What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-03 compared with 2022-08-04 · 110 added, 137 removed, 96 unchanged (72% of the section changed)

1 unchanged sentence

This report contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our forward-looking statements may include, but are not limited to, discussions of our industry and end markets, our business strategies and our expectations concerning future demand and metal pricing and our results of operations, margins, profitability, taxes, liquidity, macroeconomic conditions, including inflation and the possibility of an economic recession or slowdown, litigation matters and capital resources.

Our forward-looking statements may include, but are not limited to, discussions of our industry and end markets, our business strategies and our expectations concerning future demand and product pricing and our results of operations, margins, profitability, taxes, liquidity, macroeconomic conditions, including inflation and the possibility of an economic recession or slowdown, litigation matters and capital resources.

In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “preliminary,” “range,” “intend” and “continue,” the negative of these terms, and similar expressions.

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Actual outcomes and results may differ materially from what is expressed or forecasted in our forward-looking statements as a result of various important factors, including, but not limited to, actions taken by us, including restructuring and impairment charges, as well as developments beyond our control, including, but not limited to, the impact of the COVID-19 pandemic, as well as the impact of actions taken or contemplated by government authorities to mitigate the spread of the COVID-19 pandemic, and changes in worldwide and U.S.

political and economic conditions (including as a result of COVID-19, an economic recession or the ongoing conflict between Russia and Ukraine) that materially impact our customers, the demand and availability of our products and services, including further supply disruptions, labor shortages and inflation.

political and economic conditions (including as a result of COVID-19, rising interest rates, stock market volatility, an economic recession or the ongoing conflict between Russia and Ukraine) that materially impact our customers, the demand and availability of our products and services, including further or sustained supply disruptions, labor shortages and inflation.

Other factors which could cause actual results to differ materially from our forward-looking statements include those disclosed in this report and in other reports we have filed with the United States Securities and Exchange Commission (the “SEC”).

Important risks and uncertainties about our business can be found in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC and in other documents Reliance files or furnishes with the SEC.

Important risks and uncertainties about our business can be found elsewhere in this Quarterly Report on Form 10-Q, including in Item 1A “Risk Factors,” and in Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC and in other documents Reliance files or furnishes with the SEC.

The statements contained in this quarterly report on Form 10-Q speak only as of the date that they were made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

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You should review any additional disclosures we make in any subsequent press releases and Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC.

We generated record quarterly financial performance in the second quarter of 2022 for the sixth consecutive quarter as a result of continued elevated metals pricing and outstanding operational execution of our strategies under our business model, which continues to prove resilient amidst challenging macroeconomic circumstances bolstered by our diverse array of products, end markets and geographies, as well as consistent support from our domestic suppliers and deep-rooted relationships with our customers.

Certain key results for the second quarter and six months ended June 30, 2022 included the following:

● Record quarterly net sales of $4.68 billion were up 36.9% from the second quarter of 2021.

Net sales of $9.17 billion in the six months ended June 30, 2022 were up 46.5% from the same period in 2021.

● Record quarterly average selling price per ton sold of $3,240.

● Our gross profit in the second quarter (also a quarterly record) and six months ended June 30, 2022 increased 38.2% and 41.6%, respectively, from the same periods in 2021 due to record metals pricing that offset the impact of lower gross margins in the 2022 periods.

Our gross profit margin for the six months ended June 30, 2022 declined 110 basis points from the same period in 2021, mainly due to a record gross profit margin of 33.6% in the first quarter of 2021, which benefited from rapid and significant increases in metals prices and limited metal supply.

● Record quarterly earnings per share of $9.15 were up 80.1% from the second quarter of 2021.

Earnings per share of $17.49 in the six months ended June 30, 2022 were up 90.1% from the same period in 2021.

● $193.9 million of share repurchases in the second quarter of 2022 compared to $24.0 million in the second quarter of 2021.

Our record quarterly net sales in the second quarter of 2022 were the result of a record quarterly average selling price per ton sold that increased 34.0% compared to the second quarter of 2021 and a 2.2% increase in tons sold.

Our net sales for the six months ended June 30, 2022 were the result of a 44.7% increase in our average selling price per ton sold and a 1.4% increase in tons sold.

We experienced ongoing healthy demand across all of our end markets.

However, our tons sold and tons toll processed continue to be limited by macroeconomic challenges including inflation, recessionary concerns and labor and supply-related pressures.

Despite our sequential record financial performance since the first quarter of 2021, our tons sold in the second quarter of 2022 remained below pre-pandemic levels in 2019.

Our record profitability in the second quarter of 2022 was driven by record metals prices, ongoing strength in demand for most of the products we sell across most of the end markets we serve, a strong gross profit margin and careful expense control.

Our gross profit margin in the second quarter of 2022 of 31.9% increased 20 basis points from the second quarter of 2021.

Our same-store SG&A expense in the second quarter and six months ended June 30, 2022 increased $64.8 million, or 11.5%, and $134.9 million, or 12.5%, from the same periods in 2021.

Our SG&A expense levels continue to increase from inflationary impacts for wages, fuel, freight and packaging costs and to a lesser extent higher incentive-based compensation attributable to our sequential gross profit and pretax income record results.

Despite increases in our SG&A expense, record metals pricing decreased our SG&A expense as a percentage of sales and resulted in record operating income and pretax income margins.

Our cash flow from operations of $674.2 million in the six months ended June 30, 2022 increased $410.8 million compared to the same period in 2021, relatively in-line with the increase in net income of $500.1 million over the same period, demonstrating the high cash flow conversion present in our business.

We believe our strong liquidity position that includes significant cash on hand, strong cash flow generation and $1.5 billion revolving credit facility with no borrowings outstanding will support our continued prudent use of capital as we maintain a flexible approach focused on growth, both organically and through acquisitions, and stockholder return activities.

We believe our industry-leading results are due to our unique business model and the strong execution of our strategies.

We produced another quarter of solid financial performance through outstanding operational execution despite declining metal prices trends compared to the preceding quarter that led to a temporary contraction in our gross profit margin.

We believe key elements of our strategic business model helped stabilize our operating results during the quarter amid challenging macroeconomic circumstances, including value-added processing capabilities that support our sale of higher priced products, prioritizing purchases from our domestic suppliers to shorten the supply chain and ensure metal availability, and focus on smaller order sizes with quick turnaround.

Certain key results for the third quarter and nine months ended September 30, 2022 included the following:

● Quarterly net sales of $4.25 billion were up 10.4% from the third quarter of 2021.

Net sales of $13.41 billion in the nine months ended September 30, 2022 were up 32.8% from the same period in 2021.

● Record third quarter earnings per share of $6.45 were up 4.9% from the third quarter of 2021.

Earnings per share of $23.98 in the nine months ended September 30, 2022 were up 56.2% from the same period in 2021.

● Record quarterly cash flow from operations of $635.7 million in the third quarter of 2022.

● $547.7 million of share repurchases in the nine months ended September 30, 2022 compared to $155.0 million in the same nine-month period in 2021.

Our third quarter of 2022 share repurchases were $336.7 million compared to $131.0 million in the third quarter of 2021.

We experienced ongoing healthy demand across a majority of our end markets.

However, we believe our tons sold and tons toll processed continue to be limited by continued supply chain-related challenges.

Our gross profit margins in the third quarter and nine months ended September 30, 2022 were lower compared to the same periods in 2021 mainly due to the 2021 periods benefiting from rapid and significant sequential quarterly increases in our average selling price per ton sold.

In the 2022 periods, our inventory costs were more in-line with replacement costs with our average selling prices per ton sold peaking at record levels in the second quarter of 2022 and declining throughout the third quarter of 2022, with further decline expected in the fourth quarter of 2022.

Our same-store SG&A expense in the third quarter and nine months ended September 30, 2022 increased $2.3 million, or 0.4%, and $137.2 million, or 8.1%, from the same periods in 2021.

Our third quarter SG&A expense reflected lower incentive-based compensation from lower first-in, first-out (FIFO) pretax income that offset inflationary impacts for wages, fuel and plant supply costs, while our nine-month increase was primarily due to these same inflationary cost increases.

Despite increases in our SG&A expense, increased metals pricing decreased our SG&A expenses as a percentage of sales, resulting in our operating and net income margins for the nine months ended September 30, 2022 remaining at record levels despite a lower gross profit margin.

Our cash flow from operations of $1.31 billion in the nine months ended September 30, 2022 increased $904.3 million compared to the same period in 2021, driven by an increase in net income of $497.8 million and reduced investment in working capital during 2021, primarily accounts receivable and inventory.

The working capital investment decline from the prior year was driven by declining metal pricing trends during the third quarter of 2022 compared to the rapid and significant increases in metals prices and limited metal availability throughout 2021.

We believe our strong liquidity position that includes substantial cash on hand, strong cash flow generation and $1.5 billion of availability under our revolving credit facility will support our continued prudent use of capital as we maintain a flexible approach focused on growth, both organically and through acquisitions, and stockholder return activities.

We believe our industry-leading results are attributable to our unique business model and strong execution of our strategies.

We believe our business model characteristics, including broad end market exposure, a wide geographical footprint, diverse product offerings, significant value-added processing capabilities, strong relationships with suppliers, and focus on small order sizes and when-needed delivery differentiate us from our industry peers.

We believe these unique business model characteristics and strong operational execution of our strategies that include pricing discipline, concentrating on higher margin business and cross selling inventory within our operating locations enabled us to persevere during the pandemic in 2020 and were the cornerstone of our record quarterly financial results in each of the past six quarters.

We believe these unique business model characteristics and strong operational execution of our strategies, including pricing discipline, concentrating on higher margin business and cross selling inventory within our operating locations provide the foundation of our strong financial results.

2021 Acquisitions

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and Rotax Metals Inc.

with cash on hand.

Included in our net sales for the six months ended June 30, 2022 were combined net sales of $473.7 million from our 2021 acquisitions.

with cash on hand for a combined transaction value of $440.3 million.

Included in our net sales for the nine months ended September 30, 2022 were combined net sales of $681.7 million from our 2021 acquisitions.

Results of Operations

The following table sets forth certain income statement data for the second quarter and six months ended June 30, 2022 and 2021 (dollars are shown in millions and certain amounts may not calculate due to rounding):

The following table sets forth certain income statement data for the third quarter and nine months ended September 30, 2022 and 2021 (dollars are shown in millions, except for per share amounts and certain amounts may not calculate due to rounding):

Three Months Ended

Six Months Ended

Cost of sales (exclusive of depreciation and amortization expenses shown below) (1)

Nine Months Ended

September 30,

Gross profit (1)

Warehouse, delivery, selling, general and administrative expense (SG&A)

Depreciation expense

Amortization expense

Depreciation and amortization expense

Operating income

(1) Cost of sales in the six months ended June 30, 2022 included $8.1 million of non-recurring amortization of inventory step-up to fair value adjustments for our 2021 acquisitions.

Net income attributable to Reliance

Diluted earnings per share attributable to Reliance Stockholders'

(1) Gross profit, calculated as net sales less cost of sales, and gross profit margin, calculated as gross profit divided by net sales, are non-GAAP financial measures as they exclude depreciation and amortization expenses associated with the corresponding sales.

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Gross profit and gross profit margin, as presented, are not necessarily comparable with similarly titled measures for other companies.

Second Quarter and Six Months Ended June 30, 2022 Compared to Second Quarter and Six Months Ended June 30, 2021

(in millions)

Gross profit in the nine months ended September 30, 2022 was reduced by $8.1 million of non-recurring amortization of inventory step-up to fair value adjustments for our 2021 acquisitions.

Third Quarter and Nine Months Ended September 30, 2022 Compared to Third Quarter and Nine Months Ended September 30, 2021

September 30,

(dollars in millions)

Net sales (three months ended)

Net sales, same-store (three months ended)

Net sales (six months ended)

Net sales, same-store (six months ended)

Net sales (nine months ended)

Net sales, same-store (nine months ended)

September 30,

(tons in thousands)

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Tons sold, same-store (three months ended)

Tons sold (six months ended)

Tons sold, same-store (six months ended)

Tons sold (nine months ended)

Tons sold, same-store (nine months ended)

September 30,

Average selling price per ton sold (three months ended)

Average selling price per ton sold, same-store (three months ended)

Average selling price per ton sold (six months ended)

Average selling price per ton sold, same-store (six months ended)

Average selling price per ton sold (nine months ended)

Average selling price per ton sold, same-store (nine months ended)

Our tons sold and average selling price per ton sold exclude our tons toll processed.

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Same-store amounts exclude the results of our 2021 acquisitions.

Our net sales in the second quarter and six months ended June 30, 2022 were the highest in our history due to record average selling prices per ton sold and modest increases in tons sold compared to the same periods in 2021.

Our record sales in the 2022 periods were supported by ongoing healthy demand in most of the end markets we serve and elevated pricing during the second quarter of 2022.

Since we primarily purchase and sell our inventories in the spot market, the changes in our average selling prices generally fluctuate in accordance with the changes in the costs of the various metals we purchase.

Our same-store average selling prices per ton sold in the second quarter and six months ended June 30, 2022 were significantly higher than the comparable 2021 periods mainly due to significant mill price increases for our major product categories.

The mix of products sold can also have an impact on our average selling prices.

As carbon steel sales represented approximately 54% and 55% of our gross sales for the second quarter and six months ended June 30, 2022, respectively, changes in carbon steel prices have the most significant impact on changes in our overall average selling price per ton sold.

Our major commodity selling prices changed year-over-year as follows:

Our net sales in the third quarter and nine months ended September 30, 2022 increased from the same periods in 2021 due to increased average selling prices per ton sold and modest increases in tons sold compared to the same periods in 2021.

Our strong sales in the 2022 periods were supported by ongoing healthy demand in most of the end markets we serve and elevated metals pricing.

Since we primarily purchase and sell our inventories in the spot market, our average selling prices generally fluctuate in accordance with the changes in the costs of the various metals we purchase.

Our average selling price per ton sold in the nine months ended September 30, 2022 was significantly higher than the comparable 2021 period mainly due to significant mill price increases for our major product categories.

However, our quarterly year-over-year average selling price per ton sold increase was more moderate mainly due to a 4.3% decline in pricing for the carbon steel products we sold.

The mix of products sold has an impact on our overall average selling prices per ton sold.

Y ear-over-year changes in selling prices of our major commodity products and related mix of gross sales dollars are presented below:

Three Months Ended

Six Months Ended

Average Selling

Nine Months Ended

Average Selling

Price per Ton Sold

(percentage change)

Stainless steel

Cost of Sales

(dollars in millions)

Cost of sales (three months ended)

Cost of sales (six months ended)

The increases in cost of sales in the second quarter and six months ended June 30, 2022 compared to the same periods in 2021 were mainly due to higher average costs per ton sold and to a lesser extent, increases in tons sold.

See “Net Sales” above for trends in both demand and costs of our products .

Cost of sales in the six months ended June 30, 2022 included $8.1 million of non-recurring amortization of inventory step-up to fair value adjustments for our 2021 acquisitions.

In addition, adjustments to our LIFO method inventory valuation reserve, which are included in cost of sales and, in effect, reflects cost of sales at current replacement costs, resulted in expenses of $12.5 million and $200.0 million in the second quarters of 2022 and 2021, respectively, and expenses of $50.0 million and $300.0 million in the six months ended June 30, 2022 and 2021, respectively.

As of June 30, 2022, the LIFO method inventory valuation reserve on our balance sheet was $870.4 million.

Gross Profit and Cost of Sales

September 30,

(dollars in millions)

Gross profit (three months ended)

Gross profit (six months ended)

We generated record gross profit in the second quarter and six months ended June 30, 2022 mainly as a result of record average selling prices per ton sold, strong gross profit margins and increases in tons sold compared to the same periods in 2021.

Gross profit in the six months ended June 30, 2022 was reduced by $8.1 million of non-recurring amortization of inventory step-up to fair value adjustments related to our 2021 acquisitions.

Our gross profit margin in the second quarter ended June 30, 2022 was strong and supported by ongoing healthy demand for the majority of the products we sell.

The decline in our gross profit margin in the six months ended June 30, 2022 compared to the same period in 2021 was mainly due to the 2021 six-month period benefiting from rapid and significant increases in metal prices and limited metal supply.

See “Net Sales” and “Cost of Sales” above for further discussion on product pricing trends and our LIFO inventory valuation reserve adjustments, respectively.

Gross profit (nine months ended)

Cost of sales (three months ended)

Cost of sales (nine months ended)

Gross profit in the nine months ended September 30, 2022 increased from the same period in 2021 mainly due to a significant increase in our average selling price per ton sold that outpaced higher average cost per ton sold.

Additionally, adjustments to our LIFO method inventory valuation reserve, which are included in cost of sales and, in effect, reflects cost of sales at current replacement costs, resulted in a credit, or an increase to gross profit, of $27.5 million in the third quarter of 2022 compared to a charge, or a decrease to gross profit, of $262.5 million in the third quarter of 2021.

We recorded LIFO expense that lowered gross profit by $22.5 million and $562.5 million in the nine months ended September 30, 2022 and 2021, respectively.

As of September 30, 2022, the LIFO method inventory valuation reserve on our balance sheet was $842.9 million.

Furthermore, g ross profit in the nine months ended September 30, 2022 was reduced by $8.1 million of non-recurring amortization of inventory step-up to fair value adjustments related to our 2021 acquisitions.

Our gross profit margins in the third quarter and nine months ended September 30, 2022 were strong, but declined from the same periods in 2021 due to different product pricing trends during the periods.

Our gross profit margins in the third quarter and nine months ended September 30, 2021 benefited from the rapid and significant increases in metal prices and limited metal supply throughout the periods, while our gross profit margins in the 2022 periods compressed as our average selling price reached a peak in the second quarter of 2022 and declined throughout the third quarter of 2022.

See “Net Sales” for further discussion on product pricing trends.

September 30,

(dollars in millions)

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SG&A expense, same-store (three months ended)

SG&A expense (six months ended)

SG&A expense, same-store (six months ended)

SG&A expense (nine months ended)

SG&A expense, same-store (nine months ended)

Depreciation & amortization expense (three months ended)

Depreciation & amortization expense (six months ended)

Our same-store SG&A expense increases in the second quarter and six months ended June 30, 2022 were mainly due to higher variable expenses associated with inflationary impacts for wages, fuel, freight and packaging costs and to a lesser extent higher incentive-based compensation attributable to our record gross profit and pretax income.

The decreases in our SG&A expense as a percentage of sales in the second quarter and six months ended June 30, 2022 compared to the same periods in 2021 were mainly due to our record net sales.

Depreciation & amortization expense (nine months ended)

The increase in our same-store SG&A expense in the nine months ended September 30, 2022 was mainly due to higher variable expenses associated with inflationary impacts for wages, fuel, freight and packaging costs.

Our same-store SG&A expense in the third quarter of 2022 included the same inflationary cost pressures, but was offset by a reduction in incentive compensation as a significant majority of our incentive compensation programs are tied to FIFO profitability, which declined from the same period in 2021.

The decreases in our SG&A expense as a percentage of sales in the third quarter and nine months ended September 30, 2022 compared to the same periods in 2021 were due to our higher sales providing us with better operating leverage.

Operating Income

September 30,

(dollars in millions)

Operating income (three months ended)

Operating income (six months ended)

The increases in our operating income in the second quarter and six months ended June 30, 2022 compared to the same periods in 2021 were due to record gross profit, as a result of record average selling prices per ton sold, fundamentally strong demand and strong gross profit margins, that were partially offset by inflationary increases in certain SG&A expenses and higher incentive compensation.

The increases in our operating margins in the second quarter and six months ended June 30, 2022 were mainly due to our significantly higher sales that decreased our SG&A expense as a percentage of sales, despite increases in our SG&A expense.

Operating income (nine months ended)

The increase in our operating income in the nine months ended September 30, 2022 compared to the same period in 2021 was due to increased gross profit, mainly as a result of a significant increase in average selling price per ton sold and fundamentally strong demand that offset a decline in our gross profit margin and inflationary increases in certain SG&A expenses.

Our operating income margin in the third quarter of 2022 decreased 130 basis points from the third quarter of 2021 mainly due to a 230 basis point decrease in our gross profit margin that was partially offset by a 100 basis point decrease in our SG&A expense as a percentage of sales due to our higher sales and better operating leverage.

Our operating income margin in the nine months ended September 30, 2022 was at a record level and increased 160 basis points from the same period in 2021 mainly due to our higher sales that decreased our SG&A expense as a percentage of sales by 260 basis points, offsetting a 140 basis point decrease in our gross profit margin.

Income Tax Rate

Our effective income tax rate for each of the second quarter and six months ended June 30, 2022 was 24.7%, compared to 25.6% and 25.5% in the same 2021 periods, respectively.

Our effective income tax rate of 24.7% for each of the third quarter and nine months ended September 30, 2022 declined from 25.5% in each of the same 2021 periods due to lower state income taxes as a result of changes in the allocation of our U.S.

income to the states in which we operate.

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, partially offset by the effects of Company-owned life insurance policies.

(dollars in millions)

Net income attributable to Reliance (three months ended)

Net income attributable to Reliance (six months ended)

The increases in our net income and net income margin in the second quarter and six months ended June 30, 2022 compared to the same periods in 2021 were mainly due to record operating income and operating income margins as a result of record gross profit and strong gross profit margins, partially offset by higher SG&A expenses.

Liquidity and Capital Resources

Financial Condition

Operating Activities

Net cash provided by operations of $674.2 million in the six months ended June 30, 2022 increased $410.8 million, or 156.0%, from $263.4 million in the same period in 2021.

The increase was mainly due to the $500.1 million, or 83.6%, increase in net income that required moderate additional working capital investment in the six months ended June 30, 2022 when compared to the same period in 2021, mainly due to significantly higher metals pricing and to a lesser extent, the increase in tons sold.

To manage our working capital, we focus on our days sales outstanding and on our inventory turnover rate as receivables and inventory are the two most significant elements of our working capital.

As of June 30, 2022 and 2021, our days sales outstanding rate was 39.2 days and 39.8 days, respectively.

Our inventory turnover rate (based on tons) during the six months ended June 30, 2022 was 4.4 times (or 2.7 months on hand), compared to 5.2 times (or 2.3 months on hand) in the same period in 2021.

Income taxes paid were $427.2 million in the six months ended June 30, 2022 compared to $181.3 million in the same period in 2021.

The significant increase in our tax payments was mainly due to higher estimated tax payments in the six months ended June 30, 2022 compared to the same period in 2021, relating to our significantly higher pretax income, and to a lesser extent income tax extension payments for the 2021 tax year made in the 2022 six-month period without similar income tax extension payments in the same period in 2021.

Net cash provided by operations of $1.31 billion in the nine months ended September 30, 2022 increased $904.3 million, or 223.0%, from the same period in 2021.

The increase was mainly due to a $497.8 million, or 50.0%, increase in net income that required moderate additional working capital investment in the nine months ended September 30, 2022 when compared to the same period in 2021 which had significant and rapid increases in metals pricing and limited metal availability that required a significantly higher investment in working capital.

To manage our working capital, we focus on our days sales outstanding and inventory turnover rate as receivables and inventory are the two most significant elements of our working capital.

As of September 30, 2022 and 2021, our days sales outstanding rate was 39.6 days and 39.1 days, respectively.

Our inventory turnover rate (based on tons) during the nine months ended September 30, 2022 was 4.3 times (or 2.8 months on hand), compared to 4.9 times (or 2.4 months on hand) in the same period in 2021.

Income taxes paid were $596.8 million in the nine months ended September 30, 2022 compared to $297.3 million in the same period in 2021.

The significant increase in our tax payments was mainly due to higher estimated tax payments in the nine months ended September 30, 2022 compared to the same period in 2021, as a result of our significantly higher pretax income.

Investing Activities

Net cash used in investing activities was $149.4 million in the six months ended June 30, 2022 compared to $98.6 million in the same period in 2021 and was substantially comprised of our capital expenditures partially offset by proceeds from sales of property, plant and equipment.

Capital expenditures were $154.2 million in the six months ended June 30, 2022 compared to $123.8 million in the same period in 2021.

The majority of our capital expenditures in the six months ended June 30, 2022 and 2021 were related to growth initiatives.

Proceeds from sales of property, plant and equipment were $9.2 million in the six months ended June 30, 2022 compared to $26.1 million in the same period in 2021.

Our proceeds from sales of property, plant and equipment included $7.4 million of proceeds and $2.0 million of gains from sales of non-core assets in the six months ended June 30, 2022 compared to $24.4 million of proceeds and $3.3 million of gains from similar sales in the same period in 2021.

Net cash used in investing activities was $244.4 million in the nine months ended September 30, 2022 compared to $148.2 million in the same period in 2021 and was substantially comprised of capital expenditures partially offset by proceeds from sales of property, plant and equipment.

The majority of our capital expenditures in the nine months ended September 30, 2022 and 2021 were related to growth initiatives.

Financing Activities

Net cash used in financing activities of $316.5 million in the six months ended June 30, 2022 increased from $122.4 million net cash used in the same period in 2021, mainly due to increased share repurchases.

In the six months ended June 30, 2022, we spent $211.0 million to repurchase shares of our common stock compared to $24.0 million spent in the same

period in 2021.

Our other stockholder return activities included an increase in our quarterly dividend with total dividend payments of $110.6 million in the six months ended June 30, 2022 compared to $88.6 million in the same period in 2021.

On July 26, 2022, our Board of Directors declared the 2022 third quarter cash dividend of $0.875 per share.

Net cash used in financing activities was $711.1 million in the nine months ended September 30, 2022, compared to $301.8 million of net cash used in financing activities for the same period in 2021, mainly due to increased share repurchases.

In the nine months ended September 30, 2022, we spent $547.7 million to repurchase shares of our common stock compared to $155.0 million in the same period in 2021.

Our other stockholder return activities included an increase in our quarterly dividend rate with total dividend payments of $163.5 million in the nine months ended September 30, 2022 compared to $132.3 million in the same period in 2021.

On October 25, 2022, our Board of Directors declared the 2022 fourth quarter cash dividend of $0.875 per share.

We have increased our quarterly dividend 29 times since our IPO in 1994, with the most recent increase of 27.3% from $0.6875 per share to $0.875 per share effective in the first quarter of 2022.

We have paid quarterly cash dividends on our common stock for 63 consecutive years and have never reduced or suspended our regular quarterly dividend.

Our share repurchase activity during the six months ended June 30, 2022 and 2021 was as follows:

(in millions)

First quarter

Second quarter

The $1.0 billion share repurchase program that was authorized by our Board of Directors on July 20, 2021 and had remaining authorization to repurchase $401.6 million of our common stock as of July 25, 2022 following our repurchase of 581,648 shares at an average cost of $171.94 per share, for a total of $100.0 million, subsequent to the end of the second quarter of 2022 was increased again on July 26, 2022 to $1.0 billion.

See Note 9—“Equity” to our consolidated financial statements in Part I, Item 1 “Financial Statements” for information on our stock repurchases.

On July 26, 2022, our Board of Directors amended our share repurchase program to increase the remaining repurchase authorization to $1.0 billion.

At September 30, 2022, $763.3 million of our common stock remained authorized for repurchase.

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.

We may repurchase shares through open market purchases, privately negotiated transactions and transactions structured through investment banking institutions under plans relying on Rule 10b5-1 and/or Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

Repurchased and subsequently retired shares are restored to the status of authorized but unissued shares.

Since 2017, we have repurchased approximately 14.6 million shares at an average cost of $105.22 per share, for a total of $1.53 billion.

Since 2017, we have repurchased approximately 15.9 million shares at an average cost of $111.51 per share, for a total of $1.77 billion, resulting in a 21.8% reduction in our common shares issued and outstanding.

We expect to continue to be opportunistic in our approach to repurchasing shares of our common stock.

We believe our primary sources of liquidity, including funds generated from operations, cash and cash equivalents and our $1.5 billion revolving credit facility, will be sufficient to satisfy our cash requirements and stockholder return activities over the next 12 months and beyond.

Our total outstanding debt as of June 30, 2022 was $1.66 billion, which was consistent with December 31, 2021.

As of June 30, 2022, we had no outstanding borrowings on the revolving credit facility.

As of June 30, 2022, we had $504.5 million in cash and cash equivalents and our net debt-to-total capital ratio (net debt-to-total capital is calculated as carrying amount of debt, net of cash, divided by total Reliance stockholders’ equity plus total debt, net of cash) was 14.3%, down from 18.1% as of December 31, 2021.

On September 3, 2020, we entered into a $1.5 billion unsecured five-year Amended and Restated Credit Agreement (“Credit Agreement”) that amended and restated our then-existing $1.5 billion unsecured revolving credit facility and includes a $150.0 million letter of credit sublimit.

As of June 30, 2022, borrowings under the Credit Agreement were available at variable rates based on LIBOR plus 1.00% 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 LIBOR and base rate borrowings, along with commitment fees, are subject to adjustment every quarter based on our total net leverage ratio, as defined in the Credit Agreement.

All borrowings under the Credit Agreement may be prepaid without penalty.

Our Credit Agreement includes provisions to change the reference rate to the then-prevailing market convention for similar agreements if a replacement rate for LIBOR is necessary during its term.

A revolving credit facility with a combined credit limit of $8.1 million is in place for an operation in Asia with an outstanding balance of $3.7 million and $4.7 million as of June 30, 2022 and December 31, 2021, respectively.

Purchase Obligations

During the first quarter of 2022, we increased our 2022 capital expenditure budget, including unspent amounts from prior years, to $455 million from $350 million.

Our actual capital expenditure spending over the next 12 months is ultimately dependent on market conditions, lead times and availability of property, plant and equipment when the capital project is initiated.

Capital Resources

On November 20, 2006, we entered into an indenture (the “2006 Indenture”) for the issuance of $600.0 million of unsecured debt securities.

The total issuance was comprised of (a) $350.0 million aggregate principal amount of senior unsecured notes bearing interest at the rate of 6.20% per annum, which matured and were repaid on November 15, 2016 and (b) $250.0 million aggregate principal amount of senior unsecured notes bearing interest at the rate of 6.85% per annum, maturing on November 15, 2036.

On April 12, 2013, we entered into an indenture (the “2013 Indenture”) for the issuance of $500.0 million aggregate principal amount of senior unsecured notes at the rate of 4.50% per annum, maturing on April 15, 2023.

On August 3, 2020, we entered into an indenture (the “2020 Indenture” and, together with the 2013 Indenture and 2006 Indenture, the “Indentures”) for the issuance of $900.0 million of unsecured debt securities.

The total issuance was comprised of (a) $400.0 million aggregate principal amount of senior unsecured notes bearing interest at the rate of 1.30% per annum, maturing on August 15, 2025 and (b) $500.0 million aggregate principal amount of senior unsecured notes bearing interest at the rate of 2.15% per annum, maturing on August 15, 2030.

Under the Indentures, the notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations.

If we experience a change in control accompanied by a downgrade in our credit rating, we will be required to make an offer to repurchase each series of the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest.

Various industrial revenue bonds had combined outstanding balances of $7.7 million as of June 30, 2022 and December 31, 2021 and have maturities through 2027.

As of June 30, 2022, we had $910.4 million of debt obligations coming due before our $1.5 billion revolving credit facility expires on September 3, 2025.

The Company’s debt obligations have not changed significantly since December 31, 2021.

See Note 6—“Debt” to our consolidated financial statements in Part I, Item 1 “Financial Statements” for further information on our debt obligations.

Liquidity and Capital Resources

As of September 30, 2022, we had $643.7 million in cash and cash equivalents with no outstanding borrowings on the revolving credit facility and our net debt-to-total capital ratio (net debt-to-total capital is calculated as carrying amount of debt, net of cash, divided by total Reliance stockholders’ equity plus carrying amount of debt, net of cash) was 12.8%, down from 18.1% as of December 31, 2021.

As of September 30, 2022, we had $910.1 million of debt obligations coming due before our $1.5 billion revolving credit facility expires on September 3, 2025.

We believe that we will continue to have sufficient liquidity to fund our future operating needs and to repay our debt obligations as they become due, including $500.0 million of senior notes that mature in April 2023.

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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, 2022.

We were in compliance with all financial maintenance covenants in our Credit Agreement at September 30, 2022.

Some of our customers are in seasonal businesses, especially customers in the construction industry and related businesses.

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Goodwill and Other Intangible Assets

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $2.11 billion at June 30, 2022, or approximately 20% of total assets and 31% of total equity.

Additionally, other intangible assets, net amounted to $1.05 billion at June 30, 2022, or approximately 10% of total assets and 15% of total equity.

Goodwill, which represents the excess of cost over the fair value of net assets acquired, amounted to $2.10 billion at September 30, 2022, or approximately 21% of total assets and 31% of total equity.

Additionally, other intangible assets, net amounted to $1.03 billion at September 30, 2022, or approximately 10% of total assets and 15% of total equity.

Goodwill and other intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests and further evaluation when certain events occur.

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Accordingly, our estimates and judgments may be subject to greater volatility than in the past.

During the quarter ended June 30, 2022, there were no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021.

During the quarter ended September 30, 2022, there were no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis