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): MARCH 10, 2005
OREGON STEEL MILLS, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-9887 94-0506370
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1000 S.W. BROADWAY, SUITE 2200; PORTLAND, OREGON 97205
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(503) 223-9228
--------------------------------------------------------------------------------
(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 March 10, 2005, the Company issued a press release announcing its financial
results for the quarter ended December 31, 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 Early Retirement charges (as defined in the
press release) and fixed and other asset impairment charges; (3) net income
exclusive of the Early Retirement 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. 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 Twelve Months Ended
December 31, December 31,
---------------------------- ------------------------------
2004 2003 2004 2003
---- ---- ---- ----
Operating income (loss) $55,420 $(38,444) $154,818 $(106,502)
Add back labor dispute settlement adjustment 1,952 31,089 45,352 31,089
------- -------- ------- ---------
Operating income (loss) before labor dispute
settlement adjustment $57,372 $ (7,355) $200,170 $ (75,413)
======= ======== ======== =========
IN THOUSANDS (UNAUDITED)
Three Months Ended Twelve Months Ended
December 31, December 31,
---------------------------- --------------------------
2004 2003 2004 2003
---- ---- ---- ----
Net income (loss) $44,766 ($44,038) $116,655 ($125,949)
Add back labor dispute settlement adjustment 1,952 31,089 45,352 31,089
------- -------- -------- ---------
Net income (loss) before labor dispute
settlement adjustment $46,718 ($12,949) $162,007 ($ 94,860)
======= ======== ======== =========
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
99.1 Oregon Steel Mills, Inc. Company Press Release dated March 10, 2005,
announcing financial results for the fourth quarter and year-end
results.
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.
--------------------------------------------------------------------------------
(Registrant)
Date: March 10, 2005 By: /s/ Jeff S. Stewart
----------------------------- ---------------------------------
Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)