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: |
4-5 | ||||||||
Financial Statements |
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6 | ||||||||
7 | ||||||||
8-16 | ||||||||
17 | ||||||||
18 | ||||||||
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm |
19 | |||||||
Exhibit 23.2 - Consent of Independent Registered Public Accounting Firm |
20 | |||||||
EXHIBIT 23.1 | ||||||||
EXHIBIT 23.2 |
Note:
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Schedules other than that listed above have been omitted because they are not applicable or are not required by 29 CFR 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. |
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3
4
5
December 31, | 2006 | 2005 | ||||||
Assets |
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Investments, at fair value: |
||||||||
Interest bearing cash |
$ | 1,187,848 | $ | 661,502 | ||||
Money market fund |
18,972,859 | 15,465,946 | ||||||
Mutual funds |
183,333,737 | 158,607,627 | ||||||
Reliance Steel & Aluminum Co. common stock |
25,805,084 | 16,302,476 | ||||||
Participant loans |
7,038,677 | 6,443,897 | ||||||
Total investments |
236,338,205 | 197,481,448 | ||||||
Non interest bearing cash |
119,475 | 154,001 | ||||||
Receivables: |
||||||||
Participant contributions |
483,988 | 319,893 | ||||||
Employer contributions |
7,980,171 | 7,014,437 | ||||||
Other |
44,143 | 29,350 | ||||||
Total receivables |
8,508,302 | 7,363,680 | ||||||
Total Assets |
244,965,982 | 204,999,129 | ||||||
Liabilities |
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Excess contributions payable |
84,715 | 123,176 | ||||||
Net assets available for benefits |
$ | 244,881,267 | $ | 204,875,953 | ||||
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Year ended December 31, | 2006 | |||
Additions |
||||
Investment income: |
||||
Interest and dividends |
$ | 9,444,039 | ||
Net appreciation in fair value of investments |
16,858,703 | |||
Total investment income |
26,302,742 | |||
Contributions: |
||||
Participant |
14,352,294 | |||
Employer |
7,983,312 | |||
Rollover |
2,016,947 | |||
Total contributions |
24,352,553 | |||
Plan transfer |
4,167,400 | |||
Total additions |
54,822,695 | |||
Deductions |
||||
Benefits paid to participants and beneficiaries |
14,740,637 | |||
Deemed distributions of participant loans |
30,634 | |||
Administrative expenses |
46,110 | |||
Total deductions |
14,817,381 | |||
Net increase |
40,005,314 | |||
Net assets available for benefits, beginning of year |
204,875,953 | |||
Net assets available for benefits, end of year |
$ | 244,881,267 | ||
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1.
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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 Plan Document for a more complete description. | ||
General | ||||
The Plan was originally formed in 1996 and was entitled 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 or Sponsor). 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. whose subsidiaries are participating employers (Participating Employer) in the Plan. The Plan is administered by the VP of Human Resources (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 herein, are not covered under this Plan. |
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 Corporation | |||||
AMI Metals, Inc. | RSAC Management Corp. | |||||
CCC Steel, Inc. | Service Steel Aerospace Corp. | |||||
Central Plains Steel Co. | Siskin Steel & Supply Company, Inc. | |||||
Chapel Steel Corp. | Toma Metals, Inc. | |||||
Chatham Steel Corporation | Valex Corp. | |||||
Durrett Sheppard Steel Co, Inc. | Viking Materials, Inc. | |||||
Liebovich Bros., Inc. |
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1.
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Description of the Plan (Continued) | On January 1, 2006, the Chapel Steel Corp. 401(k) Profit Sharing Plan (Chapel Plan) was merged into the Plan. Chapel Steel Corp. (Chapel) employees received past service credit under the Plan for their period of employment with Chapel for purposes of eligibility and vesting service. | ||
On July 19, 2006, there was a two for one stock split of Reliance Steel & Aluminum Co. common stock. All share amounts disclosed in the financial statements have been adjusted to reflect the stock split. | ||||
Effective Plan year 2006, the Company will make discretionary employer contributions on behalf of employees of Durrett Sheppard Steel Co., Inc. Prior to this date, the Company did not make discretionary employer contributions. | ||||
As of August 31, 2006, Central Plains Steel Co. (CPS) ceased to be a subsidiary of the Company and on September 1, 2006 became two separate divisions under Reliance Steel & Aluminum Co. Consequently, CPS ceased to be a participating employer under the Plan as of August 31, 2006 and the CPS Plan participants became Plan participants under Reliance Steel & Aluminum Co. with no change in eligibility or vesting status. | ||||
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. |
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1.
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Description of the Plan (Continued) | Participant Accounts Each participants account is credited with the participants contributions and the Companys contributions, and allocations of Plan earnings. Allocations are based on participant earnings, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account. Participants may direct the investment of their account balances into various investment options offered by the Plan. |
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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% |
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1.
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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. |
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Forfeitures | ||||
Forfeitures from nonvested participant accounts are used to reduce future Company contributions. Forfeited nonvested accounts totaled $129,846 and $100,011 at December 31, 2006 and 2005, respectively. For the year ended December 31, 2006, forfeitures in the amount of $129,846 were used to reduce the Companys 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. Most investment service fees are paid by the Plan and are offset against the related investment income. | ||||
2.
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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 accounting principles generally accepted in the United States of America. |
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2.
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Summary of Significant Accounting Policies (Continued) | Management Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America 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. |
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Investment Valuation and Income Recognition | ||||
The Plans investments in registered investment companies (mutual funds) and in a unitized common stock fund are stated at fair value based on the quoted market price of the funds, which represents the net asset value of the shares held by the Plan at year end. Participant loans are stated at cost, which approximates fair value. 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. | ||||
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. |
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2.
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Summary of Significant Accounting Policies (Continued) | Risks and Uncertainties The Plan provides for various funds that hold investment securities. Investment securities are exposed to various risks such as interest rate, market, 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. |
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The Plan participates in various investment options that comprise securities of foreign companies, which 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. |
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3.
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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, 2006 and 2005, the Plan held 923,538 and 750,632 unitized shares of Reliance Steel & Aluminum Co. stock fund with a fair value of $27,156,550 and $17,147,329, respectively. As of December 31, 2006 and 2005, the Reliance Steel & Aluminum Co. stock fund consisted of 655,284 and 533,458 shares, respectively, of Reliance Steel & Aluminum Co. common stock valued at $25,805,084 and $16,302,476, respectively, and interest bearing cash of approximately $1,187,848 and $661,502, respectively, and other receivables and cash of approximately $163,618 and $183,351, respectively. Liabilities of the Reliance Steel & Aluminum Co. stock fund totaling $131,288 and $26,843 are reported on the Form 5500 at December 31, 2006 and 2005, respectively. These liabilities are not reflected on the accompanying financial statements (see Note 8). | ||
The following investments represent 5% or more of the Plans net assets at December 31, 2006: |
2006 | 2005 | |||||||
Fidelity Freedom 2020 Fund |
$ | 27,205,150 | $ | 21,542,769 | ||||
Reliance Steel & Aluminum Co. Common Stock |
25,805,084 | 16,302,476 | ||||||
Fidelity Diversified International Fund |
21,899,342 | 16,029,813 | ||||||
Spartan U.S. Equity Index Fund |
19,454,320 | 17,228,164 | ||||||
Fidelity Retirement Money Market Portfolio
Fund |
18,972,859 | 15,465,946 | ||||||
Neuberger & Berman Genesis Trust Fund |
18,882,018 | 20,406,428 | ||||||
Fidelity Mid-Capital Stock Fund |
18,163,238 | 14,512,711 | ||||||
Fidelity Fund |
16,352,825 | 14,616,644 | ||||||
Fidelity Freedom 2010 Fund |
15,686,958 | 13,437,620 | ||||||
MAS Mid-Cap Growth Portfolio Fund |
14,355,219 | 13,899,250 | ||||||
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3.
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Investments (Continued) | During the year ended December 31, 2006, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $16,858,703 as follows: |
Amount | ||||
Mutual funds |
$ | 11,885,845 | ||
Reliance Steel & Aluminum Co. common stock |
4,972,858 | |||
Total |
$ | 16,858,703 | ||
4.
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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. | ||
5.
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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. The Plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. | ||
6.
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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 $46,110 for the year ended December 31, 2006. |
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7.
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Excess Contributions Payable | Excess contributions payable represents amount owed to several participants who made excess contributions based on the compliance testing performed by the Plans recordkeeper. The Plan returned such excess contributions to the participants and paid the related excise taxes subsequent to the Plans year end. | ||
8.
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Reconciliation of Financial Statements to | The following is a reconciliation of net assets available for benefits as reported on Form 5500 with that reported in the accompanying financial statements: | ||
Form 5500 |
December 31, | 2006 | 2005 | ||||||
Net assets available for
benefits as reported on Form 5500 |
$ | 244,749,979 | $ | 204,849,110 | ||||
Other liabilities |
131,288 | 26,843 | ||||||
Net assets available for
benefits as reported on
accompanying financial statements |
$ | 244,881,267 | $ | 204,875,953 | ||||
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, | 2006 | |||
Total investment income
as reported on Form 5500 |
$ | 26,198,297 | ||
Benefits payable and other liabilities: |
||||
Beginning of period |
(26,843 | ) | ||
End of period |
131,288 | |||
Total investment income as reported on
the accompanying financial statements |
$ | 26,302,742 | ||
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(b) | ||||||||||||
Identity of issuer, borrower, | (c) | (d) | (e) | |||||||||
(a) | lessor or similar party | Description of investment | Cost | Current value | ||||||||
Interest bearing cash | ||||||||||||
* | Fidelity Management Trust Company | Cash |
a | $ | 1,187,848 | |||||||
Money market fund | ||||||||||||
* | Fidelity Management Trust Company | Fidelity Retirement Money Market
Portfolio Fund |
a | 18,972,859 | ||||||||
Mutual funds | ||||||||||||
* | Fidelity Management Trust Company | Fidelity Freedom 2020 Fund |
a | 27,205,150 | ||||||||
Fidelity Diversified International Fund |
a | 21,899,342 | ||||||||||
Spartan U.S. Equity Index Fund |
a | 19,454,320 | ||||||||||
Neuberger & Berman Genesis Trust Fund |
a | 18,882,018 | ||||||||||
Fidelity Mid-Capital Stock Fund |
a | 18,163,238 | ||||||||||
Fidelity Fund |
a | 16,352,825 | ||||||||||
Fidelity Freedom 2010 Fund |
a | 15,686,958 | ||||||||||
MAS Mid-Cap Growth Portfolio Fund |
a | 14,355,219 | ||||||||||
Fidelity Freedom 2030 Fund |
a | 11,153,605 | ||||||||||
Fidelity Intermediate Bond Fund |
a | 8,773,550 | ||||||||||
Spartan Total Market Index Fund |
a | 5,334,232 | ||||||||||
Fidelity Freedom 2040 Fund |
a | 2,233,146 | ||||||||||
Fidelity Freedom 2000 Fund |
a | 2,137,307 | ||||||||||
Freedom Income Fund |
a | 1,702,812 | ||||||||||
Fidelity Freedom 2050 Fund |
a | 10 | ||||||||||
Fidelity Freedom 2045 Fund |
a | 5 | ||||||||||
Total mutual funds |
183,333,737 | |||||||||||
Common stock | ||||||||||||
* | Reliance Steel & Aluminum Co. | Common stock |
a | 25,805,084 | ||||||||
Loans | ||||||||||||
* | Participant Loans | Loans to participants with interest
rates ranging from 4.75% to 10.50%,
collateralized by participants
account balances |
| 7,038,677 | ||||||||
Total investments | $ | 236,338,205 | ||||||||||
* | | Represents a party-in-interest as defined by ERISA. |
a | | The cost of participant-directed investments is not required to be disclosed |
17
Dated: November 6, 2007 | By: | /s/ Karla Lewis | ||
Karla Lewis | ||||
Member of the Reliance Steel & Aluminum Co. Master 401(k) Plan Committee | ||||
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