1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________________ to ______________________
Commission file number: 001-13122
RELIANCE STEEL & ALUMINUM CO.
-----------------------------
(Exact name of registrant as specified in its charter)
California 95-1142616
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2550 East 25th Street
Los Angeles, California 90058
(323) 582-2272
-------------------------------------------------------------
(Address of principal executive offices and telephone number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
As of April 30, 1999, 18,470,160 shares of the registrant's common
stock, no par value, were outstanding.
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INDEX
PART I -- FINANCIAL INFORMATION ............................................................ 1
Consolidated Balance Sheets ........................................................ 1
Consolidated Statements of Income (Unaudited) ...................................... 2
Consolidated Statements of Cash Flows (Unaudited) .................................. 3
Notes to Consolidated Financial Statements (Unaudited) ............................. 4
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS .............................................. 7
PART II -- OTHER INFORMATION .............................................................. 11
SIGNATURES ................................................................................ 12
3
PART I -- FINANCIAL INFORMATION
RELIANCE STEEL & ALUMINUM CO.
Consolidated Balance Sheets
(In thousands except share amounts)
MARCH 31, DECEMBER 31,
1999 1998
--------- ---------
(unaudited) (Note)
ASSETS
Current assets:
Cash and cash equivalents $ 2,993 $ 6,496
Accounts receivable, less allowance for doubtful accounts
of $6,750 at March 1999 and $5,816 at December 1998 182,847 156,150
Inventories 238,776 240,697
Prepaid expenses and other current assets 4,474 4,071
Deferred income taxes 13,878 12,899
--------- ---------
Total current assets 442,968 420,313
Property, plant and equipment, at cost:
Land 31,432 31,202
Buildings 130,693 125,051
Machinery and equipment 144,078 137,841
Allowances for depreciation (85,195) (81,013)
--------- ---------
221,008 213,081
Investment in 50%-owned company 20,713 24,942
Goodwill, net of accumulated amortization of $8,521 at March 1999
and $7,161 at December 1998 212,189 176,949
Other assets 9,667 6,110
--------- ---------
Total assets $ 906,545 $ 841,395
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 93,925 $ 91,615
Accrued expenses 25,884 17,768
Wages and related accruals 9,289 10,010
Income taxes payable 7,241 --
Deferred income taxes 9,650 9,650
Current maturities of long-term debt 100 100
--------- ---------
Total current liabilities 146,089 129,143
Long-term debt 378,250 343,250
Deferred income taxes 23,200 23,200
Shareholders' equity:
Preferred stock, no par value:
Authorized shares - 5,000,000
None issued or outstanding -- --
Common stock, no par value:
Authorized shares - 100,000,000
Issued and outstanding shares - 18,470,160 at
March 1999 and 18,449,802 at December 1998,
stated capital 152,251 151,903
Retained earnings 206,755 193,899
--------- ---------
Total shareholders' equity 359,006 345,802
--------- ---------
Total liabilities and shareholders' equity $ 906,545 $ 841,395
========= =========
See Notes to Consolidated Financial Statements.
NOTE: The Balance Sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
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RELIANCE STEEL & ALUMINUM CO.
Consolidated Statements of Income (Unaudited)
(In thousands except share and per share amounts)
THREE MONTHS ENDED
MARCH 31,
------------------------------------
1999 1998
----------- -----------
Net sales $ 371,884 $ 315,468
Gain from SERP benefit 2,341 --
Other income 867 1,105
----------- -----------
375,092 316,573
Costs and expenses:
Cost of sales 278,489 241,722
Warehouse, delivery, selling, administrative
and general 62,461 48,536
Depreciation and amortization 5,967 4,088
Interest 5,839 3,346
----------- -----------
352,756 297,692
Income before equity in earnings of 50%-owned
company and income taxes 22,336 18,881
Equity in earnings of 50%-owned company 898 1,050
----------- -----------
Income before income taxes 23,234 19,931
Income taxes:
Federal 7,876 6,976
State 1,301 1,196
----------- -----------
9,177 8,172
----------- -----------
Net income $ 14,057 $ 11,759
=========== ===========
Earnings per share - diluted $ .76 $ .62
=========== ===========
Per share gain from SERP benefit - diluted $ .08 $ .00
=========== ===========
Weighted average shares outstanding - diluted 18,531,000 19,021,000
=========== ===========
Earnings per share - basic $ .76 $ .62
=========== ===========
Weighted average shares outstanding - basic 18,459,000 18,842,000
=========== ===========
Cash dividends per share $ .065 $ .06
=========== ===========
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RELIANCE STEEL & ALUMINUM CO.
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
THREE MONTHS ENDED
MARCH 31,
-------------------------------
1999 1998
-------- --------
OPERATING ACTIVITIES
Net income $ 14,057 $ 11,759
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,967 4,088
Gain from SERP benefit (2,341) --
Deferred income taxes 20 --
Loss (gain) on sales of machinery and equipment 81 (187)
Equity in earnings of 50%-owned company (898) (945)
Changes in operating assets and liabilities:
Accounts receivable (9,394) (17,982)
Inventories 23,129 (9,051)
Prepaid expenses and other assets (265) 111
Income taxes 6,858 4,487
Accounts payable and accrued expenses (977) 8,832
-------- --------
Net cash provided by operating activities 36,237 1,112
-------- --------
INVESTMENT ACTIVITIES
Purchases of property, plant and equipment (4,926) (5,721)
Proceeds from sales of property and equipment 101 295
Acquisitions of metals service centers and asset purchases of
metals service centers (70,508) (51,288)
Dividends received from 50%-owned company 5,127 --
-------- --------
Net cash used in investing activities (70,206) (56,714)
-------- --------
FINANCING ACTIVITIES
Proceeds from borrowings 35,000 56,000
Principal payments on long-term debt and short-term
borrowings (3,681) (34,689)
Dividends paid (1,201) (1,131)
Issuance of common stock 348 1,435
-------- --------
Net cash provided by financing activities 30,466 21,615
-------- --------
Decrease in cash (3,503) (33,987)
Cash and cash equivalents at beginning of period 6,496 34,047
-------- --------
Cash and cash equivalents at end of period $ 2,993 $ 60
======== ========
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
Interest paid during the period $ 912 $ 364
Income taxes paid during the period 1,997 2,059
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RELIANCE STEEL & ALUMINUM CO.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 1999
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
only of normal recurring adjustments, necessary for fair presentation, with
respect to the interim financial statements have been included. The results of
operations for the three month period ended March 31, 1999 are not necessarily
indicative of the results for the full year ending December 31, 1999. For
further information, refer to the consolidated financial statements and
footnotes thereto for the year ended December 31, 1998, included in the Reliance
Steel & Aluminum Co. Form 10-K.
2. ACQUISITIONS
On March 1, 1999, the Company acquired 100% of the outstanding shares of
Liebovich Bros., Inc. ("LBI"), for approximately $60,000,000 in cash. LBI was a
privately-held metals service center company with one full-line metals service
center and two metals fabrication facilities in Rockford, Illinois, and a metals
service center in Wyoming (Grand Rapids), Michigan. LBI operates as a
wholly-owned subsidiary of the Company. The purchase of LBI was funded with cash
generated from operations and borrowings on the Company's syndicated credit
facility. This transaction has been accounted for under the purchase method of
accounting. Accordingly, the accompanying consolidated statements of income
include the revenues and expenses of LBI since the closing date. The financial
statements reflect the preliminary allocation of the purchase price. The
allocation of purchase price was based upon the preliminary fair values of the
net assets purchased.
In February 1999, Valex Corp., a 97%-owned subsidiary of the Company, acquired
certain assets of Advanced MicroFinish, Inc., which was a privately-held
manufacturer of electropolished tubing and fittings. The assets and business of
Advanced MicroFinish, Inc. were moved to Valex's headquarters and manufacturing
facility in Ventura, California.
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3. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
MARCH 31, DECEMBER 31,
1999 1998
--------- ---------
(IN THOUSANDS)
Revolving line of credit ($200,000 limit) due October 22,
2002, interest at variable rates, weighted average rate of
5.4% during the three months ended March 31, 1999 $ 85,000 $ 50,000
Senior unsecured notes due January 2, 2004 to January 2,
2009, average interest rate 7.22% 75,000 75,000
Senior unsecured notes due January 2, 2002 to January 2,
2008, average interest rate 7.02% 65,000 65,000
Senior unsecured notes due October 15, 2005 to October 15,
2010, average interest rate 6.55% 150,000 150,000
Variable Rate Demand Industrial Development Revenue
Bonds, Series 1989 A, due July 1, 2014, with interest
payable quarterly 3,350 3,350
--------- ---------
378,350 343,350
Less amounts due within one year (100) (100)
========= =========
$ 378,250 $ 343,250
========= =========
During 1998, the Company issued $150,000,000 of senior unsecured notes in a
private placement of debt. The proceeds were funded on November 3, 1998, and
were used to pay off bank debt in connection with recent acquisitions. In
October 1997, the Company entered into a syndicated credit agreement with five
banks which increased the Company's borrowing limit on the revolving line of
credit to $200,000,000. In October 1997, the Company also entered into a credit
agreement that allows the Company to issue and have outstanding up to
$10,000,000 in letters of credit.
The Company's long-term loan agreements require the maintenance of a minimum net
worth and include certain restrictions on the amount of cash dividends payable,
among other things.
4. GAIN FROM SERP BENEFIT
The Company recorded a net one-time gain of $2,341,000 due to life insurance
proceeds related to the death of one of its executives in January 1999. The
Company funds its Supplemental Executive Retirement Plan ("SERP") through the
use of life insurance policies. This gain is net of the death benefit to be
received by the deceased executive's beneficiary, under the terms of the SERP.
The insurance proceeds are not taxable to the Company, and therefore, the
Company's effective tax rate decreased due to the annualized effect of this
non-taxable gain recorded.
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5. SHAREHOLDERS' EQUITY
In August 1998, the Board of Directors approved the purchase of up to an
additional 2,500,000 shares of the Company's outstanding Common Stock through
its Stock Repurchase Plan, for a total of up to 4,000,000 shares. The Stock
Repurchase Plan was initially established in December 1994 and authorizes the
Company to purchase shares of its Common Stock from time to time in the open
market or in privately-negotiated transactions. Repurchased shares are redeemed
and treated as authorized but unissued shares. As of March 31, 1999, the Company
had repurchased a total of 1,781,550 shares of its Common Stock under the Stock
Repurchase Plan, at an average cost of $14.86 per share. No shares were
repurchased by the Company during the three month period ended March 31, 1999.
In March 1999, 7,224 shares of Common Stock were issued to division managers and
officers of the Company under the 1998 Key-Man Incentive Plan.
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RELIANCE STEEL & ALUMINUM CO.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table sets forth certain income statement data for the three month
periods ended March 31, 1999 and March 31, 1998 (dollars are shown in thousands
and certain amounts may not calculate due to rounding):
1999 1998
-----------------------------------------------------------------
% OF % OF
$ NET SALES $ NET SALES
-----------------------------------------------------------------
NET SALES $371,884 100.0% $315,468 100.0%
GROSS PROFIT 93,395 25.1 73,746 23.4
OPERATING EXPENSES 62,461 16.8 48,536 15.4
DEPRECIATION EXPENSE 4,385 1.2 3,268 1.0
-----------------------------------------------------------------
INCOME FROM OPERATIONS $ 26,549 7.1% $ 21,942 7.0%
=================================================================
FIFO INCOME FROM OPERATIONS $ 24,549 6.6% $ 23,544 7.5%
=================================================================
Substantially all inventories of the Company have been stated on the last-in,
first-out ("LIFO") method. The Company uses the LIFO method of inventory
valuation for these inventories because it generally results in a better
matching of costs and revenues. Under the LIFO method, the effect of suppliers'
price increases or decreases is reflected directly in the cost of goods sold.
During periods of decreasing prices, which the Company is experiencing, LIFO
accounting will cause reported income to be higher than would otherwise result
from the use of the first-in, first-out ("FIFO") method of inventory valuation.
A number of the Company's competitors use the FIFO method of inventory
valuation. Had the Company valued its inventories on the FIFO method, FIFO
income from operations would have been as indicated above.
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998
(DOLLAR AMOUNTS IN THOUSANDS OTHER THAN SHARE AND PER SHARE AMOUNTS)
Consolidated net sales increased $56,416, or 17.9%, compared to the first three
months of 1998, which reflects an increase of 52.8% in tons sold and a decrease
in the average sales price per ton of 22.9%. The increase in tons sold was
primarily due to the inclusion of a full three months of the sales of Phoenix
Corporation ("Phoenix Metals"), acquired January 30, 1998; and Durrett Sheppard
Steel Co., Inc. ("Durrett"), acquired January 30, 1998; and the sales of Chatham
Steel Corporation ("Chatham"), acquired July 1, 1998; Lusk Metals, acquired
September 18, 1998; American Metals Corporation ("American Metals"), acquired
October 1, 1998; Steel Bar Corporation ("Steel Bar"), acquired October 1, 1998;
Engbar Pipe & Steel Co. ("Engbar"), acquired October 5, 1998; and Liebovich
Bros., Inc. ("LBI"), acquired March 1, 1999 (collectively, the "Acquisitions")
during the period ended March 31, 1999. The average selling prices decreased for
the 1999 period due mainly to lower costs of materials and the change in product
mix from the first three months of 1998. The change in product mix resulted due
to the inclusion in 1999 of the net sales of the Acquisitions, which, except for
Phoenix Metals and Lusk Metals, primarily sell carbon steel products. Carbon
steel products generally have lower prices than non-ferrous products. Excluding
the Acquisitions, the Company reported an increase of 1.7% in tons sold, with
the average selling price per ton decreasing 13.6%. The decrease in average
selling price is primarily due to lower costs of most of the Company's products
during the 1999 period, as compared to the 1998 period.
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The Company recorded a one-time net gain of $2,341 from a life insurance policy,
which is not taxable to the Company, in connection with the Company's
Supplemental Executive Retirement Plan ("SERP") during the three months ended
March 31, 1999. The life insurance proceeds relate to the death of Steven S.
Weis, formerly the Senior Vice President and Chief Financial Officer of the
Company, in January 1999 and are net of the amount to be paid to his beneficiary
under the terms of the SERP.
Total gross profit increased $19,649, or 26.6%, in the first three months of
1999 compared to the first three months of 1998, primarily due to the inclusion
of the gross profit of the Acquisitions. Expressed as a percentage of sales,
gross profit increased from 23.4% in 1998 to 25.1% in 1999. The improvement was
primarily due to lower costs of materials for most of the Company's products.
The Company's ability to turn its inventory allowed higher gross margins, as it
was able to rapidly benefit from decreasing costs. The lower material costs in
the 1999 period resulted in LIFO income of $2,000. On a FIFO basis, gross profit
increased to 24.6% of sales for the first three months of 1999, from 23.9% for
the first three months of 1998. This increase was mainly due to the lower
material costs and ability to turn inventory discussed above.
Warehouse, delivery, selling and general and administrative ("G&A") expenses
increased $13,925, or 28.7%, in the first three months of 1999 compared to the
corresponding period of 1998 and amounted to 16.8% and 15.4% of sales,
respectively. The dollar increase in expenses reflects the increase in sales
volume for the 1999 period, which includes the sales and related expenses of the
Acquisitions. The increase as a percent of sales is primarily due to the
increased volume of products being sold at lower selling prices.
Depreciation and amortization expense increased 46.0% during the three months
ended March 31, 1999 compared to the corresponding period of 1998. This increase
is primarily due to the inclusion of depreciation expense related to the assets
of the Acquisitions, along with the amortization of goodwill resulting from the
Acquisitions.
Interest expense increased by $2,493 due to increased borrowings during the
first three months of 1999 as compared to the corresponding period of 1998.
The effective income tax rate decreased to 39.5% for 1999, from 40.6% for the
three month period ended March 31, 1998. The decreased rate is due to the
annualized effect of the tax free life insurance gain recorded during the three
months ended March 31, 1999, as discussed above.
Earnings per diluted share of $.76 for the three month period ended March 31,
1999 includes $.08 related to the tax free gain on the life insurance policy
discussed above.
LIQUIDITY AND CAPITAL RESOURCES (DOLLAR AMOUNTS IN THOUSANDS OTHER THAN SHARE
AND PER SHARE AMOUNTS)
At March 31, 1999, working capital amounted to $296,879 compared to $291,170 at
December 31, 1998. The slight increase was primarily due to the working capital
of companies acquired in 1999, offset by a decrease in inventory resulting from
lower material costs and higher sales levels in the first quarter of 1999. The
Company's capital requirements are primarily for working capital, acquisitions,
and capital expenditures for continued improvements in plant capacities and
material handling and processing equipment.
The Company's primary sources of liquidity are generally from internally
generated funds from operations and the Company's revolving line of credit.
Additionally, in October 1998, the Company entered into agreements with
insurance companies for private placements of senior unsecured notes in the
aggregate amount of $150,000, which was funded in November 1998. The proceeds of
the debt were used to refinance the borrowings under the Company's revolving
credit facility made to fund acquisitions during 1998, and borrowings for
general working capital purposes. The senior notes that were issued in the
private placement have maturity dates ranging from 2005 to 2010, with an average
life of 10.3 years, and bear interest at an average rate of 6.55% per annum.
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In 1997, the Company entered into a syndicated revolving credit facility with a
borrowing limit of $200,000. In the same transaction, the Company entered into
an agreement that allows the Company to issue and have outstanding letters of
credit in an amount not to exceed $10,000. Also during 1997, proceeds for
private placements of debt of $65,000 and $75,000 were funded in September 1997
and January 1997, respectively.
Cash provided by operations increased during the three month period ended March
31, 1999 as compared to the corresponding 1998 period, primarily due to
inventory reductions. In addition, the cost of material on a per unit basis has
decreased significantly for most products carried by the Company.
Net capital expenditures, excluding acquisitions, were $4,926 for the three
months ended March 31, 1999. The Company had no material commitments for capital
expenditures as of March 31, 1999. The Company anticipates that funds generated
from operations and funds available under its line of credit will be sufficient
to meet its working capital needs for the foreseeable future.
On August 31, 1998, the Board of Directors of the Company approved the purchase
of up to an additional 2,500,000 shares of the Company's outstanding Common
Stock through its Stock Repurchase Plan, for a total of 4,000,000 shares. No
shares were repurchased by the Company during the three months ended March 31,
1999. The Company has purchased a total of 1,781,550 shares of its Common Stock,
at an average purchase price of $14.86 per share, as of March 31, 1999, all of
which are being treated as authorized but unissued shares. The Company believes
such purchases enhance shareholder value and reflect its confidence in the
long-term growth potential of the Company.
SEASONALITY
The Company recognizes that some of its customers may be in seasonal businesses,
especially customers in the construction industry. As a result of the Company's
geographic, product and customer diversity, however, the Company's operations
have not shown any material seasonal trends, although the months of November and
December traditionally have been less profitable because of a reduced number of
working days for shipments of the Company's products and holiday closures for
some of its customers. There can be no assurance that period-to-period
fluctuations will not occur in the future. Results of any one or more quarters
are therefore not necessarily indicative of annual results.
IMPACT OF YEAR 2000
The Company does not anticipate that there would be a material impact on the
results of operations or cash flows of the Company related to the Company's Year
2000 Issue. The Year 2000 Issue addresses computer programs which have
time-sensitive software that recognizes a date using "00" as the year 1900
rather than the year 2000. As the Company consists of a chain of metals service
centers which do not produce a date sensitive product or have highly automated
operations, the primary Year 2000 exposure is related to the business
applications software used by the Company to perform purchasing, inventory
management, processing, production scheduling, sales order entry and invoicing,
routing and shipping, and accounts payable and general ledger accounting. A
majority of the Company's locations began converting to new business
applications software and related hardware systems to obtain additional
functionality in 1994. This conversion is substantially complete. This software
has since been certified Year 2000 compliant by the Company's software vendor.
In addition to the vendor's certification, the Company has an ongoing program to
test its systems for such compliance. The testing performed by the Company has
confirmed the vendor's certification. Additionally, certain of the subsidiaries
acquired by the Company will be converted to this system during 1999, as their
current systems are not considered to be Year 2000 compliant. At the Company's
subsidiaries that are not being converted to this system, assessments of the
existing systems have occurred, which indicated that certain subsidiaries
require minor modifications to their existing software, while other subsidiaries
are
9.
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in the testing or modification phases. Any additional modifications or testing
are expected to be completed by August 1999.
With respect to other equipment used in the Company's operations, Year 2000
certifications are being obtained from vendors and testing is being performed,
where practical. As the Company utilizes minimal date dependent processing and
delivery equipment in its operations, management does not expect a material
impact on the Company's operations due to the failure of other equipment in the
Year 2000. The major business systems of the Company are not vulnerable to third
parties' failure to remediate their own Year 2000 Issues, as the Company's
interface with third parties, including customers and vendors, does not involve
heavily automated computer dependent communications. The Company has estimated
costs related to the Year 2000 Issue of approximately $1.5 million, with
approximately $.75 million of these costs expected to be capitalized, as they
relate primarily to purchases of software. As such, the Company does not
anticipate a material impact on the results of operations or cash flows related
to the Year 2000 Issue. The Company has not obtained independent verification to
assure the reliability of the Year 2000 risk and cost estimates.
The Company believes that with the conversions to new software and modifications
to existing software, the Year 2000 Issue will not pose significant operational
problems for its computer systems. In the event the remaining conversions and
modifications are not made, or are not completed timely, the Year 2000 Issue is
not expected to have a material impact on the operations of the Company, as the
products sold by the Company and the processing and delivery equipment used are
not date dependent, minimizing the impact of any Year 2000 Issues related to
meeting customer requirements. In addition, in the worst case scenario, if the
business applications software or other equipment fail due to Year 2000 issues,
other locations of the Company can fulfill the customer requirements for any
failed systems or equipment.
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES.
(a) Not applicable.
(b) Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
(a) Not applicable.
(b) Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RELIANCE STEEL & ALUMINUM CO.
Dated: May 12, 1999 By: /s/ David H. Hannah
---------------------------------
David H. Hannah
President and Chief Executive
Officer
By: /s/ Karla R. McDowell
---------------------------------
Karla R. McDowell
Vice President and Chief
Financial Officer
12.