UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 1, 2004
OREGON STEEL MILLS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9887 94-0506370
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1000 S.W. BROADWAY, SUITE 2200; PORTLAND, OREGON 97205
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(Address of principal executive offices) (Zip code)
(503) 223-9228
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 1, 2004, the Company issued a press release announcing its financial
results for the quarter ended September 30, 2004. A copy of the press release is
filed as Exhibit 99.1 to this report and is incorporated herein by reference.
The Company provides in the press release certain non-GAAP financial measures,
including: (1) earnings before interest, taxes, depreciation and amortization
("EBITDA"); (2) EBITDA before the Settlement Charges (as defined in the press
release) and fixed and other asset impairment charges; (3) net income exclusive
of the Settlement Charges; and (4) operating income before the Settlement
Charges. "GAAP" refers to accounting principles generally accepted in the United
States. The press release contains a reconciliation table of items 1 and 2 above
to the most directly comparable GAAP measures. The Company believes the non-GAAP
measure in item 1 above is useful to investors because it is a basis upon which
the Company assesses its financial performance, it provides useful information
regarding the Company's ability to service its debt and it is a commonly used
financial analysis tool for measuring and comparing companies in several areas
of liquidity, operating performance and leverage. The Company believes the
non-GAAP measures in items 2, 3, and 4 are useful to investors when comparing to
prior periods because it believes the excluded items are nonrecurring, except
for additional charges that may occur due to the Early Retirement Option (as
defined in the press release). The Company's management uses these non-GAAP
financial measures along with the most directly comparable GAAP financial
measures in evaluating the Company's operating performance. A reconciliation
table of items 3 and 4 above is set forth below.
Non-GAAP financial measures should not be considered in isolation from, or as a
substitute for, financial information presented in compliance with GAAP, and
non-GAAP financial measures as reported by the Company may not be comparable to
similarly titled items reported by other companies or the definition used in any
of our debt agreements.
IN THOUSANDS (UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
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2004 2003 2004 2003
---- ---- ---- ----
Operating income (loss) $ 63,951 ($12,924) $ 99,398 ($ 68,058)
Add back labor dispute settlement adjustment 4,532 -- 43,400 --
--------- -------- --------- ---------
Operating income (loss) before labor dispute
settlement adjustment $ 68,483 ($12,924) $ 142,798 ($ 68,058)
========= ======== ========= =========
IN THOUSANDS (UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
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2004 2003 2004 2003
---- ---- ---- ----
Net income (loss) $50,343 ($20,938) $71,888 ($81,911)
Add back labor dispute settlement adjustment 4,532 -- 43,400 --
------- ------- ------- --------
Net income (loss) before labor dispute
settlement adjustment $54,875 ($20,938) $115,288 ($81,911)
======= ========= ======== ========
In the press release, the Company anticipates earnings will be in the range of
$1.05 to $1.15 per diluted share in the fourth quarter of 2004 on 35.3 million
diluted shares. These amounts exclude the estimated $4.5 million ($.13 per
share) charge in the fourth quarter related to the Early Retirement Option (as
explained in the press release). The anticipated earnings would be in the range
of $0.92 to $1.02 per diluted share in the fourth quarter of 2004, if the Early
Retirement Option charge was included.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
99.1 Oregon Steel Mills, Inc. Company Press Release dated November 1, 2004,
announcing financial results for the quarter ended September 30, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OREGON STEEL MILLS, INC.
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(Registrant)
Date: November 1, 2004 By: /s/ Jeff S. Stewart
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Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)