What changed in this filing

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Item 1. Financial Statements

2025-07-30 compared with 2025-05-01 · 68 added, 53 removed, 342 unchanged (26% 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 March 31,

Three Months Ended

Six Months Ended

Costs and expenses:

5 unchanged sentences

Interest expense

Other expense (income), net

Other income, net

Income before income taxes

8 unchanged sentences

(in millions)

Three Months Ended March 31,

Three Months Ended

Six Months Ended

Other comprehensive income (loss):

51 unchanged sentences

(in millions)

Three Months Ended March 31,

Six Months Ended

Operating activities:

10 unchanged sentences

Purchases of property, plant and equipment

Proceeds from sales of property, plant and equipment

Net cash used in investing activities

5 unchanged sentences

Taxes paid related to net share settlement of restricted stock units

Excise tax on repurchase of common shares

Net cash used in financing activities

10 unchanged sentences

(in millions, except per share amounts)

Three Months Ended March 31,

Three Months Ended

Six Months Ended

Total equity, beginning balance

22 unchanged sentences

Comprehensive income

Dividend paid

Dividends paid

Ending balance

9 unchanged sentences

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

generally accepted accounting principles (“U.S.

GAAP”) 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 U.S.

GAAP for complete financial statements.

In the opinion of management, the consolidated financial statements reflect all material adjustments, which are of a normal recurring nature, necessary for presentation of financial statements for interim periods in accordance with U.S.

generally accepted accounting principles (“GAAP”) 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 GAAP for complete financial statements.

Interim results are not necessarily indicative of the results for a full year.

3 unchanged sentences

These consolidated financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and accompanying notes included in Reliance’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes.

The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances.

3 unchanged sentences

We estimate the effect of LIFO on interim periods by allocating the projected year-end LIFO calculation to interim periods on a pro rata basis.

Impact of Recently Issued Accounting Standards—Not Yet Adopted

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

Recently Issued Accounting Standards

Improvement to Income Tax Disclosures —In December 2023, the Financial Accounting Standards Board (“ 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 are effective for our annual periods beginning in our 2025 fiscal year.

These changes are effective for our annual periods beginning with 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.

10 unchanged sentences

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.

Included in our net sales for the first six months of 2025 and 2024 were combined net sales of $ 193.9 million and $ 115.1 million, respectively, from our 2024 acquisitions.

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

18 unchanged sentences

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 March 31, 2025.

The consolidated balance sheets reflect the allocations of each acquisition’s purchase price as of June 30, 2025.

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

6 unchanged sentences

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.

Pro forma results for the second quarter and first six months 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 $ 3,648.0 million and $ 7,394.5 million for the second quarter and first six months of 2024, respectively.

The differences between our reported and pro forma results for the second quarter and first six months of 2024 were not significant.

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

Three Months Ended March 31,

Three Months Ended

Six Months Ended

(in millions)

11 unchanged sentences

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.

As of June 30, 2025 and December 31, 2024, noncash investing activity included $ 5.7 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:

1 unchanged sentence

Balance as of January 1, 2025

Purchase price allocation adjustments

Effect of foreign currency translation

Balance as of March 31, 2025

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

Balance as of June 30, 2025

We had no accumulated impairment losses related to goodwill as of June 30, 2025 and December 31, 2024.

Intangible Assets, Net

Intangible assets, net consisted of the following:

March 31, 2025

June 30, 2025

December 31, 2024

11 unchanged sentences

Effect of foreign currency translation

Balance as of March 31, 2025

Balance as of June 30, 2025

The following is a summary of estimated future amortization expense:

(in millions)

2025 (remaining nine months)

2025 (remaining six months)

Debt consisted of the following:

7 unchanged sentences

Total long-term debt

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.

The weighted average effective interest rates on the Company’s outstanding borrowings as of June 30, 2025 and December 31, 2024 were 3.48 % 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 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.

As of June 30, 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 weighted average interest rate on borrowings outstanding on the revolving credit facility was 5.35 % as of March 31, 2025.

The weighted average interest rate on borrowings outstanding on the revolving credit facility was 5.38 % as of June 30, 2025.

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

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

We had $ 1.1 million of letters of credit outstanding under the revolving credit facility as of June 30, 2025 and December 31, 2024.

Senior Unsecured Notes

3 unchanged sentences

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

We had $ 29.3 million and $ 29.2 million outstanding under this facility as of June 30, 2025 and December 31, 2024, respectively.

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

1 unchanged sentence

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.

We were in compliance with the financial maintenance covenant in our Credit Agreement as of June 30, 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 March 31,

Three Months Ended

Six Months Ended

(in millions)

4 unchanged sentences

Supplemental cash flow and balance sheet information is presented below:

Three Months Ended March 31,

Six Months Ended

(in millions)

5 unchanged sentences

Weighted average discount rate—operating leases

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

Maturities of operating lease liabilities as of June 30, 2025 are as follows:

(in millions)

2025 (remaining nine months)

2025 (remaining six months)

Total operating lease payments

1 unchanged sentence

Total operating lease liabilities

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

Our effective income tax rates for the second quarter and first six months of 2025 were 23.0 % and 23.3 %, respectively, compared to 23.3 % for the same 2024 periods.

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

federal statutory rate of 21.0 % were mainly due to state income taxes.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted.

The law included, among other things, 100% bonus depreciation for qualified assets and new limitation on the deductibility of charitable donations.

We do not expect the law will have a material impact on our effective tax rate.

However, we anticipate the bonus depreciation will impact our deferred income taxes and income tax payments.

Stock-Based Compensation Plans

3 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 March 31, 2025 and changes during the first quarter of 2025 is as follows:

A summary of the status of our unvested RSUs and PSUs as of June 30, 2025 and changes during the first six months of 2025 is as follows:

Aggregate Units

1 unchanged sentence

Cancelled or forfeited

Unvested as of March 31, 2025

Shares reserved for future grants (all plans)

Unvested as of June 30, 2025

Shares reserved for future issuance (all plans)

(1) Comprised of 96,973 RSUs and 65,927 PSUs granted in February 2025;

and 509 RSUs granted in May 2025.

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 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.

As of June 30, 2025, there was $ 89.2 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 1.9 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 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 .

On July 22, 2025 , our Board of Directors declared the 2025 third quarter cash dividend of $ 1.20 per share of common stock, payable on August 29, 2025 to stockholders of record as of August 15, 2025 .

Share Repurchases

2 unchanged sentences

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

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.

Our share repurchase activity during the first six months of 2025 and 2024 was as follows:

(in millions)

First quarter

Second quarter

The table above excludes shares withheld related to net share settlements upon the vesting of RSUs and PSUs to settle employees’ tax withholding obligations of $ 11.6 million and $ 24.1 million in the first six months of 2025 and 2024, respectively.

Accumulated Other Comprehensive Loss

9 unchanged sentences

Current-period change

Balance as of March 31, 2025

Balance as of June 30, 2025

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

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 net of deferred tax liabilities of $ 1.0 million as of June 30, 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 March 31,

Three Months Ended

Six Months Ended

(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 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.

The computations of diluted earnings per share using the treasury stock method for the first six months of 2025 and 2024 do not include 99,994 and 56,217 weighted average shares, respectively, in respect of outstanding RSUs and PSUs, because their inclusion would have been anti-dilutive.

Segment Information

5 unchanged sentences

Metals Service Centers Segment

Three Months Ended March 31,

Three Months Ended

Six Months Ended

(in millions)

8 unchanged sentences

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.

(1) Other segment items included in Segment net income mainly includes warehousing and delivery costs, which include among others, third-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