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): APRIL 26, 2005
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 April 26, 2005, the Company issued a press release announcing its financial
results for the quarter ended March 31, 2005. 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 labor dispute settlement charge (as defined in
the press release); (3) net income exclusive of the labor dispute settlement
charge and (4) operating income before the labor dispute settlement charge.
"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
prior periods because it believes the excluded items are nonrecurring. 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)
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Three Months Ended
March 31,
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2005 2004
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Net income $28,350 $ 7,524
Add back labor dispute settlement charge 0 7,000
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Net income before labor dispute settlement charge $28,350 $14,524
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IN THOUSANDS (UNAUDITED)
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Three Months Ended
March 31,
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2005 2004
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Operating income $54,569 $15,103
Add back labor dispute settlement charge 0 7,000
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Operating income before labor dispute settlement charge $54,569 $22,103
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
99.1 Oregon Steel Mills, Inc. Company Press Release dated April 26, 2005,
announcing financial results for the quarter ended March 31, 2005.
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: April 26, 2005 By: /s/ Jeff S. Stewart
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Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)