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SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2004
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-13122
RELIANCE STEEL & ALUMINUM CO.
| California (State or other jurisdiction of incorporation or organization) | 95-1142616 (I.R.S. Employer Identification No.) |
350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
(213) 687-7700
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yesþ Noo
As of July 31, 2004, 32,538,767 shares of the registrant’s common stock, no par value, were outstanding.
RELIANCE STEEL & ALUMINUM CO.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PART I — FINANCIAL INFORMATION | 1 | |||||||
| 1 | ||||||||
| 2 | ||||||||
| 3 | ||||||||
| 4 | ||||||||
| 5 | ||||||||
| 10 | ||||||||
| 13 | ||||||||
| 14 | ||||||||
| 15 | ||||||||
| 17 | ||||||||
| EXHIBIT 31.1 | ||||||||
| EXHIBIT 31.2 | ||||||||
| EXHIBIT 32 | ||||||||
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RELIANCE STEEL & ALUMINUM CO.
CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2004 | 2003 | |||||||
| (Unaudited) | ||||||||
ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 2,592 | $ | 2,166 | ||||
| Accounts receivable, less allowance for doubtful accounts of $8,746 at June 30, 2004 and $4,716 at December 31, 2003 | 344,494 | 221,793 | ||||||
| Inventories | 342,114 | 288,080 | ||||||
| Prepaid expenses and other current assets | 16,837 | 14,593 | ||||||
| Deferred income taxes | 17,947 | 17,954 | ||||||
| Total current assets | 723,984 | 544,586 | ||||||
| Property, plant and equipment, at cost: | ||||||||
| Land | 56,803 | 57,077 | ||||||
| Buildings | 256,286 | 256,708 | ||||||
| Machinery and equipment | 359,608 | 349,933 | ||||||
| Accumulated depreciation | (212,177 | ) | (196,847 | ) | ||||
| 460,520 | 466,871 | |||||||
| Goodwill | 341,780 | 325,305 | ||||||
| Other assets | 31,560 | 32,662 | ||||||
| Total assets | $ | 1,557,844 | $ | 1,369,424 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 158,246 | $ | 98,438 | ||||
| Accrued expenses | 56,620 | 53,265 | ||||||
| Wages and related accruals | 31,924 | 22,696 | ||||||
| Deferred income taxes | 6,025 | 6,025 | ||||||
| Current maturities of long-term debt | 23,400 | 22,400 | ||||||
| Total current liabilities | 276,215 | 202,824 | ||||||
| Long-term debt | 492,000 | 469,250 | ||||||
| Deferred income taxes | 40,349 | 40,349 | ||||||
| Minority interest | 15,016 | 9,382 | ||||||
| Commitments and contingencies | — | — | ||||||
| Shareholders’ equity: | ||||||||
| Preferred stock, no par value: | ||||||||
| Authorized shares - 5,000,000 None issued and outstanding | — | — | ||||||
| Common stock, no par value: | ||||||||
| Authorized shares - 100,000,000 Issued and outstanding shares 32,518,892 at June 30, 2004 and 32,225,872 at December 31, 2003, stated capital | 310,194 | 303,587 | ||||||
| Retained earnings | 424,902 | 344,962 | ||||||
| Accumulated other comprehensive loss | (832 | ) | (930 | ) | ||||
| Total shareholders’ equity | 734,264 | 647,619 | ||||||
| Total liabilities and shareholders’ equity | $ | 1,557,844 | $ | 1,369,424 | ||||
See accompanying notes to unaudited consolidated financial statements.
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RELIANCE STEEL & ALUMINUM CO.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
| Three Months Ended | ||||||||
| June 30, | ||||||||
| 2004 | 2003 | |||||||
| Net sales | $ | 760,780 | $ | 456,329 | ||||
| Other income, net | 1,386 | 1,141 | ||||||
| 762,166 | 457,470 | |||||||
| Costs and expenses: | ||||||||
| Cost of sales (exclusive of depreciation and amortization shown below) | 532,313 | 336,957 | ||||||
| Warehouse, delivery, selling, general and administrative | 120,723 | 97,146 | ||||||
| Depreciation and amortization | 11,066 | 7,532 | ||||||
| Interest expense | 7,256 | 5,511 | ||||||
| 671,358 | 447,146 | |||||||
| Income before minority interest and income taxes | 90,808 | 10,324 | ||||||
| Minority interest | (3,798 | ) | 208 | |||||
| Income from continuing operations before income taxes | 87,010 | 10,532 | ||||||
| Provision for income taxes | 34,213 | 4,140 | ||||||
| Net income | $ | 52,797 | $ | 6,392 | ||||
| Earnings per share: | ||||||||
| Income from continuing operations — diluted | $ | 1.62 | $ | .20 | ||||
| Weighted average shares outstanding — diluted | 32,674,395 | 31,767,381 | ||||||
| Income from continuing operations — basic | $ | 1.63 | $ | .20 | ||||
| Weighted average shares outstanding — basic | 32,446,394 | 31,766,497 | ||||||
| Cash dividends per share | $ | .06 | $ | .06 | ||||
See accompanying notes to unaudited consolidated financial statements.
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RELIANCE STEEL & ALUMINUM CO.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2004 | 2003 | |||||||
| Net sales | $ | 1,416,545 | $ | 907,152 | ||||
| Other income, net | 1,893 | 1,704 | ||||||
| 1,418,438 | 908,856 | |||||||
| Costs and expenses: | ||||||||
| Cost of sales (exclusive of depreciation and amortization shown below) | 1,000,648 | 668,377 | ||||||
| Warehouse, delivery, selling, general and administrative | 239,229 | 195,030 | ||||||
| Depreciation and amortization | 22,112 | 15,036 | ||||||
| Interest expense | 14,736 | 11,117 | ||||||
| 1,276,725 | 889,560 | |||||||
| Income before minority interest and income taxes | 141,713 | 19,296 | ||||||
| Minority interest | (5,545 | ) | 433 | |||||
| Income from continuing operations before income taxes | 136,168 | 19,729 | ||||||
| Provision for income taxes | 53,532 | 7,758 | ||||||
| Net income | $ | 82,636 | $ | 11,971 | ||||
| Earnings per share: | ||||||||
| Income from continuing operations — diluted | $ | 2.54 | $ | .38 | ||||
| Weighted average shares outstanding — diluted | 32,564,497 | 31,761,632 | ||||||
| Income from continuing operations — basic | $ | 2.55 | $ | .38 | ||||
| Weighted average shares outstanding — basic | 32,369,777 | 31,761,083 | ||||||
| Cash dividends per share | $ | .12 | $ | .12 | ||||
See accompanying notes to unaudited consolidated financial statements.
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RELIANCE STEEL & ALUMINUM CO.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2004 | 2003 | |||||||
Operating activities: | ||||||||
| Net income | $ | 82,636 | $ | 11,971 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 22,112 | 15,036 | ||||||
| Gain on sales of property and equipment | (667 | ) | (818 | ) | ||||
| Minority interest | 5,545 | (433 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (122,701 | ) | (17,459 | ) | ||||
| Inventories | (54,034 | ) | 15,706 | |||||
| Prepaid expenses and other assets | (2,743 | ) | 921 | |||||
| Accounts payable and accrued expenses | 73,578 | 32,529 | ||||||
| Net cash provided by operating activities | 3,726 | 57,453 | ||||||
Investing activities: | ||||||||
| Purchases of property, plant and equipment, net | (15,883 | ) | (7,939 | ) | ||||
| Proceeds from sales of property and equipment | 2,408 | 2,826 | ||||||
| Tax reimbursements made related to prior acquisition | (16,475 | ) | — | |||||
| Net cash used in investing activities | (29,950 | ) | (5,113 | ) | ||||
Financing activities: | ||||||||
| Proceeds from borrowings | 144,000 | 8,305 | ||||||
| Principal payments on long-term debt and short-term borrowings | (120,250 | ) | (47,210 | ) | ||||
| Payments to minority partner | — | (378 | ) | |||||
| Dividends paid | (3,884 | ) | (3,812 | ) | ||||
| Issuance of common stock | 236 | 218 | ||||||
| Exercise of stock options | 6,371 | — | ||||||
| Net cash provided by (used in) financing activities | 26,473 | (42,877 | ) | |||||
| Effect of exchange rate changes on cash | 177 | 295 | ||||||
| Increase in cash and cash equivalents | 426 | 9,758 | ||||||
| Cash and cash equivalents at beginning of period | 2,166 | 9,305 | ||||||
| Cash and cash equivalents at end of period | $ | 2,592 | $ | 19,063 | ||||
Supplemental cash flow information: | ||||||||
| Interest paid during the period | $ | 14,618 | $ | 11,258 | ||||
| Income taxes paid during the period | $ | 40,285 | $ | 3,771 | ||||
See accompanying notes to unaudited consolidated financial statements.
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RELIANCE STEEL & ALUMINUM CO.
| 1. | Basis of Presentation |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation, with respect to the interim financial statements have been included. The results of operations for the three and six month periods ended June 30, 2004 are not necessarily indicative of the results for the full year ending December 31, 2004. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2003, included in the Reliance Steel & Aluminum Co. Annual Report on Form 10-K/A.
| 2. | Long-Term Debt |
Long-term debt consists of the following:
| June 30, | December 31, | |||||||
| 2004 | 2003 | |||||||
| (In thousands) | ||||||||
| Revolving line of credit ($335,000,000 limit) due October 24, 2006, interest at variable rates, weighted average rate of 3.30% during the six months ended June 30, 2004 | $ | 118,000 | $ | 72,000 | ||||
| Senior secured notes due from January 2, 2005 to January 2, 2009, average fixed interest rate 7.28% | 53,000 | 75,000 | ||||||
| Senior secured notes due from January 2, 2006 to January 2, 2008, average fixed interest rate 7.06% | 55,000 | 55,000 | ||||||
| Senior secured notes due from October 15, 2005 to October 15, 2010, average fixed interest rate 6.55% | 150,000 | 150,000 | ||||||
| Senior secured notes due from July 1, 2011 to July 2, 2013, average fixed interest rate 5.14% | 135,000 | 135,000 | ||||||
| Variable Rate Demand Industrial Development Revenue Bonds, Series 1989 A, due July 1, 2014, with interest payable quarterly; average interest rate during the six months ended June 30, 2004 of 1.03% | 2,600 | 2,600 | ||||||
| Variable Rate Demand Revenue Bonds, Series 1999, due March 1, 2009, with average interest rate during the six months ended June 30, 2004 of 1.31% | 1,800 | 2,050 | ||||||
| Total | 515,400 | 491,650 | ||||||
| Less amounts due within one year | (23,400 | ) | (22,400 | ) | ||||
| Total long-term debt | $ | 492,000 | $ | 469,250 | ||||
The Company has a five-year syndicated credit agreement, as amended effective July 1, 2003, with ten banks for a secured revolving line of credit with a borrowing limit of $335,000,000 which may be increased to $400,000,000. At June 30, 2004, the Company also had $14,600,000 of letters of credit outstanding under the syndicated credit facility with availability to issue an additional $35,400,000 of letters of credit. The Company has $393,000,000 of outstanding senior secured notes issued in private placements of debt. The outstanding senior notes bear interest at an average fixed rate of 6.23% and have an average life of 5.2 years, maturing from 2005 to 2013.
On July 1, 2003, the Company amended, among other things, certain financial covenant ratios of its syndicated bank credit agreement dated as of October 24, 2001. This amendment required similar amendments to already outstanding senior notes from the Company’s prior private placements. The amendments to both the syndicated bank credit agreement and the senior notes adjusted the financial covenants to provide for the increased leverage that resulted from an acquisition and included a grant of a security interest in personal property to the lenders and purchasers thereof, respectively. The personal property pledged as collateral includes, but is not limited to, the outstanding securities of each of the Company’s material corporate subsidiaries. The security interest will terminate when the Company meets certain conditions, including a required leverage ratio.
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RELIANCE STEEL & ALUMINUM CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Company’s syndicated credit agreement and senior note agreements, as amended, require the Company to maintain a minimum net worth and interest coverage ratio, a maximum leverage ratio, and include certain restrictions on the amount of cash dividends that the Company may pay, among other things. The syndicated credit facility includes a commitment fee on the unused portion, currently at an annual rate of .20%.
| 3. | Shareholders’ Equity |
In March 2004, 7,295 shares of common stock were issued to division managers of the Company under the Key-Man Incentive Plan for 2003.
SFAS No. 130,Reporting Comprehensive Income, defines comprehensive income (loss) as non-stockholder changes in equity. Accumulated other comprehensive loss included the following:
| June 30, | December 31, | |||||||
| 2004 | 2003 | |||||||
| (In thousands) | ||||||||
| Foreign currency translation adjustments | $ | 111 | $ | 23 | ||||
| Unrealized loss on investments | 26 | 16 | ||||||
| Minimum pension liability | (969 | ) | (969 | ) | ||||
| $ | (832 | ) | $ | (930 | ) | |||
Foreign currency translation adjustments are not generally adjusted for income taxes as they relate to indefinite investments in foreign subsidiaries. The adjustments to unrealized loss on investments and minimum pension liability are net of taxes of $(17,000) and $628,000, respectively, as of June 30, 2004 and $(11,000) and $628,000, respectively, as of December 31, 2003.
| 4. | Stock Option Plans |
In December 2002, the Company adopted SFAS No. 148,Accounting for Stock-Based Compensation-Transition and Disclosure, which amends SFAS No. 123,Accounting for Stock-Based Compensation. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require more prominent and more frequent disclosures in financial statements of the effects of stock-based compensation. The Company elected to continue to account for stock-based compensation plans using the intrinsic value-based method of accounting prescribed by Accounting Principles Board Opinion (“APB”) No. 25,Accounting for Stock Issued to Employeesand related interpretations.Under APB No. 25, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock at the date of grant, no compensation expense is recognized.
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RELIANCE STEEL & ALUMINUM CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
If the Company had elected to recognize compensation cost based on the estimated fair value of the options granted at the grant date as prescribed by SFAS No. 148, net income and earnings per share would have been reduced to the pro forma amounts shown below:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||
| Reported net income | $ | 52,797 | $ | 6,392 | $ | 82,636 | $ | 11,971 | ||||||||
| Stock-based employee compensation cost, net of tax | 291 | 166 | 588 | 447 | ||||||||||||
| Pro forma net income | $ | 52,506 | $ | 6,226 | $ | 82,048 | $ | 11,524 | ||||||||
| Earnings per share from continuing operations: | ||||||||||||||||
| Basic — reported | $ | 1.63 | $ | .20 | $ | 2.55 | $ | .38 | ||||||||
| Basic — pro forma | $ | 1.62 | $ | .20 | $ | 2.53 | $ | .36 | ||||||||
| Diluted — reported | $ | 1.62 | $ | .20 | $ | 2.54 | $ | .38 | ||||||||
| Diluted — pro forma | $ | 1.61 | $ | .20 | $ | 2.52 | $ | .36 | ||||||||
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RELIANCE STEEL & ALUMINUM CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| 5. | Employee Benefits |
The Company maintains a Supplemental Executive Retirement Plan (“SERP”), which is a nonqualified pension plan that provides post-retirement pension benefits to key officers of the Company. A separate SERP plan exists for one of the companies acquired during 1998 and for the Company’s 50.5%-owned company, each of which provides post-retirement benefits to its respective key employees.
The Company maintains, through various subsidiaries, defined benefit pension plans for certain of its employees. These plans generally provide benefits of stated amounts for each year of service or provide benefits based on the participant’s hourly wage rate and years of service.
The net periodic pension costs for the SERP and defined benefit plans for the three and six months ended June 30 were as follows (in thousands):
| SERP Benefits | Pension Benefits | |||||||||||||||
| Three Months Ended June 30, | 2004 | 2003 | 2004 | 2003 | ||||||||||||
| Service Cost | $ | 98 | $ | 100 | $ | 80 | $ | 108 | ||||||||
| Interest Cost | 198 | 217 | 106 | 114 | ||||||||||||
| Expected return on assets | — | — | (125 | ) | (93 | ) | ||||||||||
| Amortization of prior service cost | 49 | 50 | (1 | ) | (1 | ) | ||||||||||
| Amortization of net loss | 28 | 58 | — | 11 | ||||||||||||
| Net periodic pension cost | $ | 373 | $ | 425 | $ | 60 | $ | 139 | ||||||||
| SERP Benefits | Pension Benefits | |||||||||||||||
| Six Months Ended June 30, | 2004 | 2003 | 2004 | 2003 | ||||||||||||
| Service Cost | $ | 196 | $ | 200 | $ | 160 | $ | 216 | ||||||||
| Interest Cost | 396 | 434 | 212 | 228 | ||||||||||||
| Expected return on assets | — | — | (250 | ) | (186 | ) | ||||||||||
| Amortization of prior service cost | 98 | 100 | (2 | ) | (2 | ) | ||||||||||
| Amortization of net loss | 56 | 116 | — | 22 | ||||||||||||
| Net periodic pension cost | $ | 746 | $ | 850 | $ | 120 | $ | 278 | ||||||||
The Company previously disclosed in its financial statements for the year ended December 31, 2003, included in its Form 10-K/A, that it expected to contribute $437,000 to its defined benefit plans in 2004. As of June 30, 2004, no contributions have been made.
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RELIANCE STEEL & ALUMINUM CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| 6. | Earnings Per Share |
The Company calculates basic and diluted earnings per share as required by SFAS No. 128,Earnings Per Share.Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share is calculated including the dilutive effects of warrants, options, and convertible securities, if any.
The following table sets forth the computation of basic and diluted earnings per share:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2004 | 2003 | 2004 | 2003 | ||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||||
| Numerator: | |||||||||||||||||
| Net income | $ | 52,797 | $ | 6,392 | $ | 82,636 | $ | 11,971 | |||||||||
| Denominator: | |||||||||||||||||
| Denominator for basic earnings per share from continuing operations: | |||||||||||||||||
| Weighted average shares | 32,446 | 31,766 | 32,370 | 31,761 | |||||||||||||
| Effect of dilutive securities: | |||||||||||||||||
| Stock options | 228 | 1 | 194 | 1 | |||||||||||||
| Denominator for dilutive earnings per share from continuing operations: | |||||||||||||||||
| Adjusted weighted average shares and assumed conversions | 32,674 | 31,767 | 32,564 | 31,762 | |||||||||||||
| Earnings per share from continuing operations — diluted | $ | 1.62 | $ | .20 | $ | 2.54 | $ | .38 | |||||||||
| Earnings per share from continuing operations — basic | $ | 1.63 | $ | .20 | $ | 2.55 | $ | .38 | |||||||||
There were no anti-dilutive shares reserved for issuance upon exercise of stock options for the three and six months ended June 30, 2004. The computations of earnings per share for the three and six months ended June 30, 2003 do not include 1,252,600 shares reserved for issuance upon exercise of stock options, because their inclusion would have been anti-dilutive.
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RELIANCE STEEL & ALUMINUM CO.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table sets forth certain income statement data for each of the periods indicated (dollars are shown in thousands and certain amounts may not calculate due to rounding):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||||||||||||||||||
| % of | % of | % of | % of | |||||||||||||||||||||||||||||
| $ | Net Sales | $ | Net Sales | $ | Net Sales | $ | Net Sales | |||||||||||||||||||||||||
Net sales | $ | 760,780 | 100.0 | % | $ | 456,329 | 100.0 | % | $ | 1,416,545 | 100.0 | % | $ | 907,152 | 100.0 | % | ||||||||||||||||
Gross profit | 228,467 | 30.0 | 119,372 | 26.2 | 415,897 | 29.4 | 238,775 | 26.3 | ||||||||||||||||||||||||
S,G&A expenses | 120,723 | 15.9 | 97,146 | 21.3 | 239,229 | 16.9 | 195,030 | 21.5 | ||||||||||||||||||||||||
Depreciation expense | 10,266 | 1.3 | 7,221 | 1.6 | 20,494 | 1.4 | 14,419 | 1.6 | ||||||||||||||||||||||||
Operating profit(1) | $ | 97,478 | 12.8 | % | $ | 15,005 | 3.3 | % | $ | 156,174 | 11.0 | % | $ | 29,326 | 3.2 | % | ||||||||||||||||
(1) Excludes other income, amortization expense, minority interest and interest expense.
2003 Acquisition
On July 1, 2003, we purchased all of the outstanding stock of Precision Strip, Inc. and its related entity, Precision Strip Transport, Inc. (collectively “Precision Strip”) for $220 million in cash, plus the assumption of approximately $26 million of debt. In addition, we paid the Sellers of Precision Strip $16.5 million in April 2004 to reimburse them for the tax differential related to our election of Section 338(h)(10) treatment. Precision Strip is a privately-held metals processing company founded in 1977 whose processing activities consist primarily of slitting and blanking carbon steel, stainless steel and aluminum flat-rolled products on a “toll” basis, processing the metal for a fee without taking ownership of the metal. The business has facilities in Minster, Kenton, Middletown and Tipp City, Ohio; Anderson and Rockport, Indiana; Bowling Green, Kentucky; and Talladega, Alabama. Precision Strip’s customers include carbon steel, stainless steel and aluminum mills, as well as companies in the automotive, appliance, metal furniture and capital goods industries. Precision Strip had net sales of approximately $62 million for the six months ended December 31, 2003. On a volume basis, Precision Strip processes approximately $2 billion of metal per year.
Three Months Ended June 30, 2004 Compared to Three Months Ended June 30, 2003
For the three months ended June 30, 2004, our consolidated net sales increased 66.7% to $760.8 million, compared to the same period of 2003. This includes an increase of 6.8% in tons sold and an increase in the average selling price per ton sold of 49.3% (the tons sold and average selling price per ton sold exclude amounts related to Precision Strip). The increase in tons sold was primarily due to the continued strong demand levels experienced for most of our products compared to 2003. The increase in our average selling price per ton sold of 49.3% resulted mainly from increases in the costs of most products that we sell. During the 2004 second quarter, we increased our selling prices significantly for certain carbon steel products due to increased costs due to raw material shortages at the producer level and due to limited availability of certain of these products. Because customer demand has continued to be strong, we have been successful in passing these costs on to our customers by raising our selling prices. Although we expect customer demand to remain relatively strong in the third quarter, we expect to see more availability of products due to lower cost import material arriving in the United States, which may cause us to lower our selling prices.
Same-store sales (excluding sales generated by the company we acquired in 2003) were $727.3 million in the second quarter of 2004, an increase of 59.4% from the 2003 second quarter.
Total gross profit increased 91.4% to $228.5 million for the second quarter of 2004 compared to $119.4 million in the second quarter of 2003. As a percentage of sales, gross profit was 30.0% for the three months ended June 30, 2004, compared to 26.2% for the three months ended June 30, 2003. These increases are mainly due to the increased pricing levels experienced in 2004 and due to the gross profit margin contribution of Precision Strip. The improved
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demand in 2004, along with limited supplies of many metals and the efforts of our sales force allowed us to pass through our increased costs to our customers. We were able to expand our gross profit margins in 2004 due to our ability to pass these increases on to our customers before we received the higher cost material in our inventory. We do not expect our gross profit margin percentage to remain at the level experienced in the second quarter of 2004, because we do not expect carbon steel prices to continue upward at the same rate as in the first-half of the year, but rather to decline slightly. Our increased costs of metals resulted in LIFO expense of $32.5 million included in cost of sales in the 2004 second quarter, compared to $150,000 of LIFO income in the 2003 second quarter.
Warehouse, delivery, selling, general and administrative (“S,G&A”) expenses increased $23.6 million, or 24.3%, in the second quarter of 2004 compared to the corresponding period of 2003, and amounted to 15.9% of sales in the 2004 second quarter and 21.3% of sales in the 2003 second quarter. The dollar increase in S,G&A expenses was mainly due to the expenses of Precision Strip, which we acquired after the second quarter of 2003, and due to expenses to support our increased sales volume in 2004.
Depreciation expense increased $3.0 million in the 2004 second quarter compared to the 2003 period. The increase was mainly due to the additional depreciation expense from Precision Strip and due to the depreciation of our 2003 and 2004 capital expenditure additions.
Interest expense increased $1.7 million in the 2004 second quarter compared to the 2003 period due to increased borrowing levels to fund the acquisition of Precision Strip on July 1, 2003.
Minority interest expense for the 2004 second quarter increased from the 2003 period mainly due to the improved operating performance at our 50.5%-owned company, American Steel, L.L.C. Minority interest also includes expense for the profit contribution from Valex Korea that is attributable to our 30.5% partner.
Our 2004 second quarter effective income tax rate was 39.3%, consistent with the 2003 rate in the second quarter period.
Six Months Ended June 30, 2004 Compared to Six Months Ended June 30, 2003
Consolidated net sales were $1,416.5 million for the six months ended June 30, 2004, an increase of 56.2% from the six months ended June 30, 2003. The 2004 six-month sales includes an increase of 12.8% in tons sold and an increase in the average selling price per ton sold of 32.0%. The increase in tons sold was primarily due to the continued strong demand levels experienced for most of our products compared to 2003. The increase in our average selling price per ton sold of 32.0% resulted mainly from increases in the costs of most products that we sell and due to limited availability of certain of these products. Aluminum and stainless steel costs have continued to increase steadily through the first-half of 2004. Carbon steel costs continued to increase significantly in the 2004 first-half, with the most significant increases becoming effective in the 2004 second quarter. Our same-store sales increased $442.9 million, or 48.8%, in the 2004 six-month period.
Total gross profit was $415.9 million for the first six months of 2004, a 74.2% increase compared to $238.8 million in the first six months of 2003. As a percentage of sales, gross profit increased to 29.4% for the six months ended June 30, 2004 compared to 26.3% in the 2003 period. Our gross margins have increased during the 2004 periods as compared to the 2003 periods, mainly because of our ability to increase our selling prices to our customers due to the higher costs of our products, especially carbon steel products. The improved customer demand in 2004, along with limited supplies of many metals and the efforts of our sales force allowed us to pass through increased pricing to our customers before we received the higher cost metal in our inventory. Our increased costs of metals resulted in LIFO expense of $60.0 million included in cost of sales for the six months ended June 30, 2004, compared to $150,000 of LIFO income in the 2003 six month period.
S,G&A expenses for the six months ended June 30, 2004 increased $44.2 million, or 22.7% compared to the corresponding period of 2003, due to the inclusion of the S,G&A expenses of Precision Strip acquired on July 1, 2003, and due to expenses to support our increased sales volume. S,G&A expenses were 16.9% as a percent of sales for the six-month period of 2004 compared to 21.5% for the same period in 2003. The decrease as a percent of sales is due to the significant increases in our selling prices.
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Depreciation expense increased $6.1 million during the six months ended June 30, 2004, compared to the corresponding period of 2003, mainly due to the depreciation expense of Precision Strip and due to the depreciation of our 2003 and 2004 capital expenditure additions.
Interest expense was $14.7 million in the first six months of 2004 compared to $11.1 million in the 2003 period due to increased borrowings to fund the Precision Strip acquisition on July 1, 2003.
Our effective income tax rate was 39.3% for the first six months of 2004 and 2003. The full-year 2003 rate was 38.0%, as 2003 included a slight reduction due to the resolution of open tax issues.
Liquidity and Capital Resources
At June 30, 2004, our working capital was $447.8 million compared to $341.8 million at December 31, 2003. The increase was mainly due to an increase in our accounts receivable of $122.7 million and an increase in our inventory of $54.0 million resulting from improved sales levels, offset by an increase in our accounts payable and accrued expenses of $73.6 million due to our increased costs of inventory in the first half of 2004 compared to the fourth quarter of 2003 levels.
To manage our working capital, we focus on our days sales outstanding to monitor accounts receivable and on our inventory turnover rate to monitor our inventory levels, as receivables and inventory are our two most significant elements of working capital. At June 30, 2004, our accounts receivable days sales outstanding were 41 days, down from our rate of 44 days at December 31, 2003. (We calculate our days sales outstanding as an average of the most recent two-month period.) Our inventory turnover rate was about 5.5 times for the 2004 first half, improved from our full year 2003 rate of about 4.7 times.
Our primary sources of liquidity are generally from internally generated funds from operations and our revolving line of credit. Cash of $3.7 million was provided by operations in the six months ended June 30, 2004, as compared to $57.5 million during the corresponding period of 2003. This was due mainly to the increases in working capital discussed above that resulted from improved business conditions. During 2003 we were reducing our inventory levels due to the poor customer demand, which generated a significant amount of cash flow from operations. We borrowed funds from our revolving line of credit to pay off $22.0 million of private placement notes on January 2, 2004 (date of maturity) and to fund the $16.5 million paid to the Precision Strip Sellers related to the election of Section 338(h)(10) treatment. At June 30, 2004 our net debt-to-total capital ratio was 41.1% compared to 43.1% at December 31, 2003.
Our syndicated credit facility, as amended effective July 1, 2003, is with ten banks and has a borrowing limit of $335.0 million, which may be increased to $400.0 million. As of June 30, 2004, $118.0 million was outstanding under this credit facility compared to $72.0 million at December 31, 2003. We also had $14.6 million of letters of credit outstanding under our syndicated credit agreement as of June 30, 2004. We have agreements with insurance companies for private placements of senior secured notes in the aggregate amount of $393.0 million. The outstanding senior notes have maturity dates ranging from 2005 to 2013, with an average remaining life of 5.2 years, and bear interest at an average fixed rate of 6.23% per annum. The syndicated credit facility and senior note agreements were amended effective July 1, 2003 to provide, among other things, for the Company to grant a security interest in certain personal property to the lenders named therein. The security interest will terminate when we meet certain conditions, including a required leverage ratio. The syndicated credit facility and senior note agreements, as amended, also require that we maintain a minimum net worth and interest coverage ratio, and a maximum leverage ratio, and include restrictions on the amount of cash dividends we may pay.
Capital expenditures were $15.9 million for the six months ended June 30, 2004. We had no material changes in commitments for capital expenditures, operating lease obligations or purchase obligations as of June 30, 2004, as compared to those disclosed in our table of contractual obligations included in our Form 10-K/A for the year ended December 31, 2003. We anticipate that funds generated from operations and funds available under our line of credit will be sufficient to meet our working capital and capital expenditure needs and to fund acquisitions in the foreseeable future.
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Seasonality
Some of our customers may be in seasonal businesses, especially customers in the construction industry. As a result of our geographic, product and customer diversity, however, our operations have not shown any material seasonal trends. Revenues in the months of November and December traditionally have been lower than in other months because of a reduced number of working days for shipments of our products and holiday closures for some of our customers. We cannot assure you that period-to-period fluctuations will not occur in the future. Results of any one or more quarters are, therefore, not necessarily indicative of annual results.
Goodwill
Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $341.8 million at June 30, 2004, or approximately 21.9% of total assets or 46.5% of consolidated shareholders’ equity.
Pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 142, we review the recoverability of goodwill annually or whenever significant events or changes occur which might impair the recovery of recorded costs. Our annual impairment tests of goodwill were performed as of November 1, 2003 and it was determined that the recorded amounts for goodwill are recoverable and that no impairment existed. We are not aware of any significant events or changes that would affect the recoverability of those amounts as of June 30, 2004.
Critical Accounting Policies
Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our unaudited Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When we prepare these financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to accounts receivable, inventories, deferred tax assets, goodwill and intangible assets, long-lived assets and revenue recognition. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
For further information regarding the accounting policies that we believe to be critical accounting policies and that affect our more significant judgments and estimates used in preparing our consolidated financial statements see our December 31, 2003 Form 10-K/A.
Quantitative and Qualitative Disclosures About Market Risk.
In the ordinary course of business, we are exposed to various market risk factors, including changes in general economic conditions, domestic and foreign competition, foreign currency exchange rates, and metals pricing and availability. Additionally, we are exposed to market risk primarily related to our fixed rate long-term debt. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. Decreases in interest rates may affect the market value of our fixed rate debt. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes. Based on our debt, we do not consider the exposure to interest rate risk to be material. Our fixed rate debt obligations are not callable until maturity.
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Controls and Procedures
Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the end of the period covered in this report, the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’s periodic filings with the SEC. There have been no changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This Form 10-Q may contain forward-looking statements relating to future financial results. Actual results may differ materially as a result of factors over which Reliance Steel & Aluminum Co. has no control. These risk factors and additional information are included in the Company’s Annual Report on Form 10-K/A.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 2. Changes in Securities.
| (a) | Not applicable. | |||
| (b) | Not applicable. | |||
| (c) | Not applicable. | |||
| (d) | Not applicable. | |||
Item 3. Defaults Upon Senior Securities.
| (a) | Not applicable. | |||
| (b) | Not applicable. | |||
Item 4. Submission of Matters to a Vote of Security Holders.
| (a) | The annual meeting of Reliance Steel & Aluminum Co. shareholders was held on May 19, 2004. | |||
| (b) | [Need not be answered because (1) proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, (2) there was no solicitation in opposition to management’s nominees as listed in the proxy statement, and (3) all such nominees were elected.] | |||
| (c) | The following is a brief description of matters voted upon at the meeting: | |||
| The Company’s Amended and Restated Bylaws were amended to change the range of the authorized number of directors. The amendment was approved: 26,940,342 shares were voted for the proposal, 346,111 shares were voted against it and 257,143 shares abstained. | ||||
| The Company’s Directors Stock Option Plan was amended to accelerate the vesting of options when a director retires. The amendment was approved: 27,201,917 shares were voted for the proposal, 1,608,475 shares were voted against it and 241,821 shares abstained. | ||||
| Four directors were elected at the annual meeting. Joe D. Crider: 20,701,615 shares were voted for election and 8,350,598 shares were withheld. Thomas W. Gimbel: 28,847,192 shares were voted for election and 205,021 shares were withheld. David H. Hannah: 28,661,689 shares were voted for election and 390,524 shares were withheld. Gregg J. Mollins: 28,455,848 shares were voted for election and 596,365 shares were withheld. | ||||
| The Company adopted a stock option plan for the Company’s key employees. The plan was approved: 25,594,910 shares were voted for the proposal, 1,685,348 shares were voted against it and 263,338 shares abstained. | ||||
| Based upon the recommendation of the Audit Committee, Ernst & Young LLP was selected as independent auditors to audit the financial statements of the Company and its subsidiaries for 2004. The selection was approved: 26,801,315 shares were voted for the proposal, 2,232,791 shares were voted against it and 18,107 shares abstained. | ||||
Item 5. Other Information.
Not applicable.
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Item 6. Exhibits and Reports on Form 8-K.
| (a) | Exhibits: |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | |||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended | |||
| 32 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| (b) | Reports on Form 8-K: | |||
| The Company filed a report on Form 8-K dated April 15, 2004, disclosing its press release dated April 15, 2004. | ||||
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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 thereunto duly authorized.
| RELIANCE STEEL & ALUMINUM CO. | ||||
| Dated: August 9, 2004 | By: | /s/ David H. Hannah | ||
| David H. Hannah | ||||
| Chief Executive Officer | ||||
| By: | /s/ Karla R. Lewis | |||
| Karla R. Lewis | ||||
| Executive Vice President and Chief Financial Officer | ||||
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