What changed in this filing

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Item 1. Financial Statements

2025-05-01 compared with 2024-10-31 · 118 added, 135 removed, 277 unchanged (48% of the section changed)

3 unchanged sentences

(in millions, except number of shares which are reflected in thousands and per share amounts)

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

Costs and expenses:

16 unchanged sentences

(in millions)

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

Other comprehensive income (loss):

9 unchanged sentences

(in millions, except number of shares which are reflected in thousands and par value)

September 30,

Current assets:

Cash and cash equivalents

Accounts receivable, less allowance for credit losses of $ 26.6 at September 30, 2024 and $ 24.9 at December 31, 2023

Accounts receivable, less allowance for credit losses of $ 26.0 and $ 23.2

Prepaid expenses and other current assets

1 unchanged sentence

Total current assets

Property, plant and equipment:

Machinery and equipment

Accumulated depreciation

Property, plant and equipment, net

23 unchanged sentences

Common stock and additional paid-in capital, $ 0.001 par value and 200,000 shares authorized

Issued and outstanding shares— 54,119 at September 30, 2024 and 57,271 at December 31, 2023

Issued and outstanding shares— 52,889 and 53,715

Retained earnings

8 unchanged sentences

(in millions)

Nine Months Ended

September 30,

Three Months Ended March 31,

Operating activities:

12 unchanged sentences

Financing activities:

Net short-term debt repayments

Proceeds from long-term debt borrowings

6 unchanged sentences

Decrease in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of the period

Cash and cash equivalents, beginning balance

Cash and cash equivalents, ending balance

Supplemental cash flow information:

Interest paid during the period

Income taxes paid during the period, net

Interest paid

Income taxes paid, net

See accompanying notes to unaudited consolidated financial statements.

2 unchanged sentences

(in millions, except per share amounts)

Three Months Ended

Nine Months Ended

September 30,

Total equity, beginning balances

Three Months Ended March 31,

Total equity, beginning balance

Common stock and additional paid-in capital:

Beginning balances

Beginning balance

Stock-based compensation

1 unchanged sentence

Repurchase of common shares

Ending balances

Ending balance

Retained earnings:

Beginning balances

Beginning balance

Net income attributable to Reliance

Cash dividends and dividend equivalents

Cash dividends

Dividend equivalents paid on vested restricted stock units

Taxes paid related to net share settlement of restricted stock units

1 unchanged sentence

Excise tax on repurchase of common shares

Ending balances

Ending balance

Accumulated other comprehensive loss:

Beginning balances

Beginning balance

Other comprehensive income (loss)

Ending balances

Total Reliance stockholders' equity, ending balances

Ending balance

Total Reliance stockholders' equity, ending balance

Noncontrolling interests:

Beginning balances

Beginning balance

Comprehensive income

Dividends paid

Ending balances

Total equity, ending balances

Dividend paid

Ending balance

Total equity, ending balance

Cash dividends declared per common share

4 unchanged sentences

Principles of Consolidation

In February 2024, we changed our corporate name from Reliance Steel & Aluminum Co.

to Reliance, Inc.

We will not distinguish between our prior and current corporate name and will refer to our current corporate name throughout this Quarterly Report on Form 10-Q.

The accompanying unaudited consolidated financial statements include the accounts of Reliance, Inc.

(formerly Reliance Steel & Aluminum Co.) and its subsidiaries (collectively “Reliance”, the “Company”, “we”, “our” or “us”).

and its subsidiaries (collectively “Reliance”, the “Company”, “we”, “our” or “us”).

These financial statements have been prepared in accordance with U.S.

13 unchanged sentences

Actual results could differ from those estimates.

We have recast certain prior period amounts in the statement of equity for the third quarter and nine months ended September 30, 2023, to conform to the current presentation.

The recasting of the prior period information did not have an impact on the ending balances presented.

The majority of our inventory is valued using the last-in, first-out (“LIFO”) method, which is not in excess of market.

2 unchanged sentences

Impact of Recently Issued Accounting Standards—Not Yet Adopted

Segment Reporting —In November 2023, the Financial Accounting Standards Board (“FASB”) issued changes that require disclosure of significant expenses and other segment items included in the measure of segment profitability that the chief operating decision maker uses to assess segment performance and make decisions about resource allocation.

Under these changes, companies like Reliance with a single reportable segment are required to provide the same disclosures as companies with multiple segments.

These changes will be effective for our fiscal years beginning January 1, 2024 and quarterly periods beginning January 1, 2025, with early adoption permitted.

As the guidance only requires additional disclosure, there will be no impact to our results of operations, financial condition or cash flows .

Improvement to Income Tax Disclosures —In December 2023, the FASB issued changes to expand the disclosure requirements for income taxes.

The changes require disaggregated information about our effective tax rate reconciliation and income taxes paid.

These changes will be effective for our fiscal years beginning January 1, 2025, with early adoption

These changes are effective for our annual periods beginning in our 2025 fiscal year.

As the guidance only requires additional disclosure, there will be no impact to our results of operations, financial condition or cash flows.

On February 1, 2024, we acquired, with cash on hand, Cooksey Iron & Metal Company (“Cooksey Steel”), a metals service center that processes and distributes finished steel products, including tubing, beams, plates and bars.

Headquartered in Tifton, Georgia, Cooksey Steel operates three locations, servicing a diverse range of customers.

On April 1, 2024, we acquired American Alloy Steel, Inc.

(“American Alloy”) with cash on hand.

American Alloy, headquartered in Houston, Texas, operates five metals service centers and a plate fabrication business in the U.S.

American Alloy is a distributor of specialty carbon and alloy steel plate and round bar, including pressure vessel quality (PVQ) material.

On April 1, 2024, we acquired, with cash on hand, Mid-West Materials, Inc.

(“MidWest Materials”), a flat-rolled steel service center that primarily services North American original equipment manufacturers.

Headquartered in Perry, Ohio, MidWest Materials provides steel products including hot-rolled, high strength hot-rolled, coated, and cold-rolled products that are sold into the trailer manufacturing, agriculture, metal fabrication, and building products markets.

On August 16, 2024, with cash on hand, we completed the acquisition of certain assets of the FerrouSouth division of Ferragon Corporation (“FerrouSouth”).

FerrouSouth is a toll processing operation headquartered in Iuka, Mississippi, which provides flat-roll steel processing, logistics and warehousing services.

Included in our net sales for the nine months ended September 30, 2024 were combined net sales of $ 203.9 million from our 2024 acquisitions.

Disaggregation of Income Statement Expenses —In November 2024, the FASB issued changes to expand the disclosure requirements for specific expense categories.

The changes require disaggregated quantitative disclosure, in the notes to the financial statements, of prescribed expense categories included within relevant income statement expense captions.

These changes will be effective beginning with our 2027 fiscal year and subsequent interim periods, with early adoption permitted.

As the guidance only requires additional disclosure, there will be no impact to our results of operations, financial condition or cash flows.

2024 Acquisitions

We acquired each of Cooksey Iron & Metal Company on February 1, 2024;

American Alloy Steel, Inc.

and Mid-West Materials, Inc.

on April 1, 2024;

and certain assets of the FerrouSouth division of Ferragon Corporation on August 16,

2024, with cash on hand.

Included in our net sales for the first quarters of 2025 and 2024 were combined net sales of $ 99.4 million and $ 16.1 million, respectively, from our 2024 acquisitions.

Our 2024 acquisitions have increased our capacity and enhanced our product, customer and geographic diversification.

We have not diversified outside our core business of providing metal distribution and processing solutions since our inception.

The preliminary allocations of the purchase prices for our 2024 acquisitions to the fair values of the assets acquired and liabilities assumed were as follows:

We have not diversified outside our core business of providing metal distribution and processing solutions since inception.

The aggregate allocation of the purchase prices for our 2024 acquisitions to the fair values of the assets acquired and liabilities assumed was as follows:

(in millions)

12 unchanged sentences

Net assets acquired

The completion of the purchase price allocations for our 2024 acquisitions are pending the completion of certain purchase price adjustments based on intangible asset valuations and various pre-acquisition period income tax returns.

Summary purchase price allocation information for all acquisitions

1 unchanged sentence

The accompanying consolidated statements of income include the revenues and expenses of each acquisition since its respective acquisition date.

The consolidated balance sheets reflect the allocations of each acquisition’s purchase price as of September 30, 2024.

The consolidated balance sheets reflect the allocations of each acquisition’s purchase price as of March 31, 2025.

The measurement periods for purchase price allocations do not exceed 12 months from the acquisition date.

5 unchanged sentences

Pro forma financial information for all acquisitions

The pro forma summary financial results present the consolidated results of operations as if our 2024 acquisitions had occurred as of January 1, 2023, after the effect of certain adjustments, including lease cost fair value adjustments, amortization of inventory step-down to fair value adjustments included in cost of sales, depreciation and amortization of certain identifiable property, plant and equipment and intangible assets.

The pro forma results have been presented for comparative purposes only and are not indicative of what would have occurred had the 2024 acquisitions been made as of January 1, 2023, or of any potential results which may occur in the future.

Three Months Ended

Nine Months Ended

September 30,

(in millions, except per share amounts)

Net income attributable to Reliance

Earnings per share attributable to Reliance stockholders:

P ro forma financial results reflect our consolidated results of operations as if our 2024 acquisitions had occurred as of January 1, 2023, after the effect of certain adjustments, including lease cost fair value adjustments, amortization of inventory step-down to fair value adjustments included in cost of sales, depreciation and amortization of certain identifiable property, plant and equipment and intangible assets.

Pro forma results for the first quarter of 2024 have been provided for comparative purposes only and are not indicative of what would have occurred had the 2024 acquisitions been made as of January 1, 2023 or of any potential results which may occur in the future.

Pro forma net sales were $ 3,746.5 million for the first quarter of 2024 and pro forma net income and earnings per shares were comparable with our first quarter of 2024 consolidated results.

The following table presents our net sales disaggregated by product and service:

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

(in millions)

2 unchanged sentences

Copper and brass

Other and eliminations

Miscellaneous and eliminations

Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following:

(in millions)

Machinery and equipment

Construction in progress

Property, plant and equipment, gross

accumulated depreciation

Property, plant and equipment, net

As of March 31, 2025 and December 31, 2024, noncash investing activity included $ 5.8 million and $ 7.3 million of capital expenditures, respectively, included in accounts payable and accrued expenses.

The change in the carrying amount of goodwill is as follows:

(in millions)

Balance at January 1, 2024

Purchase price allocation adjustments

Balance as of January 1, 2025

Effect of foreign currency translation

Balance at September 30, 2024

We had no accumulated impairment losses related to goodwill at September 30, 2024 and December 31, 2023.

Balance as of March 31, 2025

We had no accumulated impairment losses related to goodwill as of March 31, 2025 and December 31, 2024.

Intangible Assets, Net

Intangible assets, net consisted of the following:

September 30, 2024

March 31, 2025

December 31, 2024

6 unchanged sentences

Intangible assets not subject to amortization:

Intangible assets recorded in connection with our 2024 acquisitions were $ 80.9 million, including $ 41.4 million allocated to the trade names acquired, which are not subject to amortization.

See Note 2—“Acquisitions” for further discussion of intangible assets recorded in the preliminary purchase price allocations for our 2024 acquisitions.

Amortization expense for intangible assets was $ 32.1 million and $ 33.6 million for the nine months ended September 30, 2024 and 2023, respectively.

Foreign currency translation loss on Intangible assets, net was $ 0.6 million for the nine

months ended September 30, 2024 compared to foreign currency translation gain of $ 0.1 million for the same period in 2023.

Changes in the carrying amount of intangible assets, net are as follows:

(in millions)

Balance as of January 1, 2025

Amortization expense

Effect of foreign currency translation

Balance as of March 31, 2025

The following is a summary of estimated future amortization expense:

(in millions)

2024 (remaining three months)

2025 (remaining nine months)

Debt consisted of the following:

September 30,

(in millions)

6 unchanged sentences

Total long-term debt

The weighted average effective interest rate on the Company’s outstanding borrowings as of September 30, 2024 and December 31, 2023 was 3.32 % and 3.02 %, respectively.

The weighted average effective interest rates on the Company’s outstanding borrowings as of March 31, 2025 and December 31, 2024 were 3.54 % and 3.02 %, respectively.

Unsecured Credit Facility

On September 10, 2024, we entered into a $ 1.5 billion unsecured five-year Second Amended and Restated Credit Agreement (“Credit Agreement”) that amended and restated our then-existing $ 1.5 billion unsecured revolving credit facility.

As of September 30, 2024, borrowings under the Credit Agreement were available at variable rates based on the Secured Overnight Financing Rate (“ SOFR ”) plus 1.00 % or the bank prime rate and we currently pay a commitment fee at an annual rate of 0.10 % on the unused portion of the revolving credit facility.

The applicable margins over SOFR and base rate borrowings, along with commitment fees, are subject to adjustment every quarter based on our leverage ratio, as defined in the Credit Agreement.

As of March 31, 2025, borrowings under the Credit Agreement were available at variable rates based on the Secured Overnight Financing Rate (“ SOFR ”) plus 1.00 % or the bank prime rate and we currently pay a commitment fee at an annual rate of 0.10 % on the unused portion of the revolving credit facility.

The applicable margins over SOFR and base rate borrowings, along with commitment fees, are subject to adjustment every quarter based on our total net leverage ratio, as defined in the Credit Agreement.

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

The interest rate on the $ 125.0 million outstanding borrowing under the revolving credit facility as of September 30, 2024 was 6.01 %.

The weighted average interest rate on borrowings outstanding on the revolving credit facility was 5.35 % as of March 31, 2025.

We had no outstanding borrowings under the revolving credit facility as of December 31, 2024.

We had $ 1.4 million of letters of credit outstanding under the revolving credit facility as of September 30, 2024 and December 31, 2023.

We had $ 1.1 million of letters of credit outstanding under the revolving credit facility as of March 31, 2025 and December 31, 2024.

Senior Unsecured Notes

1 unchanged sentence

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

Other Notes, Revolving Credit and Letter of Credit/Letters of Guarantee Facilities

A wholly owned subsidiary in China has a revolving credit facility with a credit limit of $ 7.8 million as of September 30, 2024 with no outstanding balance as of September 30, 2024 and December 31, 2023.

Various industrial revenue bonds had combined outstanding balances of $ 1.4 million as of September 30, 2024 and December 31, 2023 and have maturities through 2027.

Letter of Credit/Letters of Guarantee Facility

We have a $ 50.0 million standby letters of credit/letters of guarantee agreement with one of the lenders under our Credit Agreement.

A total of $ 42.7 million and $ 40.9 million were outstanding under this facility as of September 30, 2024 and December 31, 2023, respectively.

A total of $ 29.2 million were outstanding under this facility as of March 31, 2025 and December 31, 2024.

The Credit Agreement and the indentures include customary representations, warranties, covenants and events of default provisions.

The covenants under the Credit Agreement include, among other things, a financial maintenance covenant that requires us to comply with a maximum total net leverage ratio.

We were in compliance with the financial maintenance covenant in our Credit Agreement at September 30, 2024.

The covenants under the Credit Agreement include, among other things, a financial maintenance

covenant that requires us to comply with a maximum total net leverage ratio.

We were in compliance with the financial maintenance covenant in our Credit Agreement as of March 31, 2025.

Our metals service center leases are comprised of processing and distribution facilities, equipment, automobiles, trucks and trailers, ground leases and other leased spaces, such as depots, sales offices, storage and data centers.

4 unchanged sentences

The following is a summary of our lease cost:

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

(in millions)

Operating lease cost

Variable fees and other (1)

Total lease cost

(1) Includes variable lease payments and costs of short-term leases.

Supplemental cash flow and balance sheet information is presented below:

Nine Months Ended

September 30,

Three Months Ended March 31,

(in millions)

2 unchanged sentences

Right-of-use assets obtained in exchange for operating lease obligations

September 30,

Other lease information:

1 unchanged sentence

Weighted average discount rate—operating leases

Maturities of operating lease liabilities as of September 30, 2024 are as follows:

Maturities of operating lease liabilities as of March 31, 2025 are as follows:

(in millions)

2024 (remaining three months)

2025 (remaining nine months)

Total operating lease payments

1 unchanged sentence

Total operating lease liabilities

Our effective income tax rate for each of the third quarter and nine months ended September 30, 2024 was 23.3 %, compared to 23.7 % and 24.2 % for the third quarter and nine months ended September 2023, respectively.

Our effective income tax rates for the first quarters of 2025 and 2024 were 23.6 % and 23.3 %, respectively.

The differences between our effective income tax rates and the U.S.

5 unchanged sentences

The fair values of the RSUs, PSUs and stock awards are determined based on the closing stock price of our common stock on the grant date.

A summary of the status of our unvested RSUs and PSUs as of September 30, 2024 and changes during the nine months then ended is as follows:

A summary of the status of our unvested RSUs and PSUs as of March 31, 2025 and changes during the first quarter of 2025 is as follows:

Aggregate Units

Unvested at January 1, 2024

Unvested as of January 1, 2025

Cancelled or forfeited

Unvested at September 30, 2024

Unvested as of March 31, 2025

Shares reserved for future grants (all plans)

1 unchanged sentence

The RSUs cliff vest on December 1, 2027 and the PSUs vest upon the completion of a 3 -year performance period ending December 31, 2027 .

As of September 30, 2024, there was $ 72.9 million of total unrecognized compensation cost related to unvested RSUs and PSUs that is expected to be recognized, net of actual forfeitures and cancellations, over a weighted average period of 1.7 years.

As of March 31, 2025, there was $ 94.6 million of total unrecognized compensation cost related to unvested RSUs and PSUs that is expected to be recognized, net of actual forfeitures and cancellations, over a weighted average period of 2.0 years.

We have paid regular quarterly cash dividends on our common stock for 66 consecutive years.

1 unchanged sentence

The holders of Reliance common stock are entitled to one vote per share on each matter submitted to a vote of stockholders.

On October 22, 2024 , our Board of Directors declared the 2024 fourth quarter cash dividend of $ 1.10 per share of common stock, payable on December 6, 2024 to stockholders of record as of November 22, 2024 .

On April 21, 2025 , our Board of Directors declared the 2025 second quarter cash dividend of $ 1.20 per share of common stock, payable on June 6, 2025 to stockholders of record as of May 23, 2025 .

Share Repurchases

Our share repurchase activity during the nine months ended September 30, 2024 and 2023 was as follows:

(in millions)

First quarter

Second quarter

Third quarter

Our share repurchase amounts do not include shares withheld related to net share settlements upon the vesting of RSUs and PSUs to settle our employees’ estimated tax withholding obligations of $ 29.6 million and $ 41.3 million during the nine months ended September 30, 2024 and 2023, respectively.

On October 22, 2024, our Board of Directors amended our share repurchase program to replenish the repurchase authorization to $ 1.5 billion .

The share repurchase program does not obligate us to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time.

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

On October 22, 2024, our Board of Directors amended our share repurchase program to replenish the repurchase authorization to $ 1.5 billion.

In the first quarter of 2025, we repurchased 922,656 shares at an average cost per share of $ 274.41 for a total of $ 253.2 million.

We did no t repurchase any shares of our common stock in the first quarter of 2024.

Our share repurchase amounts exclude related excise tax and shares withheld related to net share settlements upon the vesting of RSUs and PSUs to settle employees’ tax withholding obligations of $ 11.5 million and $ 23.9 million in the first quarters of 2025 and 2024, respectively.

Subsequent to quarter end, we repurchased an additional 301,279 shares at an average cost of $ 265.17 , for a total of $ 79.9 million, resulting in $ 1.02 billion remaining available for repurchase as of April 25, 2025.

Accumulated Other Comprehensive Loss

5 unchanged sentences

Comprehensive

(Loss) Income

(in millions)

1 unchanged sentence

Current-period change

Balance as of September 30, 2024

Balance as of March 31, 2025

Foreign currency translation adjustments have not been adjusted for income taxes.

Pension and postretirement benefit plan adjustments are net of taxes of $ 0.7 million as of September 30, 2024 and December 31, 2023.

Pension and postretirement benefit plan adjustments are net of deferred tax liabilities of $ 1.0 million as of March 31, 2025 and December 31, 2024.

Pension and postretirement benefit plan adjustments are amortized over service periods and reflected in the amortization of net loss component of our net periodic benefit cost or recognized as a non-operating gain or loss as result of plan settlements.

14 unchanged sentences

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

(in millions, except number of shares which are reflected in thousands and per share amounts)

4 unchanged sentences

Earnings per share attributable to Reliance stockholders:

The computations of diluted earnings per share using the treasury stock method for the nine months ended September 30, 2024 and 2023 do not include 39,716 and 68,453 weighted average shares, respectively, in respect of outstanding RSUs and PSUs, because their inclusion would have been anti-dilutive.

Employee Benefits

Certain of our union employees participate in plans collectively bargained and maintained by multiple employers and a labor union.

During the nine months ended September 30, 2024, we recognized estimated withdrawal liabilities of $ 4.8 million based on our anticipated withdrawal from certain multiemployer pension plans.

The computations of diluted earnings per share using the treasury stock method for the first quarters of 2025 and 2024 do not include 194,254 and 103,700 weighted average shares, respectively, in respect of outstanding RSUs and PSUs, because their inclusion would have been anti-dilutive.

Segment Information

We have one operating and reportable segment —metals service centers .

Reliance derives revenue primarily in the United States and manages its business activities on a consolidated basis.

The measure of segment assets is reported on the accompanying consolidated balance sheet as total assets.

The measure of segment profit and loss is net income reported on the accompanying consolidated income statements.

Information about our segment revenue, net income, significant expenses, and other quantitative information is presented below:

Metals Service Centers Segment

Three Months Ended March 31,

(in millions)

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

Compensation expense

Other segment items (1)

Depreciation and amortization expense

Interest expense

Income tax provision

Consolidated net income

Other Segment Disclosures:

Purchases of property, plant and equipment

(1) Other segment items included in Segment net income mainly includes warehousing and delivery related expenses, which include among others, 3 rd party freight, gas and oil, utilities & rent, plant supplies, and repairs and maintenance.

RELIANCE, INC.

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 1. Financial Statements