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): October 31, 2005
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OREGON STEEL MILLS, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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1-9887 |
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94-0506370 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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1000 S.W. Broadway, Suite 2200; Portland, Oregon |
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97205 |
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(Address of principal executive offices) |
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(Zip code) |
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(503) 223-9228 |
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(Registrant’s telephone number, including area code) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
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Section 2 – Financial Information
Item 2.02 Results of Operations and Financial Condition.
On October 31, 2005, the Company issued a press release announcing its financial results for the quarter ended September 30, 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 labor dispute settlement charges (as defined in the press release); and (3) operating income before labor dispute 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 and 3 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 item 3 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.
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In thousands (unaudited) |
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Three Months Ended |
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Operating income |
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63,951 |
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Add back labor dispute settlement charges |
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4,532 |
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Operating income before labor dispute settlement charges |
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$ |
68,483 |
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Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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Exhibit |
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Description |
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99.1 |
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Oregon Steel Mills, Inc. Company Press Release dated October 31, 2005, announcing financial results for the quarter ended September 30, 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.
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OREGON STEEL MILLS, INC. |
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(Registrant) |
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Date: October 31, 2005 |
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/s/ Robin A. Gantt |
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Robin A. Gantt |