RELIANCE STEEL & ALUMINUM CO
10-Q, 1998-05-12
METALS SERVICE CENTERS & OFFICES
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<PAGE>   1
                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


(Mark One)



 [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1998


                                       OR



 [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

For the transition period from ..................... to ........................

Commission file number:  001-13122


                          RELIANCE STEEL & ALUMINUM CO.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               California                                      95-1142616
     -------------------------------                        ----------------
     (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                        Identification No.)


                              2550 East 25th Street
                          Los Angeles, California 90058
                                 (213) 582-2272
          -------------------------------------------------------------
          (Address of principal executive offices and telephone number)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.




                                    Yes   [X]       No   [ ]

         As of April 30, 1998, 18,865,852 shares of the registrant's common
stock, no par value, were outstanding.




<PAGE>   2

                                      INDEX

<TABLE>
<CAPTION>
<S>                                                                                           <C>
PART I -- FINANCIAL INFORMATION .............................................................  1

     Consolidated Balance Sheets ............................................................  1
     Consolidated Statements of Income (Unaudited) ..........................................  2
     Consolidated Statements of Cash Flows (Unaudited) ......................................  3
     Notes to Consolidated Financial Statements (Unaudited) .................................  4


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS ..................................................  7


PART II -- OTHER INFORMATION ................................................................ 10


SIGNATURES .................................................................................. 11
</TABLE>




<PAGE>   3

                         PART I -- FINANCIAL INFORMATION
                          RELIANCE STEEL & ALUMINUM CO.
                           Consolidated Balance Sheets
                       (In thousands except share amounts)


<TABLE>
<CAPTION>
                                                                          MARCH 31,           DECEMBER 31,
                                                                            1998                  1997
                                                                       -----------------------------------
                                                                        (unaudited)              (Note)
<S>                                                                    <C>                    <C>
ASSETS
Current assets:
  Cash and cash equivalents                                            $          60          $     34,047
  Accounts receivable, less allowance for doubtful accounts
     of $5,002 at March 1998 and $4,343 at December 1997                     156,598               117,733
  Inventories                                                                196,645               158,736
  Prepaid expenses and other current assets                                    2,296                 2,472
  Deferred income taxes                                                        9,086                 9,086
                                                                       -----------------------------------
Total current assets                                                         364,685               322,074
Property, plant and equipment, at cost:
  Land                                                                        27,645                26,348
  Buildings                                                                  106,646                95,424
  Machinery and equipment                                                    117,227               104,064
  Allowances for depreciation                                                (72,934)              (64,872)
                                                                       ------------------------------------
                                                                             178,584               160,964
Investment in 50%-owned company                                               29,705                28,760
Goodwill                                                                     112,088                67,258
Other assets                                                                   5,243                 4,810
                                                                       -----------------------------------

Total assets                                                           $     690,305          $    583,866
                                                                       ===================================

Liabilities and shareholders' equity 
Current liabilities:
  Accounts payable and accrued expenses                                    $ 128,696             $  91,916
  Wages and related accruals                                                   4,783                 7,658
  Income taxes payable                                                         4,471                    --
  Deferred income taxes                                                        9,148                 9,148
  Current maturities of long-term debt                                           100                   100
                                                                       -----------------------------------
Total current liabilities                                                    147,198               108,822
Long-term debt                                                               199,350               143,350
Deferred income taxes                                                         18,530                18,530
Shareholders' equity:
  Preferred stock, no par value:
    Authorized shares - 5,000,000
       None issued or outstanding                                                 --                    --
  Common stock, no par value:
    Authorized shares - 20,000,000
       Issued and outstanding shares - 18,857,602 at
         March 1998 and 18,831,458 at December 1997,
         stated capital                                                      155,204               154,761
  Retained earnings                                                          170,023               158,403
                                                                       -----------------------------------
Total shareholders' equity                                                   325,227               313,164
                                                                       -----------------------------------

Total liabilities and shareholders' equity                             $     690,305          $    583,866
                                                                       ===================================
</TABLE>


See Notes to Consolidated Financial Statements.

NOTE: The Balance Sheet at December 31, 1997 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.



                                       1.

<PAGE>   4

                          RELIANCE STEEL & ALUMINUM CO.

                  Consolidated Statements of Income (Unaudited)
                (In thousands except share and per share amounts)




<TABLE>
<CAPTION>
                                                                                  THREE MONTHS ENDED
                                                                                       MARCH 31,
                                                                             1998                   1997
                                                                         ---------------------------------
<S>                                                                      <C>                   <C>
Net sales                                                                $   315,468           $   201,591
Other income                                                                   1,105                   361
                                                                         ---------------------------------
                                                                             316,573               201,952

Costs and expenses:
  Cost of sales                                                              241,722               155,454
  Warehouse, delivery, selling, administrative
    and general                                                               48,536                31,613
  Depreciation and amortization                                                4,088                 2,700
  Interest                                                                     3,346                 1,936
                                                                         ---------------------------------
                                                                             297,692               191,703

Income before equity in earnings of 50%-owned
   company and income taxes                                                   18,881                10,249

Equity in earnings of 50%-owned company                                        1,050                 1,272
                                                                         ---------------------------------

Income before income taxes                                                    19,931                11,521

Income taxes:
  Federal                                                                      6,976                 3,687
  State                                                                        1,196                   910
                                                                         ---------------------------------
                                                                               8,172                 4,597
                                                                         ---------------------------------

Net income                                                               $    11,759           $     6,924
                                                                         =================================

Earnings per share - Diluted                                             $       .62           $       .45
                                                                         =================================

Weighted average shares outstanding - Diluted                             19,021,000            15,504,000
                                                                         =================================

Earnings per share - Basic                                               $       .62           $       .45
                                                                         =================================

Weighted average shares outstanding - Basic                               18,842,000            15,342,000
                                                                         =================================
</TABLE>





                                       2.

<PAGE>   5

                          RELIANCE STEEL & ALUMINUM CO.

                Consolidated Statements of Cash Flows (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                                                                        MARCH 31,
                                                                            ------------------------------
                                                                               1998                 1997
                                                                            ------------------------------
<S>                                                                         <C>                   <C>     
OPERATING  ACTIVITIES
Net income                                                                  $ 11,759              $  6,924
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                                             4,088                 2,700
     Deferred income taxes                                                        --                   (14)
     (Gain) loss on sales of machinery and equipment                            (187)                   55
     Equity in earnings of 50%-owned company                                    (945)               (1,189)
     Changes in operating assets and liabilities:
         Accounts receivable                                                 (17,982)              (17,337)
         Inventories                                                          (9,051)                2,888
         Prepaid expenses and other assets                                       111                 2,338
         Income taxes                                                          4,487                 2,998
         Accounts payable and accrued expenses                                 8,832                 2,429
                                                                            ------------------------------
Net cash provided by operating activities                                      1,112                 1,792
                                                                            ------------------------------

INVESTMENT ACTIVITIES
Purchases of property, plant and equipment                                    (5,721)               (3,571)
Proceeds from sales of property and equipment                                    295                    24
Acquisitions of metals service centers                                       (51,288)                   --
Dividends received from 50%-owned company                                         --                 1,217
                                                                            ------------------------------
Net cash used in investing activities                                        (56,714)               (2,330)
                                                                            ------------------------------

FINANCING ACTIVITIES
Proceeds from borrowings                                                      56,000                85,000
Principal payments on long-term debt and short-term
    borrowings                                                               (34,689)              (77,355)
Dividends paid                                                                (1,131)               (1,061)
Issuance of common stock                                                       1,435                   620
Repurchase of common stock                                                        --                (7,433)
                                                                            ------------------------------
Net cash provided by (used in) financing activities                           21,615                  (229)
                                                                            ------------------------------

Decrease in cash                                                             (33,987)                 (767)

Cash and cash equivalents at beginning of period                              34,047                   815
                                                                            ------------------------------

Cash and cash equivalents at end of period                                  $     60              $     48
                                                                            ==============================

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

Interest paid during the period                                            $     364             $   1,634
Income taxes paid during the period                                            2,059                   233
</TABLE>




                                       3.

<PAGE>   6

                          RELIANCE STEEL & ALUMINUM CO.

             Notes to Consolidated Financial Statements (Unaudited)

                                 March 31, 1998

1.       BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions of Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
only of normal recurring adjustments, necessary for fair presentation, with
respect to the interim financial statements have been included. The results of
operations for the three month period ended March 31, 1998 are not necessarily
indicative of the results for the full year ending December 31, 1998. For
further information, refer to the consolidated financial statements and
footnotes thereto for the year ended December 31, 1997, included in the Reliance
Steel & Aluminum Co. Form 10-K.

2. ACQUISITIONS

On January 30, 1998, the Company acquired 100% of the outstanding capital stock
of Phoenix Corporation, doing business as Phoenix Metals Company ("Phoenix
Metals"), for $21,000,000 in cash. Phoenix Metals is headquartered in Norcross
(Atlanta), Georgia, with additional metals service centers in Birmingham,
Alabama; Tampa, Florida; and Charlotte, North Carolina. The purchase of Phoenix
Metals was funded with proceeds from the 1997 equity offering and borrowings
under the Company's line of credit. Phoenix Metals' net sales for the twelve
months ended February 28, 1997, were approximately $112,000,000.

Also on January 30, 1998, the Company purchased the assets and business of
Durrett-Sheppard Steel Company, L.L.C. and its subsidiary, Durrett-Sheppard
Steel of Pennsylvania, Inc., through its newly-formed subsidiary, Durrett
Sheppard Steel Co., Inc. ("DSS"), for $30,500,000 in cash. DSS is a metals
service center located in Baltimore, Maryland. This purchase was funded with
proceeds from the 1997 equity offering and borrowings under the Company's line
of credit. Durrett-Sheppard Steel Co., L.L.C. had net sales of approximately
$47,000,000 for the twelve months ended September 30,1997.

3.  IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In February 1998, the Financial Accounting Standards Board ("FASB") issued
Statement No. 132, "Employers Disclosures about Pensions and Other
Postretirement Benefits," which is effective for financial statements for
periods beginning after December 15, 1997, and which revises and standardizes
disclosure requirements for pensions and other postretirement benefits. The
Company will revise its disclosures as necessary upon adoption of Statement 132.
Additionally in March 1998, Statement of Position (SOP) 98-1 was issued, which
is effective for fiscal years beginning after December 15, 1998. SOP 98-1
requires capitalization and amortization of qualified computer software costs
over its estimated useful life. There will be no impact due to the adoption of
SOP 98-1.



                                       4.

<PAGE>   7

                          RELIANCE STEEL & ALUMINUM CO.

      Notes to Consolidated Financial Statements (Unaudited) - (continued)


4.  LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                                    MARCH 31,     December 31,
                                                                       1998          1997
                                                                   -----------    -----------
<S>                                                                <C>            <C>
Revolving line of credit ($200,000 limit) due October 22,
    2002, interest at variable rates                               $    56,000    $        --
Senior unsecured notes due January 2, 2002 to January 2,
     2009, average interest rate 7.12%                                 140,000        140,000
Variable Rate Demand Industrial Development Revenue
     Bonds, Series 1989 A, due July 1, 2014, with interest
       payable quarterly....................................             3,450          3,450
                                                                   -----------    -----------
                                                                       199,450        143,450
Less amounts due within one year............................              (100)          (100)
                                                                   ------------   ------------
                                                                   $   199,350    $   143,350
</TABLE>


In October 1997, the Company entered into a syndicated credit agreement with
five banks. This syndicated credit facility replaced the Company's existing
revolving line of credit, increasing the Company's borrowing limit to
$200,000,000. In October 1997, the Company also entered into a credit agreement
that allows the Company to issue and have outstanding up to $10,000,000 of
letters of credit. In September 1997 and November 1996, the Company entered into
agreements with insurance companies for private placements of debt in the
aggregated amounts of $65,000,000 and $75,000,000, respectively.

The Company's long-term loan agreements require the maintenance of a minimum net
worth and include certain restrictions on the amount of cash dividends payable,
among other things.

5.  SHAREHOLDERS' EQUITY

In November 1997, the Company issued 3,595,000 new shares of its Common Stock at
an offering price of $27.625 per share in a secondary public offering. The
proceeds of $93,908 (net of underwriter commissions and offering costs) were
used to pay down bank debt, to fund the acquisition of Georgia Steel, and to
fund a portion of the acquisitions of DSS and Phoenix Metals.

In December 1994, the Board of Directors approved a Stock Repurchase Plan,
authorizing the Company to purchase up to 750,000 shares (increased to 1,500,000
shares in February 1995) of its Common Stock from time to time in the open
market or in privately-negotiated transactions. Repurchased shares are redeemed
and treated as authorized but unissued shares. As of March 31, 1998, the Company
had repurchased a total of 1,350,750 shares of its Common Stock under the Stock
Repurchase Plan, at an average cost of $11.37 per share. No shares were
repurchased by the Company during the three month period ended March 31, 1998.

In March 1998, 5,685 shares of Common Stock were issued to division managers and
officers of the Company under the 1997 Key-Man Incentive Plan.



                                       5.

<PAGE>   8

                          RELIANCE STEEL & ALUMINUM CO.

      Notes to Consolidated Financial Statements (Unaudited) - (continued)


6.  EARNINGS PER SHARE

In 1997, the Financial Accounting Standards Board issued Statement No. 128,
Earnings Per Share. Statement 128 replaced the calculation of primary and fully
diluted earnings per share with basic and diluted earnings per share. Unlike
primary earnings per share, basic earnings per share excludes any dilutive
effects of options, warrants and convertible securities. Diluted earnings per
share is very similar to the previously reported fully diluted earnings per
share.

All weighted shares and per share amounts have been adjusted for the 3-for-2
common stock split that occurred in June 1997.

7.  SUBSEQUENT EVENTS

Effective April 1, 1998, substantially all 401(k) and profit sharing plans of
the Company and its subsidiaries were combined into one master plan. This master
plan will continue to allow each subsidiary's Board of Directors to determine
independently the annual matching percentage and maximum compensation limit or
annual profit sharing contribution. Eligibility will continue in accordance with
each subsidiary's previous plan, and vesting is based on prior service.
Eligibility occurs after three months of service, and the Company contribution
vests at 25% per year, commencing one year after the employee enters the plan,
for all eligible participants.





                                       6.

<PAGE>   9

                          RELIANCE STEEL & ALUMINUM CO.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following table sets forth certain income statement data for the three month
periods ended March 31, 1998 and March 31, 1997 (dollars are shown in thousands
and certain amounts may not calculate due to rounding):

<TABLE>
<CAPTION>
                                                               1998                               1997
                                                       --------------------------------------------------------
                                                                       % of                             % of
                                                       $            Net Sales            $            Net Sales
                                                       --------------------------------------------------------
              <S>                                      <C>            <C>             <C>             <C>
              NET SALES...........................     $ 315,468      100.0%          $201,591         100.0%

              GROSS PROFIT........................        73,746       23.4             46,137          22.9

              OPERATING EXPENSES..................        52,624       16.7             34,313          17.0

                                                     ------------------------------------------------------------
              INCOME FROM OPERATIONS..............     $  21,122        6.7%          $ 11,824           5.9%
                                                     ============================================================

              FIFO INCOME FROM OPERATIONS.........     $  22,724        7.2%          $ 11,824           5.9%
                                                     ============================================================
</TABLE>

Substantially all inventories of the Company have been stated on the last-in,
first-out ("LIFO") method. The Company uses the LIFO method of inventory
valuation for these inventories because it results in a better matching of costs
and revenues. Under the LIFO method, the effect of suppliers' price increases or
decreases is reflected directly in the cost of goods sold. During periods of
increasing prices, which the Company is experiencing, LIFO accounting will cause
reported income to be lower than would otherwise result from the use of the
first-in, first-out ("FIFO") method of inventory valuation. The table above
includes income from operations and the discussions that follow include analysis
as if the Company used the FIFO method. This information is for supplementary
purposes only in order to facilitate a comparison of the Company's results of
operations with those of other similar companies who use the FIFO method.

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997
(DOLLAR AMOUNTS IN THOUSANDS OTHER THAN SHARE AND PER SHARE AMOUNTS)

Consolidated net sales increased $113,877, or 56.5%, compared to the first three
months of 1997, which reflects an increase of 28.6% in tons sold and an increase
in the average sales price per ton of 21.7%. The increase in tons sold was
primarily due to the inclusion of the sales of AMI Metals, Inc. ("AMI"),
acquired April 2, 1997; Amalco Metals, Inc. ("Amalco"), acquired April 30, 1997;
Service Steel Aerospace Corp. ("SSA"), acquired October 1, 1997; Georgia Steel
Supply Company ("Georgia Steel"), acquired December 1, 1997; Phoenix Corporation
("Phoenix Metals"), acquired January 30, 1998; and Durrett Sheppard Steel Co.,
Inc. ("DSS"), acquired January 30, 1998 (collectively, the "Acquisitions")
during the period ended March 31, 1998. The average selling prices increased for
the 1998 period due mainly to the change in product mix from the first three
months of 1997 resulting from the inclusion in 1998 of the net sales of AMI,
Amalco, SSA and Phoenix Metals. These operations primarily sell non-ferrous
products, which generally have higher prices than most other products sold by
the Company. During the 1997 period, the product mix was more heavily weighted
toward carbon steel products, which generally have lower selling prices than
non-ferrous products. Excluding the Acquisitions, the Company reported an
increase of 3.9% in tons sold, which is primarily due to general economic
improvements and an increased market share in the Company's market areas, with
the average selling price per ton remaining constant for the 1998 period
compared to the 1997 period.




                                       7.

<PAGE>   10

Total gross profit increased $27,609, or 59.8%, in the first three months of
1998 compared to the first three months of 1997. Expressed as a percentage of
sales, gross profit increased from 22.9% in 1997 to 23.4% in 1998. The slight
improvement was primarily due to the shift in product mix to higher margin
products, resulting primarily from the inclusion of the sales of products sold
by AMI, Amalco, SSA and DSS during the 1998 period. The shift in product mix in
the 1998 period also offset LIFO costs of $1,602, which resulted primarily from
increased costs of heat treated aluminum products. On a FIFO basis, gross profit
increased to 23.9% of sales for the first three months of 1998, from 22.9% for
the first three months of 1997. This increase was mainly due to the change in
product mix discussed above.

Warehouse, delivery, selling and general and administrative ("G&A") expenses
increased $16,923, or 53.5%, in the first three months of 1998 compared to the
corresponding period of 1997 and amounted to 15.4% and 15.7% of sales,
respectively. The dollar increase in expenses reflects the increase in sales
volume for the 1997 period, which includes the sales and related expenses of the
Acquisitions.

Depreciation and amortization expense increased 51.4% during the three months
ended March 31, 1998 compared to the corresponding period of 1997. This increase
is primarily due to the inclusion of depreciation expense related to the assets
of the Acquisitions, along with the amortization of goodwill resulting from the
Acquisitions.

Interest expense increased by $1,410 due to increased borrowings during the
first three months of 1998 as compared to the corresponding period of 1997 to
fund the Acquisitions.

LIQUIDITY AND CAPITAL RESOURCES (DOLLAR AMOUNTS IN THOUSANDS OTHER THAN SHARE
AND PER SHARE AMOUNTS)

At March 31, 1998, working capital amounted to $217,488 compared to $213,252 at
December 31, 1997. The slight increase was primarily due to the working capital
of companies acquired in 1998, offset by an increase in accounts receivable
resulting from higher sales levels in the first quarter of 1998. The Company's
capital requirements are primarily for working capital, acquisitions, and
capital expenditures for continued improvements in plant capacities and material
handling and processing equipment.

The Company's primary sources of liquidity are from internally generated funds
from operations and the Company's revolving line of credit. On October 22, 1997,
the Company entered into a syndicated credit facility with five banks. The
Company's borrowing limit under the revolving line of credit established under
this agreement was increased to $200,000. The syndicated credit agreement allows
the Company to use up to $175,000 of the line of credit to make acquisitions. On
October 22, 1997, the Company also entered into an agreement that allows the
Company to issue and have outstanding letters of credit in an amount not to
exceed $10,000.

In September 1997 and in November 1996, the Company entered into agreements with
insurance companies for private placements of debt in the aggregate amounts of
$65,000 and $75,000, respectively. The proceeds of the debt funded in September
1997 were used to refinance the borrowings under the Company's revolving credit
facility made to fund the acquisitions of AMI and Amalco, and borrowings for
general working capital purposes. The proceeds of the debt funded in January
1997 were used to pay off the $65,000 of promissory notes issued for the
acquisition of Siskin Steel & Supply Company, Inc. with the balance of $10,000
applied to reduce the borrowings under the Company's revolving credit facility.
The senior notes that were issued in the private placements have maturity dates
ranging from 2002 to 2009 and bear interest at rates ranging from 6.76% to 7.37%
per annum.

Cash provided by operations remained relatively consistent during the three
month period ended March 31, 1998 as compared to the corresponding 1997 period.
Generally, sales are higher in the first quarter of the year, as compared to the
fourth quarter of the year, resulting in increased accounts receivable. Sales
for the 1998 period also included the sales of DSS and Phoenix Metals.




                                       8.

<PAGE>   11

In November 1997, the Company issued 3,595,000 new shares of its Common Stock in
a public equity offering, resulting in net proceeds of $93,908. The proceeds
from this offering were used to pay down outstanding bank debt, including the
debt incurred to fund the acquisition of SSA, and to fund the acquisition of
Georgia Steel. At December 31, 1997, the balance of the proceeds was invested in
high quality short-term investments (classified as cash equivalents), which,
along with bank debt, was then used to fund the acquisitions of DSS and Phoenix
Metals on January 30, 1998.

Net capital expenditures, excluding acquisitions, were $5,721 for the three
months ended March 31, 1998. The Company had no material commitments for capital
expenditures as of March 31, 1998. The Company anticipates that funds generated
from operations and funds available under its line of credit will be sufficient
to meet its working capital needs for the foreseeable future, including the
expansion of its facilities at certain of its metals service centers currently
in progress.

SEASONALITY

The Company recognizes that some of its customers may be in seasonal businesses,
especially customers in the construction industry. As a result of the Company's
geographic, product and customer diversity, however, the Company's operations
have not shown any material seasonal trends, although the months of November and
December traditionally have been less profitable because of a reduced number of
working days for shipments of the Company's products and holiday closures for
some of its customers. There can be no assurance that period-to-period
fluctuations will not occur in the future. Results of any one or more quarters
are therefore not necessarily indicative of annual results.

IMPACT OF YEAR 2000

The Company does not anticipate that there would be a material impact on the
results of operations or cash flows of the Company related to the Year 2000
Issue. The Year 2000 Issue addresses computer programs which have time-sensitive
software that recognizes a date using "00" as the year 1900 rather than the year
2000. Most of the Company's locations are converting to a new computer system
that has been certified Year 2000 compliant by the Company's software vendor. In
addition to the vendor's certification, the Company has an ongoing program to
test its systems for such compliance. This conversion began in 1994 and has been
progressing on schedule. The final conversions are scheduled to occur in June
1999, which is prior to any anticipated impact on its operating systems. A
training staff was hired in 1996 and has been solely dedicated to this
conversion project. At the Company's locations that are not being converted to
this system, assessments of the existing systems have occurred. The Company,
working with its respective software vendors, has adopted plans to make the
minor modifications required to address the Year 2000 Issue at these locations.
Management believes that the major business systems of the Company are not
vulnerable to third parties' failure to remediate their own Year 2000 Issues, as
the Company's interface with third parties, including customers and vendors,
does not involve heavily automated computer dependent communications. The
Company believes that, with the conversions to new software and modifications to
existing software, the Year 2000 Issue will not pose significant operational
problems for its computer system. In the event the remaining conversions and
modifications are not made, or are not completed timely, the Year 2000 Issue is
not expected to have a material impact on the operations of the Company, as the
products sold by the Company and the processing and delivery equipment used are
not date dependent, minimizing the impact of any Year 2000 Issues related to
meeting customer requirements.

As the Company has been incurring costs related to this project since 1994 and
no significant additional costs have been identified, the Company does not
anticipate a material impact on the results of operations or cash flows related
to the Year 2000 Issue.


                                       9.

<PAGE>   12

                          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

      Not applicable.

ITEM 2.  CHANGES IN SECURITIES.

      (a) Not applicable.

      (b) Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

      (a) Not applicable.

      (b) Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      Not applicable.

ITEM 5.  OTHER INFORMATION.

      Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits

           None

      (b) Registrant filed a Report on Form 8-K dated January 30, 1998, 
          reporting the acquisition of Phoenix Corporation and the purchase of
          the assets and business of Durrett-Sheppard Steel Company, L.L.C. and
          its subsidiary, Durrett-Sheeppard Steel of Pennsylvania, Inc.



                                      10.

<PAGE>   13

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         RELIANCE STEEL & ALUMINUM CO.



Dated:  May 12, 1998                     By:  /s/ David H. Hannah
                                             ------------------------
                                                  David H. Hannah
                                                  President



                                         By:  /s/ Steven S. Weis
                                             ------------------------
                                                  Steven S. Weis
                                                  Senior Vice President and
                                                  Chief Financial Officer





                                      11.

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                              60
<SECURITIES>                                         0
<RECEIVABLES>                                  161,600
<ALLOWANCES>                                   (5,002)
<INVENTORY>                                    196,645
<CURRENT-ASSETS>                               364,685
<PP&E>                                         251,518
<DEPRECIATION>                                (72,934)
<TOTAL-ASSETS>                                 690,305
<CURRENT-LIABILITIES>                          147,198
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       155,204
<OTHER-SE>                                     170,023
<TOTAL-LIABILITY-AND-EQUITY>                   690,305
<SALES>                                        315,468
<TOTAL-REVENUES>                               316,573
<CGS>                                          241,722
<TOTAL-COSTS>                                  241,722
<OTHER-EXPENSES>                                52,624
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,346
<INCOME-PRETAX>                                 19,931
<INCOME-TAX>                                     8,172
<INCOME-CONTINUING>                             11,759
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    11,759
<EPS-PRIMARY>                                      .62<F1>
<EPS-DILUTED>                                      .62
<FN>
<F1>For Purposes of This Exhibit, Primary means Basic.
</FN>
        

</TABLE>


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