SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended March 31, 2002
OR
For the transition period from _______________ to _________________Commission file number: 001-13122
RELIANCE STEEL & ALUMINUM CO.
350 South Grand Avenue, Suite 5100Los Angeles, California 90071(213) 687-7700(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 o
As of April 30, 2002, 31,681,112 shares of the registrant’s common stock, no par value, were outstanding.
TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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CONSOLIDATED BALANCE SHEETS(In thousands except share amounts)
ASSETS
See accompanying notes to consolidated financial statements.
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UNAUDITED CONSOLIDATED STATEMENTS OF INCOME(In thousands except share and per share amounts)
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UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for fair presentation, with respect to the interim financial statements have been included. The results of operations for the three months in the period ended March 31, 2002 are not necessarily indicative of the results for the full year ending December 31, 2002. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2001, included in the Reliance Steel & Aluminum Co. Form 10-K. Certain reclassifications have been made to the 2001 balances to conform to the 2002 presentation.
2. Impact of Recently Issued Accounting Standards
In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 is effective for any business combinations completed after June 30, 2001 and SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives.
The Company has adopted the provisions of SFAS No. 141 for acquisitions completed subsequent to June 30, 2001 and has adopted SFAS No. 142 effective January 1, 2002. The Company is in the process of performing a transitional assessment of impairment of goodwill by applying fair-value-based tests and has not yet determined what the effect of these tests will be on the earnings and financial position of the Company. The following is a reconciliation of net income and earnings per share between the amounts reported in the first quarter of 2001 and the adjusted amounts reflecting these new accounting rules:
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)(UNAUDITED)
3. Long-Term Debt
Long-term debt consists of the following:
The Company has a five-year syndicated credit agreement with nine banks for an unsecured revolving line of credit with a borrowing limit of $335,000,000 which may be increased to $400,000,000. The Company has $280,000,000 of outstanding senior unsecured notes issued in private placements of debt. The outstanding senior notes bear interest at an average fixed rate of 6.83% and have an average life of 5.5 years, maturing from 2004 to 2010.
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. The syndicated credit facility includes a commitment fee on the unused portion, currently at an annual rate of 0.225%.
4. Shareholders’ Equity
In March 2002, 8,886 shares of common stock were issued to division managers and officers of the Company under the Key-Man Incentive Plan for 2001.
Accumulated other comprehensive loss of $1,043,000 ($630,000 net of tax) and $1,006,000 ($608,000 net of tax) at March 31, 2002 and December 31, 2001, respectively, consists of foreign currency translation adjustments.
5. Comprehensive Income
During the three months ended March 31, 2002 and 2001, total comprehensive income was $7,454,000 and $11,680,000, respectively. The difference between net income and total comprehensive income consists of foreign currency translation adjustments.
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6. Earnings Per Share
The Company calculates basic and diluted earnings per share as required by SFAS No. 128, Earnings Per Share. Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share is calculated including the dilutive effects of warrants, options, and convertible securities, if any. The following table sets forth the computation of basic and diluted earnings per share:
The computations of earnings per share for the three months ended March 31, 2002 and 2001 do not include 7,500 and 37,500 shares, respectively, of stock options because their inclusion would have been anti-dilutive.
7. Subsequent Events
On April 1, 2002, the Company, through a newly-formed subsidiary, purchased the business and net assets of Central Plains Steel Co., a privately-held full-line carbon steel service center, with facilities in Kansas City and Wichita, Kansas. Central Plains Steel Co. had sales of approximately $39,000,000 in 2001. The subsidiary, now named Central Plains Steel Co., will operate as a wholly-owned subsidiary of the Company. This purchase was funded with borrowings under the Company’s line of credit.
Also on April 1, 2002, the Company acquired all of the outstanding stock of Olympic Metals, Inc., a privately-held metals service center in Denver, Colorado. Olympic specializes in the processing and distribution of aluminum, red metals and stainless steel products and had sales of approximately $8,000,000 for the twelve months ended December 31, 2001. Olympic will operate as a wholly-owned subsidiary of the Company. This acquisition was funded with cash generated from operations.
Effective May 1, 2002, the Operating Agreement of American Steel, L.L.C. (“American Steel”) was amended and one additional membership unit was issued to the Company, giving the Company 50.5% of the outstanding membership units, and all super-majority and unanimous voting rights included in the Operating Agreement were eliminated, among other changes. Due to this change in ownership structure, the Company will begin consolidating American Steel’s financial results as of May 1, 2002. American Steel will continue to maintain a separate credit facility and had outstanding debt of $21,215,000 at March 31, 2002.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table sets forth certain income statement data for the three month periods ended March 31, 2002 and March 31, 2001 (dollars are shown in thousands and certain amounts may not calculate due to rounding):
Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001
In the three months ended March 31, 2002, our consolidated net sales decreased 6.3% to $405.5 million, compared to $432.9 million for the first three months of 2001, which reflects an increase of 11.1% in our tons sold and a decrease in our average sales price per ton of 16.0%. The increase in tons sold was primarily due to the sales of PDM Steel Service Centers, Inc. (“PDM”), a company we formed in connection with our July 2, 2001 acquisition of the steel service centers division of Pitt-Des Moines, Inc. Overall customer demand for our products declined due to the continued poor business environment in the United States, which resulted in reduced volumes at most of our locations. Our sales to the semiconductor, electronics and aerospace industries in the first quarter of 2002 decreased significantly compared to the corresponding period in 2001.
The decrease in our average selling price per ton of 16.0% resulted mainly due to lower metals costs for most products we sell and partially due to our decreased sales to the semiconductor, electronics and aerospace industries. The selling prices of the products we sell into those markets are typically higher than most other products we sell.
Our same-store sales (excludes sales of businesses we acquired in 2001) decreased $70.3 million, or 17.1%, with a decline in our first quarter 2002 tons sold of 6.0% as compared to first quarter 2001, and a decrease in our average selling price per ton of 12.0%. These decreases were due to the decline in overall customer demand, including significantly lower same-store sales to the semiconductor, electronics and aerospace industries, and due to lower metals costs.
Total gross profit decreased 7.3% to $111.5 million for the first three months of 2002 (including the gross profit on sales from the companies we acquired in 2001), compared to $120.3 million in the first three months of 2001. As a percentage of sales, gross profit decreased to 27.5% in the three months ended March 31, 2002, from 27.8% in the three months ended March 31, 2001. The slight decrease in the gross profit percentage resulted primarily from a shift in product mix; sales of lower priced carbon steel products as a percentage of total sales increased 6.9% in the first quarter of 2002 compared to the first quarter of 2001, replacing sales of higher priced specialty aluminum and stainless steel products that typically produce greater gross profit dollars.
Warehouse, delivery, selling, general and administrative (“S,G&A”) expenses increased $2.9 million, or 3.4%, in the first three months of 2002, compared to the corresponding period of 2001, because of the S,G&A expenses of the companies we acquired in 2001. As a percentage of sales, our S,G&A expenses increased to 21.6% in the first quarter of 2002, compared to 19.6% in the first quarter of 2001. The increase as a percentage of sales was mainly due to lower selling prices for our products and lower sales volumes. On a same-store basis, our S,G&A expenses decreased $6.2 million, or 7.6%, mainly due to personnel reductions.
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Depreciation and amortization expense decreased $0.8 million during the three months ended March 31, 2002 compared to the corresponding period of 2001. This decrease is primarily due to our January 1, 2002 adoption of the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS” or “Statement”) No. 142, Goodwill and Other Intangible Assets. Under the new rules, goodwill deemed to have indefinite lives will no longer be amortized. The first quarter of 2001 included $1.7 million, or $.04 per diluted share, of amortization expense for goodwill. This decrease in amortization expense was partially offset by the inclusion of depreciation expense related to the assets of the companies we acquired in 2001, as well as depreciation expense on 2001 capital expenditures.
Our interest expense decreased by 29.8% to $5.4 million in the first quarter of 2002 compared to $7.6 million in the 2001 first quarter, as we were able to significantly reduce our debt level with the $149.8 million of net proceeds from our July 2001 equity offering. The interest rate reductions, which began in 2001, also lowered our first quarter 2002 interest expense as compared to the year ago period.
Our effective income tax rate increased to 39.6% for the first quarter of 2002, compared to 39.2% for the 2001 period, primarily due to shifts in the geographic composition of our income, resulting from both acquisitions and current business conditions.
Liquidity and Capital Resources
At March 31, 2002, our working capital was $386.2 million compared to $380.0 million at December 31, 2001. The increase was mainly due to an increase in our receivables resulting from improved sales levels in the first quarter of 2002 compared to the fourth quarter of 2001 levels. Our capital requirements are generally for working capital, acquisitions, and capital expenditures for continued improvements in plant capacities and material handling and processing equipment.
Our primary sources of liquidity are generally from internally generated funds from operations and our revolving line of credit. In 2001, we also raised net proceeds of $149.8 million in a secondary equity offering. Cash of $8.4 million was provided by operations in the three months ended March 31, 2002, as compared to $13.0 million of cash provided by operations during the corresponding period of 2001, primarily due to the $25.7 million increase in accounts receivable discussed above, offset by a $15.7 million reduction in our inventory level since December 31, 2001. Cash provided by our operations and the proceeds from our equity offering were used to pay down debt. At March 31, 2002 our net debt-to-total capital ratio was 35.8% compared to 53.0% at March 31, 2001.
Our syndicated credit facility has a borrowing limit of $335.0 million. At March 31, 2002, $44.0 million was outstanding under this credit facility. We also have agreements with insurance companies for private placements of senior unsecured notes in the aggregate amount of $280.0 million. During the first quarter of 2002, we paid off a $10.0 million note upon its maturity. The outstanding senior notes have maturity dates ranging from 2004 to 2010, with an average life of 5.5 years, and bear interest at an average fixed rate of 6.83% per annum.
Capital expenditures, excluding acquisitions, were $3.9 million for the three months ended March 31, 2002. We had no material commitments for capital expenditures as of March 31, 2002. We anticipate that funds generated from our operations and funds available under our line of credit will be sufficient to meet our working capital and acquisition needs for the foreseeable future.
Seasonality
Some of our customers may be in seasonal businesses, especially customers in the construction industry. As a result of our geographic, product and customer diversity, however, our operations have not shown any material seasonal trends. Revenues in the months of November and December traditionally have been lower than in other months because of a reduced number of working days for shipments of our products and holiday closures for some of our customers. We cannot assure you that period-to-period fluctuations will not occur in the future. Results of any one or more quarters are therefore not necessarily indicative of annual results.
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Goodwill
Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $250.1 million at March 31, 2002, or approximately 23.2% of total assets or 42.4% of consolidated shareholders’ equity.
In June 2001, the FASB issued SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. Under the new rules, goodwill deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements. Other intangible assets will continue to be amortized over their useful lives. We have adopted the provisions of SFAS No. 141 for acquisitions completed subsequent to June 30, 2001 and have adopted SFAS No. 142 effective January 1, 2002. Pursuant to SFAS No. 142, we are in the process of performing a transitional assessment of impairment of goodwill by applying fair-value-based tests and have not yet determined what the effect of these tests will be on our earnings and financial position.
Critical Accounting Policies
Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our unaudited Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When we prepare these financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to accounts receivable, inventories, deferred tax assets, equity investment, goodwill and intangible assets, and revenue recognition. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
For further information regarding the accounting policies that we believe to be critical accounting policies and that affect our more significant judgments and estimates used in preparing our consolidated financial statements see our December 31, 2001 Form 10-K.
Quantitative and Qualitative Disclosures About Market Risk.
In the ordinary course of business, we are exposed to various market risk factors, including changes in general economic conditions, domestic and foreign competition, foreign currency exchange rates, and metals pricing and availability. Additionally, we are exposed to market risk primarily related to our fixed rate long-term debt. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates. Decreases in interest rates may affect the market value of our fixed rate debt. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes. Based on our debt, we do not consider the exposure to interest rate risk to be material. Our fixed rate debt obligations are not callable until maturity.
This Form 10-Q may contain forward-looking statements relating to future financial results. Actual results may differ materially as a result of factors over which Reliance Steel & Aluminum Co. has no control. These risk factors and additional information are included in the Company’s Annual Report on Form 10-K.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 2. Changes in Securities.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(b) Reports on Form 8-K
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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.
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