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): JULY 27, 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)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
99.1 Oregon Steel Mills, Inc. Company Press Release dated July 27, 2004,
announcing financial results for the quarter ended June 30, 2004.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 27, 2004, the Company issued a press release announcing its financial
results for the quarter ended June 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 non-cash portion of the Settlement Charge (as
defined in the press release) and fixed and other asset impairment charges; (3)
net income exclusive of the Settlement Charge; and (4) operating income (loss)
before the Settlement Charge and fixed and other asset impairment 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 labor dispute settlement charges that may occur based on the
market value of the Company's shares of common stock issued as part of the
settlement. 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.
Three Months Ended Six Months Ended
June 30, June 30,
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2004 2003 2004 2003
---- ---- ---- ----
Operating (loss) income $ 20,343 ($48,563) $ 35,447 ($55,134)
Add back labor dispute settlement
adjustment 31,868 -- 38,868 --
Add back fixed asset and other
impairment charges -- 36,113 -- 36,113
-------- -------- -------- --------
Operating income (loss) before
labor dispute settlement
adjustment and fixed and
other asset impairment
charges $ 52,211 ($12,450) $ 74,315 ($19,021)
======== ======== ======== ========
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
2004 2003 2004 2003
---- ---- ---- ----
Net income (loss) $ 14,020 ($51,947) $ 21,545 ($60,973)
Add back labor dispute settlement
adjustment 31,868 -- 38,868 --
-------- -------- -------- -------
Net income (loss) before labor
dispute settlement adjustment $ 45,888 ($51,947) $ 60,413 ($60,973)
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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: 7/27/04 By: /s/ Jeff S. Stewart
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Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)