Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 26, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | RELIANCE STEEL & ALUMINUM CO | |
Entity Central Index Key | 0000861884 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 67,235,382 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 133.6 | $ 128.2 |
Accounts receivable, less allowance for doubtful accounts of $19.7 at March 31, 2019 and $18.8 at December 31, 2018 | 1,422 | 1,242.3 |
Inventories | 1,936.9 | 1,817.1 |
Prepaid expenses and other current assets | 68.3 | 81.5 |
Income taxes receivable | 15.9 | |
Total current assets | 3,560.8 | 3,285 |
Property, plant and equipment: | ||
Land | 234.4 | 233.9 |
Buildings | 1,166.8 | 1,158.9 |
Machinery and equipment | 1,916.3 | 1,880.1 |
Accumulated depreciation | (1,578.8) | (1,543) |
Property, plant and equipment, net | 1,738.7 | 1,729.9 |
Operating lease right-of-use assets | 185 | |
Goodwill | 1,871.7 | 1,870.8 |
Intangible assets, net | 1,062.4 | 1,072 |
Cash surrender value of life insurance policies, net | 40.2 | 43.6 |
Other assets | 45.4 | 43.6 |
Total assets | 8,504.2 | 8,044.9 |
Current liabilities: | ||
Accounts payable | 485.3 | 338.8 |
Accrued expenses | 84.6 | 77.4 |
Accrued compensation and retirement costs | 106.3 | 174.8 |
Accrued insurance costs | 43.8 | 42.9 |
Current maturities of long-term debt and short-term borrowings | 65.3 | 65.2 |
Current maturities of operating lease liabilities | 50.9 | |
Income taxes payable | 41.2 | |
Total current liabilities | 877.4 | 699.1 |
Long-term debt | 2,122.2 | 2,138.5 |
Operating lease liabilities | 135.5 | |
Long-term retirement costs | 76.2 | 71.8 |
Other long-term liabilities | 14.4 | 15.9 |
Deferred income taxes | 439.3 | 440.1 |
Commitment and contingencies | ||
Equity: | ||
Preferred stock, $0.001 par value: Authorized shares — 5,000 None issued or outstanding | ||
Common stock and additional paid-in capital, $0.001 par value: Authorized shares — 200,000 Issued and outstanding shares – 67,235 at March 31, 2019 and 66,882 at December 31, 2018 | 135.9 | 136.4 |
Retained earnings | 4,789.8 | 4,637.9 |
Accumulated other comprehensive loss | (95.9) | (102.7) |
Total Reliance stockholders' equity | 4,829.8 | 4,671.6 |
Noncontrolling interests | 9.4 | 7.9 |
Total equity | 4,839.2 | 4,679.5 |
Total liabilities and equity | $ 8,504.2 | $ 8,044.9 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts | $ 19.7 | $ 18.8 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, Authorized shares | 5,000,000 | 5,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, Authorized shares | 200,000,000 | 200,000,000 |
Common stock, Issued shares | 67,235,000 | 66,882,000 |
Common stock, outstanding shares | 67,235,000 | 66,882,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CONSOLIDATED STATEMENTS OF INCOME | ||
Net sales | $ 2,956.6 | $ 2,757.1 |
Costs and expenses: | ||
Cost of sales (exclusive of depreciation and amortization shown below) | 2,089.7 | 1,937.2 |
Warehouse, delivery, selling, general and administrative | 532.1 | 519.4 |
Depreciation and amortization | 54 | 54.1 |
Total costs and expenses | 2,675.8 | 2,510.7 |
Operating income | 280.8 | 246.4 |
Other expense: | ||
Interest expense | 24.2 | 19.3 |
Other expense, net | 1.1 | 1.9 |
Income before income taxes | 255.5 | 225.2 |
Income tax provision | 63.9 | 54.1 |
Net income | 191.6 | 171.1 |
Less: Net income attributable to noncontrolling interests | 1.5 | 2.1 |
Net income attributable to Reliance | $ 190.1 | $ 169 |
Earnings per share attributable to Reliance stockholders: | ||
Diluted earnings per common share (in dollars per share) | $ 2.80 | $ 2.30 |
Basic earnings per common share (in dollars per share) | 2.83 | 2.32 |
Cash dividends per share (in dollars per share) | $ 0.55 | $ 0.50 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net income | $ 191.6 | $ 171.1 |
Other comprehensive income (loss) | ||
Foreign currency translation gain (loss) | 6.8 | (2.9) |
Total other comprehensive income (loss) | 6.8 | (2.9) |
Comprehensive income | 198.4 | 168.2 |
Less: Comprehensive income attributable to noncontrolling interests | 1.5 | 2.1 |
Comprehensive income attributable to Reliance | $ 196.9 | $ 166.1 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Common Stock | Common Stock and Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Non-controlling Interests | Total |
Balance at Dec. 31, 2017 | $ 594.6 | $ 4,144.1 | $ (71.6) | $ 32.8 | $ 4,699.9 | |
Balance (in shares) at Dec. 31, 2017 | 72,610,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 169 | 2.1 | 171.1 | |||
Other comprehensive income (loss) | (2.9) | (2.9) | ||||
Dividends to noncontrolling interest holders | (1.8) | (1.8) | ||||
Stock-based compensation, net | 1 | 1 | ||||
Stock-based compensation, net (in shares) | 269,000 | |||||
Stock options exercised | 2.8 | 2.8 | ||||
Stock options exercised (in shares) | 48,000 | |||||
Repurchase of common shares | (49.3) | (49.3) | ||||
Repurchase of common shares (in shares) | (584,000) | |||||
Cash dividends - $0.50 and $0.55 per share for the quarter ended on March 31, 2018 and March 31, 2019, respectively | (37.2) | (37.2) | ||||
Balance at Mar. 31, 2018 | 549.1 | 4,275.9 | (74.5) | 33.1 | 4,783.6 | |
Balance (in shares) at Mar. 31, 2018 | 72,343,000 | |||||
Balance at Dec. 31, 2018 | 136.4 | 4,637.9 | (102.7) | 7.9 | $ 4,679.5 | |
Balance (in shares) at Dec. 31, 2018 | 66,882,000 | 66,882,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 190.1 | 1.5 | $ 191.6 | |||
Other comprehensive income (loss) | 6.8 | 6.8 | ||||
Stock-based compensation, net | (1.3) | (1.3) | ||||
Stock-based compensation, net (in shares) | 333,000 | |||||
Stock options exercised | 0.8 | $ 0.8 | ||||
Stock options exercised (in shares) | 20,000 | |||||
Repurchase of common shares (in shares) | 0 | |||||
Cash dividends - $0.50 and $0.55 per share for the quarter ended on March 31, 2018 and March 31, 2019, respectively | (38.2) | $ (38.2) | ||||
Balance at Mar. 31, 2019 | $ 135.9 | $ 4,789.8 | $ (95.9) | $ 9.4 | $ 4,839.2 | |
Balance (in shares) at Mar. 31, 2019 | 67,235,000 | 67,235,000 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | Apr. 23, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
CONSOLIDATED STATEMENTS OF EQUITY | |||
Cash dividends per share (in dollars per share) | $ 0.55 | $ 0.55 | $ 0.50 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities: | ||
Net income | $ 191.6 | $ 171.1 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 54 | 54.1 |
Provision for uncollectible accounts | 1.7 | 3.6 |
Gain on sales of property, plant and equipment | (0.2) | (0.1) |
Stock-based compensation expense | 8.2 | 6.4 |
Other | 1.8 | 4.1 |
Changes in operating assets and liabilities (excluding effect of businesses acquired): | ||
Accounts receivable | (180.7) | (234.2) |
Inventories | (119) | (169.8) |
Prepaid expenses and other assets | 41.2 | 15.9 |
Accounts payable and other liabilities | 118.6 | 162.2 |
Net cash provided by operating activities | 117.2 | 13.3 |
Investing activities: | ||
Purchases of property, plant and equipment | (53) | (41.8) |
Acquisitions, net of cash acquired | (39.6) | |
Other | 4.3 | 4.1 |
Net cash used in investing activities | (48.7) | (77.3) |
Financing activities: | ||
Net short-term debt borrowings | 1 | |
Proceeds from long-term debt borrowings | 374 | 398 |
Principal payments on long-term debt | (391) | (253.7) |
Dividends and dividend equivalents paid | (39.6) | (38.5) |
Share repurchases | (49.3) | |
Other | (8.8) | (2.6) |
Net cash (used in) provided by financing activities | (65.4) | 54.9 |
Effect of exchange rate changes on cash and cash equivalents | 2.3 | 0.1 |
Increase (decrease) in cash and cash equivalents | 5.4 | (9) |
Cash and cash equivalents at beginning of year | 128.2 | 154.4 |
Cash and cash equivalents at end of period | 133.6 | 145.4 |
Supplemental cash flow information: | ||
Interest paid during the period | 13.6 | 9 |
Income taxes paid during the period, net | $ 7.9 | $ 9 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Basis of Presentation | |
Basis of Presentation | RELIANCE STEEL & ALUMINUM CO. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2019 Note 1. Basis of Presentation Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) 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 U.S. GAAP for complete financial statements. In the opinion of management, our financial statements reflect all adjustments, which are of a normal recurring nature, necessary for presentation of financial statements for interim periods in accordance with U.S. GAAP. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results for the full year ending December 31, 2019. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto for the year ended December 31, 2018, included in the Reliance Steel & Aluminum Co. (“Reliance,” the “Company,” “we,” “our” or “us”) Annual Report on Form 10-K. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. Our consolidated financial statements include the assets, liabilities and operating results of majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The ownership of the other interest holders of consolidated subsidiaries is reflected as noncontrolling interests. Our investments in unconsolidated subsidiaries are recorded under the equity method of accounting. |
Impact of Recently Issued Accou
Impact of Recently Issued Accounting Guidance | 3 Months Ended |
Mar. 31, 2019 | |
Impact of Recently Issued Accounting Guidance | |
Impact of Recently Issued Accounting Guidance | Note 2. Impact of Recently Issued Accounting Guidance Impact of Recently Issued Accounting Standards—Adopted Leases —In February 2016, the Financial Accounting Standards Board (“FASB”) issued accounting changes that require lessees to recognize most long-term leases on the balance sheet through the recognition of a right-of-use asset and a lease liability using a modified retrospective transition method and provide enhanced disclosures. In July 2018, the FASB issued an update to these accounting changes providing an additional, optional transition method that allows lessees the option to initially apply the new accounting changes at the adoption date while continuing to present all prior periods under previous lease accounting guidance . We adopted the new standard on January 1, 2019 using the optional transition method and available practical expedients. The practical expedients allow us, among other things, to carry forward our assessment of lease classification and remaining lease terms under the previous lease accounting guidance. Our adoption of the new lease standard resulted in the recognition of $186.3 million of operating lease right-of-use assets and $187.1 million of operating lease liabilities but did not have a material impact on our consolidated statements of income, equity or cash flows. For further discussion of our leases, see Note 7 – “Leases.” |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2019 | |
Revenue | |
Revenues | Note 3. Revenues The following table presents our sales disaggregated by product and service. Certain sales taxes or value-added taxes collected from customers are excluded from our reported net sales. Three Months Ended March 31, 2019 2018 (in millions) Carbon steel $ 1,593.6 $ 1,461.2 Aluminum 565.8 550.2 Stainless steel 406.5 403.2 Alloy 184.3 169.0 Toll processing and logistics 111.7 101.1 Other and eliminations 94.7 72.4 Total $ 2,956.6 $ 2,757.1 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill. | |
Goodwill | Note 4. Goodwill The change in the carrying amount of goodwill is as follows: (in millions) Balance at January 1, 2019 $ 1,870.8 Purchase price allocation adjustments (0.5) Foreign currency translation gain 1.4 Balance at March 31, 2019 $ 1,871.7 We had no accumulated impairment losses related to goodwill at March 31, 2019. |
Intangible Assets, net
Intangible Assets, net | 3 Months Ended |
Mar. 31, 2019 | |
Intangible Assets, net | |
Intangible Assets, net | Note 5. Intangible Assets, net Intangible assets, net consisted of the following: March 31, 2019 December 31, 2018 Weighted Average Gross Gross Amortizable Carrying Accumulated Carrying Accumulated Life in Years Amount Amortization Amount Amortization (in millions) Intangible assets subject to amortization: Covenants not to compete 4.8 $ 0.8 $ (0.4) $ 0.8 $ (0.4) Customer lists/relationships 15.0 708.6 (404.9) 707.3 (393.4) Software 10.0 8.1 (8.1) 8.1 (8.1) Other 7.5 1.1 (0.9) 1.0 (0.9) 718.6 (414.3) 717.2 (402.8) Intangible assets not subject to amortization: Trade names 758.1 — 757.6 — $ 1,476.7 $ (414.3) $ 1,474.8 $ (402.8) Intangible assets amortization expense was $10.8 million and $11.8 million for the first quarters of 2019 and 2018, respectively. Foreign currency translation gains related to intangible assets, net, were $1.2 million in the first quarter of 2019 compared to $0.9 million of foreign currency translation losses in the first quarter of 2018. The following is a summary of estimated future amortization expense for the remaining nine months of 2019 and each of the succeeding five years: (in millions) 2019 (remaining nine months) $ 32.3 2020 43.1 2021 41.4 2022 36.7 2023 30.7 2024 27.2 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt | |
Debt | Note 6. Debt Debt consisted of the following: March 31, December 31, 2019 2018 (in millions) Unsecured revolving credit facility due September 30, 2021 $ 923.0 $ 925.0 Unsecured term loan due from June 28, 2019 to September 30, 2021 510.0 525.0 Senior unsecured notes due April 15, 2023 500.0 500.0 Senior unsecured notes due November 15, 2036 250.0 250.0 Other notes and revolving credit facilities 14.3 14.2 Total 2,197.3 2,214.2 Less: unamortized discount and debt issuance costs (9.8) (10.5) Less: amounts due within one year and short-term borrowings (65.3) (65.2) Total long-term debt $ 2,122.2 $ 2,138.5 Unsecured Credit Facility On September 30, 2016, we entered into a $2.1 billion unsecured five-year credit agreement (“Credit Agreement”) comprised of a $1.5 billion unsecured revolving credit facility and a $600.0 million unsecured term loan, with an option to increase the revolving credit facility up to an additional $500.0 million at our request, subject to approval of the lenders and certain other customary conditions. Weighted average interest rates on borrowings outstanding on the revolving credit facility were 3.82% and 3.86% as of March 31, 2019 and December 31, 2018, respectively. Weighted average interest rates on borrowings outstanding on the term loan were 3.75% and 3.77% as of March 31, 2019 and December 31, 2018, respectively. Senior Unsecured Notes On November 20, 2006, we entered into an indenture (the “2006 Indenture”) for the issuance of $600.0 million of unsecured debt securities. The total debt issued was comprised of two tranches, (a) $350.0 million aggregate principal amount of senior unsecured notes bearing interest at the rate of 6.20% per annum, which matured and were repaid on November 15, 2016 and (b) $250.0 million aggregate principal amount of senior unsecured notes bearing interest at the rate of 6.85% per annum, maturing on November 15, 2036. On April 12, 2013, we entered into an indenture (the “2013 Indenture” and, together with the 2006 Indenture, the “Indentures”) for the issuance of $500.0 million aggregate principal amount of senior unsecured notes at the rate of 4.50% per annum, maturing on April 15, 2023. Under the Indentures, the notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. If we experience a change in control accompanied by a downgrade in our credit rating, we will be required to make an offer to repurchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest. Other Notes and Revolving Credit Facilities Revolving credit facilities with a combined credit limit of approximately $10.1 million are in place for operations in Asia with combined outstanding balances of $4.8 million and $4.7 million as of March 31, 2019 and December 31, 2018, respectively. Various industrial revenue bonds had combined outstanding balances of $9.5 million as of March 31, 2019 and December 31, 2018, and have maturities through 2027. Covenants The Credit Agreement and the Indentures include customary representations, warranties, covenants and events of default provisions. The covenants under the Credit Agreement include, among other things, two financial maintenance covenants that require us to comply with a minimum interest coverage ratio and a maximum leverage ratio. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases | |
Leases | Note 7. Leases Our metals service center leases are comprised of processing and distribution facilities, ground leases and other leased spaces, such as depots, sales offices and storage. We also lease various office buildings, including our corporate headquarters in Los Angeles, California. Our leases of facilities and other spaces expire at various times through 2031 and our ground leases expire at various times through 2041. Nearly all of our leases are operating leases. Information regarding the insignificant amount of finance leases we have is not meaningful to an understanding of our lease obligations. The following is a summary of our lease cost: Three Months Ended March 31, 2019 2018 (in millions) Operating lease cost $ 20.8 $ 19.8 Supplemental cash flow and balance sheet information is presented below: March 31, 2019 (in millions) Supplemental cash flow information: Operating cash flows from operating leases (three months ended) $ (20.2) Right-of-use assets obtained in exchange for lease obligations (three months ended) $ Other lease information: Weighted average remaining lease term—operating leases 5.8 years Weighted average discount rate—operating leases Maturities of operating lease liabilities are as follows: March 31, December 31, 2019 2018 (in millions) 2019 $ $ 59.5 2020 45.5 2021 32.9 2022 22.7 2023 16.2 Thereafter 40.7 Total lease payments 218.8 217.5 Less: imputed interest (32.4) — Total $ 186.4 $ 217.5 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Taxes | |
Income Taxes | Note 8. Income Taxes Our effective income tax rates for the first quarters of 2019 and 2018 were 25.0% and 24.0%, respectively. The differences between our effective income tax rates and the U.S. federal statutory rate of 21% were mainly due to state income taxes offset by the effects of company-owned life insurance policies. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity | |
Equity | Note 9. Equity Dividends On April 23, 2019, our Board of Directors declared the 2019 second quarter cash dividend of $0.55 per share. The dividend is payable on June 14, 2019 to stockholders of record as of May 24, 2019. During the first quarters of 2019 and 2018, we declared and paid quarterly dividends of $0.55 and $0.50 per share, or $37.0 million and $36.5 million in total, respectively. In addition, we paid $2.6 million and $2.0 million in dividend equivalents with respect to vested restricted stock units (“RSUs”) during the first quarters of 2019 and 2018, respectively. Stock-Based Compensation We make annual grants of long-term incentive awards to officers and key employees in the forms of service-based and performance-based RSUs that generally have approximately 3-year vesting periods. The performance-based RSU awards are subject to both service and performance goal criteria. We also make annual grants of stock to the non-employee members of the Board of Directors that include dividend rights and vest immediately upon grant. The fair value of the RSUs and stock grants is determined based on the closing stock price of our common stock on the grant date. In the first quarters of 2019 and 2018, we made payments of $9.5 million and $5.4 million, respectively, to tax authorities on our employees’ behalf for shares withheld related to net share settlements. These payments are reflected in the Stock-based compensation, net caption of our consolidated statements of equity. A summary of the status of our unvested service-based and performance-based RSUs as of March 31, 2019 and changes during the quarter then ended is as follows: Weighted Average Grant Date Fair Value Unvested RSUs Shares Per RSU Unvested at January 1, 2019 889,830 $ Granted (1) 488,345 Vested (205) Cancelled or forfeited (1,670) Unvested at March 31, 2019 $ Shares reserved for future grants (all plans) (1) 488,345 RSUs, including 194,155 performance-based RSUs, were granted in March 2019 with a fair value of $88.05 per share. The service-based RSUs cliff vest on December 1, 2021 and the performance-based RSUs have a three-year performance period ended December 31, 2021. Share Repurchase Plan On October 23, 2018, our Board of Directors amended our share repurchase plan, increasing the total authorized number of shares available to be repurchased by 5.0 million and extending the duration of the plan through December 31, 2021. As of March 31, 2019, we had authorization under the plan to repurchase approximately 7.0 million shares, or about 10% of our current outstanding shares. We repurchase shares through open market purchases under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Repurchased and subsequently retired shares are restored to the status of authorized but unissued shares . There were no share repurchases in the first quarter of 2019 compared to $50.0 million of share repurchases in the first quarter of 2018. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss included the following: Pension and Accumulated Foreign Currency Postretirement Other Translation Benefit Adjustments, Comprehensive (Loss) Gain Net of Tax (Loss) Income (in millions) Balance as of January 1, 2019 $ (76.8) $ (25.9) $ (102.7) Current-period change 6.8 — 6.8 Balance as of March 31, 2019 $ (70.0) $ (25.9) $ (95.9) Foreign currency translation adjustments have not been adjusted for income taxes. Pension and postretirement benefit adjustments are net of taxes of $6.5 million as of March 31, 2019 and December 31, 2018. Income tax effects are released from accumulated other comprehensive loss as defined benefit plan and supplemental executive retirement plan obligations are settled. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitment and Contingencies | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Environmental Contingencies We are currently involved with an environmental remediation project related to activities at former manufacturing operations of Earle M. Jorgensen Company (“EMJ”), our wholly owned subsidiary, that were sold many years prior to our acquisition of EMJ in 2006. Although the potential cleanup costs could be significant, EMJ maintained insurance policies during the time it owned the manufacturing operations that have covered costs incurred to date, and are expected to continue to cover the majority of the related costs. We do not expect that this obligation will have a material adverse impact on our consolidated financial position, results of operations or cash flows. Legal Matters From time to time, we are named as a defendant in legal actions. Generally, these actions arise in the ordinary course of business. We are not currently a party to any pending legal proceedings other than routine litigation incidental to the business. We expect that these matters will be resolved without having a material adverse effect on our results of operations, financial condition or cash flows. We maintain general liability insurance against risks arising in the ordinary course of business. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share | |
Earnings Per Share | Note 11. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended March 31, 2019 2018 (in millions, except number of shares, which are reflected in thousands, and per share amounts) Numerator: Net income attributable to Reliance $ $ Denominator: Weighted average shares outstanding Dilutive effect of stock-based awards Weighted average diluted shares outstanding Earnings per share attributable to Reliance stockholders: Diluted $ $ Basic $ $ Potentially dilutive securities whose effect would have been antidilutive were not significant for the first quarters of 2019 and 2018. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue | |
Schedule of disaggregation of revenue | Three Months Ended March 31, 2019 2018 (in millions) Carbon steel $ 1,593.6 $ 1,461.2 Aluminum 565.8 550.2 Stainless steel 406.5 403.2 Alloy 184.3 169.0 Toll processing and logistics 111.7 101.1 Other and eliminations 94.7 72.4 Total $ 2,956.6 $ 2,757.1 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill. | |
Schedule of changes in the carrying amount of goodwill | (in millions) Balance at January 1, 2019 $ 1,870.8 Purchase price allocation adjustments (0.5) Foreign currency translation gain 1.4 Balance at March 31, 2019 $ 1,871.7 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Intangible Assets, net | |
Summary of intangible assets, net | March 31, 2019 December 31, 2018 Weighted Average Gross Gross Amortizable Carrying Accumulated Carrying Accumulated Life in Years Amount Amortization Amount Amortization (in millions) Intangible assets subject to amortization: Covenants not to compete 4.8 $ 0.8 $ (0.4) $ 0.8 $ (0.4) Customer lists/relationships 15.0 708.6 (404.9) 707.3 (393.4) Software 10.0 8.1 (8.1) 8.1 (8.1) Other 7.5 1.1 (0.9) 1.0 (0.9) 718.6 (414.3) 717.2 (402.8) Intangible assets not subject to amortization: Trade names 758.1 — 757.6 — $ 1,476.7 $ (414.3) $ 1,474.8 $ (402.8) |
Summary of estimated aggregate amortization expense | (in millions) 2019 (remaining nine months) $ 32.3 2020 43.1 2021 41.4 2022 36.7 2023 30.7 2024 27.2 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt | |
Summary of debt | March 31, December 31, 2019 2018 (in millions) Unsecured revolving credit facility due September 30, 2021 $ 923.0 $ 925.0 Unsecured term loan due from June 28, 2019 to September 30, 2021 510.0 525.0 Senior unsecured notes due April 15, 2023 500.0 500.0 Senior unsecured notes due November 15, 2036 250.0 250.0 Other notes and revolving credit facilities 14.3 14.2 Total 2,197.3 2,214.2 Less: unamortized discount and debt issuance costs (9.8) (10.5) Less: amounts due within one year and short-term borrowings (65.3) (65.2) Total long-term debt $ 2,122.2 $ 2,138.5 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases | |
Schedule of lease cost | Three Months Ended March 31, 2019 2018 (in millions) Operating lease cost $ 20.8 $ 19.8 |
Schedule of supplemental cash flow and other lease information | March 31, 2019 (in millions) Supplemental cash flow information: Operating cash flows from operating leases (three months ended) $ (20.2) Right-of-use assets obtained in exchange for lease obligations (three months ended) $ Other lease information: Weighted average remaining lease term—operating leases 5.8 years Weighted average discount rate—operating leases |
Schedule of maturities of operating lease liabilities | March 31, December 31, 2019 2018 (in millions) 2019 $ $ 59.5 2020 45.5 2021 32.9 2022 22.7 2023 16.2 Thereafter 40.7 Total lease payments 218.8 217.5 Less: imputed interest (32.4) — Total $ 186.4 $ 217.5 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity | |
Summary of the status of the Company's unvested restricted stock units and changes during the year | Weighted Average Grant Date Fair Value Unvested RSUs Shares Per RSU Unvested at January 1, 2019 889,830 $ Granted (1) 488,345 Vested (205) Cancelled or forfeited (1,670) Unvested at March 31, 2019 $ Shares reserved for future grants (all plans) (1) 488,345 RSUs, including 194,155 performance-based RSUs, were granted in March 2019 with a fair value of $88.05 per share. The service-based RSUs cliff vest on December 1, 2021 and the performance-based RSUs have a three-year performance period ended December 31, 2021. |
Schedule of accumulated other comprehensive loss | Pension and Accumulated Foreign Currency Postretirement Other Translation Benefit Adjustments, Comprehensive (Loss) Gain Net of Tax (Loss) Income (in millions) Balance as of January 1, 2019 $ (76.8) $ (25.9) $ (102.7) Current-period change 6.8 — 6.8 Balance as of March 31, 2019 $ (70.0) $ (25.9) $ (95.9) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share | |
Computation of basic and diluted earnings per share | Three Months Ended March 31, 2019 2018 (in millions, except number of shares, which are reflected in thousands, and per share amounts) Numerator: Net income attributable to Reliance $ $ Denominator: Weighted average shares outstanding Dilutive effect of stock-based awards Weighted average diluted shares outstanding Earnings per share attributable to Reliance stockholders: Diluted $ $ Basic $ $ |
Impact of Recently Issued Acc_2
Impact of Recently Issued Accounting Guidance (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Impact of Recently Issued Accounting Standards—Not Yet Adopted | |||
Operating lease right-of-use assets | $ 185 | ||
Operating lease liability | $ 186.4 | $ 217.5 | |
Restated Amount | ASU 2016-02 Leases | |||
Impact of Recently Issued Accounting Standards—Not Yet Adopted | |||
Operating lease right-of-use assets | $ 186.3 | ||
Operating lease liability | $ 187.1 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue Disaggregation | ||
Revenue | $ 2,956.6 | $ 2,757.1 |
Carbon steel | ||
Revenue Disaggregation | ||
Revenue | 1,593.6 | 1,461.2 |
Aluminum | ||
Revenue Disaggregation | ||
Revenue | 565.8 | 550.2 |
Stainless steel | ||
Revenue Disaggregation | ||
Revenue | 406.5 | 403.2 |
Alloy | ||
Revenue Disaggregation | ||
Revenue | 184.3 | 169 |
Toll processing and logistics | ||
Revenue Disaggregation | ||
Revenue | 111.7 | 101.1 |
Other | ||
Revenue Disaggregation | ||
Revenue | $ 94.7 | $ 72.4 |
Goodwill (Details)
Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Change in the carrying amount of goodwill | |
Balance at the beginning of the period | $ 1,870.8 |
Purchase price allocation adjustments | (0.5) |
Foreign currency translation gain | 1.4 |
Balance at the end of the period | 1,871.7 |
Accumulated impairment losses | $ 0 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Intangible assets subject to amortization: | |||
Intangible assets subject to amortization, Gross Carrying Amount | $ 718.6 | $ 717.2 | |
Intangible assets subject to amortization, Accumulated Amortization | (414.3) | (402.8) | |
Intangible assets | |||
Intangible assets, Gross Carrying Amount | 1,476.7 | 1,474.8 | |
Amortization expense for intangible assets | 10.8 | $ 11.8 | |
Changes in intangible assets due to foreign currency translation gains (losses) | 1.2 | $ (0.9) | |
Summary of estimated aggregate amortization expense for each of the succeeding five years | |||
2019 (remaining nine months) | 32.3 | ||
2020 | 43.1 | ||
2021 | 41.4 | ||
2022 | 36.7 | ||
2023 | 30.7 | ||
2024 | 27.2 | ||
Trade names | |||
Intangible assets not subject to amortization: | |||
Intangible assets not subject to amortization, Gross Carrying Amount | $ 758.1 | 757.6 | |
Covenants not to compete | |||
Intangible assets subject to amortization: | |||
Weighted average amortizable life in years | 4 years 9 months 18 days | ||
Intangible assets subject to amortization, Gross Carrying Amount | $ 0.8 | 0.8 | |
Intangible assets subject to amortization, Accumulated Amortization | $ (0.4) | (0.4) | |
Customer lists/relationships | |||
Intangible assets subject to amortization: | |||
Weighted average amortizable life in years | 15 years | ||
Intangible assets subject to amortization, Gross Carrying Amount | $ 708.6 | 707.3 | |
Intangible assets subject to amortization, Accumulated Amortization | $ (404.9) | (393.4) | |
Software | |||
Intangible assets subject to amortization: | |||
Weighted average amortizable life in years | 10 years | ||
Intangible assets subject to amortization, Gross Carrying Amount | $ 8.1 | 8.1 | |
Intangible assets subject to amortization, Accumulated Amortization | $ (8.1) | (8.1) | |
Other | |||
Intangible assets subject to amortization: | |||
Weighted average amortizable life in years | 7 years 6 months | ||
Intangible assets subject to amortization, Gross Carrying Amount | $ 1.1 | 1 | |
Intangible assets subject to amortization, Accumulated Amortization | $ (0.9) | $ (0.9) |
Debt - Summary (Details)
Debt - Summary (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 31, 2018 |
Debt | ||
Total | $ 2,197.3 | $ 2,214.2 |
Less: unamortized discount and debt issuance costs | (9.8) | (10.5) |
Less: amounts due within one year and short-term borrowings | (65.3) | (65.2) |
Total long-term debt | 2,122.2 | 2,138.5 |
Unsecured revolving credit facility due September 30, 2021 | ||
Debt | ||
Total | 923 | 925 |
Unsecured term loan due from June 28, 2019 to September 30, 2021 | ||
Debt | ||
Total | 510 | 525 |
Senior unsecured notes due April 15, 2023 | ||
Debt | ||
Total | 500 | 500 |
Senior unsecured notes due November 15, 2036 | ||
Debt | ||
Total | 250 | 250 |
Other notes and revolving credit facilities | ||
Debt | ||
Total | $ 14.3 | $ 14.2 |
Debt - Other (Details)
Debt - Other (Details) $ in Millions | Apr. 12, 2013USD ($) | Nov. 20, 2006USD ($)tranche | Sep. 30, 2016USD ($) | Mar. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | Nov. 15, 2016USD ($) |
Debt | ||||||
Total | $ 2,197.3 | $ 2,214.2 | ||||
Number of financial covenants | item | 2 | |||||
Credit Agreement | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 2,100 | |||||
Debt term | 5 years | |||||
Unsecured revolving credit facility due September 30, 2021 | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 1,500 | |||||
Total | $ 923 | $ 925 | ||||
Additional maximum borrowing capacity under the credit agreement subject to approval of the lenders and certain other conditions | 500 | |||||
Commitment fee on unused portion of revolving credit facility (as a percent) | 0.15% | |||||
Weighted average fixed interest rate (as a percent) | 3.82% | 3.86% | ||||
Letters of credit outstanding | $ 41.8 | |||||
Available on the revolving credit facility | $ 535.2 | |||||
Unsecured revolving credit facility due September 30, 2021 | LIBOR | ||||||
Debt | ||||||
Variable interest rate | LIBOR | |||||
Interest rate added to base (as a percent) | 1.25% | |||||
Unsecured revolving credit facility due September 30, 2021 | Bank prime rate | ||||||
Debt | ||||||
Variable interest rate | bank prime | |||||
Interest rate added to base (as a percent) | 0.25% | |||||
Unsecured term loan due from June 28, 2019 to September 30, 2021 | ||||||
Debt | ||||||
Total | $ 510 | $ 525 | ||||
Debt amount | $ 600 | |||||
Annual amortization of term loan thereafter until June 2021 (as a percent) | 10.00% | |||||
Weighted average fixed interest rate (as a percent) | 3.75% | 3.77% | ||||
Unsecured term loan due from June 28, 2019 to September 30, 2021 | LIBOR | ||||||
Debt | ||||||
Variable interest rate | LIBOR | |||||
Interest rate added to base (as a percent) | 1.25% | |||||
Unsecured term loan due from June 28, 2019 to September 30, 2021 | Bank prime rate | ||||||
Debt | ||||||
Variable interest rate | bank prime | |||||
Interest rate added to base (as a percent) | 0.25% | |||||
Senior Unsecured Notes | ||||||
Debt | ||||||
Percentage of principal amount at which the notes may be required to be repurchased in event of a change of control and a downgrade of the entity's credit rating | 101.00% | |||||
Senior unsecured notes issued November 20, 2006 | ||||||
Debt | ||||||
Issuance of debt | $ 600 | |||||
Number of tranches comprising the debt issuance | tranche | 2 | |||||
Senior unsecured notes due November 15, 2016 | ||||||
Debt | ||||||
Total | $ 0 | |||||
Interest rate (as a percent) | 6.20% | |||||
Lump sum payment on maturity | $ 350 | |||||
Issuance of debt | $ 350 | |||||
Senior unsecured notes due April 15, 2023 | ||||||
Debt | ||||||
Total | $ 500 | $ 500 | ||||
Interest rate (as a percent) | 4.50% | |||||
Issuance of debt | $ 500 | |||||
Senior unsecured notes due November 15, 2036 | ||||||
Debt | ||||||
Total | 250 | 250 | ||||
Interest rate (as a percent) | 6.85% | |||||
Issuance of debt | $ 250 | |||||
Other notes and revolving credit facilities | ||||||
Debt | ||||||
Maximum borrowing capacity | 10.1 | |||||
Total | 4.8 | 4.7 | ||||
IRB | ||||||
Debt | ||||||
Total | $ 9.5 | $ 9.5 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Leases | |||
Operating lease cost | $ 20.8 | $ 19.8 | |
Operating cash flows from operating leases (three months ended) | (20.2) | ||
Right-of-use assets obtained in exchange for lease obligations (three months ended) | $ 11.7 | ||
Weighted average remaining lease term - operating leases | 5 years 9 months 18 days | ||
Weighted average discount rate - operating leases | 4.60% | ||
Maturities of operating lease liabilities | |||
2019 | $ 45.3 | $ 59.5 | |
2020 | 48.8 | 45.5 | |
2021 | 36.3 | 32.9 | |
2022 | 25.2 | 22.7 | |
2023 | 18.2 | 16.2 | |
Thereafter | 45 | 40.7 | |
Total lease payments | 218.8 | 217.5 | |
Less: imputed interest | (32.4) | ||
Total | $ 186.4 | $ 217.5 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Taxes | ||
Effective tax rate (as a percent) | 25.00% | 24.00% |
Income tax at U.S. federal statutory tax rate (as a percent) | 21.00% | 21.00% |
Equity - Share Repurchases, Div
Equity - Share Repurchases, Dividends, Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 23, 2019 | Oct. 23, 2018 | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Share Repurchase Plan | |||||
Increase in authorized number of shares to be repurchased | 5,000,000 | ||||
Number of shares authorized by the Board of Directors to be repurchased under share repurchase plan | 7,000,000 | 7,000,000 | |||
Number of shares authorized by the Board of Directors to be repurchased under share repurchase plan, expressed as a percentage of outstanding shares (as a percent) | 10.00% | 10.00% | |||
Share repurchases (in shares) | 0 | ||||
Common Stock and Additional Paid-In (in Shares) | |||||
Share repurchases (in shares) | 0 | ||||
Share repurchases | $ 50 | ||||
Common Stock and Additional Paid-In (in Amount) | |||||
Stock options exercised | $ 0.8 | $ 2.8 | |||
Dividends | |||||
Common stock quarterly dividend per share (in dollars per share) | $ 0.55 | $ 0.55 | $ 0.50 | ||
Common stock dividend quarterly declared and paid per share (in dollars per share) | $ 0.55 | $ 0.50 | |||
Dividends paid | $ 37 | $ 36.5 | |||
Common Stock and Additional Paid in Capital | |||||
Common Stock and Additional Paid-In (in Shares) | |||||
Payments made to tax authorities on employees' behalf | 9.5 | 5.4 | |||
Common Stock and Additional Paid-In (in Amount) | |||||
Stock options exercised | 0.8 | 2.8 | |||
RSU's | |||||
Dividends | |||||
Dividend equivalents paid | $ 2.6 | $ 2 | |||
Stock-Based Compensation | |||||
Vesting period (in years) | 3 years | ||||
Changes | |||||
Granted (in shares) | 488,345 | ||||
RSU's | Performance-based | |||||
Stock-Based Compensation | |||||
Vesting period (in years) | 3 years | ||||
Changes | |||||
Granted (in shares) | 194,155 | ||||
Weighted Average Grant Date Fair Value | |||||
Granted (in dollars per shares) | $ 88.05 | ||||
Unvested RSUs | |||||
Changes | |||||
Unvested at the beginning of the period (in shares) | 889,830 | ||||
Granted (in shares) | 488,345 | ||||
Vested (in shares) | (205) | ||||
Cancelled or forfeited (in shares) | (1,670) | ||||
Unvested at the end of the period (in shares) | 1,376,300 | 1,376,300 | |||
Shares reserved for future grants (all plans) | 1,039,744 | 1,039,744 | |||
Weighted Average Grant Date Fair Value | |||||
Unvested at the beginning of the period (in dollars per share) | $ 82.05 | ||||
Granted (in dollars per shares) | 88.05 | ||||
Vested (in dollars per shares) | 81.28 | ||||
Cancelled or forfeited (in dollars per shares) | 81.82 | ||||
Unvested at the end of the period (in dollars per shares) | $ 84.18 | $ 84.18 |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Schedule of accumulated other comprehensive loss | ||
Balance at the beginning of the period | $ (102.7) | |
Current-year change | 6.8 | |
Balance at the end of the period | (95.9) | |
Deferred tax assets in accumulated other comprehensive loss, pension liabilities | 6.5 | $ 6.5 |
Foreign Currency Translation Loss | ||
Schedule of accumulated other comprehensive loss | ||
Balance at the beginning of the period | (76.8) | |
Current-year change | 6.8 | |
Balance at the end of the period | (70) | |
Pension and Postretirement Benefit Adjustments, Net of Tax | ||
Schedule of accumulated other comprehensive loss | ||
Balance at the beginning of the period | (25.9) | |
Balance at the end of the period | $ (25.9) |
Commitments and Contingencies -
Commitments and Contingencies - (Details) | Mar. 31, 2019 |
Environmental Contingencies | |
Ownership interest in domestic subsidiaries (as a percent) | 100.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income attributable to Reliance | $ 190.1 | $ 169 |
Denominator: | ||
Weighted average shares outstanding (in shares) | 67,127 | 72,818 |
Dilutive effect of stock-based awards (in shares) | 799 | 632 |
Weighted average diluted shares outstanding (in shares) | 67,926 | 73,450 |
Earnings per share attributable to Reliance stockholders - diluted (in dollars per share) | $ 2.80 | $ 2.30 |
Earnings per share attributable to Reliance stockholders - basic (in dollars per share) | $ 2.83 | $ 2.32 |