UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 8-K/A
(AMENDMENT NO. 1)
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 16, 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 March 15,
2004, announcing financial results for the year ended December
31, 2003 (Filed as exhibit 99.1 to Form 8-K dated March 16,
2004).
99.2 Transcript of the earnings conference call held on March 18,
2004, regarding the financial results for the year ended
December 31, 2003.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 15, 2004, the Company issued a press release announcing its financial
results for the year ended December 31, 2003. 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 after impairment charges; and (3) operating loss before
the charge related to the tentative labor dispute settlement agreement. "GAAP"
refers to accounting principles generally accepted in the United States. The
press release contains a reconciliation of items 1 and 2 above to the most
directly comparable GAAP measures. The Company believes the non-GAAP measures in
items 1 and 2 above are useful to investors because they are a basis upon which
the Company assesses its financial performance, and they provide useful
information regarding the Company's ability to service its debt. In addition,
EBITDA is useful to investors in evaluating the Company's financial performance
because it is a commonly used financial analysis tool for measuring and
comparing companies in several areas of liquidity, operating performance and
leverage. A reconciliation of item 3 above is set forth below. The Company
believes the charge related to the tentative labor dispute settlement agreement
is a nonrecurring item and therefore the non-GAAP financial measure in item 3 is
more useful to investors when comparing the reported results to previous
periods. 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.
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 Twelve Months Ended
December 31, December 31,
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2003 2002 2003 2002
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Operating (loss) income $ (38,444) $ 15,060 $(106,502) $ 59,932
Add back labor dispute settlement 31,089 -- 31,089 --
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Operating (loss) income before labor dispute
settlement $ (7,355) $ 15,060 $ (75,413) $ 59,932
========= ========= ========= =========
The Company is also filing, as Exhibit 99.2 to this report and incorporated
herein by reference, a transcript of the conference call of March 18, 2004
regarding the earnings release.
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: By: /s/ Jeff S. Stewart
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Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)