Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 26, 2024 | |
Cover Abstract | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-13122 | |
Entity Registrant Name | RELIANCE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-1142616 | |
Entity Address, Address Line One | 16100 N. 71st Street, Suite 400 | |
Entity Address, City or Town | Scottsdale | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85254 | |
City Area Code | (480) | |
Local Phone Number | 564-5700 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | RS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 55,015,528 | |
Entity Central Index Key | 0000861884 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME | ||||
Net sales | $ 3,643.3 | $ 3,880.3 | $ 7,288.1 | $ 7,845.6 |
Costs and expenses: | ||||
Cost of sales (exclusive of depreciation and amortization shown below) | 2,557.3 | 2,657.6 | 5,073.9 | 5,396.9 |
Warehouse, delivery, selling, general and administrative | 667.7 | 650.6 | 1,339.2 | 1,301.9 |
Depreciation and amortization | 66.6 | 60.8 | 130.2 | 121.9 |
Total costs and expenses | 3,291.6 | 3,369 | 6,543.3 | 6,820.7 |
Operating income | 351.7 | 511.3 | 744.8 | 1,024.9 |
Other (income) expense: | ||||
Interest expense | 9.7 | 9.7 | 19.4 | 20.6 |
Other income, net | (7.7) | (9.3) | (20.5) | (15.1) |
Income before income taxes | 349.7 | 510.9 | 745.9 | 1,019.4 |
Income tax provision | 81.4 | 124.6 | 173.8 | 248.7 |
Net income | 268.3 | 386.3 | 572.1 | 770.7 |
Less: net income attributable to noncontrolling interests | 0.5 | 1.2 | 1.4 | 2.5 |
Net income attributable to Reliance | $ 267.8 | $ 385.1 | $ 570.7 | $ 768.2 |
Earnings per share attributable to Reliance stockholders: | ||||
Basic (in dollars per share) | $ 4.71 | $ 6.56 | $ 9.99 | $ 13.07 |
Diluted (in dollars per share) | $ 4.67 | $ 6.49 | $ 9.90 | $ 12.92 |
Shares used in computing earnings per share: | ||||
Basic (in shares) | 56,878 | 58,688 | 57,109 | 58,760 |
Diluted (in shares) | 57,394 | 59,346 | 57,638 | 59,440 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 268.3 | $ 386.3 | $ 572.1 | $ 770.7 |
Other comprehensive (loss) income: | ||||
Foreign currency translation (loss) gain | (7.4) | 0.7 | (23.1) | 1.2 |
Postretirement benefit adjustments, net of tax | (0.8) | (0.8) | (1.7) | (1.5) |
Total other comprehensive loss | (8.2) | (0.1) | (24.8) | (0.3) |
Comprehensive income | 260.1 | 386.2 | 547.3 | 770.4 |
Less: comprehensive income attributable to noncontrolling interests | 0.5 | 1.2 | 1.4 | 2.5 |
Comprehensive income attributable to Reliance | $ 259.6 | $ 385 | $ 545.9 | $ 767.9 |
UNAUDITED CONSOLIDATED BALANCE
UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 350.8 | $ 1,080.2 |
Accounts receivable, less allowance for credit losses of $27.6 at June 30, 2024 and $24.9 at December 31, 2023 | 1,650.9 | 1,472.4 |
Inventories | 2,288.7 | 2,043.2 |
Prepaid expenses and other current assets | 132.3 | 140.4 |
Income taxes receivable | 9.8 | 35.6 |
Total current assets | 4,432.5 | 4,771.8 |
Property, plant and equipment: | ||
Land | 292.8 | 281.7 |
Buildings | 1,627.1 | 1,510.9 |
Machinery and equipment | 2,813.6 | 2,700.4 |
Accumulated depreciation | (2,295.9) | (2,244.6) |
Property, plant and equipment, net | 2,437.6 | 2,248.4 |
Operating lease right-of-use assets | 241.7 | 231.6 |
Goodwill | 2,167 | 2,111.1 |
Intangible assets, net | 1,036.2 | 981.1 |
Cash surrender value of life insurance policies, net | 34.4 | 43.8 |
Other long-term assets | 98.7 | 92.5 |
Total assets | 10,448.1 | 10,480.3 |
Current liabilities: | ||
Accounts payable | 458.4 | 410.3 |
Accrued expenses | 146.6 | 118.5 |
Accrued compensation and retirement benefits | 173.8 | 213.9 |
Accrued insurance costs | 47 | 44.4 |
Current maturities of long-term debt | 0.3 | 0.3 |
Current maturities of operating lease liabilities | 57.4 | 56.2 |
Total current liabilities | 883.5 | 843.6 |
Long-term debt | 1,143.3 | 1,141.9 |
Operating lease liabilities | 187.6 | 178.9 |
Long-term retirement benefits | 27.7 | 25.1 |
Other long-term liabilities | 71.3 | 64 |
Deferred income taxes | 501.7 | 494 |
Total liabilities | 2,815.1 | 2,747.5 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.001 par value: 5,000 shares authorized; none issued or outstanding | ||
Common stock and additional paid-in capital, $0.001 par value and 200,000 shares authorized Issued and outstanding shares-55,627 at June 30, 2024 and 57,271 at December 31, 2023 | 0.1 | 0.1 |
Retained earnings | 7,724.4 | 7,798.9 |
Accumulated other comprehensive loss | (101.5) | (76.7) |
Total Reliance stockholders' equity | 7,623 | 7,722.3 |
Noncontrolling interests | 10 | 10.5 |
Total equity | 7,633 | 7,732.8 |
Total liabilities and equity | $ 10,448.1 | $ 10,480.3 |
UNAUDITED CONSOLIDATED BALANC_2
UNAUDITED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
UNAUDITED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for credit losses | $ 27.6 | $ 24.9 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, Authorized shares | 5,000 | 5,000 |
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 | 200,000 |
Common stock, Issued shares | 55,627 | 57,271 |
Common stock, outstanding shares | 55,627 | 57,271 |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities: | ||
Net income | $ 572.1 | $ 770.7 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 130.2 | 121.9 |
Stock-based compensation expense | 26.9 | 31.6 |
Other | 3.7 | 2.2 |
Changes in operating assets and liabilities (excluding effect of businesses acquired): | ||
Accounts receivable | (142.2) | (163.3) |
Inventories | (141) | (202.1) |
Prepaid expenses and other assets | 84.5 | 71.1 |
Accounts payable and other liabilities | (41.6) | 47.6 |
Net cash provided by operating activities | 492.6 | 679.7 |
Investing activities: | ||
Acquisitions, net of cash acquired | (346.5) | (24.1) |
Purchases of property, plant and equipment | (206.9) | (233.1) |
Other | (8.6) | 2.2 |
Net cash used in investing activities | (562) | (255) |
Financing activities: | ||
Net short-term debt repayments | (2.2) | |
Principal payment on long-term debt | (505.7) | |
Cash dividends and dividend equivalents | (127.9) | (120.6) |
Share repurchases | (519.3) | (112.8) |
Taxes paid related to net share settlement of restricted stock units | (24.1) | (37.3) |
Other | 17.2 | (1.8) |
Net cash used in financing activities | (654.1) | (780.4) |
Effect of exchange rate changes on cash and cash equivalents | (5.9) | (1.4) |
Decrease in cash and cash equivalents | (729.4) | (357.1) |
Cash and cash equivalents at beginning of year | 1,080.2 | 1,173.4 |
Cash and cash equivalents at end of the period | 350.8 | 816.3 |
Supplemental cash flow information: | ||
Interest paid during the period | 18 | 23.7 |
Income taxes paid during the period, net | $ 147.7 | $ 191 |
UNAUDITED CONSOLIDATED STATEM_4
UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Reliance Stockholders' | Common Stock and Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Non-controlling Interests | Total |
Balances at Dec. 31, 2022 | $ 0.1 | $ 7,173.6 | $ (86.3) | $ 8.5 | $ 7,095.9 | |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income attributable to Reliance | 768.2 | 768.2 | ||||
Cash dividends and dividend equivalents | (120.6) | |||||
Other comprehensive loss | (0.3) | (0.3) | ||||
Comprehensive income | 2.5 | (2.5) | ||||
Dividends paid | (1.1) | |||||
Stock-based compensation | 31.6 | |||||
Taxes paid related to net share settlement of restricted stock units | (7.5) | (29.8) | ||||
Repurchase of common shares | (24.1) | (88.7) | ||||
Excise tax on repurchase of common shares | (0.6) | |||||
Balances at Jun. 30, 2023 | $ 7,615.6 | 0.1 | 7,702.1 | (86.6) | 9.9 | 7,625.5 |
Balances at Mar. 31, 2023 | 0.1 | 7,432.1 | (86.5) | 8.7 | 7,354.4 | |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income attributable to Reliance | 385.1 | 385.1 | ||||
Cash dividends and dividend equivalents | (58.6) | |||||
Other comprehensive loss | (0.1) | (0.1) | ||||
Comprehensive income | 1.2 | (1.2) | ||||
Stock-based compensation | 18.1 | |||||
Taxes paid related to net share settlement of restricted stock units | (0.1) | |||||
Repurchase of common shares | (18) | (55.9) | ||||
Excise tax on repurchase of common shares | (0.6) | |||||
Balances at Jun. 30, 2023 | 7,615.6 | 0.1 | 7,702.1 | (86.6) | 9.9 | 7,625.5 |
Balances at Dec. 31, 2023 | 0.1 | 7,798.9 | (76.7) | 10.5 | 7,732.8 | |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income attributable to Reliance | 570.7 | 570.7 | ||||
Cash dividends and dividend equivalents | (127.9) | |||||
Other comprehensive loss | (24.8) | (24.8) | ||||
Comprehensive income | 1.4 | (1.4) | ||||
Acquisition | 0.3 | |||||
Dividends paid | (2.2) | |||||
Stock-based compensation | 26.9 | |||||
Taxes paid related to net share settlement of restricted stock units | (13.2) | (10.9) | ||||
Repurchase of common shares | (13.7) | (505.6) | ||||
Excise tax on repurchase of common shares | (0.8) | |||||
Balances at Jun. 30, 2024 | 7,623 | 0.1 | 7,724.4 | (101.5) | 10 | 7,633 |
Balances at Mar. 31, 2024 | 0.1 | 8,025.6 | (93.3) | 10.3 | 7,942.7 | |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income attributable to Reliance | 267.8 | 267.8 | ||||
Cash dividends and dividend equivalents | (62.6) | |||||
Other comprehensive loss | (8.2) | (8.2) | ||||
Comprehensive income | 0.5 | (0.5) | ||||
Acquisition | 0.3 | |||||
Dividends paid | (1.1) | |||||
Stock-based compensation | 13.9 | |||||
Taxes paid related to net share settlement of restricted stock units | (0.2) | |||||
Repurchase of common shares | (13.7) | (505.6) | ||||
Excise tax on repurchase of common shares | (0.8) | |||||
Balances at Jun. 30, 2024 | $ 7,623 | $ 0.1 | $ 7,724.4 | $ (101.5) | $ 10 | $ 7,633 |
UNAUDITED CONSOLIDATED STATEM_5
UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY | ||||
Cash dividends declared per common share (in dollars per share) | $ 1.10 | $ 1 | $ 2.20 | $ 2 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 1. Summary of Significant Accounting Policies Principles of Consolidation In February 2024, we changed our corporate name from Reliance Steel & Aluminum Co. to Reliance, Inc. We will not distinguish between our prior and current corporate name and will refer to our current corporate name throughout this Quarterly Report on Form 10-Q. 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. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. We have recast certain prior period amounts in the statement of equity for the six months ended June 30, 2023, to conform to the current presentation. The recasting of the prior period information did not have an impact on the ending balances presented. Inventories The majority of our inventory is valued using the last-in, first-out (“LIFO”) method, which is not in excess of market. Under this method, older costs are included in inventory, which may be higher or lower than current costs. We estimate the effect of LIFO on interim periods by allocating the projected year-end LIFO calculation to interim periods on a pro rata basis. Impact of Recently Issued Accounting Standards—Not Yet Adopted Segment Reporting As the guidance only requires additional disclosure, there will be no impact to our results of operations, financial condition or cash flows . Improvement to Income Tax Disclosures permitted. As the guidance only requires additional disclosure, there will be no impact to our results of operations, financial condition or cash flows. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Acquisitions | |
Acquisitions | Note 2. Acquisitions On February 1, 2024, we acquired, with cash on hand, Cooksey Iron & Metal Company (“Cooksey Steel”), a metals service center that processes and distributes finished steel products, including tubing, beams, plates and bars. Headquartered in Tifton, Georgia, Cooksey Steel operates three locations, servicing a diverse range of customers. On April 1, 2024, we acquired American Alloy Steel, Inc. (“American Alloy”) with cash on hand. American Alloy, headquartered in Houston, Texas, operates five metals service centers and a plate fabrication business in the U.S. American Alloy is a distributor of specialty carbon and alloy steel plate and round bar, including pressure vessel quality (PVQ) material. On April 1, 2024, we acquired, with cash on hand, Mid-West Materials, Inc. (“MidWest Materials”), a flat-rolled steel service center that primarily services North American original equipment manufacturers. Headquartered in Perry, Ohio, MidWest Materials provides steel products including hot-rolled, high strength hot-rolled, coated, and cold-rolled products that are sold into the trailer manufacturing, agriculture, metal fabrication, and building products markets. Included in our net sales for the six months ended June 30, 2024 were combined net sales of $115.1 million from our completed 2024 acquisitions. On July 15, 2024, we announced that we had reached an agreement to acquire the toll processing assets of the FerrouSouth division of Ferragon Corporation (“FerrouSouth”), subject to customary closing conditions. FerrouSouth is a toll processing operation headquartered in Iuka, Mississippi, which provides flat-rolled steel processing and logistics services. No sales of FerrouSouth were included in our net sales for the six months ended June 30, 2024. Our completed acquisitions increase our capacity and enhance our product, customer and geographic diversification. We have not diversified outside our core business of providing metal distribution and processing solutions since our inception. The preliminary allocations of the purchase prices for our completed 2024 acquisitions to the fair values of the assets acquired and liabilities assumed were as follows: (in millions) Cash $ 5.6 Accounts receivable 43.2 Inventories 109.9 Prepaid expenses and other current assets 1.0 Property, plant and equipment 99.7 Operating lease right-of-use assets 1.2 Goodwill 57.0 Intangible assets subject to amortization 36.5 Intangible assets not subject to amortization 38.9 Total assets acquired 393.0 Deferred taxes 7.1 Operating lease liabilities 1.2 Other current and long-term liabilities 32.3 Total liabilities assumed 40.6 Noncontrolling interest 0.3 Net assets acquired $ 352.1 The completion of the purchase price allocations for our 2024 acquisitions are pending the completion of certain purchase price adjustments based on intangible asset valuations and various pre-acquisition period income tax returns. Summary purchase price allocation information for all acquisitions All of the acquisitions discussed in this note have been accounted for under the acquisition method of accounting and, accordingly, each purchase price has been allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of each acquisition. The accompanying consolidated statements of income include the revenues and expenses of each acquisition since its respective acquisition date. The consolidated balance sheets reflect the allocations of each acquisition’s purchase price as of June 30, 2024. The measurement periods for purchase price allocations do not exceed 12 months from the acquisition date. As part of the purchase price allocations for the 2024 acquisitions, we allocated $38.9 million to the trade names acquired. We determined that all of the trade names acquired in connection with these acquisitions had indefinite lives since their economic lives are expected to approximate the life of each company acquired. We recorded other identifiable intangible assets related to customer relationships for the 2024 acquisitions of $36.3 million with weighted average lives of 13.3 years and non-compete agreements of $0.2 million with lives of 5.0 years. The goodwill arising from our 2024 acquisitions consists largely of expected strategic benefits, including enhanced financial and operational scale, as well as expansion of acquired product and processing know-how across our enterprise. Goodwill of $28.8 million from our 2024 acquisitions is expected to be deductible for income tax purposes. Unaudited pro forma financial information for all acquisitions The pro forma summary financial results present the consolidated results of operations as if our 2024 acquisitions had occurred as of January 1, 2023, after the effect of certain adjustments, including amortization of inventory step-down to fair value adjustments included in cost of sales, depreciation and amortization of certain identifiable property, plant and equipment and intangible assets. The pro forma results have been presented for comparative purposes only and are not indicative of what would have occurred had the 2024 acquisitions been made as of January 1, 2023, or of any potential results which may occur in the future. Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 (in millions, except per share amounts) Pro forma: Net sales $ 3,643.3 $ 4,018.9 $ 7,385.1 $ 8,122.0 Net income attributable to Reliance $ 266.3 $ 395.1 $ 571.7 $ 787.5 Earnings per share attributable to Reliance stockholders: Basic $ 4.68 $ 6.73 $ 10.01 $ 13.40 Diluted $ 4.64 $ 6.66 $ 9.92 $ 13.25 The pro forma amounts presented for the second quarter and six months ended June 30, 2023 include $2.2 million and $4.7 million, respectively, of non-recurring inventory step-down to fair value adjustments amortization credits. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2024 | |
Revenues. | |
Revenues | Note 3. Revenues The following table presents our net sales disaggregated by product and service: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 (in millions) Carbon steel $ 2,025.7 $ 2,141.2 $ 4,038.6 $ 4,269.7 Aluminum 587.8 639.7 1,183.9 1,309.9 Stainless steel 521.8 604.0 1,081.7 1,261.3 Alloy 166.8 186.8 338.7 378.2 Toll processing and logistics 161.2 154.5 319.0 309.9 Copper and brass 87.0 77.9 162.3 159.9 Other and eliminations 93.0 76.2 163.9 156.7 Total $ 3,643.3 $ 3,880.3 $ 7,288.1 $ 7,845.6 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill. | |
Goodwill | Note 4. Goodwill The change in the carrying amount of goodwill is as follows: (in millions) Balance at January 1, 2024 $ 2,111.1 Acquisitions 57.0 Purchase price allocation adjustments 2.1 Effect of foreign currency translation (3.2) Balance at June 30, 2024 $ 2,167.0 We had no accumulated impairment losses related to goodwill at June 30, 2024 and December 31, 2023. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets, Net | |
Intangible Assets, Net | Note 5. Intangible Assets, Net Intangible assets, net consisted of the following: June 30, 2024 December 31, 2023 Weighted Average Gross Gross Amortizable Carrying Accumulated Carrying Accumulated Life in Years Amount Amortization Amount Amortization (in millions) Intangible assets subject to amortization: Customer lists/relationships 14.0 $ 751.5 $ (539.9) $ 716.0 $ (520.5) Backlog of orders 7.9 22.1 (7.2) 22.9 (6.0) Other 9.3 10.2 (9.5) 10.0 (9.5) 783.8 (556.6) 748.9 (536.0) Intangible assets not subject to amortization: Trade names 809.0 — 768.2 — $ 1,592.8 $ (556.6) $ 1,517.1 $ (536.0) Intangible assets recorded in connection with our 2024 acquisitions were $75.4 million, including $38.9 million allocated to the trade names acquired, which are not subject to amortization. See Note 2—“Acquisitions” Amortization expense for intangible assets was $21.1 million and $23.0 million for the six months ended June 30, 2024 and 2023, respectively. Foreign currency translation loss on Intangible assets, net was $1.4 The following is a summary of estimated future amortization expense: (in millions) 2024 (remaining six months) $ 21.4 2025 38.9 2026 29.5 2027 28.8 2028 27.3 Thereafter 81.3 $ 227.2 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt | |
Debt | Note 6. Debt Debt consisted of the following: June 30, December 31, 2024 2023 (in millions) Unsecured revolving credit facility maturing September 3, 2025 $ — $ — Senior unsecured notes, interest payable semi-annually at 1.30%, effective rate of 1.53%, maturing August 15, 2025 400.0 400.0 Senior unsecured notes, interest payable semi-annually at 2.15%, effective rate of 2.27%, maturing August 15, 2030 500.0 500.0 Senior unsecured notes, interest payable semi-annually at 6.85%, effective rate of 6.91%, maturing November 15, 2036 250.0 250.0 Other notes 1.4 1.4 Total 1,151.4 1,151.4 Less: unamortized discount and debt issuance costs (7.8) (9.2) Less: amounts due within one year (0.3) (0.3) Total long-term debt $ 1,143.3 $ 1,141.9 The weighted average effective interest rate on the Company’s outstanding borrowings as of June 30, 2024 and December 31, 2023 was 3.02%. Unsecured Credit Facility On September 3, 2020, we entered into a $1.5 billion unsecured five-year Amended and Restated Credit Agreement that amended and restated our then-existing $1.5 billion unsecured revolving credit facility. As of June 30, 2024, borrowings under the Credit Agreement were available at variable rates based on the Secured Overnight Financing Rate (“SOFR”) plus 1.10% or the bank prime rate and we currently pay a commitment fee at an annual rate of 0.175% on the unused portion of the revolving credit facility. The applicable margins over SOFR and base rate borrowings, along with commitment fees, are subject to adjustment every quarter based on our leverage ratio, as defined in the Credit Agreement. All borrowings under the Credit Agreement may be prepaid without penalty. As of June 30, 2024 and December 31, 2023, we had no outstanding borrowings on the revolving credit facility. We had $1.4 million of letters of credit outstanding under the revolving credit facility as of June 30, 2024 and December 31, 2023. Senior Unsecured Notes Under the indentures for each series of our senior notes (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 each series of the notes at a price equal to 101% of their principal amount plus accrued and unpaid interes Other Notes, Revolving Credit and Letter of Credit/Letters of Guarantee Facilities A revolving credit facility with a credit limit of $7.5 million is in place for an operation in Asia with no outstanding balance as of June 30, 2024 and December 31, 2023. Various industrial revenue bonds had combined outstanding balances of $1.4 million as of June 30, 2024 and December 31, 2023 and have maturities through 2027. We have a $50.0 million standby letters of credit/letters of guarantee agreement with one of the lenders under our Credit Agreement. A total of $42.6 million and $40.9 million were outstanding under this facility as of June 30, 2024 and December 31, 2023, respectively. 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. We were in compliance with all financial maintenance covenants in our Credit Agreement at June 30, 2024. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Leases | Note 7. Leases Our metals service center leases are comprised of processing and distribution facilities, equipment, automobiles, trucks and trailers, ground leases and other leased spaces, such as depots, sales offices, storage and data centers. We also lease various office spaces. Our leases of facilities and other spaces expire at various times through 2045 and our ground leases expire at various times through 2068. Nearly all of our leases are operating leases; we have an insignificant amount of recognized finance right-of-use assets and obligations. The following is a summary of our lease cost: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 (in millions) Operating lease cost $ 25.9 $ 23.4 $ 51.1 $ 47.0 Supplemental cash flow and balance sheet information is presented below: Six Months Ended June 30, 2024 2023 (in millions) Supplemental cash flow information: Cash payments for operating leases $ 51.3 $ 46.7 Right-of-use assets obtained in exchange for operating lease obligations $ 54.0 $ 35.6 June 30, December 31, 2024 2023 Other lease information: Weighted average remaining lease term—operating leases 6.2 years 5.8 years Weighted average discount rate—operating leases 4.5% 4.3% Maturities of operating lease liabilities as of June 30, 2024 are as follows: (in millions) 2024 (remaining six months) $ 34.9 2025 60.8 2026 47.9 2027 37.4 2028 29.7 Thereafter 74.4 Total operating lease payments 285.1 Less: imputed interest (40.1) Total operating lease liabilities $ 245.0 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Taxes | |
Income Taxes | Note 8. Income Taxes Our effective income tax rate for each of the second quarter and six months ended June 30, 2024 was 23.3%, compared to 24.4% for the same 2023 periods. The differences between our effective income tax rates and the U.S. federal statutory rate of 21.0% were mainly due to state income taxes. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity | |
Equity | Note 9. Equity Stock-Based Compensation Plans We make annual grants of long-term equity incentive awards to officers and key employees in the forms of service-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) that each have approximately 3-year vesting periods. Each PSU includes the right to receive, based on a sliding scale, up to a maximum of two shares of our common stock for each vested PSU, that is tied to achieving a return on assets target over a 3-year measurement period and continued service. We also grant the non-management members of our Board of Directors fully vested stock awards A summary of the status of our unvested RSUs and PSUs as of June 30, 2024 and changes during the six months then ended is as follows: Weighted Average Grant Date RSU and PSU Fair Value Aggregate Units Per Unit Unvested at January 1, 2024 437,239 $ 213.06 Granted (1) 170,611 289.07 Vested (5,194) 208.03 Cancelled or forfeited (27,238) 226.17 Unvested at June 30, 2024 575,418 $ 235.02 Shares reserved for future grants (all plans) 1,332,023 (1) Comprised of 100,669 RSUs and 69,942 PSUs granted in February 2024. The RSUs cliff vest on December 1, 2026 and the PSUs vest upon the completion of a 3 -year performance period ending December 31, 2026. As of June 30, 2024, there was $88.0 million of total unrecognized compensation cost related to unvested RSUs and PSUs that is expected to be recognized, net of actual forfeitures and cancellations, over a weighted average period of 1.8 years. Dividends On July 23, 2024, our Board of Directors declared the 2024 third quarter cash dividend of $1.10 per share of common stock, payable on August 30, 2024 to stockholders of record as of August 16, 2024. During the second quarters of 2024 and 2023, we declared and paid quarterly dividends of $1.10 and $1.00 per share, or $62.5 million and $58.6 million in total, respectively. During the six months ended June 30, 2024 and 2023, we declared and paid aggregate quarterly dividends of $2.20 and $2.00 per share, or $125.7 million and $117.6 million in total, respectively. In addition, we paid $2.2 million and $3.0 million in dividend equivalents with respect to vested RSUs and PSUs during the six months ended June 30, 2024 and 2023, respectively. Share Repurchases Our share repurchase activity during the six months ended June 30, 2024 and 2023 was as follows: 2024 2023 Average Cost Average Cost Shares Per Share Amount Shares Per Share Amount (in millions) (in millions) First quarter — $ — $ — 160,224 $ 242.86 $ 38.9 Second quarter 1,804,180 287.81 519.3 308,454 239.55 73.9 1,804,180 $ 287.81 $ 519.3 468,678 $ 240.68 $ 112.8 Our share repurchase amounts do not include the taxes we paid of $24.1 million and $37.3 million during the six months ended June 30, 2024 and 2023, respectively, for shares withheld to settle our employees’ tax withholding obligations related to net share settlements upon the vesting of RSUs and PSUs. Subsequent to quarter end, we repurchased an additional 637,669 shares at an average cost of $285.36 , for a total of $182.0 million, resulting in $738.5 million remaining as of July 25, 2024 under our $1.5 billion share repurchase program authorized by our Board of Directors effective October 30, 2023. The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time. Repurchased and subsequently retired shares are restored to the status of authorized but unissued shares. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss included the following: Pension and Foreign Currency Postretirement Benefit Accumulated Other Translation Plan Adjustments, Comprehensive Loss Net of Tax Loss (in millions) Balance as of January 1, 2024 $ (75.7) $ (1.0) $ (76.7) Current-period change (23.1) (1.7) (24.8) Balance as of June 30, 2024 $ (98.8) $ (2.7) $ (101.5) Foreign currency translation adjustments have not been adjusted for income taxes. Pension and postretirement benefit plan adjustments are net of taxes of $0.7 million as of June 30, 2024 and December 31, 2023. Pension and postretirement benefit plan adjustments are amortized over service periods and reflected in the amortization of net loss component of our net periodic benefit cost or recognized as a non-operating loss as result of plan settlements. As our pension and postretirement benefit plan obligations are settled, the related income tax effect is released from accumulated other comprehensive loss and included in our income tax provision . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments 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 Legal Matters From time to time, we are named as a defendant in legal actions. These actions generally 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 impact on our consolidated financial position, results of operations or cash flows. We maintain general liability insurance against risks arising in the ordinary course of business. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
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 Six Months Ended June 30, June 30, 2024 2023 2024 2023 (in millions, except number of shares which are reflected in thousands and per share amounts) Numerator: Net income attributable to Reliance $ 267.8 $ 385.1 $ 570.7 $ 768.2 Denominator: Weighted average shares outstanding 56,878 58,688 57,109 58,760 Dilutive effect of stock-based awards 516 658 529 680 Weighted average diluted shares outstanding 57,394 59,346 57,638 59,440 Earnings per share attributable to Reliance stockholders: Basic $ 4.71 $ 6.56 $ 9.99 $ 13.07 Diluted $ 4.67 $ 6.49 $ 9.90 $ 12.92 The computations of diluted earnings per share using the treasury stock method for the six months ended June 30, 2024 and 2023 do not include 56,217 and 100,326 weighted average shares, respectively, in respect of outstanding RSUs and PSUs, because their inclusion would have been anti-dilutive. |
Employee Benefits
Employee Benefits | 6 Months Ended |
Jun. 30, 2024 | |
Employee Benefits | |
Employee Benefits | Note 12. Employee Benefits Certain of our union employees participate in plans collectively bargained and maintained by multiple employers and a labor union. During the six months ended June 30, 2024, we recognized estimated withdrawal liabilities of $4.6 million based on our anticipated withdrawal from two multiemployer plans. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation In February 2024, we changed our corporate name from Reliance Steel & Aluminum Co. to Reliance, Inc. We will not distinguish between our prior and current corporate name and will refer to our current corporate name throughout this Quarterly Report on Form 10-Q. 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. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. We have recast certain prior period amounts in the statement of equity for the six months ended June 30, 2023, to conform to the current presentation. The recasting of the prior period information did not have an impact on the ending balances presented. |
Inventories | Inventories The majority of our inventory is valued using the last-in, first-out (“LIFO”) method, which is not in excess of market. Under this method, older costs are included in inventory, which may be higher or lower than current costs. We estimate the effect of LIFO on interim periods by allocating the projected year-end LIFO calculation to interim periods on a pro rata basis. |
Impact of Recently Issued Accounting Standards - Not Yet Adopted | Impact of Recently Issued Accounting Standards—Not Yet Adopted Segment Reporting As the guidance only requires additional disclosure, there will be no impact to our results of operations, financial condition or cash flows . Improvement to Income Tax Disclosures permitted. As the guidance only requires additional disclosure, there will be no impact to our results of operations, financial condition or cash flows. |
Acquisitions (Tables)
Acquisitions (Tables) - 2024 Acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Acquisitions | |
Schedule of allocation of the purchase price of acquisition to the fair value of the assets acquired and liabilities assumed | (in millions) Cash $ 5.6 Accounts receivable 43.2 Inventories 109.9 Prepaid expenses and other current assets 1.0 Property, plant and equipment 99.7 Operating lease right-of-use assets 1.2 Goodwill 57.0 Intangible assets subject to amortization 36.5 Intangible assets not subject to amortization 38.9 Total assets acquired 393.0 Deferred taxes 7.1 Operating lease liabilities 1.2 Other current and long-term liabilities 32.3 Total liabilities assumed 40.6 Noncontrolling interest 0.3 Net assets acquired $ 352.1 |
Schedule of pro forma information | Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 (in millions, except per share amounts) Pro forma: Net sales $ 3,643.3 $ 4,018.9 $ 7,385.1 $ 8,122.0 Net income attributable to Reliance $ 266.3 $ 395.1 $ 571.7 $ 787.5 Earnings per share attributable to Reliance stockholders: Basic $ 4.68 $ 6.73 $ 10.01 $ 13.40 Diluted $ 4.64 $ 6.66 $ 9.92 $ 13.25 |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenues. | |
Schedule of disaggregation of revenue | Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 (in millions) Carbon steel $ 2,025.7 $ 2,141.2 $ 4,038.6 $ 4,269.7 Aluminum 587.8 639.7 1,183.9 1,309.9 Stainless steel 521.8 604.0 1,081.7 1,261.3 Alloy 166.8 186.8 338.7 378.2 Toll processing and logistics 161.2 154.5 319.0 309.9 Copper and brass 87.0 77.9 162.3 159.9 Other and eliminations 93.0 76.2 163.9 156.7 Total $ 3,643.3 $ 3,880.3 $ 7,288.1 $ 7,845.6 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill. | |
Schedule of changes in the carrying amount of goodwill | (in millions) Balance at January 1, 2024 $ 2,111.1 Acquisitions 57.0 Purchase price allocation adjustments 2.1 Effect of foreign currency translation (3.2) Balance at June 30, 2024 $ 2,167.0 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets, Net | |
Summary of intangible assets, net | June 30, 2024 December 31, 2023 Weighted Average Gross Gross Amortizable Carrying Accumulated Carrying Accumulated Life in Years Amount Amortization Amount Amortization (in millions) Intangible assets subject to amortization: Customer lists/relationships 14.0 $ 751.5 $ (539.9) $ 716.0 $ (520.5) Backlog of orders 7.9 22.1 (7.2) 22.9 (6.0) Other 9.3 10.2 (9.5) 10.0 (9.5) 783.8 (556.6) 748.9 (536.0) Intangible assets not subject to amortization: Trade names 809.0 — 768.2 — $ 1,592.8 $ (556.6) $ 1,517.1 $ (536.0) |
Summary of estimated aggregate amortization expense | (in millions) 2024 (remaining six months) $ 21.4 2025 38.9 2026 29.5 2027 28.8 2028 27.3 Thereafter 81.3 $ 227.2 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt | |
Summary of debt | June 30, December 31, 2024 2023 (in millions) Unsecured revolving credit facility maturing September 3, 2025 $ — $ — Senior unsecured notes, interest payable semi-annually at 1.30%, effective rate of 1.53%, maturing August 15, 2025 400.0 400.0 Senior unsecured notes, interest payable semi-annually at 2.15%, effective rate of 2.27%, maturing August 15, 2030 500.0 500.0 Senior unsecured notes, interest payable semi-annually at 6.85%, effective rate of 6.91%, maturing November 15, 2036 250.0 250.0 Other notes 1.4 1.4 Total 1,151.4 1,151.4 Less: unamortized discount and debt issuance costs (7.8) (9.2) Less: amounts due within one year (0.3) (0.3) Total long-term debt $ 1,143.3 $ 1,141.9 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Schedule of lease cost | Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 (in millions) Operating lease cost $ 25.9 $ 23.4 $ 51.1 $ 47.0 |
Schedule of supplemental cash flow and other lease information | Supplemental cash flow and balance sheet information is presented below: Six Months Ended June 30, 2024 2023 (in millions) Supplemental cash flow information: Cash payments for operating leases $ 51.3 $ 46.7 Right-of-use assets obtained in exchange for operating lease obligations $ 54.0 $ 35.6 June 30, December 31, 2024 2023 Other lease information: Weighted average remaining lease term—operating leases 6.2 years 5.8 years Weighted average discount rate—operating leases 4.5% 4.3% |
Schedule of maturities of operating lease liabilities | (in millions) 2024 (remaining six months) $ 34.9 2025 60.8 2026 47.9 2027 37.4 2028 29.7 Thereafter 74.4 Total operating lease payments 285.1 Less: imputed interest (40.1) Total operating lease liabilities $ 245.0 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity | |
Summary of the status of the Company's restricted stock units and changes during the quarter | Weighted Average Grant Date RSU and PSU Fair Value Aggregate Units Per Unit Unvested at January 1, 2024 437,239 $ 213.06 Granted (1) 170,611 289.07 Vested (5,194) 208.03 Cancelled or forfeited (27,238) 226.17 Unvested at June 30, 2024 575,418 $ 235.02 Shares reserved for future grants (all plans) 1,332,023 (1) Comprised of 100,669 RSUs and 69,942 PSUs granted in February 2024. The RSUs cliff vest on December 1, 2026 and the PSUs vest upon the completion of a 3 -year performance period ending December 31, 2026. |
Schedule of share repurchase activity | 2024 2023 Average Cost Average Cost Shares Per Share Amount Shares Per Share Amount (in millions) (in millions) First quarter — $ — $ — 160,224 $ 242.86 $ 38.9 Second quarter 1,804,180 287.81 519.3 308,454 239.55 73.9 1,804,180 $ 287.81 $ 519.3 468,678 $ 240.68 $ 112.8 |
Schedule of accumulated other comprehensive loss | Pension and Foreign Currency Postretirement Benefit Accumulated Other Translation Plan Adjustments, Comprehensive Loss Net of Tax Loss (in millions) Balance as of January 1, 2024 $ (75.7) $ (1.0) $ (76.7) Current-period change (23.1) (1.7) (24.8) Balance as of June 30, 2024 $ (98.8) $ (2.7) $ (101.5) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share | |
Computation of basic and diluted earnings per share | Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 (in millions, except number of shares which are reflected in thousands and per share amounts) Numerator: Net income attributable to Reliance $ 267.8 $ 385.1 $ 570.7 $ 768.2 Denominator: Weighted average shares outstanding 56,878 58,688 57,109 58,760 Dilutive effect of stock-based awards 516 658 529 680 Weighted average diluted shares outstanding 57,394 59,346 57,638 59,440 Earnings per share attributable to Reliance stockholders: Basic $ 4.71 $ 6.56 $ 9.99 $ 13.07 Diluted $ 4.67 $ 6.49 $ 9.90 $ 12.92 |
Acquisitions (Details)
Acquisitions (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares | Apr. 01, 2024 Center | Feb. 01, 2024 item | Dec. 31, 2023 USD ($) | |
Acquisitions | |||||||
Net sales | $ 3,643.3 | $ 3,880.3 | $ 7,288.1 | $ 7,845.6 | |||
Allocation of the total purchase price of the acquisitions to the fair value of the assets acquired and liabilities assumed | |||||||
Goodwill | 2,167 | 2,167 | $ 2,111.1 | ||||
Cooksey Iron & Metal Company | |||||||
Acquisitions | |||||||
Number of locations of the acquiree entity | item | 3 | ||||||
American Alloy Steel, Inc | |||||||
Acquisitions | |||||||
Locations acquiree provides services from | Center | 5 | ||||||
2024 Acquisitions | |||||||
Acquisitions | |||||||
Sales since acquisition date | 115.1 | ||||||
Allocation of the total purchase price of the acquisitions to the fair value of the assets acquired and liabilities assumed | |||||||
Cash | 5.6 | 5.6 | |||||
Accounts receivable | 43.2 | 43.2 | |||||
Inventories | 109.9 | 109.9 | |||||
Prepaid expenses and other current assets | 1 | 1 | |||||
Property, plant and equipment | 99.7 | 99.7 | |||||
Operating lease right-of-use assets | 1.2 | 1.2 | |||||
Goodwill | 57 | 57 | |||||
Intangible assets subject to amortization | 36.5 | 36.5 | |||||
Intangible assets not subject to amortization | 38.9 | 38.9 | |||||
Total assets acquired | 393 | 393 | |||||
Deferred taxes | 7.1 | 7.1 | |||||
Operating lease liabilities | 1.2 | 1.2 | |||||
Other current and long-term liabilities | 32.3 | 32.3 | |||||
Total liabilities assumed | 40.6 | 40.6 | |||||
Noncontrolling interest | 0.3 | 0.3 | |||||
Net assets acquired | 352.1 | 352.1 | |||||
Pro forma financial information | |||||||
Non-recurring Inventory step-down amortization | 2.2 | 4.7 | |||||
Pro forma: | |||||||
Net sales | 3,643.3 | 4,018.9 | 7,385.1 | 8,122 | |||
Net income attributable to Reliance | $ 266.3 | $ 395.1 | $ 571.7 | $ 787.5 | |||
Basic earnings per common share attributable to Reliance shareholders (in dollars per share) | $ / shares | $ 4.68 | $ 6.73 | $ 10.01 | $ 13.40 | |||
Diluted earnings per common share attributable to Reliance shareholders (in dollars per share) | $ / shares | $ 4.64 | $ 6.66 | $ 9.92 | $ 13.25 | |||
Summary purchase price allocation information for all acquisitions | |||||||
Tax deductible goodwill amount | $ 28.8 | $ 28.8 | |||||
2024 Acquisitions | Trade names | |||||||
Allocation of the total purchase price of the acquisitions to the fair value of the assets acquired and liabilities assumed | |||||||
Intangible assets not subject to amortization | $ 38.9 | 38.9 | |||||
2024 Acquisitions | Customer relationships | |||||||
Summary purchase price allocation information for all acquisitions | |||||||
Intangible assets acquired subject to amortization | $ 36.3 | ||||||
Weighted average lives of identifiable intangible assets | 13 years 3 months 18 days | ||||||
2024 Acquisitions | Non-compete agreements | |||||||
Summary purchase price allocation information for all acquisitions | |||||||
Intangible assets acquired subject to amortization | $ 0.2 | ||||||
Weighted average lives of identifiable intangible assets | 5 years | ||||||
FerrouSouth | |||||||
Acquisitions | |||||||
Sales since acquisition date | $ 0 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue Disaggregation | ||||
Revenue | $ 3,643.3 | $ 3,880.3 | $ 7,288.1 | $ 7,845.6 |
Carbon steel | ||||
Revenue Disaggregation | ||||
Revenue | 2,025.7 | 2,141.2 | 4,038.6 | 4,269.7 |
Aluminum | ||||
Revenue Disaggregation | ||||
Revenue | 587.8 | 639.7 | 1,183.9 | 1,309.9 |
Stainless steel | ||||
Revenue Disaggregation | ||||
Revenue | 521.8 | 604 | 1,081.7 | 1,261.3 |
Alloy | ||||
Revenue Disaggregation | ||||
Revenue | 166.8 | 186.8 | 338.7 | 378.2 |
Toll processing and logistics | ||||
Revenue Disaggregation | ||||
Revenue | 161.2 | 154.5 | 319 | 309.9 |
Copper and brass | ||||
Revenue Disaggregation | ||||
Revenue | 87 | 77.9 | 162.3 | 159.9 |
Other and eliminations | ||||
Revenue Disaggregation | ||||
Revenue | $ 93 | $ 76.2 | $ 163.9 | $ 156.7 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Change in the carrying amount of goodwill | ||
Balance at the beginning of the period | $ 2,111.1 | |
Acquisitions | 57 | |
Purchase price allocation adjustments | 2.1 | |
Effect of foreign currency translation | (3.2) | |
Balance at the end of the period | 2,167 | |
Accumulated impairment losses | $ 0 | $ 0 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Intangible assets subject to amortization: | |||
Intangible assets subject to amortization, Gross Carrying Amount | $ 783.8 | $ 748.9 | |
Intangible assets subject to amortization, Accumulated Amortization | (556.6) | (536) | |
Intangible assets | |||
Intangible assets, Gross Carrying Amount | 1,592.8 | 1,517.1 | |
Amortization expense for intangible assets | 21.1 | $ 23 | |
Changes in intangible assets due to foreign currency translation gains (losses) | (1.4) | $ 1.2 | |
Summary of estimated aggregate amortization expense for each of the succeeding five years and thereafter | |||
2024 (remaining six months) | 21.4 | ||
2025 | 38.9 | ||
2026 | 29.5 | ||
2027 | 28.8 | ||
2028 | 27.3 | ||
Thereafter | 81.3 | ||
Total | 227.2 | ||
2024 Acquisitions | |||
Intangible assets | |||
Intangible assets recorded in connection with acquisition | 75.4 | ||
Intangible assets not subject to amortization | 38.9 | ||
Trade names | |||
Intangible assets not subject to amortization: | |||
Intangible assets not subject to amortization, Gross Carrying Amount | 809 | 768.2 | |
Trade names | 2024 Acquisitions | |||
Intangible assets | |||
Intangible assets not subject to amortization | $ 38.9 | ||
Covenants not to compete | 2024 Acquisitions | |||
Intangible assets | |||
Weighted average lives of identifiable intangible assets | 5 years | ||
Customer lists/relationships | |||
Intangible assets subject to amortization: | |||
Weighted average amortizable life in years | 14 years | ||
Intangible assets subject to amortization, Gross Carrying Amount | $ 751.5 | 716 | |
Intangible assets subject to amortization, Accumulated Amortization | $ (539.9) | (520.5) | |
Backlog of orders | |||
Intangible assets subject to amortization: | |||
Weighted average amortizable life in years | 7 years 10 months 24 days | ||
Intangible assets subject to amortization, Gross Carrying Amount | $ 22.1 | 22.9 | |
Intangible assets subject to amortization, Accumulated Amortization | $ (7.2) | (6) | |
Other | |||
Intangible assets subject to amortization: | |||
Weighted average amortizable life in years | 9 years 3 months 18 days | ||
Intangible assets subject to amortization, Gross Carrying Amount | $ 10.2 | 10 | |
Intangible assets subject to amortization, Accumulated Amortization | $ (9.5) | $ (9.5) |
Debt - Summary (Details)
Debt - Summary (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt | ||
Total | $ 1,151.4 | $ 1,151.4 |
Less: unamortized discount and debt issuance costs | (7.8) | (9.2) |
Less: amounts due within one year | (0.3) | (0.3) |
Total long-term debt | 1,143.3 | 1,141.9 |
Unsecured revolving credit facility maturing September 3, 2025 | ||
Debt | ||
Total | 0 | 0 |
Senior unsecured notes, interest payable semi-annually at 1.30%, effective rate of 1.53%, maturing August 15, 2025 | ||
Debt | ||
Total | $ 400 | $ 400 |
Semi-annual rate (as a percent) | 1.30% | 1.30% |
Effective rate (as a percent) | 1.53% | 1.53% |
Senior unsecured notes, interest payable semi-annually at 2.15%, effective rate of 2.27%, maturing August 15, 2030 | ||
Debt | ||
Total | $ 500 | $ 500 |
Semi-annual rate (as a percent) | 2.15% | 2.15% |
Effective rate (as a percent) | 2.27% | 2.27% |
Senior unsecured notes, interest payable semi-annually at 6.85%, effective rate of 6.91%, maturing November 15, 2036 | ||
Debt | ||
Total | $ 250 | $ 250 |
Semi-annual rate (as a percent) | 6.85% | 6.85% |
Effective rate (as a percent) | 6.91% | 6.91% |
Other notes | ||
Debt | ||
Total | $ 1.4 | $ 1.4 |
Debt - Other (Details)
Debt - Other (Details) $ in Millions | 6 Months Ended | ||
Sep. 03, 2020 USD ($) | Jun. 30, 2024 USD ($) item | Dec. 31, 2023 USD ($) | |
Debt | |||
Total | $ 1,151.4 | $ 1,151.4 | |
Weighted average interest rate (as a percent) | 3.02% | 3.02% | |
Number of financial maintenance covenants | item | 2 | ||
Unsecured revolving credit facility maturing September 3, 2025 | |||
Debt | |||
Maximum borrowing capacity | $ 1,500 | ||
Debt term | 5 years | ||
Total | $ 0 | $ 0 | |
Commitment fee on unused portion of revolving credit facility (as a percent) | 0.175% | ||
Letters of credit outstanding | $ 1.4 | 1.4 | |
Unsecured revolving credit facility maturing September 3, 2025 | SOFR | |||
Debt | |||
Variable interest rate | SOFR | ||
Interest rate added to base (as a percent) | 1.10% | ||
Unsecured revolving credit facility maturing September 3, 2025 | Bank prime rate | |||
Debt | |||
Variable interest rate | prime rate | ||
Senior Unsecured Notes - Publicly Traded | |||
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% | ||
Other separate revolving credit facilities | Asia | |||
Debt | |||
Maximum borrowing capacity | $ 7.5 | 7.5 | |
Lines of credit | 0 | 0 | |
IRB | |||
Debt | |||
Total | 1.4 | 1.4 | |
Letter of Credit | Standby Facility | |||
Debt | |||
Maximum borrowing capacity | 50 | 50 | |
Letters of credit outstanding | $ 42.6 | $ 40.9 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Leases | |||||
Operating lease cost | $ 25.9 | $ 23.4 | $ 51.1 | $ 47 | |
Cash payments for operating leases | 51.3 | 46.7 | |||
Right-of-use assets obtained in exchange for operating lease obligations | $ 54 | $ 35.6 | |||
Weighted average remaining lease term - operating leases | 6 years 2 months 12 days | 6 years 2 months 12 days | 5 years 9 months 18 days | ||
Weighted average discount rate - operating leases | 4.50% | 4.50% | 4.30% | ||
Maturities of operating lease liabilities | |||||
2024 (remaining six months) | $ 34.9 | $ 34.9 | |||
2025 | 60.8 | 60.8 | |||
2026 | 47.9 | 47.9 | |||
2027 | 37.4 | 37.4 | |||
2028 | 29.7 | 29.7 | |||
Thereafter | 74.4 | 74.4 | |||
Total operating lease payments | 285.1 | 285.1 | |||
Less: imputed interest | (40.1) | (40.1) | |||
Total operating lease liabilities | $ 245 | $ 245 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Taxes | ||||
Effective tax rate (as a percent) | 23.30% | 24.40% | 23.30% | 24.40% |
Income tax at U.S. federal statutory tax rate (as a percent) | 21% | 21% | 21% | 21% |
Equity - Share Repurchases, Div
Equity - Share Repurchases, Dividends, Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jul. 25, 2024 | Jul. 23, 2024 | Feb. 29, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Common Stock and Additional Paid-In (in Shares) | ||||||||
Stock repurchased during period, shares | 1,804,180 | 308,454 | 160,224 | 1,804,180 | 468,678 | |||
Average cost per share | $ 287.81 | $ 239.55 | $ 242.86 | $ 287.81 | $ 240.68 | |||
Average cost of shares | $ 519.3 | $ 73.9 | $ 38.9 | $ 519.3 | $ 112.8 | |||
Dividends | ||||||||
Common stock quarterly dividend per share (in dollars per share) | $ 1.10 | $ 1 | $ 2.20 | $ 2 | ||||
Common stock dividend quarterly declared and paid per share (in dollars per share) | $ 1.10 | $ 1 | $ 2.20 | $ 2 | ||||
Dividends paid | $ 62.5 | $ 58.6 | $ 125.7 | $ 117.6 | ||||
Additional share-based compensation disclosures | ||||||||
Total unrecognized compensation cost | $ 88 | $ 88 | ||||||
Weighted average recognition period for unrecognized compensation cost (in years) | 1 year 9 months 18 days | 1 year 9 months 18 days | ||||||
Subsequent event | ||||||||
Share Repurchase Plan | ||||||||
Value of shares authorized by the Board of Directors to be repurchased under share repurchase plan | $ 1,500 | |||||||
Share repurchases (in shares) | 637,669 | |||||||
Value of shares repurchased | $ 182 | |||||||
Remaining value of shares authorized by the Board of Directors to be repurchased under share repurchase plan | $ 738.5 | |||||||
Common Stock and Additional Paid-In (in Shares) | ||||||||
Average cost per share | $ 285.36 | |||||||
Q3 2024 Dividends | Subsequent event | ||||||||
Dividends | ||||||||
Common stock dividend quarterly declared and paid per share (in dollars per share) | $ 1.10 | |||||||
Dividend date of declaration | Jul. 23, 2024 | |||||||
Dividend date payable | Aug. 30, 2024 | |||||||
Dividend date of record | Aug. 16, 2024 | |||||||
Restricted stock units (RSUs) | ||||||||
Additional share-based compensation disclosures | ||||||||
Vesting period (in years) | 3 years | 3 years | 3 years | |||||
Changes | ||||||||
Granted (in shares) | 100,669 | |||||||
Restricted stock units (RSUs) and performance stock units (PSUs) | ||||||||
Common Stock and Additional Paid-In (in Shares) | ||||||||
Payments to tax authorities on employees' behalf for shares withheld related to share settlements | $ 24.1 | $ 37.3 | ||||||
Dividends | ||||||||
Dividend equivalents paid | $ 2.2 | $ 3 | ||||||
Changes | ||||||||
Unvested at the beginning of the period (in units) | 575,418 | 575,418 | 437,239 | |||||
Granted (in shares) | 170,611 | |||||||
Vested (in units) | (5,194) | |||||||
Cancelled or forfeited (in units) | (27,238) | |||||||
Unvested at the end of the period (in units) | 575,418 | 575,418 | ||||||
Shares reserved for future grants (all plans) | 1,332,023 | 1,332,023 | ||||||
Weighted Average Grant Date Fair Value | ||||||||
Unvested at the beginning of the period (in dollars per unit) | $ 235.02 | $ 235.02 | $ 213.06 | |||||
Granted (in dollars per unit) | 289.07 | |||||||
Vested (in dollars per unit) | 208.03 | |||||||
Cancelled or forfeited (in dollars per unit) | 226.17 | |||||||
Unvested at the end of the period (in dollars per unit) | $ 235.02 | $ 235.02 | ||||||
Performance stock units (PSUs) | ||||||||
Additional share-based compensation disclosures | ||||||||
Vesting period (in years) | 3 years | 3 years | 3 years | |||||
Return on assets result period | 3 years | 3 years | 3 years | |||||
Changes | ||||||||
Granted (in shares) | 69,942 | |||||||
Performance stock units (PSUs) | Maximum | ||||||||
Stock Based Compensation | ||||||||
Share of Common Stock | 2 | 2 | 2 |
Equity - Accumulated Other Comp
Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Schedule of accumulated other comprehensive loss | ||
Balance at the beginning of the year | $ (76.7) | |
Current-period change | (24.8) | |
Balance at the end of the period | (101.5) | |
Deferred tax assets in accumulated other comprehensive loss, pension liabilities | 0.7 | $ 0.7 |
Foreign Currency Translation Loss | ||
Schedule of accumulated other comprehensive loss | ||
Balance at the beginning of the year | (75.7) | |
Current-period change | (23.1) | |
Balance at the end of the period | (98.8) | |
Pension and Postretirement Benefit Plan Adjustments, Net of Tax | ||
Schedule of accumulated other comprehensive loss | ||
Balance at the beginning of the year | (1) | |
Current-period change | (1.7) | |
Balance at the end of the period | $ (2.7) |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jun. 30, 2024 |
Environmental Contingencies | |
Ownership interest in domestic subsidiaries (as a percent) | 100% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net income attributable to Reliance | $ 267.8 | $ 385.1 | $ 570.7 | $ 768.2 |
Denominator: | ||||
Weighted average shares outstanding (in shares) | 56,878,000 | 58,688,000 | 57,109,000 | 58,760,000 |
Dilutive effect of stock-based awards (in shares) | 516,000 | 658,000 | 529,000 | 680,000 |
Weighted average diluted shares outstanding (in shares) | 57,394,000 | 59,346,000 | 57,638,000 | 59,440,000 |
Earnings per share attributable to Reliance stockholders - basic (in dollars per share) | $ 4.71 | $ 6.56 | $ 9.99 | $ 13.07 |
Earnings per share attributable to Reliance stockholders - diluted (in dollars per share) | $ 4.67 | $ 6.49 | $ 9.90 | $ 12.92 |
Diluted shares | ||||
Weighted average shares, respectively, for RSUs and PSUs, not included in the diluted calculation due to their anti-dilutive effect | 56,217 | 100,326 |
Employee Benefits (Details)
Employee Benefits (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) item | |
Employee Benefits | |
Estimated withdrawal liabilities | $ | $ 4.6 |
Number of multiemployer plans the company anticipates withdrawing from | item | 2 |