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): APRIL 30, 2003
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 April 30, 2003,
announcing financial results for the quarter ended March 31, 2003.
99.2 Transcripts of the earnings Conference Call held on April 30,
2003, regarding the financial results for the quarter ended
March 31, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
The information below included in this Current Report on Form 8-K is furnished
pursuant to Item 12 of Form 8-K, "Results of Operations and Financial
Condition," and is reported under this Item 9 in accordance with SEC Release No.
33-8216.
On April 30, 2003, the Company issued a press release announcing its financial
results for the first quarter ended March 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 earnings before interest, taxes, depreciation and amortization
("EBITDA"). "GAAP" refers to accounting principles generally accepted in the
United States. As required by Regulation G, set forth below is a reconciliation
of the non-GAAP financial measures to the most directly comparable GAAP
measures. The Company believes the non-GAAP measures are useful to investors
because they provide an alternative method for measuring the operating
performance of the Company. 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.
Oregon Steel Mills, Inc. and Subsidiary Companies
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CALCULATION OF EBITDA
FOR THE THREE MONTHS ENDED
MARCH 31, MARCH 31,
2003 2002
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NET LOSS $ (9,029) $(18,088)
Add back cumulative accounting change in
accounting principle, net of tax,
net of minority interest -- 17,967
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Net loss before accounting change (9,025) (121)
Provision for income tax benefit (5,220) (84)
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Pre-tax loss $(14,245) $ (205)
Add Back:
Interest Expense 8,101 8,592
Depreciation 10,433 11,666
Amortization 31 31
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EBITDA $ 4,320 $ 20,084
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The Company is also filing, as Exhibit 99.2 to this report and incorporated
herein by reference, a transcript of the conference call of April 30, 2003
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 thereunto duly authorized.
OREGON STEEL MILLS, INC.
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(Registrant)
Date: November 20, 2003 By: /s/ Jeff S. Stewart
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Jeff S. Stewart
Corporate Controller
(Principal Accounting Officer)