UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 

for the fiscal year ended March 31, 2012
xAnnual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 31, 20122015

 

¨Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                    to                     

Commission File No. 1-7521

FRIEDMAN INDUSTRIES, INCORPORATED

(Exact name of registrant as specified in its charter)

 

Texas 74-1504405

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

19747 Hwy 59 N Suite 200, Humble, TX 

77338

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:(713) 672-9433

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange


on which registered

Common Stock, $1 Par Value NYSE-MKTNYSE MKT

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes                  No    X    

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes                  No    X    

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          

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes    X            No          

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K.

    X    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  (  ) Accelerated filer  (  ) Non-accelerated filer  (  ) Smaller reporting company  (X)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes                No    X    

The aggregate market value of the Common Stock held by non-affiliates of the registrant as of September 30, 20112014 (computed by reference to the closing price on such date) was approximately $57,669,000.$53,123,000.

The number of shares of the registrant’s Common Stock outstanding at June 15, 201211, 2015 was 6,799,444 shares.

 

 

 


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders of Friedman Industries, Incorporated for the fiscal year ended March 31, 20122015 — Part II.

Proxy Statement for the 20122015 Annual Meeting of Shareholders of Friedman Industries, Incorporated — Part III.

PART I

Item1.  Business

Item 1.  Business

Friedman Industries, Incorporated (the “Company”), a Texas corporation incorporated in 1965, is engaged in steel processing, pipe manufacturing and processing and steel and pipe distribution.

The Company has two product groups: coil and tubular products. Significant financial information relating to the Company’s product groups for the last two years is contained in Note 7 of the Consolidated Financial Statements included in the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2012,2015, which financial statements are incorporated herein by reference in Item 8 hereof.

Coil Products

The Company purchases prime hot-rolled steel coils, processes the coils into flat, finished sheet and plate and sells these products on a wholesale, rapid-delivery basis in competition with steel mills, importers and steel service centers.

The Company also processes customer-owned coils onowns and operates two coil processing facilities located in Hickman, Arkansas (“Hickman”) and Decatur, Alabama (“Decatur”). Each facility operates a fee basis.cut-to-length line and a steel temper mill. The steel coils are processed through cut-to-length lines whichare designed to level the steel and cut itthe material to prescribed lengths. In addition, the Company operatesThe steel temper mills whichare designed to improve the flatness of the steel and its surface qualities of hot-rolled steel.qualities. The Company’s processing machinery is heavy, mill-type equipment capable of processing steel coils weighing up to 25 tons. Coils are processed to the specifications required for a particular order. Shipments are made via unaffiliated truckers or by railrail.

The Hickman and can generally be made within 48 hoursDecatur facilities are functionally equivalent with respect to machinery, equipment, capacities and products produced. The Company makes shipments of receiptcoil products based on which facility offers the desired product or, if the product is available at both facilities, based on other factors, such as customer location, freight conditions and the ability of the customer’s order.facility to fulfill the order on a timely basis.

The Company ownsalso purchases and markets non-standard hot-rolled steel coils through its XSCP Division (“XSCP”). XSCP routinely processes non-standard coils into flat, finished sheet and plate. XSCP operates twofrom the Company’s Hickman and Decatur coil processing facilities located inand shares certain expenses and employees with Hickman Arkansasand Decatur. In addition, Hickman and Decatur Alabama. At each facility, theprovide warehousing, processing and distribution services to XSCP.

The Company warehouses and processesprimarily purchases hot-rolled steel coils which are purchased primarily from steel mills operated by Nucor Steel Company (“NSC”), which are located near each facility. Each facility operates a steel cut-to-length linethe Hickman and steel temper mill. In addition, the Company’s XSCP Division located in Hickman purchases and markets non-standard hot-rolled coils received primarily from NSC.Decatur processing facilities. Loss of NSC as a source of coil supply could have a material adverse effect on the Company’s business.

The Company also processes customer-owned coils on a fee basis. Revenues generated from processing customer-owned coils are not material to the Company’s results of operations and financial condition.

Tubular Products

Through its Texas Tubular Products Division (“TTP”) in Lone Star, Texas, the Company manufactures, purchases, processes and markets tubular products (“pipe”).

TTP operates two pipe mills. Both pipe mill #1 and pipe mill #2 are American Petroleum Institute-licensed to manufacture line and oil country pipe and also manufacture pipe for structural and piling purposes that meet other recognized industry standards. TTP also employs various pipe processing equipment, including threading and beveling machines, pipe handling equipment and other related machinery.

2


The Company is currently constructing a pipe-finishing facility in Lone Star, Texas that it expects to be completed and operational during the second quarter of fiscal 2016. The facility will focus primarily on threading and coupling oil country tubular goods.

In recent years, the Company has purchased steel coils from U.S. Steel Tubular Products, Inc. (“USS”), an affiliate of United States Steel Corporation, converted these coils into line and oil country pipe, and sold this pipe to USS pursuant to orders received from USS. The Company has also purchased pipe from USS and marketed it to othersother customers for structural and other miscellaneous applications. In addition, the Company manufactures pipe and markets it to other customers for structural and other miscellaneous applications.

Loss of USS as a supplier or customer could have a material adverse effect on the Company’s business. The Company can make no assurances as to orders from USS or the amounts of pipe and coil material that will be available from USS in the future.

2


Marketing

The following table sets forth the approximate percentage of total sales contributed by each group of products and services during each of the Company’s last two fiscal years:

 

Product and Service Groups

  2012 2011   2015 2014 

Coil Products

   43  47   67  57

Tubular Products

   57  53   33  43

Coil Products.  The Company sells coil products and processing services to approximately 190150 customers located primarily in the midwestern, southwestern and southeastern sectionsregions of the United States. The Company’s principal customers for these products and services are steel distributors and customers fabricating steel products such as storage tanks, steel buildings, farm machinery and equipment, construction equipment, transportation equipment, conveyors and other similar products. During each of the fiscal years ended March 31, 20122015 and 2011, thirteen2014, two and tenfive customers of coil products, respectively, accounted for approximately 25% of the Company’s total sales. NoSales of coil product customerproducts to Trinity Industries, Inc. accounted for as much as 10%approximately 21% and 14% of the Company’s total sales during those years.in fiscal 2015 and 2014, respectively.

The Company sells substantially all of its coil products through its own sales force. At March 31, 2012,2015, the sales force was comprised of a vice president and three professional sales personnel under the direction of the Senior Vice President — Sales and Marketing. Sales personnel are paid on a salary and commission basis.

The Company regularly contracts on a quarterly basismakes regular commitments with many of its larger customers to supply minimum quantities of steel.steel during agreed upon periods of time.

Tubular Products.  The Company sells its tubular products nationally to approximately 160140 customers. The Company’s principal customers for these products are steel and pipe distributors, piling contractors and, historically, USS. During the fiscal years ended March 31, 2015 and 2014, twenty-six and seven customers of tubular products, respectively, accounted for approximately 25% of the Company’s total sales. In fiscal 2015, no individual tubular customer accounted for 10% or more of the Company’s total sales. Sales of pipe to USS accounted for approximately 24% and 20%15% of the Company’s total sales in fiscal 2012 and 2011, respectively.2014. The Company can make no assurances as to the amount of future sales to USS.

The Company sells its tubular products through its own sales force comprised of foura sales manager and two professional sales personnel under the direction of the Senior Vice President — Sales—Sales and Marketing. Sales personnel are paid on a salary and commission basis.

Competition

The Company is engaged in a non-seasonal, highly-competitive business. The Company competes with steel mills, importers and steel service centers. The steel industry, in general, is characterized by a small number of extremely large companies dominating the bulk of the market and a large number of relatively small companies, such as the Company, competing for a limited share of such market.

3


The Company believes that, generally, its ability to compete is dependent upon its ability to offer products at prices competitive with or below those of other steel suppliers, as well as its ability to provide products meeting customer specifications on a rapid-delivery basis.

Employees

At March 31, 2012,2015, the Company had approximately 100 full-time employees.

3


Executive Officers of the Company

The following table sets forth as of March 31, 2012,2015, for each executive officer of the Company, the name, age, officer positions and arrangements with other persons regarding his selection as an officer, if any, of each executive officer of the Company and the period during which eachsuch officer has served in such capacity:

 

Name

  

Age

   

Position, Offices with the Company

and Other Arrangements, if any

William E. Crow

   6467    

Chief Executive Officer since 2006 and President since 1995; formerly Chief Operating Officer since 1995, Vice President since 1981 and President of Texas Tubular Products Division since August 1990

Benny Harper

66

Senior Vice President — Finance since 1995 (formerly Vice President since 1990), Treasurer since 1980 and Secretary since May 1992

Thomas Thompson

   6164    

Senior Vice President — Sales and Marketing since 1995;1995: formerly Vice President — President—Sales since 1990

Alex LaRue

29

Vice President — Secretary and Treasurer since 2014; formerly Assistant Vice President — Secretary and Treasurer since 2013; formerly Controller — Texas Tubular Products since 2011

Item 1A.  Risk Factors

Lead time and the cost of our products could increase if we were to lose one of our primary suppliers.Not required.

Historically, we have been dependent on NSC for our supply of coil inventory and on USS for our supply of coil material used in pipe manufacturing. While current levels are adequate to sustain our coil operations, a reduction in the supply of steel coils could have an adverse effect on our coil operations. Historically, USS has been our primary supplier of tubular products. The Company can make no assurances as to the amounts of pipe and coil material that will be available from USS in the future.

If, for any reason, NSC should curtail or discontinue deliveries of coil inventory to us in quantities we need and at prices that are competitive, our business could be negatively impacted. Also, if a reduction in the supply by USS of material used in the manufacture of tubular products should continue for a prolonged period or USS should discontinue such deliveries completely, the negative impact on our business could be significant. If, in the future, we are unable for a prolonged period to obtain sufficient amounts of the necessary metals at competitive prices and on a timely basis from our traditional suppliers, we may not be able to obtain such metals from alternative sources at competitive prices to meet our delivery schedules, which would have a material adverse effect on our business, financial condition or results of operations.

Our future operating results may be affected if we were to lose one of our significant customers.

In fiscal 2012 and 2011, sales of pipe to USS accounted for approximately 24% and 20%, respectively, of the Company’s total sales. A prolonged reduction in sales to USS or the permanent loss of USS as a customer could have a material adverse effect on the Company’s business.

Our future operating results may be affected by fluctuations in raw material prices. We may not be able to pass on increases in raw material costs to our customers.

Our principal raw materials are tubular products and steel coils, which we purchase from a limited number of primary steel producers. The steel industry as a whole is very cyclical, and at times pricing can be volatile due to a number of factors beyond our control, including general economic conditions, labor costs, competition, import duties, tariffs and currency exchange rates. This volatility can significantly affect our steel costs. We are required to maintain substantial inventories to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase raw materials on a regular basis in an effort to maintain our inventory at levels that we believe are sufficient to satisfy the anticipated needs of our customers based upon historic buying practices and market conditions. In an environment of increasing raw material prices, competitive conditions will impact how much of the steel price increases we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, the profitability of our business could be adversely affected.

4


Our business is highly competitive, and increased competition could reduce our gross profit and net income.

The principal markets that we serve are highly competitive. Competition is based primarily on the precision and range of achievable tolerances, quality, price, raw materials and inventory availability and the ability to meet delivery schedules dictated by customers. Our competition in the markets in which we participate comes from companies of various sizes, some of which have greater financial and other resources than we do and some of which have more established brand names in the markets we serve. Increased competition could force us to lower our prices or to offer additional services at a higher cost to us, which could reduce our gross profit, net income and cash flows.

We are susceptible to the cyclicality of the steel industry.

The steel industry is very cyclical and is affected significantly by general economic conditions and other factors such as worldwide production capacity, fluctuations in steel imports/exports and tariffs. Steel prices are sensitive to a number of supply and demand factors. The prolonged duration of an economic downturn in the industry could have a material adverse effect on our business, financial condition or results of operations.

We may not be able to manage and integrate future capital expansions successfully.

We have in the past and may in the future expand our existing facilities and equipment through acquisitions and capital improvements. Expansion presents risks and requires that we expend both capital and personnel resources on such expansions, which may or may not be successful.

Equipment downtime or shutdowns could adversely affect our business, financial condition or results of operations.

Steel manufacturing processes are dependent on critical equipment. Such equipment may incur downtime as a result of unanticipated failures or other events, such as fires or breakdowns. Our facilities have experienced, and may in the future experience, shutdowns or periods of reduced production as a result of such equipment failures or other events. Such disruptions could have an adverse effect on our operations, customer service levels and financial results.

Increases in energy prices will increase our operating costs, and we may be unable to pass all of these increases on to our customers in the form of higher prices for our products.

We use energy to manufacture and transport our products. Our operating costs increase if energy costs rise. We do not hedge our exposure to higher prices via energy futures contracts. Increases in energy prices will increase our operating costs and may reduce our profitability and cash flows if we are unable to pass all of the increases on to our customers.

Steel companies are susceptible to changes in governmental policies and international economic conditions.

Governmental, political and economic developments relating to inflation, interest rates, taxation, currency fluctuations, social or political instability, diplomatic relations, international conflicts and other factors may adversely affect our business, financial condition or results of operations.

Steel companies are subject to stringent environmental regulations, and we may be required to spend considerable funds in order to comply with such regulations.

We are subject to a broad range of environmental laws and regulations in each of the jurisdictions in which we operate. These laws and regulations, as interpreted by relevant agencies and the courts, impose increasingly stringent environmental protection standards regarding, among other things, air emissions, wastewater storage, treatment and discharges, the use and handling of hazardous or toxic materials, waste disposal practices and the remediation of environmental contamination.

The costs of complying with environmental requirements could be significant and failure to comply could result in the assessment of civil and criminal penalties, the suspension of operations and lawsuits by private parties. In addition, these standards can create the risk of environmental liabilities, including liabilities associated with divested assets and past activities.

5


Durable goods account for a significant portion of our sales, and reduced demand from this sector of the U.S. economy is likely to adversely affect our profitability and cash flows.

Downturns in demand for durable goods, or a decrease in the prices that we can realize from sales of our products to customers associated with this sector of the economy, would adversely affect our profitability and cash flows.

Competition from other materials may have a material adverse effect on our business, financial condition or results of operations.

In many applications, steel competes with other materials, such as aluminum, cement, composites, glass, plastic and wood. Additional substitutes for steel products could adversely affect future market prices and demand for steel products.

Product liability claims could adversely affect our operations.

We sell products to manufacturers who are engaged in selling a wide range of end products. Furthermore, our products are also sold to, and used in, certain safety-critical applications. If we were to sell steel products that were inconsistent with the specifications of the order or the requirements of the application, significant disruptions to the customer’s production lines could result. There could also be consequential damages resulting from the use of such products. We have a limited amount of product liability insurance coverage, and a major claim for damages related to products sold could have a material adverse effect on our business, financial condition or results of operations.

Our Common Stock is subject to price volatility unrelated to our operations.

The market price of our Common Stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results, trading volume in our Common Stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us.

In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our Common Stock.

Certain provisions of our articles of incorporation may discourage a third party from making a takeover proposal.

Our articles of incorporation provide that the affirmative vote of the holders of 80% of all of our outstanding shares of stock entitled to vote in elections of directors is required for a merger or consolidation of the Company with and into any other corporation or the sale, lease or other disposition of all or substantially all of our assets. This may have the effect of discouraging a takeover proposal or tender offer not approved by management and the board of directors and could result in shareholders who may wish to participate in such a proposal or tender offer receiving less for their shares than otherwise might be available in the event of a takeover attempt.

Item 1B.  Unresolved Staff Comments

Not required.

6


Item 2.  Properties

The principal real properties of the Company are described in the following table:

 

                        Location 

Approximate

Size

 

Ownership

Lone Star, Texas 

Plant — Texas Tubular Products

 118,260154,000 sq. feet  Owned(1)Owned(1) 

Offices — Texas Tubular Products

 9,20012,200 sq. feet  Owned(1)Owned(1) 

Land — Texas Tubular Products

 81.70122.4 acres  Owned(1)Owned(1) 
Longview, Texas 

Offices

 2,600 sq. feet  Leased(2)Leased(2) 

Humble, TX

 

Offices

 2,500 sq. feet  Leased(3)Leased(3) 
Hickman, Arkansas 

Plant and Warehouse — Coil Products

 42,600 sq. feet  Owned(1)Owned(1) 

Offices — Coil Products

 2,500 sq. feet  Owned(1)Owned(1) 

Land — Coil Products

 26.1926.2 acres  Owned(1)Owned(1) 
Decatur, Alabama 

Plant and Warehouse — Coil Products

 48,000 sq. feet  Owned(1)Owned(1) 

Offices — Coil Products

 2,000 sq. feet  Owned(1)Owned(1) 

Land — Coil Products

 47.3 acres  Owned(1)Owned(1) 

 

(1)All of the Company’s owned real properties, plants and offices are held in fee and are not subject to any mortgage or deed of trust.

 

(2)The office lease is with a non-affiliated party, expires on April 30, 2013,2018, and provides for an annual rental payment by the Company of $30,084.$32,736.

 

4


(3)The office lease is with a non-affiliated party, expires on December 31, 2016, and provides for an annual rental payment by the Company of $37,836.$37,826.

Item 3.  Legal Proceedings

The Company is not a party to, nor is its property the subject of, any material pending legal proceedings.

 

75


PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s Common Stock is traded principally on the NYSE-MKTNYSE MKT (Symbol: FRD).

Reference is hereby made to the sections of the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2012,2015, entitled “Description of Business — Range of High and Low Sales Prices of Common Stock” and “Description of Business — Cash Dividends Declared Per Share of Common Stock”, which sections are hereby incorporated herein by reference.

The approximate number of shareholders of record of Common Stock of the Company as of May 11, 201229, 2015 was 310.250.

Item 6.  Selected Financial Data

Not required.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Information with respect to Item 7 is hereby incorporated herein by reference from the section of the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2012,2015, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

Not required.

Item 8.  Financial Statements and Supplementary Data

The following financial statements and notes thereto of the Company included in the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2012,2015, are hereby incorporated herein by reference:

Consolidated Balance Sheets — March 31, 20122015 and 20112014

Consolidated Statements of Earnings — Years ended March 31, 20122015 and 20112014

Consolidated Statements of Stockholders’ Equity — Years ended March 31, 20122015 and 20112014

Consolidated Statements of Cash Flows — Years ended March 31, 20122015 and 20112014

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Information with respect to supplementary financial information relating to the Company appears in Note 8 — Summary of Quarterly Results of Operations (Unaudited) of the Notes to Consolidated Financial Statements incorporated herein by reference above in this Item 8 from the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2012.2015.

The following supplementary schedule for the Company for the year ended March 31, 2012,2015, is included elsewhere in this report:

Schedule II — Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting regulation of the U.S. Securities and Exchange Commission (the “SEC”) are not required under the related instructions or are inapplicable and, therefore, have been omitted.

8


Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.Disclosure

None.

6


Item 9A.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s principal executive officer (CEO)(“CEO”) and principal financial officer, (CFO), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the CEO and CFOprincipal financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the CEO and CFO,principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting appears on page 14 of the Company’s Annual Report to Shareholders for the year ended March 31, 2012,2015, which is incorporated herein by reference. This annual reportAnnual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in this annual report.Annual Report.

There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended March 31, 20122015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.  Other Information

None.

 

97


PART III

Item 10.  Directors, and Executive Officers of the Registrantand Corporate Governance

Except as otherwise set forth below, information with respect to Item 10 is hereby incorporated herein by reference from the Company’s proxy statement in respect of the 20122015 Annual Meeting of Shareholders, definitive copies of which are expected to be filed with the SEC on or before 120 days after the end of the Company’s 20122015 fiscal year.

Information with respect to Item 10 regarding executive officers is hereby incorporated by reference from the information set forth under the caption “Executive Officers of the Company” in Item 1 of this report.Annual Report on Form 10-K.

The Company has adopted the Friedman Industries, Incorporated Code of Conduct and Ethics (the “Code”), which applies to the Company’s employees, directors and officers, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. A copy of the Code is filed as an exhibit hereto.

Item 11.  Executive Compensation

Information with respect to Item 11 is hereby incorporated herein by reference from the Company’s proxy statement in respect of the 20122015 Annual Meeting of Shareholders, definitive copies of which are expected to be filed with the SEC on or before 120 days after the end of the Company’s 20122015 fiscal year.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The Company had no equity compensation plans as of March 31, 2012.2015.

Security Ownership Information

The additional information with respect to Item 12 regarding the security ownership of certain beneficial owners and management, and related matters, is hereby incorporated herein by reference from the Company’s proxy statement in respect to the 20122015 Annual Meeting of Shareholders, definitive copies of which are expected to be filed with the SEC on or before 120 days after the end of the Company’s 20122015 fiscal year.

Item 13.  Certain Relationships, and Related Transactions and Director Independence

Information with respect to Item 13 is hereby incorporated herein by reference from the Company’s proxy statement in respect of the 20122015 Annual Meeting of Shareholders, definitive copies of which are expected to be filed with the SEC on or before 120 days after the end of the Company’s 20122015 fiscal year.

Item 14.  Principal Accountant Fees and Services

Information with respect to Item 14 is hereby incorporated herein by reference from the Company’s proxy statement in respect of the 20122015 Annual Meeting of Shareholders, definitive copies of which are expected to be filed with the SEC on or before 120 days after the end of the Company’s 20122015 fiscal year.

 

108


PART IV

Item 15.  Exhibits and Financial Statement Schedules and Reports on Form 8-K

(a) Documents included in this report

1. Financial Statements

The following financial statements and notes thereto of the Company are included in the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2012,2015, which is incorporated herein by reference:

Consolidated Balance Sheets — March 31, 20122015 and 20112014

Consolidated Statements of Earnings — Years ended March 31, 20122015 and 20112014

Consolidated Statements of Stockholders’ Equity — Years end March 31, 20122015 and 20112014

Consolidated Statements of Cash Flows — Years ended March 31, 20122015 and 20112014

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

2.  Financial Statement Schedules

The following financial statement schedule of the Company is included in this report at page S-1:

Schedule II — Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.

3.  Exhibits

 

Exhibit

No.

    

Description

       3.1  Articles of Incorporation of the Company, as amended (filed as an exhibit to and incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended March 31, 1982).
       3.2  Articles of Amendment to the Articles of Incorporation of the Company, as filed with the Texas Secretary of State on September 22, 1987 (filed as an exhibit to and incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended March 31, 1988).
       3.3  Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 9, 2006).
**  **10.1Credit Agreement referenced in the Company’s Current Report on Form 8-K filed on May 14, 2015.
  **10.2Line of Credit Note referenced in the Company’s Current Report on Form 8-K filed on May 14, 2015.
  **10.3Negative Pledge Agreement referenced in the Company’s Current Report on Form 8-K filed on May 14, 2015.
  **13.1  The Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2012.2015.
**  **14.1  Friedman Industries, Incorporated Code of Conduct and Ethics.
**  **21.1  List of Subsidiaries.
**  **31.1  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by William E. Crow.
**  **31.2  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Ben Harper.Alex LaRue.

9


Exhibit

No.

Description

**  **32.1  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by William E. Crow.
**  **32.2  Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Ben Harper.Alex LaRue.
  *101**101.INS  Interactive Data Files.XBRL Instance Document.
**101.SCHXBRL Taxonomy Schema Document.
**101.CALXBRL Calculation Linkbase Document.
**101.DEFXBRL Definition Linkbase Document.
**101.LABXBRL Label Linkbase Document.
**101.PREXBRL Presentation Linkbase Document.

 

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
**Filed herewith.

Copies of exhibits filed as a part of this Annual Report on Form 10-K may be obtained by shareholders of record at a charge of $.10 per page. Direct inquiries to: Ben Harper, SeniorAlex LaRue, Vice President — Finance,Secretary and Treasurer, Friedman Industries, Incorporated, P.O. Box 62388, Houston, Texas 77205.

 

1110


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Friedman Industries, Incorporated has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 19th day of June, 2012.authorized.

 

FRIEDMAN INDUSTRIES, INCORPORATED
By: 

/s/    William E. Crow          

 William E. Crow
 Chief Executive Officer and
 President

Dated: June 11, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Friedman Industries, Incorporated in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/S/s/    WILLIAM E. CROW

        

William E. Crow

  

Chief Executive Officer and
President and Director (Principal Executive Officer)

 June 19, 201211, 2015

/S/    BENNY B. HARPERALEX LARUE        

Benny B. HarperAlex LaRue

  

Senior Vice President — Finance Secretary/Secretary and Treasurer (Principal
Financial and Accounting
Officer)

 June 19, 201211, 2015

/S/    DURGA D. AGRAWAL        

Durga D. Agrawal

  Director June 19, 201211, 2015

/S/    CHARLES W. HALL        

Charles W. Hall

  Director June 19, 201211, 2015

/S/    ALAN M. RAUCH        

Alan M. Rauch

  Director June 19, 201211, 2015

/S/    MAX REICHENTHAL        

Max Reichenthal

  Director June 19, 201211, 2015

/S/    JOEL SPIRA        

Joel Spira

  Director June 19, 201211, 2015

/S/    JOE L. WILLIAMS        

Joe L. Williams

  Director June 19, 201211, 2015

 

1211


Schedule VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

FRIEDMAN INDUSTRIES, INCORPORATED

 

Column A

  Column B   Column C   Column D   Column E  Column B Column C Column D Column E 

Description

  Balance at
Beginning
of Period
   Additions   Deductions—
Describe(B)
   Balance at
End of  Period
  Balance at
Beginning
of Period
  Additions Deductions—
Describe(B)
  Balance at
End of Period
 
  Charged to
Costs and
Expenses
   Charged to
Other Accounts—
Describe(A)
     Charged to
Costs and
Expenses
 Charged to
Other Accounts—
Describe(A)
 

Year ended March 31, 2012

Allowance for doubtful accounts receivable and cash discounts (deducted from related asset account)

  $37,276    $27,120    $823,771    $850,891    $37,276  

Year ended March 31, 2015

Allowance for doubtful accounts receivable and cash discounts (deducted from related asset account)

 $27,276   $4,306   $484,451   $488,757   $27,276  
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Year ended March 31, 2011

Allowance for doubtful accounts receivable and cash discounts (deducted from related asset account)

  $37,276    $7,867    $780,750    $788,617    $37,276  

Year ended March 31, 2014

Allowance for doubtful accounts receivable and cash discounts (deducted from related asset account)

 $37,276   $12,363   $541,556   $563,919   $27,276  
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

 

 

(A)Cash discounts allowed on sales and charged against revenue.

 

(B)Accounts receivable written off and cash discounts allowed on sales.

 

S-1


EXHIBIT INDEX

 

Exhibit

No.

    

Description

 3.1    Articles of Incorporation of the Company, as amended (filed as an exhibit to and incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended March 31, 1982).
 3.2    Articles of Amendment to the Articles of Incorporation of the Company, as filed with the Texas Secretary of State on September 22, 1987 (filed as an exhibit to and incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended March 31, 1988).
 3.3   Amended and Restated BylawsBy laws of the Company (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 9, 2006).
**  **10.1Credit Agreement referenced in the Company’s Current Report on Form 8-K filed on May 14, 2015.
  **10.2Line of Credit Note referenced in the Company’s Current Report on Form 8-K filed on May 14, 2015.
  **10.3Negative Pledge Agreement referenced in the Company’s Current Report on Form 8-K filed on May 14, 2015.
  **13.1    The Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2012.2015.
**  **14.1    Friedman Industries, Incorporated Code of Conduct and Ethics.
**  **21.1    List of Subsidiaries.
**  **31.1    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by William E. Crow.
**  **31.2    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Ben Harper.Alex LaRue.
**  **32.1    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by William E. Crow.
**  **32.2    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Ben Harper.Alex LaRue.
 *101**101.INS   Interactive Data Files.XBRL Instance Document.
**101.SCHXBRL Taxonomy Schema Document.
**101.CALXBRL Calculation Linkbase Document.
**101.DEFXBRL Definition Linkbase Document.
**101.LABXBRL Label Linkbase Document.
**101.PREXBRL Presentation Linkbase Document.

 

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
**Filed herewith.

Copies of exhibits filed as a part of this Annual Report on Form 10-K may be obtained by shareholders of record at a charge of $.10 per page. Direct inquiries to: Ben Harper, SeniorAlex LaRue, Vice President — Finance,Secretary and Treasurer, Friedman Industries, Incorporated, P.O. Box 62388, Houston, Texas 77205.