| þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
| 1 | ||||
Financial Statements |
||||
| 2 | ||||
| 3 | ||||
| 4-13 | ||||
| 14-15 | ||||
| 16 | ||||
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm |
17 |
| Note: | All schedules other than that listed above have been omitted because they are not applicable or not required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. |
1
| December 31, | 2007 | 2006 | ||||||
Assets |
||||||||
Investments, at fair value: |
||||||||
Interest bearing cash |
$ | 1,418,344 | $ | 1,187,848 | ||||
Money market fund |
22,590,827 | 18,972,859 | ||||||
Mutual funds |
213,856,352 | 183,333,737 | ||||||
Common collective trust |
1,199,699 | — | ||||||
Reliance Steel & Aluminum Co. common stock |
30,590,263 | 25,805,084 | ||||||
Participant loans |
8,702,596 | 7,038,677 | ||||||
Total investments |
278,358,081 | 236,338,205 | ||||||
Non interest bearing cash |
— | 119,475 | ||||||
Receivables: |
||||||||
Participant contributions |
580,776 | 483,988 | ||||||
Employer contributions |
8,699,661 | 7,980,171 | ||||||
Other |
125,630 | 44,143 | ||||||
Total receivables |
9,406,067 | 8,508,302 | ||||||
Total Assets |
287,764,148 | 244,965,982 | ||||||
Liabilities |
||||||||
Excess contributions payable |
134,484 | 84,715 | ||||||
Other liabilities |
159,153 | — | ||||||
Total Liabilities |
293,637 | 84,715 | ||||||
Net assets available for benefits at fair value |
287,470,511 | 244,881,267 | ||||||
Adjustment from fair value to contract value
for the fully-benefit responsive investment
contracts (common collective trust) |
13,038 | — | ||||||
Net assets available for benefits |
$ | 287,483,549 | $ | 244,881,267 | ||||
2
| Year ended December 31, | 2007 | |||
Additions |
||||
Investment income: |
||||
Interest and dividends |
$ | 14,723,309 | ||
Net appreciation in fair value of investments |
18,708,499 | |||
Total investment income |
33,431,808 | |||
Contributions: |
||||
Participant |
15,886,161 | |||
Employer, net of forfeitures |
8,708,065 | |||
Rollover |
1,403,150 | |||
Total contributions, net |
25,997,376 | |||
Total additions |
59,429,184 | |||
Deductions |
||||
Benefits paid to participants and beneficiaries |
16,714,647 | |||
Deemed distributions of participant loans |
59,227 | |||
Administrative expenses |
53,028 | |||
Total deductions |
16,826,902 | |||
Net increase |
42,602,282 | |||
Net assets available for benefits, beginning of year |
244,881,267 | |||
Net assets available for benefits, end of year |
$ | 287,483,549 | ||
3
1.
|
Description of the Plan | The following description of the Reliance Steel & Aluminum Co. Master 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description for a more complete description. | ||
| General | ||||
| The Plan was originally formed in 1996 and was titled the Reliance Steel & Aluminum Co. 401(k) Savings Plan. Effective April 1, 1998, the Plan was amended, restated and renamed the Reliance Steel & Aluminum Co. Master 401(k) Plan. The Plan provides certain benefits to the employees of Reliance Steel & Aluminum Co. and certain subsidiaries (collectively the “Company”). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”) and subsequent amendments. | ||||
| The Plan is sponsored by Reliance Steel & Aluminum Co. (“Sponsor”) whose subsidiaries are participating employers (“Participating Employer”) in the Plan. The Plan is administered by the RSAC Employee Benefit Committee (“Plan Administrator”). The Plan is a 401(k) plan established for all employees of the Participating Employers of the Company who are not members of a collective bargaining unit for which the Company is required to make contributions to another 401(k) plan. Employees of subsidiaries of the consolidated group, other than those listed below, are not covered under this Plan as of December 31, 2007. |
| Allegheny Steel Distributors, Inc. | Lusk Metals | |||||
| Aluminum and Stainless, Inc. | Pacific Metal Company | |||||
| American Metals Corporation | PDM Steel Service Centers, Inc. | |||||
| American Steel, LLC | Phoenix Metals Company | |||||
| AMI Metals, Inc. | RSAC Management Corp. | |||||
| CCC Steel, Inc. | Service Steel Aerospace Corp. | |||||
| Chapel Steel Corp. | Siskin Steel & Supply Co., Inc. | |||||
| Chatham Steel Corporation | Toma Metals, Inc. | |||||
| Durrett Sheppard Steel Co, Inc. | Valex Corp. | |||||
| Industrial Metals and Surplus, Inc. | Viking Materials, Inc. | |||||
| Liebovich Bros., Inc. |
4
1.
|
Description of the Plan (Continued) | Effective January 2, 2007, employees of Industrial Metals and Surplus, Inc. (“IMS”) and Athens Steel, Inc. (“Athens”), a division of IMS, who satisfied the eligibility requirements of the Plan, received past service credit for their periods of employment with IMS and Athens for purposes of eligibility for participation and vesting service under the provisions of the Plan. | ||
| Effective January 1, 2008, employees of Crest Steel Corp. (“Crest”) and Clayton Metals, Inc. (“Clayton”) who were actively employed on December 31, 2007 became eligible to participate in the Plan on January 1, 2008, and received past service credit for their periods of employment with Crest and Clayton for purposes of vesting service under the provisions of the Plan. | ||||
| On April 1, 2008, the Earle M. Jorgensen Retirement Savings Plan was merged into the Plan. The Earle M. Jorgensen Company (“EMJ”) employees who were actively employed on March 31, 2008 became eligible to participate in the Plan on April 1, 2008, and received past service credit for their period of employment with EMJ for purposes of vesting service under the provisions of the Plan. | ||||
| Participation | ||||
| Each employee is eligible to participate on the first entry date (first day of each Plan calendar quarter) after the completion of three months of service. | ||||
| Contributions | ||||
| Plan participants may make salary deferral contributions to the Plan in an amount not in excess of the maximum allowed by the Internal Revenue Code. In addition, the participating employers may make discretionary matching and profit sharing contributions to the Plan. Participants who are employed on the last day of the Plan year share in any discretionary matching and profit sharing contributions. Participants may also contribute eligible rollovers from other qualified defined benefit or defined contribution plans and individual retirement accounts. |
5
1.
|
Description of the Plan (Continued) | Participant Accounts Each participant’s account is credited with the participant’s contributions, the Company’s contributions, and allocations of investment earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. Participants may direct the investment of their account balances into various investment funds offered by the Plan. |
||
| Vesting | ||||
| Participants are immediately vested in their accounts with respect to participant contributions, eligible rollovers and earnings thereon. Participants vest in Company contributions and earnings thereon based upon the following schedule: |
| Years of Service | Vested Percentage | |||
Less than 1 |
0 | % | ||
1 |
25 | % | ||
2 |
50 | % | ||
3 |
75 | % | ||
4 or more |
100 | % | ||
| Participant Loans | ||||
| Participants may borrow from their accounts up to the lesser of $50,000 or 50% of their vested account balance. Loans to participants are secured by the respective participant’s vested account balance and are subject to interest charges. Interest rates applicable to participant loans are determined by the Plan Administrator on the first day of each calendar quarter based on prevailing market rates. Loans are repayable ratably through periodic payroll deductions over a term not exceeding five years, or ten years for loans used for the purchase of a primary residence. Loans to participants as of December 31, 2007 bear interest at rates ranging from 5.00% to 10.50% and mature through November 2017. |
6
1.
|
Description of the Plan (Continued) | Payment of Benefits Upon retirement, disability, death, or termination of service, a participant is eligible to receive a lump-sum amount equal to the value of the vested interest in his or her account. Other withdrawals from participants’ account balances may be made under certain circumstances, as defined in the Plan document. |
||
| Forfeitures | ||||
| Forfeitures from nonvested participant accounts are used to reduce future Company contributions. Forfeited nonvested accounts and other prepaid contributions totaled $244,303 and $129,846 at December 31, 2007 and 2006, respectively. For the year ended December 31, 2007, $244,303 was used to reduce the Company’s contributions. | ||||
| Administrative Expenses | ||||
| Non-investment costs and administrative expenses of the Plan are paid by the Company which is a party-in-interest. These expenses, which are not reflected in the accompanying financial statements, constitute exempt party-in-interest transactions under ERISA. Loan establishment, loan maintenance and short-term trading fees are paid by the Plan and all other investment expenses are offset against the related investment income. | ||||
2.
|
Summary of Significant Accounting Policies | Basis of Presentation The accompanying financial statements of the Plan are prepared under the accrual method of accounting in accordance with U.S. generally accepted accounting principles. |
||
| As described in Financial Accounting Standards Board Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for plan benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. | ||||
| The Plan invests in the Fidelity Managed Income Portfolio which is a common collective trust. It invests in fully benefit-responsive investment contracts issued by insurance companies and other financial institutions, and in fixed income securities (see Investment Valuation and Income Recognition). The Plan’s Statements of Net Assets Available for Benefits present the fair value of these investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. |
7
| Use of Estimates | ||||
| The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could materially differ from those estimates. | ||||
| New Accounting Pronouncements | ||||
| In September 2006, the FASB issued Statement on Financial Accounting Standards No. 157 (SFAS No. 157), Fair Value Measurements. This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Plan management is currently evaluating the effect that the provisions of SFAS No. 157 will have on the Plan’s financial statements. | ||||
| Investment Valuation and Income Recognition | ||||
| The Plan’s investments in registered investment companies (mutual funds) and in common stock are stated at fair value based on the quoted market price of the funds and common stock, which represents the net asset value of the shares held by the Plan at year end. The common collective trust is stated at fair value based upon the value of the underlying investments and then adjusted to contract value as described below. Participant loans are stated at cost, which approximates fair value because the loans bear interest at rates commensurate with loans of similar credit quality and duration as of year-end. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. |
8
2.
|
Summary of Significant Accounting Policies (Continued) | In determining the net assets available for benefits, the Fidelity Managed Income Portfolio is included in the Plan’s financial statements at contract value, which represents contributions made under the contracts, plus earnings, less withdrawals and administrative expenses. In accordance with U.S. generally accepted accounting principles, an investment contract is generally valued at contract value, rather than fair value, to the extent it is fully benefit-responsive. | ||
| Net Appreciation (Depreciation) in Fair Value of Investments | ||||
| Realized and unrealized appreciation (depreciation) in the fair value of investments is based on the difference between the fair value of the assets at the beginning of the year, or at the time of purchase for assets purchased during the year, and the related fair value on the day investments are sold with respect to realized appreciation (depreciation), or on the last day of the year for unrealized appreciation (depreciation). | ||||
| Realized and unrealized appreciation (depreciation) is recorded in the accompanying Statement of Changes in Net Assets Available for Benefits as net appreciation in fair value of investments. | ||||
| Risks and Uncertainties | ||||
| The Plan provides various funds that hold investment securities. Investment securities are exposed to various risks such as interest rate, market volatility, and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risk in the near term would materially affect participants’ account balances and the amounts reported in the financial statements. |
9
2.
|
Summary of Significant Accounting Policies (Continued) | The Plan provides investment options that hold securities of foreign companies, which may involve special risks and considerations not typically associated with investing in U.S. companies. These risks include devaluation of currencies, less reliable information about issuers, different securities transaction clearance and settlement practices, and possible adverse political and economic developments. Moreover, securities of many foreign companies and their markets may be less liquid and their prices more volatile than securities of comparable U.S. companies. | ||
| Participant Distributions | ||||
| Benefits paid to participants are recorded when paid. | ||||
3.
|
Investments | Participants may invest in certain investments offered by Fidelity Management Trust Company, the custodian of the Plan, including a unitized common stock fund containing common stock of Reliance Steel & Aluminum Co. and interest and non-interest bearing cash. At December 31, 2007 and 2006, the Plan held 801,814 and 923,538 unitized shares of Reliance Steel & Aluminum Co. stock fund with a fair value of $31,976,360 and $27,156,550, respectively. As of December 31, 2007 and 2006, the Reliance Steel & Aluminum Co. stock fund consisted of 564,396 and 655,284 shares, respectively, of Reliance Steel & Aluminum Co. common stock valued at $30,590,263 and $25,805,084, respectively, and interest bearing cash of approximately $1,418,344 and $1,187,848, respectively, and other receivables and cash of approximately $125,630 and $163,618, respectively. Benefits payable of the Reliance Steel & Aluminum Co. stock fund totaling $131,288 are reported on the Form 5500 at December 31, 2006. These liabilities are not reflected on the accompanying financial statements (see Note 8). | ||
| For risks and uncertainties regarding investment in the Company’s common stock, participants should refer to the Reliance Steel & Aluminum Co. Annual Report on Form 10-K for the year ended December 31, 2007. |
10
3.
|
Investments (Continued) |
The following investments represent 5% or more of the Plan’s net assets at December 31, 2007: |
| 2007 | 2006 | |||||||
Fidelity Freedom 2020 Fund |
$ | 30,798,400 | $ | 27,205,150 | ||||
Reliance Steel & Aluminum Co. common stock |
30,590,263 | 25,805,084 | ||||||
Fidelity Diversified International Fund |
25,433,525 | 21,899,342 | ||||||
Fidelity Retirement Money Market Portfolio
Fund |
22,590,827 | 18,972,859 | ||||||
Neuberger & Berman Genesis Trust Fund |
19,559,027 | 18,882,018 | ||||||
Spartan U.S. Equity Index Fund |
18,890,627 | 19,454,320 | ||||||
Fidelity Mid-Cap Stock Fund |
18,489,774 | 18,163,238 | ||||||
Fidelity Freedom 2010 Fund |
17,544,645 | 15,686,958 | ||||||
Fidelity Fund |
17,487,386 | 16,352,825 | ||||||
MAS Mid-Cap Growth Portfolio Fund |
16,353,579 | 14,355,219 | ||||||
| During the year ended December 31, 2007, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $18,708,499 as follows: |
| Amount | ||||
Mutual funds |
$ | 8,655,819 | ||
Reliance Steel & Aluminum Co. common stock |
10,052,680 | |||
Total |
$ | 18,708,499 | ||
4.
|
Plan Termination | Although it has not expressed any intent to do so, the Company has the right under the Plan to amend or terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. |
11
5.
|
Income Tax Status |
The Plan obtained its latest determination letter on May 31, 2005, in which the Internal Revenue Service stated that the Plan, as designed, was in compliance with the applicable requirements of the Internal Revenue Code (IRC) including amendments to comply with recent legislation (GUST). The Plan has been amended since receiving the determination letter. An operational failure was noted in the calculation of the employer match contribution for 9 employees. The Company expects to submit the additional match contribution due, plus earnings, to the accounts of the affected participants in July 2008. Notwithstanding the above, the Plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. | ||
6.
|
Related Party Transactions | Certain Plan investments are shares of mutual funds, shares of a unitized common stock fund and a money market fund managed by Fidelity Management Trust Company. Fidelity Management Trust Company is the custodian and trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan to the custodian for administrative expenses amounted to $53,028 for the year ended December 31, 2007. | ||
7.
|
Excess Contributions Payable |
Excess contributions payable represents amount owed to several participants who made excess contributions based on the compliance testing performed by the Plan’s recordkeeper. The Plan returned such excess contributions to the participants on March 6, 2008. | ||
8.
|
Reconciliation of Financial Statements to Form 5500 | The following is a reconciliation of net assets available for benefits as reported on Form 5500 with that reported in the accompanying financial statements: |
| December 31, | 2007 | 2006 | ||||||
Net assets available for
benefits as reported on Form 5500 |
$ | 287,470,511 | $ | 244,749,979 | ||||
Adjustment from fair value to contract value for
fully benefit-responsive investment contracts (common
collective trust) |
13,038 | — | ||||||
Benefits payable |
— | 131,288 | ||||||
Net assets available for
benefits as reported on
accompanying financial statements |
$ | 287,483,549 | $ | 244,881,267 | ||||
12
8.
|
Reconciliation of Financial Statements to Form 5500 (Continued) | The following is a reconciliation of the changes in net assets available for benefits as reported on Form 5500 with that reported in the accompanying financial statements: |
| Year ended December 31, | 2007 | |||
Total investment income
as reported on Form 5500 |
$ | 33,550,058 | ||
Investments: |
||||
Adjustment from fair value to contract value for
fully benefit-responsive investment contracts
(common collective trust) |
13,038 | |||
Benefits payable: |
||||
Beginning of period |
(131,288 | ) | ||
End of period |
— | |||
Total investment income as reported on
the accompanying financial statements |
$ | 33,431,808 | ||
13
| (b) | ||||||||||
| Identity of issuer, borrower, | (c) | (d) | (e) | |||||||
| (a) | lessor or similar party | Description of investment | Cost | Current value | ||||||
| Interest bearing cash | ||||||||||
*
|
Fidelity Investments | Cash | a | $ | 1,418,344 | |||||
| Money market fund | ||||||||||
*
|
Fidelity Investments | Fidelity Retirement Money Market Portfolio Fund | a | 22,590,827 | ||||||
| Common collective trust | ||||||||||
*
|
Fidelity Investments | Fidelity Managed Income Portfolio | a | 1,199,699 | ||||||
| Mutual funds | ||||||||||
*
|
Fidelity Investments | Fidelity Freedom 2020 Fund | a | 30,798,400 | ||||||
*
|
Fidelity Investments | Fidelity Diversified International Fund | a | 25,433,525 | ||||||
| Neuberger Berman | Neuberger & Berman Genesis Trust Fund | a | 19,559,027 | |||||||
*
|
Fidelity Investments | Spartan U.S. Equity Index Fund | a | 18,890,627 | ||||||
*
|
Fidelity Investments | Fidelity Mid-Cap Stock Fund | a | 18,489,774 | ||||||
*
|
Fidelity Investments | Fidelity Freedom 2010 Fund | a | 17,544,645 | ||||||
*
|
Fidelity Investments | Fidelity Fund | a | 17,487,386 | ||||||
| Morgan Stanley | MAS Mid-Cap Growth Portfolio Fund | a | 16,353,579 | |||||||
*
|
Fidelity Investments | Fidelity Freedom 2030 Fund | a | 13,582,761 | ||||||
*
|
Fidelity Investments | Fidelity Intermediate Bond Fund | a | 6,468,639 | ||||||
*
|
Fidelity Investments | Spartan Total Market Index Fund | a | 5,330,482 | ||||||
| PIMCO | PIMCO Funds Total Return Fund | a | 3,419,564 | |||||||
*
|
Fidelity Investments | Fidelity Freedom 2000 Fund | a | 3,027,886 | ||||||
*
|
Fidelity Investments | Fidelity Freedom 2040 Fund | a | 2,995,958 | ||||||
*
|
Fidelity Investments | Fidelity Freedom 2015 Fund | a | 2,542,568 | ||||||
| American Beacon | American Beacon Large Cap Value Fund | a | 1,903,617 | |||||||
*
|
Fidelity Investments | Fidelity Freedom 2025 Fund | a | 1,876,858 | ||||||
*
|
Fidelity Investments | Freedom Income Fund | a | 1,757,587 | ||||||
| American Funds | American Funds Growth Fund of America (R4) | a | 1,430,472 | |||||||
*
|
Fidelity Investments | Fidelity Value Fund | a | 964,240 | ||||||
| Baron Funds | Baron Asset Fund | a | 846,203 | |||||||
| The Harford Mutual Funds | The Hartford International Small Company Fund | a | 841,697 | |||||||
| The Royce Funds | Royce Opportunity Fund | a | 696,608 | |||||||
*
|
Fidelity Investments | Fidelity Freedom 2035 Fund | a | 391,691 | ||||||
*
|
Fidelity Investments | Fidelity Freedom 2005 Fund | a | 378,357 | ||||||
*
|
Fidelity Investments | Fidelity Freedom 2045 Fund | a | 315,094 | ||||||
*
|
Fidelity Investments | Fidelity Dividend Growth Fund | a | 303,005 | ||||||
*
|
Fidelity Investments | Fidelity Freedom 2050 Fund | a | 226,102 | ||||||
| Total mutual funds | $ | 213,856,352 | ||||||||
14
| (b) | ||||||||||
| Identity of issuer, borrower, | (c) | (d) | (e) | |||||||
| (a) | lessor or similar party | Description of investment | Cost | Current value | ||||||
| Common stock | ||||||||||
*
|
Reliance Steel & Aluminum Co. | Common stock | a | $ | 30,590,263 | |||||
| Loans | ||||||||||
*
|
Participant Loans | Loans to participants with interest rates ranging from 5.00% to 10.50%, collateralized by participants’ account balances and maturing through 2017 | — | 8,702,596 | ||||||
| Total investments | $ | 278,358,081 | ||||||||
15
| RELIANCE STEEL & ALUMINUM CO MASTER 401(k) PLAN. |
||||
| Dated: June 30, 2008 | By: | /s/ Karla Lewis | ||
| Karla Lewis | ||||
| Member of the Reliance Steel & Aluminum Co. Master 401(k) Plan Committee | ||||
16