UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

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

 

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 20189

 

OR

 

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

 

FROM THE TRANSITION PERIOD FROM                     TO                     

 

COMMISSION FILE NUMBER 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 Number)

 

1121 JUDSON ROAD, SUITE 124, LONGVIEW,, TEXAS 75601

(Address of principal executive offices) (Zip Code)

 

(903758-3431

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

Title of each class

Trading Symbol

Name of each exchange
on which registered

Common Stock, $1 Par Value

FRD

NYSE American

 


 

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  ☒    No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

 

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

 

��

Large accelerated filer

Accelerated filer

    

Non-accelerated filer

Smaller reporting company

    
  

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No   ☒

 

At February 14, 2019,2020, the number of shares outstanding of the issuer’s only class of stock was 7,009,4446,999,444 shares of Common Stock.



 

 

 

 

 

 

TABLE OF CONTENTS

 

Part I — FINANCIAL INFORMATION

3

Item 1. Financial Statements

3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

1011

Item 3. Quantitative and Qualitative Disclosures About Market Risk

1415

Item 4. Controls and Procedures

1415

Part II — OTHER INFORMATION

1516

Item 6. Exhibits

1516

SIGNATURES

1617

 


 

 

Part I — FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

 

FRIEDMAN INDUSTRIES, INCORPORATED

 

CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED

 

 

December 31, 2018

  

March 31, 2018

As Adjusted

  

December 31, 2019

  

March 31, 2019

 

ASSETS

                

CURRENT ASSETS:

                

Cash

 $2,575,269  $4,052,582  $22,333,323  $11,667,161 

Accounts receivable, net of allowances for bad debts and cash discounts of $21,052 December 31, 2018 and March 31, 2018

  17,207,574   17,458,289 

Accounts receivable, net of allowances for bad debts and cash discounts of $68,415 at December 31, 2019 and $29,178 at March 31, 2019

  9,845,626   13,183,411 

Inventories

  59,415,035   45,329,434   35,543,889   49,062,086 

Other

  684,237   429,101   1,568,674   543,549 

TOTAL CURRENT ASSETS

  79,882,115   67,269,406   69,291,512   74,456,207 

PROPERTY, PLANT AND EQUIPMENT:

                

Land

  1,452,799   1,452,799   1,452,799   1,452,799 

Buildings and yard improvements

  8,816,631   8,710,958   8,879,692   8,821,253 

Machinery and equipment

  39,824,953   39,282,944   39,746,407   38,176,497 
Construction in progress 2,114,123   

Less accumulated depreciation

  (36,353,488)  (35,280,700)  (37,464,557)  (36,540,591)
  13,740,895   14,166,001   14,728,464   11,909,958 

OTHER ASSETS:

                

Cash value of officers’ life insurance and other assets

  236,725   217,900   169,187   235,817 

Income taxes recoverable

  40,639    

TOTAL ASSETS

 $93,859,735  $81,653,307  $84,229,802  $86,601,982 
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

                

CURRENT LIABILITIES:

                

Accounts payable and accrued expenses

 $16,727,511  $10,233,431  $12,175,584  $11,577,664 

Income taxes payable

  175,845         159,694 

Dividends payable

  420,567   140,189   139,989   279,978 

Contribution to retirement plan

  200,000   45,000   200,000   50,250 

Employee compensation and related expenses

  334,082   612,015   254,699   297,316 

Current portion of financing lease

  100,244    

TOTAL CURRENT LIABILITIES

  17,858,005   11,030,635   12,870,516   12,364,902 

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

  197,347   175,056   97,176   210,257 

DEFERRED INCOME TAX LIABILITY

  1,798,048   1,872,166   916,787   1,545,246 

OTHER NON-CURRENT LIABILITIES

  404,367    

TOTAL LIABILITIES

  19,853,400   13,077,857   14,288,846   14,120,405 

COMMITMENTS AND CONTINGENCIES

                

STOCKHOLDERS’ EQUITY:

                

Common stock, par value $1:

                

Authorized shares — 10,000,000

                

Issued shares — 8,185,160 at December 31 and March 31, 2018

  8,185,160   8,185,160 

Issued shares — 8,225,160 shares and 8,205,160 shares at December 31 and March 31, 2019, respectively

  8,225,160   8,205,160 

Additional paid-in capital

  29,371,594   29,154,874   29,552,180   29,322,472 

Treasury stock at cost (1,175,716 shares at December 31 and March 31, 2018)

  (5,475,964)  (5,475,964)

Treasury stock at cost (1,225,716 shares at December 31 and March 31, 2019)

  (5,525,964)  (5,525,964)

Retained earnings

  41,925,545   36,711,380   37,689,580   40,479,909 

TOTAL STOCKHOLDERS’ EQUITY

  74,006,335   68,575,450   69,940,956   72,481,577 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 $93,859,735  $81,653,307  $84,229,802  $86,601,982 

 


 

 

FRIEDMAN INDUSTRIES, INCORPORATED

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED

 

 

Three months ended
December 31,

  

Nine months ended
December 31,

  

Three months ended
December 31,

  

Nine months ended
December 31,

 
 

2018

  

2017

As Adjusted

  

2018

  

2017

As Adjusted

  

2019

  

2018

  

2019

  

2018

 

Net sales

 $43,326,080  $28,033,521  $144,951,427  $77,194,500  $28,150,817  $43,326,080  $109,121,717  $144,951,427 

Costs and expenses

                                

Costs of goods sold

  41,395,596   26,308,987   132,883,924   72,426,245   28,097,884   41,395,596   108,380,110   132,883,924 

General, selling and administrative costs

  1,054,100   999,220   3,836,279   2,962,139   1,200,393   1,054,100   3,662,630   3,836,279 

Interest expense

  1,792   8,451   17,545   8,451   2,463   1,792   2,463   17,545 
  42,451,488   27,316,658   136,737,748   75,396,835   29,300,740   42,451,488   112,045,203   136,737,748 

Interest and other income

  (6,275)  (4,375)  (75,325)  (13,125)  (4,370)  (6,275)  (15,075)  (75,325)

Earnings before income taxes

  880,867   721,238   8,289,004   1,810,790 

Earnings (loss) before income taxes

  (1,145,553)  880,867   (2,908,411)  8,289,004 

Provision for (benefit from) income taxes:

                                

Current

  282,365   63,510   2,097,540   79,150   244,940   282,365   (49,584)  2,097,540 

Deferred

  (66,271)  496,457   (74,118)  810,705   (509,490)  (66,271)  (628,459)  (74,118)
  216,094   559,967   2,023,422   889,855   (264,550)  216,094   (678,043)  2,023,422 

Net earnings

 $664,773  $161,271  $6,265,582  $920,935 

Net earnings (loss)

 $(881,003) $664,773  $(2,230,368) $6,265,582 

Weighted average number of common shares outstanding:

                                

Basic

  7,009,444   7,009,444   7,009,444   7,009,444   6,999,444   7,009,444   6,999,444   7,009,444 

Diluted

  7,009,444   7,009,444   7,009,444   7,009,444   6,999,444   7,009,444   6,999,444   7,009,444 

Net earnings per share:

                

Net earnings (loss) per share:

                

Basic

 $0.09  $0.02  $0.89  $0.13  $(0.13) $0.09  $(0.32) $0.89 

Diluted

 $0.09  $0.02  $0.89  $0.13  $(0.13) $0.09  $(0.32) $0.89 

Cash dividends declared per common share

 $0.06  $0.01  $0.15  $0.03  $0.02  $0.06  $0.08  $0.15 

 


 

 

 

FRIEDMAN INDUSTRIES, INCORPORATED

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

 

 

Nine Months Ended
December 31

  

Nine Months Ended

December 31

 
 

2018

  

2017

As Adjusted

  

2019

  

2018

 

OPERATING ACTIVITIES

                

Net earnings

 $6,265,582  $920,935 

Adjustments to reconcile net earnings to cash used in operating activities:

        

Net earnings (loss)

 $(2,230,368) $6,265,582 

Adjustments to reconcile net earnings (loss) to cash provided by (used in) operating activities:

        

Depreciation

  1,072,788   996,139   923,966   1,072,788 

Deferred taxes

  (74,118)  810,705   (628,459)  (74,118)

Compensation expense for restricted stock

  216,720   216,720   249,708   216,720 

Provision for postretirement benefits

  22,291   5,159 

Change in postretirement benefits

  8,215   22,291 

Lower of cost or net realizable value inventory adjustment

  955,605    

Decrease (increase) in operating assets:

                

Accounts receivable, net

  250,715   1,884,870   3,337,785   250,715 

Inventories

  (14,085,601)  (11,939,413)  12,562,592   (14,085,601)

Federal income taxes recoverable

     46,453 

Other

  (255,136)  (267,036)

Income taxes recoverable

  (40,639)   

Other assets

  (1,025,125)  (255,136)

Increase (decrease) in operating liabilities:

                

Accounts payable and accrued expenses

  6,494,080   4,571,796   567,114   6,494,080 

Income taxes payable

  175,845   32,698   (159,694)  175,845 

Contribution to retirement plan

  155,000   120,000   149,750   155,000 

Employee compensation and related expenses

  (277,933)  11,546   (42,617)  (277,933)

NET CASH USED IN OPERATING ACTIVITIES

  (39,767)  (2,589,428)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

  14,627,833   (39,767)

INVESTING ACTIVITIES

                

Purchase of property, plant and equipment

  (647,682)  (275,056)  (3,223,856)  (647,682)

Change in cash surrender value of officers’ life insurance

  (18,825)  (13,125)  (13,110)  (18,825)

NET CASH USED IN INVESTING ACTIVITIES

  (666,507)  (288,181)  (3,236,966)  (666,507)

FINANCING ACTIVITIES

                

Borrowings under revolving line of credit

     3,750,000 

Cash dividends paid

  (771,039)  (210,283)  (699,945)  (771,039)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

  (771,039)  3,539,717 

Cash paid for principal portion of finance lease

  (24,760)   

NET CASH USED IN FINANCING ACTIVITIES

  (724,705)  (771,039)

INCREASE (DECREASE) IN CASH

  (1,477,313)  662,108   10,666,162   (1,477,313)

Cash at beginning of period

  4,052,582   1,461,695   11,667,161   4,052,582 

CASH AT END OF PERIOD

 $2,575,269  $2,123,803  $22,333,323  $2,575,269 

 


 

FRIEDMAN INDUSTRIES, INCORPORATED 

 

CONDENSED NOTES TO QUARTERLY REPORT — UNAUDITED

 

 

NOTE A — BASIS OF PRESENTATION

 

The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes of Friedman Industries, Incorporated (the “Company”) included in its annual report on Form 10-K for the year ended March 31, 2018.2019.

 

 

NOTE B — CHANGE IN ACCOUNTING PRINCIPLE

Effective April 1, 2018, the Company changed its method for valuing prime coil inventory of the coil segment from the last-in, first-out (“LIFO”) method to the average cost method. The effects of the change in accounting principle from LIFO to average cost have been retrospectively applied to all prior periods presented in all sections of this quarterly report on Form 10-Q. The Company believes the average cost method is preferable as it more closely resembles the physical flow of our inventory, it better matches revenues with expenses and it aligns with how we internally manage our business. As a result of the retrospective application of the change in accounting principle, certain financial statement line items in the Company’s consolidated balance sheet as of March 31, 2018, its consolidated statement of operations for the three and nine months ended December 31, 2017 and its consolidated statement of cash flows for the nine months ended December 31, 2017 were adjusted as presented in the table below. In addition, retained earnings as of April 1, 2017 increased $4,418,318 as a result of the change in accounting principle.

  

As Originally

Reported

  

Effect of

Change

  

As Adjusted

 
Consolidated Statement of Operations, Three Months Ended December 31, 2017            

Cost of goods sold

  26,364,387   (55,400)  26,308,987 

Income tax provision

  542,909   17,058   559,967 

Net earnings

  122,929   38,342   161,271 
             

Net earnings per share:

            

Basic

  0.02   -   0.02 

Diluted

  0.02   -   0.02 
             
Consolidated Statement of Operations, Nine Months Ended December 31, 2017            

Cost of goods sold

  72,884,773   (458,528)  72,426,245 

Income tax provision

  748,674   141,181   889,855 

Net earnings

  603,588   317,347   920,935 
             

Net earnings per share:

            

Basic

  0.09   0.04   0.13 

Diluted

  0.09   0.04   0.13 
             
Consolidated Statement of Cash Flows, Nine Months Ended December 31, 2017            

Net earnings

  603,588   317,347   920,935 

Change in inventories

  (11,480,885)  (458,528)  (11,939,413)

Change in deferred income taxes

  702,222   108,483   810,705 

Change in income taxes payable

  -   32,698   32,698 
             

Consolidated Balance Sheet, as of March 31, 2018

            

Inventories

  38,039,332   7,290,102   45,329,434 

Deferred income tax liability

  103,198   1,768,968   1,872,166 

Retained earnings

  31,190,246   5,521,134   36,711,380 


The following table shows the effect of the change in accounting principle from LIFO to average cost on the three and nine months ended December 31, 2018:

  

As Computed

Under LIFO

  

As Computed

Under Average

Cost

  

Effect of

Change

 
Consolidated Statement of Operations, Three Months Ended December 31, 2018            

Earnings before income taxes

  2,233,044   880,867   (1,352,177)

Income tax provision

  545,478   216,094   (329,384)

Net earnings

  1,687,567   664,773   (1,022,794)
             

Net earnings per share:

            

Basic

  0.24   0.09   (0.15)

Diluted

  0.24   0.09   (0.15)
             
Consolidated Statement of Operations, Nine Months Ended December 31, 2018            

Earnings before income taxes

  5,782,409   8,289,004   2,506,595 

Income tax provision

  1,412,796   2,023,422   610,626 

Net earnings

  4,369,614   6,265,582   1,895,968 
             

Net earnings per share:

            

Basic

  0.62   0.89   0.27 

Diluted

  0.62   0.89   0.27 

NOTE C — NEW ACCOUNTING STANDARDS

 

In May 2014,February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 states that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The update supersedes prior revenue recognition guidance, including industry-specific guidance. Effective April 1, 2018, the Company adopted the new standard through the modified retrospective method applied to those contracts that were not completed as of April 1, 2018 and those contracts initiated on or after April 1, 2018. Results for reporting periods beginning on or after April 1, 2018 are presented under the new standard, while prior period amounts are unadjusted and reported in accordance with historic accounting under the prior guidance. The modified retrospective method requires that the cumulative effect of initially applying the new guidance be recorded as an adjustment to the opening balance of retained earnings in the condensed consolidated balance sheet. The adoption of this new accounting guidance did not have an impact on any prior period earnings and no adjustment was recorded to the opening retained earnings balance as of April 1, 2018. The adoption did not have a financial statement impact to the Company but did result in expanded disclosures which are provided in Note H.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows by adding or clarifying guidance on eight specific cash flow issues. The Company adopted this new guidance effective April 1, 2018. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 establishes a new lease accounting standard that requires lessees to recognize a right of use asset and related lease liability for most leases having lease terms of more than 12 months.  Leases with a term of 12 months or less will be accounted for similar to existingprior guidance for operating leases. ThisIn July 2018, the FASB issued Accounting Standards Update No. 2018-10, Codification Improvements to Topic 842, Leases, to clarify how to apply certain aspects of the new guidancestandard. In July 2018, the FASB also issued Accounting Standards Update No. 2018-11, Leases (Topic 842): Targeted Improvements, to give entities another option for transition and to provide practical expedients to reduce the cost and complexity of implementing the new standard. ASU 2016-02 and all subsequently issued amendments, collectively "ASC 842," is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

The Company adopted ASC 842 on April 1, 2019 using the optional transition method under which the new standard is applied only to the most current period presented and the cumulative effect of applying the new standard to existing lease agreements is recognized at the date of initial application. The adoption of ASC 842 resulted in the recording of right-of-use lease assets and lease liabilities of approximately $63,000. The Company implemented the appropriate changes to business processes and controls to support recognition and disclosure under the new standard, including the new qualitative and quantitative disclosures. The Company also elected the package of transition practical expedients related to lease identification, lease classification, and initial direct costs. In addition, the Company made the following accounting policy elections: (1) the Company will not separate lease and non-lease components by class of underlying asset and (2) the Company will apply the short-term lease exemption by class of underlying asset. The adoption of this standard did not have an impact on the Company’s consolidated statement of operations or cash flows and did not result in a cumulative adjustment to retained earnings. See Note E – Leases for additional information.

In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires, among other things, the use of a new current expected credit loss ("CECL") model in order to determine the allowance for doubtful accounts with respect to accounts receivable. The CECL model requires estimation of lifetime expected credit loss with respect to receivables and recognition of allowances that, when deducted from the balance of the receivables, represent the net amounts expected to be collected. Subsequently, in November 2018, the FASB issued Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (ASC 326), which clarifies that impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases. ASU 2016-13 called for an effective date for annual andperiods, including interim periods within those annual periods, beginning after December 15, 2018, but can2019. In November 2019, the FASB issued Accounting Standards Update 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). ASU 2019-10 defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, private companies, not-for-profit organizations and employee benefit plans to annual periods beginning after December 15, 2022, including interim periods within those annual periods. The Company qualifies as a smaller reporting company and does not expect to early adopted.adopt ASU 2016-13. The Company is currently evaluating the impact that adoption of the provisions of ASU 2016-02 will havenew guidance on itsthe consolidated financial statements but does not expect a material impact.statements.

 


In December 2019, the FASB issued Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies accounting for income taxes by revising or clarifying existing guidance in ASC 740, as well as removing certain exceptions within ASC 740. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2020 and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements.

 

 

NOTE DC — INVENTORIES

 

Inventories consist of prime coil, non-standard coil and tubular materials. Prime coil inventory consists primarily of raw materials, non-standard coil inventory consists primarily of raw materials and tubular inventory consists of both raw materials and finished goods. Effective April 1, 2018, the Company changed the inventory valuation method of itsCost for prime coil inventory from the LIFO method tois determined using the average cost method. Prime coil inventory value for both periods presented in the table below are based on average cost valuation. Cost for non-standard coil inventory is determined using the specific identification method. Cost for tubular inventory is determined using the average cost method. All inventories are valued at the lower of cost or net realizable value.

 


A summary of inventory values by product group follows:

 

 

December 31, 2018

  

March 31, 2018

As Adjusted

  

December 31, 2019

  

March 31, 2019

 

Prime Coil Inventory

 $32,052,655  $14,185,858  $17,659,023  $26,240,439 

Non-Standard Coil Inventory

  2,353,592   2,971,324   2,139,267   2,078,008 

Tubular Raw Material

  8,127,972   6,734,076   2,823,269   4,418,750 

Tubular Finished Goods

  16,880,816   21,438,176   12,922,330   16,324,889 
 $59,415,035  $45,329,434  $35,543,889  $49,062,086 

 

Tubular raw material inventory consists of hot-rolled steel coils that the Company will manufacture into pipe. Tubular finished goods inventory consists of pipe the Company has manufactured and new mill reject pipe that the Company purchases from U.S. Steel Tubular Products, Inc. At

NOTE D — DEBT

On December 12, 2019, the Company’s $5,000,000 revolving line of credit facility expired and was not renewed. The Company did not have any borrowings outstanding under the Credit Facility at expiration and did not advance any funds under the Credit Facility during the quarter ended December 31, 2018, the Company carried quantities of mill reject pipe on hand that exceeded the sales volume for fiscal year ended March 31, 2018. Based on improved market conditions and overall economic conditions as well as recent sales trends, the Company reasonably expects the sales volume for the future twelve month period to approximate or at least be a substantial portion of the December 31, 2018 quantity on hand, hence current classification of this inventory on the Company’s balance sheet. The Company’s projections are subject to significant estimates which may be different from actual results.2019.

 

 

NOTE E — DEBTLEASES

 

On December 11,In February 2016, the FASB issued ASU 2016-02, Leases (“ASC 842”), to require lessees to recognize most leases on the balance sheet, while recognition on the statement of operations would be substantially unchanged. The new standard requires lessees to recognize a liability for lease obligations, which represents the discounted obligation to make future lease payments, and a corresponding right-of-use (“ROU”) asset on the balance sheet. The guidance requires disclosure of key information about leasing arrangements that is intended to give financial statement users the ability to assess the amount, timing and potential uncertainty of cash flows related to leases. Leases with a term of 12 months or less will be accounted for similar to prior guidance for operating leases. In July 2018, the Company’s $7,500,000 revolving lineFASB issued Accounting Standards Update No. 2018-10, Codification Improvements to Topic 842, Leases, to clarify how to apply certain aspects of credit facility expired. On December 12,the new standard. In July 2018, the FASB also issued Accounting Standards Update No. 2018-11, Leases (Topic 842): Targeted Improvements, to give entities another option for transition and to provide practical expedients to reduce the cost and complexity of implementing the new standard. ASU 2016-02 and all subsequently issued amendments, collectively "ASC 842," is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

The Company entered intoadopted ASC 842 on April 1, 2019 using the optional transition method under which the new standard is applied only to the most current period presented and the cumulative effect of applying the new standard to existing lease agreements is recognized at the date of initial application. Under this adoption method, reporting periods beginning after April 1, 2019 are presented under the new standard, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The adoption of ASC 842 resulted in the recording of initial ROU asset and lease liabilities of approximately $63,000 at April 1, 2019. The Company also elected the package of transition practical expedients related to lease identification, lease classification, and initial direct costs. In addition, the Company made the following accounting policy elections: (1) the Company will not separate lease and non-lease components by class of underlying asset and (2) the Company will apply the short-term lease exemption by class of underlying asset. The adoption of this standard did not have an impact on the Company’s consolidated statement of operations or cash flows and did not result in a loan agreementcumulative adjustment to retained earnings.

The Company’s lease of its office space in Longview, Texas is the only operating lease included in the ROU asset and lease liability. The lease calls for a $5,000,000 revolving linemonthly rent payments of credit facility (the “Credit Facility”) with Citizens National Bank, which changed names to VeraBank on January 14, 2019 (the “Bank”). The Credit Facility$2,728 and expires on April 30, 2021. The Company’s other operating leases for items such as IT equipment and storage space are either short-term in nature or immaterial.

In October 2019, the Company received a new heavy-duty forklift under a 5-year finance lease arrangement with a financed amount of $518,616 and a monthly payment of $9,074.

The components of lease expense were as follows for the three months and nine months ended December 12, 2019 and is collateralized by the Company’s tubular segment accounts receivable and inventory. Borrowings31, 2019:

  

Three Months Ended

December 31, 2019

  

Nine Months Ended

December 31, 2019

 

Finance lease – amortization of ROU asset

 $8,644  $8,644 

Finance lease – interest on lease liability

  2,463   2,463 

Operating lease expense

  8,184   24,552 
  $19,291  $35,659 


Rental expense for operating leases classified under the credit facility bear interest atprevious accounting standard, Accounting Standards Codification Topic 840, for the Bank’s prime rate minus 0.55% resulting in an applicable interest rate of 4.95%three and nine months ended December 31, 2018 was $8,184 and $24,552, respectively.

The following table illustrates the balance sheet classification for ROU assets and lease liabilities as of December 31, 2018. Interest payments on amounts advanced are due monthly2019:

  

December 31, 2019

 

Balance Sheet Classification

Assets

     

Operating lease right-of-use asset

 $41,557 

Other assets

Finance lease right-of-use asset

 $509,972 

Property, plant & equipment, net

Total right-of-use assets

 $551,529  
      

Liabilities

     

Operating lease liability, current

 $30,802 

Accrued expenses

Finance lease liability, current

  100,244 

Current portion of finance lease

Operating lease liability, non-current

  10,755 

Other non-current liabilities

Finance lease liability, non-current

  393,612 

Other non-current liabilities

Total lease liabilities

 $535,413  

As of December 31, 2019, the weighted-average remaining lease term was 1.3 years for operating leases and principal payments may4.8 years for finance leases. The weighted average discount rate was 7% for operating leases and 1.9% for finance leases.

Maturities of lease liabilities as of December 31, 2019 were as follows:

  

Operating Leases

  

Finance Leases

 

Fiscal 2020 (remainder of fiscal year)

 $8,184  $27,222 

Fiscal 2021

  32,736   108,888 

Fiscal 2022

  2,728   108,888 

Fiscal 2023

     108,888 

Fiscal 2024

     108,888 

Fiscal 2025

     54,444 

Total undiscounted lease payments

 $43,648  $517,218 

Less: imputed interest

  (2,091)  (23,362)

Present value of lease liabilities

 $41,557  $493,856 

NOTE F – PROPERTY, PLANT AND EQUIPMENT

The Company commenced two capital expenditure projects during the three months ended December 31, 2019.

The first project is a building expansion at the Company’s coil processing facility in Hickman, Arkansas. The project will add an additional 22,000 square feet of storage space to the facility. This project is estimated to be madecomplete by April 2020 with an estimated cost of $1,100,000.

The second project involves the installation of a stretcher leveler coil processing line at any time without penalty. All outstanding principalthe Company’s coil processing facility in Decatur, Alabama. This equipment will replace the existing processing equipment that is currently present at the Decatur plant and accrued interestwill expand both the size range and grade of material that Decatur is due upon expirationable to process. The equipment is being constructed, fabricated and installed by Delta Steel Technologies. The Company currently expects installation of the Credit Facility. Accessnew equipment to funds underbegin in October 2020 and expects commercial use to begin in February 2021. The Company currently estimates the Credit Facility is subjectcost of this project to a borrowing base requirement. The borrowing base is calculated as 80%be $5,800,000.

As of eligible tubular segment accounts receivable plus 40% of eligible tubular segment inventory. The total amount contributed to the borrowing base by eligible inventory shall not exceed $3,000,000. At December 31, 2018 and2019, expenditures related to these projects totaled $2,114,123 with this amount reported as ofConstruction in Progress on the filing date of this Form 10-Q, the borrowing base calculations would allow the Company access to the full $5,000,000 available under the Credit Facility. The Credit Facility contains financial covenants that require the Company to not permit: (1) total shareholders’ equity to be less than $50.0 million at any time, (2) total liabilities to exceed 50% of total shareholders’ equity at any time and (3) debt service coverage ratio, measured as of the end of each calendar quarter, to be less than 2.00 to 1.00. The debt service coverage ratio is calculated on a trailing twelve month period as the ratio of earnings before interest, taxes, depreciation and amortization (EBITDA) to the sum of interest expense for such period, scheduled principal payments for such period on all indebtedness for money borrowed and capital leases, and the aggregate amount payable during such period under any operating leases. At December 31, 2018 and as of the filing date of this Form 10-Q, the Company had no borrowings outstanding under the Credit Facility.Company’s Condensed Consolidated Balance Sheet.

 

 

NOTE FG — STOCK BASED COMPENSATION

 

The Company maintains the Friedman Industries, Incorporated 2016 Restricted Stock Plan (the “Plan”). The Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) and continues indefinitely until terminated by the Board or until all shares allowed by the Plan have been awarded and earned. The aggregate number of shares of the Company’s Common Stock eligible for award under the Plan is 500,000 shares. Subject to the terms and provisions of the Plan, the Committee may, from time to time, select the employees, directors or consultants to whom awards will be granted and shall determine the amount and applicable restrictions of each award. Forfeitures are accounted for upon their occurrence.

 

As ofThe following table summarizes the activity related to restricted stock awards for the nine months ended December 31, 2018,2019:

  

Number of Shares

  

Weighted Average

Grant Date Fair

Value Per Share

 

Unvested at March 31, 2019

  180,000  $7.03 

Cancelled or forfeited

      

Granted

  20,000   7.62 

Vested

      

Unvested at December 31, 2019

  200,000  $7.09 


Of the total number of restricted200,000 unvested shares awarded under the Plan was 210,000 shares. All of the awardedat December 31, 2019, 160,000 shares have five year cliff vesting restrictions with vesting occurring on January 4, 2022. No other2022, 20,000 shares have been awarded undertwo year cliff vesting restrictions with vesting occurring on March 13, 2021 and 20,000 shares have five year cliff vesting restrictions with vesting occurring on April 1, 2024. Compensation expense is recognized over the Plan.requisite service period applicable to each award. The grant date fair value of the awarded shares is $1,444,800 and is being recognized asCompany recorded compensation expense overof $249,708 and $216,720 in nine months ended December 31, 2019 and 2018, respectively, relating to the 60 month requisite service period. Compensation expense related to stock awards issued under the plan was $72,240 in each of the quarters ended December 31, 2018 and December 31, 2017 and $216,720 in each of the nine month periods ended December 31, 2018 and December 31, 2017.Plan.


 

 

NOTE GH — SEGMENT INFORMATION (in thousands)

 

 

Three Months Ended
December 31,

  

Nine Months Ended
December 31,

  

Three Months Ended
December 31,

  

Nine Months Ended
December 31,

 
 

2018

  

2017

As Adjusted

  

2018

  

2017

As Adjusted

  

2019

  

2018

  

2019

  

2018

 

Net sales

                                

Coil

 $28,731  $22,410  $94,688  $60,547  $21,001  $28,731  $77,604  $94,688 

Tubular

  14,595   5,624   50,263   16,648   7,150   14,595   31,518   50,263 

Total net sales

 $43,326  $28,034  $144,951  $77,195  $28,151  $43,326  $109,122  $144,951 
                                

Operating profit (loss)

                                

Coil

 $744  $1,233  $5,847  $2,942  $(93) $744  $575  $5,847 

Tubular

  650   (53)  4,348   261   (468)  650   (1,670)  4,348 

Total operating profit

  1,394   1,180   10,195   3,203 

Total operating profit (loss)

  (561)  1,394   (1,095)  10,195 

Corporate expenses

  519   463   1,981   1,405   587   517   1,826   1,963 

Interest expense

  2   2   2   18 

Interest & other income

  (6)  (4)  (75)  (13)  (4)  (6)  (15)  (75)

Total earnings before taxes

 $881  $721  $8,289  $1,811 

Total earnings (loss) before taxes

 $(1,146) $881  $(2,908) $8,289 

 

 

December 31, 2018

  

March 31, 2018

As Adjusted

  

December 31, 2019

  

March 31, 2019

 

Segment assets

                

Coil

 $50,293  $34,359  $35,272  $43,104 

Tubular

  40,708   43,010   26,354   31,520 
  91,001   77,369   61,626   74,624 

Corporate assets

  2,859   4,284   22,604   11,978 
 $93,860  $81,653  $84,230  $86,602 

 

 

Corporate expenses reflect general and administrative expenses not directly associated with segment operations and consist primarily of corporate executive and accounting salaries, professional fees and services, bad debts, retirement plan contribution expense, corporate insurance expenses and office supplies. Corporate assets consist primarily of cash, and the cash value of officers’ life insurance.insurance and income taxes recoverable.

 

 

NOTE HI — REVENUE

 

Revenue is generated primarily from contracts to manufacture or process steel products. Most of the Company’s revenue is generated by sales of material out of the Company’s inventory but a portion of the Company’s revenue is derived from processing of customer owned material. Generally, the Company’s performance obligations are satisfied, control of our products is transferred, and revenue is recognized at a single point in time, when title transfers to our customer for product shipped or when services are provided. Revenues are recorded net of any sales incentives. Shipping and other transportation costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. Costs related to obtaining sales contracts are incidental and expensed when incurred. Because customers are invoiced at the time title transfers and the Company’s rights to consideration are unconditional at that time, the Company does not maintain contract asset balances. Additionally, the Company does not maintain contract liability balances, as performance obligations are satisfied prior to customer payment for product. The Company offers industry standard payment terms.

 


The Company has two reportable segments: Coil and Tubular. Coil primarily generates revenue from temper passing and cutting to length hot-rolled steel coils. Coil segment revenue consists of three main product types: Prime Coil, Non-Standard Coil and Customer Owned Coil. Tubular primarily generates revenue from the manufacture, distribution and processing of steel pipe. Tubular segment revenue consists of three main product or service types: Manufactured Pipe, Mill Reject Pipe and Pipe Finishing Services. The following table disaggregates our revenue by product for each of our reportable business segments for the three and nine month periods ended December 31, 20182019 and 2017,2018, respectively:

 

 

Three Months Ended December 31,

  

Nine Months Ended December 31,

  

Three Months Ended December 31,

  

Nine Months Ended December 31,

 
 

2018

  

2017

  

2018

  

2017

  

2019

  

2018

  

2019

  

2018

 

Coil Segment:

                                

Prime Coil

  25,074,965   17,862,981   79,426,810   47,598,283   18,662,211   25,074,965   67,827,299   79,426,810 

Non-standard Coil

  3,350,738   4,189,947   14,355,617   12,001,311   2,153,277   3,350,738   9,197,245   14,355,617 

Customer Owned Coil

  305,289   356,643   906,209   947,651   185,870   305,289   578,891   906,209 
  28,730,992   22,409,571   94,688,636   60,547,245   21,001,358   28,730,992   77,603,435   94,688,636 

Tubular Segment:

                                

Manufactured Pipe

  10,767,166   4,144,506   35,936,762   10,467,228   5,748,647   10,767,166   26,225,323   35,936,762 

Mill Reject Pipe

  3,761,188   1,479,444   13,489,029   4,515,771   1,400,812   3,761,188   5,292,959   13,489,029 

Pipe Finishing Services

  66,734   -   837,000   1,664,256   -   66,734   -   837,000 
  14,595,088   5,623,950   50,262,791   16,647,255   7,149,459   14,595,088   31,518,282   50,262,791 

 


 

NOTE IJ — STOCKHOLDERS’ EQUITY

The following tables reflect the changes in stockholders’ equity for each quarterly period within the nine months ended December 31, 2019 and December 31, 2018:

  

Common
Stock

  

Additional
Paid-In
Capital

  

Treasury
Stock

  

Retained
Earnings

 

BALANCE AT MARCH 31, 2019

 $8,205,160  $29,322,472  $(5,525,964) $40,479,909 

Net earnings

           194,772 

Issuance of restricted stock

  20,000          

Paid in capital – restricted stock awards

     63,236       

Cash dividends ($0.04 per share)

           (279,978)

BALANCE AT JUNE 30, 2019

 $8,225,160  $29,385,708  $(5,525,964) $40,394,703 

Net loss

           (1,544,137)

Paid in capital – restricted stock awards

     83,236       

Cash dividends ($0.02 per share)

           (139,990)

BALANCE AT SEPTEMBER 30, 2019

 $8,225,160  $29,468,944  $(5,525,964) $38,710,576 

Net loss

           (881,003)

Paid in capital – restricted stock awards

     83,236       

Cash dividends ($0.02 per share)

           (139,993)

BALANCE AT DECEMBER 31, 2019

 $8,225,160  $29,552,180  $(5,525,964) $37,689,580 

  

Common
Stock

  

Additional
Paid-In
Capital

  

Treasury
Stock

  

Retained
Earnings

 

BALANCE AT MARCH 31, 2018

 $8,185,160  $29,154,874  $(5,475,964) $36,711,380 

Net earnings

           3,599,893 

Paid in capital – restricted stock awards

     72,240       

Cash dividends ($0.03 per share)

           (210,283)

BALANCE AT JUNE 30, 2018

 $8,185,160  $29,227,114  $(5,475,964) $40,100,990 

Net earnings

           2,000,916 

Paid in capital – restricted stock awards

     72,240       

Cash dividends ($0.06 per share)

           (420,567)

BALANCE AT SEPTEMBER 30, 2018

 $8,185,160  $29,299,354  $(5,475,964) $41,681,339 

Net earnings

           664,773 

Paid in capital – restricted stock awards

     72,240       

Cash dividends ($0.06 per share)

           (420,567)

BALANCE AT DECEMBER 31, 2018

 $8,185,160  $29,371,594  $(5,475,964) $41,925,545 


NOTE K — SUPPLEMENTAL CASH FLOW INFORMATION

 

The Company paid income taxes of approximately $1,846,000$259,000 and $8,000$1,846,000 in the nine months ended December 31, 20182019 and 2017,2018, respectively. The Company paid interest of $2,463 and $17,545 in the nine months ended December 31, 2018. The Company paid no interest in the nine months ended December 31, 2017. Non-cash financing activities consisted of accrued dividends of $1,051,4172019 and $70,094 in the nine-month periods ended December 31, 2018, and 2017, respectively. In the nine months ended December 31, 2017,2019, there were noncash transactions of $385,000totaling approximately $121,000 for the transfer of ownership of life insurance policies from the Company to officers upon their retirement. During the nine months ended December 31, 2019, non-cash investing activities consisted of the initial recognition of a finance lease right of use asset in the amount of $518,616.

 

 

NOTE JL — INCOME TAXES

 

For the nine months ended December 31, 2018,2019, the Company recorded an income tax benefit of $678,043, or 23.3% of pre-tax loss, compared to an income tax provision of $2,023,422, or 24.4% of pre-tax income, compared to $889,855, or 49.1% of pre-tax income, for the nine months ended December 31, 2017. The provision for the nine months ended December 31, 2017 has been adjusted by the retroactive application of the change in accounting principle disclosed in Note B.

On December 22, 2017, the U.S. government signed into law the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act, among other things, lowered the U.S. corporate income tax rate applicable to the Company from 34% to 21% effective January 1, 2018. For theboth nine months ended December 31, 2018,month periods, the Company’s effective tax rate differed from the corporatefederal statutory rate due primarily to the inclusion of state tax expenses or benefits in the Company’s income tax provision. For the nine months ended December 31, 2017, the Company’s effective tax rate differed from the corporate statutory rate due primarily to the re-measurement of deferred tax assets and liabilities according to the Tax Act.

Also on December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations where a registrant does not have the necessary information available, prepared or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 allowed companies to record provisional estimates during a measurement period not extending beyond one year from the Tax Act enactment date. As of December 22, 2018, the Company has completed the accounting for all impacts of the Tax Act and there have been no changes to previously recorded amounts.calculation.

 

 

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

Friedman Industries, Incorporated is a manufacturer and processor of steel products and operates in two reportable segments;segments: coil products and tubular products.

 

The coil product segment includes the operation of two hot-roll coil processing facilities; one in Hickman, Arkansas and the other in Decatur, Alabama. Each facility operates a temper mill and a cut-to-length line. The temper mill improves the flatness and surface qualities of the coils and the cut-to-length line levels the steel and cuts the coils into sheet and plate of prescribed lengths. Combined, the facilities are capable of cutting sheet and plate with thicknesses ranging from 14 gauge to ½” thick. The coil product segment sells its prime grade inventory under the Friedman Industries name but also maintains an inventory of non-standard coil products, consisting primarily of mill secondary and excess prime coils, which are sold through the Company’s XSCP division. The coil product segment also processes customer-owned coils on a fee basis. Effective April 1, 2018, the Company changed the inventory valuation method for the coil segment’s prime coil inventory from the LIFO method to the average cost method. The impact of this change in accounting principle to both the current fiscal year periods and, as applied retrospectively, to the comparable periods of the prior fiscal year are disclosed in Note B of the consolidated financial statements. Prior period information provided in this Management’s Discussion and Analysis has been updated to reflect the retrospective application of the change in accounting principle.


 

The tubular product segment consists of the Company’s Texas Tubular Products division (“TTP”) located in Lone Star, Texas. TTP operates two electric resistance welded pipe mills with a combined outside diameter (“OD”) size range of 2 3/8” OD to 8 5/8” OD. Both pipe mills are American Petroleum Institute (“API”) licensed to manufacture line pipe and oil country pipe and also manufacture pipe for structural purposes that meets other recognized industry standards. TTP has aan API licensed pipe finishing facility that threads and couples oil country tubular goods and performs other services that are customary in the pipe finishing process. The pipe finishing facility is API licensed and focuses on threading semi-premium connections. TTP’s inventory consists of raw materials and finished goods. Raw material inventory consists of hot-rolled steel coils that TTP will manufacture into pipe. Finished goods inventory consists of pipe TTP has manufactured and new mill reject pipe that TTP purchases from U.S. Steel Tubular Products, Inc. (“USS”).

 

Results of Operations

 

Nine Months Ended December 31, 20189 Compared to Nine Months Ended December 31, 20178

 

During the nine months ended December 31, 20182019 (the “2018“2019 period”), sales, costs of goods sold and gross profit increased $67,756,927, $60,457,679decreased $35,829,710, $24,503,814 and $7,299,248,$11,325,896, respectively, from the comparable amounts recorded during the nine months ended December 31, 20172018 (the “2017“2018 period”). The increasedecrease in sales was related to both an increasea decrease in tons sold and an increasea decrease in the average per ton selling price. Tons sold increaseddecreased approximately 53%10% from approximately 114,500 tons in the 2017 period to approximately 175,500 tons in the 2018 period to approximately 157,500 tons in the 2019 period. Discussion of the sales improvementdecline is expanded upon at the segment level in the following paragraphs. Gross profit as a percentage of sales increaseddecreased from approximately 6.2% in the 2017 period to approximately 8.3% in the 2018 period to approximately 0.7% in the 2019 period.

Our operating results are significantly impacted by the market price of hot-rolled steel coil. The Company experienced significant volatility in steel price during both the 2019 period and the 2018 period. In March 2018, the Administration of the U.S. government announced trade actions under Section 232 of the Trade Expansion Act related to imports of steel and aluminum products. In November 2017, steel prices began to rise on speculation of potential trade actions. The rising prices gained momentum in January 2018 when the Commerce Department’s recommendations were provided to the Administration. From January 2018, steel prices continued to rise approximately 40% until reaching a peak in July 2018. Prices held near a 10 year high until September 2018 when prices started to decline and continued that downward trend through October 2019, dropping approximately 50%. The steel price volatility translated into volatility in the Company’s operating results for the 2019 and 2018 periods. Results for the 2019 period were negatively impacted by sustained margin compression associated with declines in steel price while the 2018 period was positively impacted by stronger margins associated with increases in steel price.


 

Coil Segment

 

Coil product segment sales for the 20182019 period totaled $94,688,636$77,603,435 compared to $60,547,245$94,688,636 for the 20172018 period, representing a sales increasedecrease of $34,141,391$17,085,201 or approximately 56%18%. For a more complete understanding of the average selling prices of goods sold, it is helpful to isolate sales generated from processing of customer owned material and sales generated from coil segment inventory. Sales generated from processing of customer owned material totaled $578,891 for the 2019 period compared to $906,209 for the 2018 period compared to $947,651 for the 2017 period. Sales generated from coil segment inventory totaled $77,024,544 for the 2019 period compared to $93,782,427 for the 2018 period compared to $59,599,594 for the 2017 period. The increasedecrease in coil segment sales was driven by an increase in tons shipped from inventory and an increasea decrease in the average selling price per ton for these shipments. Inventory tons sold increasedof material from approximately 90,000 tons in the 2017 period to approximately 105,500 tons in the 2018 period.inventory. The average per ton selling price related to these shipments increaseddecreased from approximately $661 per ton in the 2017 period to approximately $890 per ton in the 2018 period to approximately $667 per ton in the 2019 period. The improved shippingaverage selling price decline was partially offset by an increase in the volume forof shipments. Inventory tons sold increased from approximately 105,500 tons in the 2018 period is attributable to increased demand among many ofapproximately 115,500 tons in the segment’s customers. Management believes the demand improvement was primarily related to the effects of the U.S. government’s Section 232 steel trade actions, sustained improvement of the U.S. energy industry and the steel industry and U.S. economic conditions in general.2019 period. Coil segment operations recorded operating profits of approximately $5,847,000$575,000 and $2,942,000$5,847,000 in the 20182019 and 20172018 periods, respectively.

 

The Company’s coil segment purchases itsMargins for the 2019 period were negatively impacted by declining hot-rolled steel prices and the effect of inventory from a limited numberwith higher average costs flowing through cost of suppliers. Loss of any of these suppliers could have a material adverse effect on the Company’s business.

Tubular Segment

Tubular product segment salesgoods sold. Margins for the 2018 period totaled $50,262,791 compared to $16,647,255 forwere positively impacted by increasing hot-rolled steel prices and the 2017 period, representing a sales increaseeffect of $33,615,536 or approximately 202%. For a more complete understanding of theinventory with lower average selling pricescosts flowing through cost of goods sold, it is helpful to isolate sales generated from the finishing of customer owned pipe and sales generated from tubular segment inventory.sold. Sales generated from finishing of customer owned pipe totaled $837,000 for the 2018 period compared to $1,664,256 for the 2017 period. Sales generated from tubular segment inventory totaled $49,425,791 for the 2018 period compared to $14,982,999 for the 2017 period. The increase in tubular segment sales was driven by an increase in tons shipped from inventory and an increase in the average selling price per ton for these shipments. Tons sold increased from approximately 24,500 tons in the 2017 period to approximately 70,000 tons in the 2018 period. The average per ton selling price related to these shipments increased from approximately $616 per ton in the 2017 period to approximately $704 per ton in the 2018 period. Tubular segment operations recorded operating profits of approximately $4,348,000 and $261,000 in the 2018 and 2017 periods, respectively.

Management believes thevolume improved tubular results aredue primarily related to the sustained recoverynumber of the U.S. energy industry and the segment’s new product offering of API line pipe. Late in the third quarter of fiscal 2018, TTP began actively producing, marketing and selling line pipe directly to distributors. Shipments of line pipe during the 2018 period totaled approximately 20,500 tons compared to approximately 2,000 tons in the 2017 period, accounting for approximately 41% of the 45,500 ton increase in total tubular sales volume. Management expects line pipe sales to be a significant component of total tubular segment sales moving forward.


Shipments of mill reject pipe during the 2018 period totaled approximately 38,000 tons compared to approximately 11,500 tons during the 2017 period, accounting for approximately 58% of the 45,500 ton increase in tubular sales volume. The increased shipping volume of mill reject pipe is due to improved demand and a concentrated effort to reduce the level of inventory.

Due to fluctuations in our customers’ needs, revenue related to the finishing of customer owned pipe decreased $827,256customers sold increasing from 144 in the 2018 period compared to the 2017 period.

USS has been the primary supplier of new mill reject pipe to the Company. In March 2016, USS announced it was temporarily idling pipe production at its Lone Star Tubular Operations facility due to weak market conditions. In December 2016, USS announced plans to permanently idle its #1 pipe mill at the Lone Star facility. In May 2017, USS resumed production at its Lone Star facility’s #2 pipe mill. In February 2019, USS announced plans to restart its Lone Star facility’s #1 pipe mill early in their third quarter of 2019. The Company expects the volume and size range of new mill reject pipe supply from USS to be reduced while the Lone Star facility’s #1 pipe mill remains idle. USS is also a significant customer of the tubular segment’s pipe-finishing facility. Loss of USS as a supplier or customer could have a material adverse effect on the Company’s business. In general, the tubular segment purchases its inventory from a limited number of suppliers. Loss of any of these suppliers could have a material adverse effect on the Company’s business.

General, Selling and Administrative Costs

During the 2018 period, general, selling and administrative costs increased $874,140 compared to the 2017 period. This increase was related primarily to increases in bonuses and commissions associated with the increased earnings and sales volume.

Income Taxes

Income taxes163 in the 2018 period increased $1,133,567 from the amount recorded in the 20172019 period. This increase was related primarily to the increase in earnings before taxes for the 2018 period compared to the 2017 period but partially offset due to effects of the Tax Cuts and Jobs Act (the “Tax Act”) that was enacted by the U.S. government on December 22, 2017. The Tax Act reduced the federal corporate tax rate applicable to the Company from 34% to 21% effective January 1, 2018.

Three Months Ended December 31, 2018 Compared to Three Months Ended December 31, 2017

During the three months ended December 31, 2018 (the “2018 quarter”), sales, costs of goods sold and gross profit increased $15,292,559, $15,086,609 and $205,950, respectively, compared to the amounts recorded during the three months ended December 31, 2017 (the “2017 quarter”). The increase in sales was related to both an increase in tons sold and an increase in the average per ton selling price. Tons sold increased approximately 23% from approximately 42,000 tons in the 2017 quarter to approximately 51,500 tons in the 2018 quarter. Discussion of the sales improvement is expanded upon at the segment level in the following paragraphs. Gross profit as a percentage of sales decreased from approximately 6.2% in the 2017 quarter to approximately 4.5% in the 2018 quarter.

Coil Segment

Coil product segment sales for the 2018 quarter totaled $28,730,992 compared to $22,409,571 for the 2017 quarter, representing a sales increase of $6,321,421 or approximately 28%. For a more complete understanding of the average selling prices of goods sold, it is helpful to isolate sales generated from processing of customer owned material and sales generated from coil segment inventory. Sales generated from processing of customer owned material totaled $305,289 for the 2018 quarter compared to $356,643 for the 2017 quarter. Sales generated from coil segment inventory totaled $28,425,703 for the 2018 quarter compared to $22,052,928 for the 2017 quarter. The increase in coil segment sales was driven by an increase in the average selling price per ton of material from inventory partially offset by a decrease in the volume of these shipments. The average per ton selling price related to these shipments increased from approximately $658 per ton in the 2017 quarter to approximately $905 per ton in the 2018 quarter. Inventory tons sold decreased from approximately 33,500 tons in the 2017 quarter to approximately 31,500 tons in the 2018 quarter. Coil segment operations recorded operating profits of approximately $744,000 and $1,233,000 in the 2018 and 2017 quarters, respectively.

The average selling price for the 2018 quarter was significantly higher than the 2017 quarter due to increased hot-rolled steel prices primarily associated with initial speculation and reaction to the U.S. government’s Section 232 steel trade actions and general steel industry and U.S. economic conditions. The price of hot-rolled steel increased steadily and significantly from the 2017 quarter and leading up to October 2018, the start of the 2018 quarter. During the 2018 quarter, hot-rolled steel prices decreased significantly and continued to decline into the Company’s fourth quarter. Management believes the decline in steel prices during the 2018 quarter was primarily associated with market participants managing inventory levels, temporary softness in the U.S. energy industry and uncertainty surrounding the volume and impact of foreign steel products at the start of 2019. As a result of the declining steel prices, the coil product segment experienced downward price pressure from its customers during the 2018 quarter. This downward price pressure combined with higher cost inventory making its way through cost of goods sold resulted in coil product segment margins contracting compared to the second quarter. Management expects further margin pressure in the fourth quarter due to steel prices continuing to decline during the first half of the fourth quarter. Around the start of February 2019, most domestic steel producers announced price increases for their products. Management believes the coil product segment’s margin compression will reverse if these price increases gain traction but the increases will take time to make their way through the supply chain to the consumers of the Company’s products. Management expects fourth quarter sales volume for the coil product segment to slightly exceed the third quarter volume.

 

The Company’s coil segment purchases its inventory from a limited number of suppliers. Loss of any of these suppliers could have a material adverse effect on the Company’s business.

 

Tubular Segment

 

Tubular product segment sales for the 2018 quarter2019 period totaled $14,595,088$31,518,282 compared to $5,623,950$50,262,791 for the 2017 quarter,2018 period, representing a sales increasedecrease of $8,971,138$18,744,509 or approximately 160%37%. For a more complete understanding of the average selling prices of goods sold, it is helpful to isolate sales generated from the finishing of customer owned pipe and sales generated from tubular segment inventory. Sales generatedThe Company did not generate any sales from finishing of customer owned pipe totaled $66,734 for the 2018 quarter. There was no revenue generated from finishing of customer owned pipe during the 2017 quarter.2019 period but generated sales of $837,000 for the 2018 period related to these services. Sales generated from tubular segment inventory totaled $14,528,354$31,518,282 for the 2019 period compared to $49,425,791 for the 2018 quarter compared to $5,623,950 for the 2017 quarter. The increase in tubular segment sales was driven by an increase in tons shipped from inventory and an increase in the average selling price per ton for these shipments.period. Tons sold increaseddecreased from approximately 8,500 tons in the 2017 quarter to approximately 20,00070,000 tons in the 2018 quarter.period to approximately 42,000 tons in the 2019 period. The average per ton selling price related to these shipments increased from approximately $648 per ton in the 2017 quarter to approximately $723$704 per ton in the 2018 quarter.period to approximately $750 per ton in the 2019 period. Tubular segment operations recorded an operating loss of approximately $1,670,000 in the 2019 period and an operating profit of approximately $650,000$4,348,000 in the 2018 quarter and an operating loss of approximately $53,000 in the 2017 quarter.period.

 


Management believesOperating results for the improved tubular results are primarily related to the sustained recovery of2019 period were negatively impacted by compressed margins associated with declining hot-rolled steel prices and softness in the U.S. energy industryindustry. In contrast, the 2018 period was positively impacted by strong margins associated with increasing steel prices and a stronger U.S. energy market. The average selling price for the tubular segment increased in the 2019 period due to a shift in the segment’s sales mix between mill reject pipe and the segment’s new product offering of API lineCompany’s manufactured pipe. Late inThe average selling price associated with the third quarter of fiscal 2018, TTP began actively producing, marketing andCompany’s manufactured pipe is more than the average selling line pipe directly to distributors. Shipments of line pipe during the 2018 quarter totaled approximately 6,500 tons compared to approximately 2,000 tons in the 2017 quarter, accounting for approximately 39% of the 11,500 ton increase in total tubular sales volume. Management expects line pipe sales to be a significant component of total tubular segment sales moving forward.

price associated with mill reject pipe. Shipments of mill reject pipe duringdecreased from approximately 38,000 tons in the 2018 quarter totaledperiod to approximately 10,50013,500 tons compared to 4,000 tons duringin the 2017 quarter, accounting for approximately 57% of the 11,500 ton increase in total tubular sales volume.2019 period. The increasedhigher shipping volume of mill reject pipe isin the 2018 period was due primarily to improved demand and a concentratedstrategic effort to reduce the level of inventory.

Revenue related to the finishing of customer owned pipe was $66,734 for the 2018 quarter. No revenue was generated from the finishing of customer owned pipe during the 2017 quarter. For the fourth quarter, management expects a low level of activity similar to that of the third quarter. These revenues are generated at the Company’s pipe finishing facility that commenced operations in May 2017. The facility is designed to function optimally as a high volume processing facility with a small customer base. Operations at the facility have been sporadic as new customer relationships evolve and due to some fluctuation in the energy industry and the steel industry in general. In addition to cultivating existing customer relationships, management continues to seek additional customers that are a strategic fit for the facility. Management will continue to evaluate the long-term operating potential of the facility on a continual basis.

Compared to the second quarter, the tubular segment also experienced margin compression during the third quarter related to the decline in hot-rolled steel prices and higher cost inventory making its way through cost of goods sold. Management expects continued margin compression into the fourth quarter associated with these factors and additional pressure on selling prices due to an increased presence of foreign material associated with Section 232 quotas resetting at the start of 2019.

USS has been the primary supplier of new mill reject pipe to the Company. In March 2016, USS announced it was temporarily idling pipe production at its Lone Star Tubular Operations facility due to weak market conditions. Ininventory. At December 2016, USS announced plans to permanently idle its #1 pipe mill at the Lone Star facility. In May 2017, USS resumed production at its Lone Star facility’s #2 pipe mill. In February31, 2019, USS announced plans to restart its Lone Star facility’s #1 pipe mill early in their third quarter of 2019. The Company expects the volume and size range of new mill reject pipe supplyinventory was at a desired level. Shipments of manufactured pipe decreased from USSapproximately 32,000 tons in the 2018 period to be reduced whileapproximately 28,500 tons in the Lone Star facility’s #1 pipe mill remains idle. USS is also a significant customer of the tubular segment’s pipe-finishing facility. Loss of USS as a supplier or customer could have a material adverse effect on the2019 period.

The Company’s business. In general, the tubular segment purchases its inventory from a limited number of suppliers. Loss of any of these suppliers could have a material adverse effect on the Company’s business.

 

General, Selling and Administrative Costs

During the 2019 period, general, selling and administrative costs decreased $173,649 compared to the 2018 period. This decrease was related primarily to decreases in bonuses and commissions associated with the decreased earnings.

Income Taxes

 

Income taxes in the 2018 quarter2019 period decreased $343,873$2,701,465 from the amount recorded in the 20172018 period. This decrease was related primarily to the decrease in earnings before taxes for the 2019 period compared to the 2018 period.


Three Months Ended December 31, 2019 Compared to Three Months Ended December 31, 2018

During the three months ended December 31, 2019 (the “2019 quarter”), sales, costs of goods sold and gross profit decreased $15,175,263, $13,297,712 and $1,877,551, respectively, compared to the amounts recorded during the three months ended December 31, 2018 (the “2018 quarter”). The decrease in sales was related to both a decrease in tons sold and a decline in the average per ton selling price. Tons sold decreased approximately 12% from approximately 51,500 tons in the 2018 quarter to approximately 45,500 tons in the 2019 quarter. Discussion of the sales decline is expanded upon at the segment level in the following paragraphs. Gross profit as a percentage of sales decreased from approximately 4.5% in the 2018 quarter to approximately 0.2% in the 2019 quarter.

In the 2019 quarter, hot-rolled steel prices continued to decline until the end of October 2019 when domestic steel producers announced price increases and continued to increase prices throughout the remainder of the 2019 quarter. However, the Company continued to see downward sales price pressure and constrained margins throughout the 2019 quarter due to the time it takes for price changes to filter through the supply chain. In the 2018 quarter, hot-rolled steel prices started declining after a preceding period of approximately nine months where steel prices increased significantly. The 2018 quarter marked the start of a period of margin compression that would continue through the 2019 quarter.

Coil Segment

Coil product segment sales for the 2019 quarter totaled $21,001,358 compared to $28,730,992 for the 2018 quarter, representing a sales decrease of $7,729,634 or approximately 27%. For a more complete understanding of the average selling prices of goods sold, it is helpful to isolate sales generated from processing of customer owned material and sales generated from coil segment inventory. Sales generated from processing of customer owned material totaled $185,870 for the 2019 quarter compared to $305,289 for the 2018 quarter. Sales generated from coil segment inventory totaled $20,815,488 for the 2019 quarter compared to $28,425,703 for the 2018 quarter. The decrease in coil segment sales was driven by a decrease in the average selling price per ton of material from inventory partially offset by an increase in the volume of these shipments. The average per ton selling price related to these shipments decreased from approximately $905 per ton in the 2018 quarter to approximately $600 per ton in the 2019 quarter. Inventory tons sold increased from approximately 31,500 tons in the 2018 quarter to approximately 34,500 tons in the 2019 quarter. Coil segment operations recorded an operating loss of approximately $93,000 in the 2019 quarter and an operating profit of approximately $744,000 in the 2018 quarter.

Operating results for the 2019 quarter were negatively impacted by the continued margin compression associated with the recent decline in hot-rolled steel prices. Operating results for the 2018 quarter were positively impacted by the lasting effect of a significant increase in hot-rolled steel prices leading up to the 2018 quarter. Sales volume improved due primarily to the number of customers sold increasing from 97 in the 2018 quarter to 114 in the 2019 quarter.

The Company’s coil segment purchases its inventory from a limited number of suppliers. Loss of any of these suppliers could have a material adverse effect on the Company’s business.

Tubular Segment

Tubular product segment sales for the 2019 quarter totaled $7,149,459 compared to $14,595,088 for the 2018 quarter, representing a sales decrease of $7,445,629 or approximately 51%. For a more complete understanding of the average selling prices of goods sold, it is helpful to isolate sales generated from the finishing of customer owned pipe and sales generated from tubular segment inventory. The Company did not generate any sales from the finishing of customer owned pipe during the 2019 quarter but generated sales of $66,734 for the 2018 quarter related to these services. Sales generated from tubular segment inventory totaled $7,149,459 for the 2019 quarter compared to $14,528,354 for the 2018 quarter. The decrease in tubular segment sales was driven by a decrease in tons shipped from inventory and a decrease in the average selling price per ton for these shipments. Tons sold decreased from approximately 20,000 tons in the 2018 quarter to approximately 11,000 tons in the 2019 quarter. The average per ton selling price related to these shipments decreased from approximately $723 per ton in the 2018 quarter to approximately $646 per ton in the 2019 quarter. Tubular segment operations recorded an operating loss of approximately $468,000 in the 2019 quarter and an operating profit of approximately $650,000 in the 2018 quarter.

Operating results for the 2019 quarter were negatively impacted by compressed margins associated with the recent decline in hot-rolled steel prices and softness in the U.S. energy industry. In contrast, the 2018 quarter was positively impacted by stronger margins associated with the benefits of a significant increase in hot-rolled steel prices leading up to the 2018 quarter and a stronger U.S. energy industry. Shipments of mill reject pipe decreased from approximately 10,500 tons in the 2018 quarter to approximately 3,500 tons in the 2019 quarter. The higher shipping volume of mill reject pipe in the 2018 quarter was due primarily to a strategic effort to reduce the level of mill reject pipe inventory. At December 31, 2019, mill reject pipe inventory was at a desired level. Shipments of manufactured pipe declined from approximately 9,500 tons in the 2018 quarter to approximately 7,500 tons in the 2019 quarter due primarily to increased softness in the U.S. energy industry.

The Company’s tubular segment purchases its inventory from a limited number of suppliers. Loss of any of these suppliers could have a material adverse effect on the Company’s business.

General, Selling and Administrative Costs

During the 2019 quarter, general, selling and administrative costs increased $146,293 compared to the 2018 quarter. This increase was related primarily to an increase in selling expenses primarily associated with the expansion of our sales force and an increase in corporate expenses primarily associated with the recognition of bad debt expense.

Income Taxes

Income taxes in the 2019 quarter decreased $480,644 from the amount recorded in the 2018 quarter. This decrease was related primarily to the 2017 quarter containing the impact from re-measuring deferred tax assets and liabilities pursuant to the Tax Act enacted during the 2017 quarter. The decrease is also associated with the Tax Act reducing the federal corporate tax rate applicable to the Company from 34% to 21% effective January 1, 2018. These circumstances contributing to decreased income taxes were partially offset by the increase in earnings before taxtaxes for the 2019 quarter compared to the 2018 quarter.


 

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES 

 

We believe the Company remained in a strong, liquid position at December 31, 2018.2019. The current ratio of current assets to current liabilities was 4.5 and 6.15.4 at December 31, 20182019 and 6.0 at March 31, 2018, respectively.2019. Working capital was $62,024,110$56,420,996 at December 31, 20182019 and $56,238,771$62,091,305 at March 31, 2018.2019.

 

At December 31, 2018,2019, the Company maintained assets and liabilities at levels it believed were commensurate with operations. Changes in balance sheet amounts occurred in the ordinary course of business. Cash decreasedincreased primarily as a result of the purchase ofreductions in accounts receivable and inventory the purchase ofpartially offset by expenditures for property, plant and equipment and the payment of cash dividends partially offset by net earnings and an increase in accounts payable. The balance of accounts payable and inventory rose considerably due to the volume and timing of inventory purchases for both the Company’s coil and tubular segments.dividends. The Company expects to continue to monitor, evaluate and manage balance sheet components depending on changes in market conditions and the Company’s operations.

 

InThe Company commenced two capital expenditure projects during the December 2018,31, 2019 quarter. The first project is a building expansion at the Company’s $7,500,000 revolvingcoil processing facility in Hickman, Arkansas. The project will add an additional 22,000 square feet of storage space to the facility. We expect that the additional space will facilitate efficiency and safety improvements and will provide necessary space for future growth. This project is estimated to be complete by April 2020 with an estimated cost of $1,100,000. The second project involves the installation of a stretcher leveler coil processing line at the Company’s coil processing facility in Decatur, Alabama. This equipment will replace the existing processing equipment that is currently present at the Decatur plant and will expand both the size range and grade of credit facility expiredmaterial that Decatur is able to process. In relation to the current processing capabilities of the coil segment overall, the new equipment will increase the segment’s ability to process coils from up to 72” wide to up to 96” wide and will also allow for processing of higher strength grades than the segment’s current equipment is capable. The equipment is being constructed, fabricated and installed by Delta Steel Technologies. The Company put into place acurrently expects installation of the new equipment to begin in October 2020 and expects commercial use to begin in February 2021. The Company currently estimates the cost of this project to be $5,800,000. The expenditures related to both of these projects are reported as Construction in Progress on the Company’s Condensed Consolidated Balance Sheet.

On December 12, 2019, the Company’s $5,000,000 revolving line of credit facility (the “Credit Facility”) that expires December 12, 2019. Access toexpired and was not renewed. The Company did not have any borrowings outstanding under the Credit Facility at expiration and did not advance any funds under the Credit Facility is subject to a borrowing base requirement. The borrowing base is calculated as 80% of eligible tubular segment accounts receivable plus 40% of eligible tubular segment inventory. The total amount contributed toduring the borrowing base by eligible inventory shall not exceed $3,000,000. Atquarter ended December 31, 2018 and as of the filing date of this quarterly report on Form 10-Q, the borrowing base calculations would allow the Company access to the full $5,000,000 available under the Credit Facility. At December 31, 2018 and as of the filing date of this quarterly report on Form 10-Q, the Company had no borrowings outstanding under the Credit Facility. The Company was not in violation of any terms or covenants related to the Credit Facility as of the filing date of this quarterly report on Form 10-Q.2019.


 

The Company believes that its current cash position along with operating cash flow potentialflows from operations and borrowing capability due to its financial position are adequate to fund its expected cash requirements for the next 24 months.

 

 

CRITICAL ACCOUNTING POLICIES

 

The preparation of consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Significant estimates that are subject to the Company’s assumptions include the determination of useful lives for fixed assets, and the determination of the allowance for doubtful accounts.accounts and the determination of net realizable value relative to inventory. The determination of useful lives for depreciation of fixed assets requires the Company to make assumptions regarding the future productivity of the Company’s fixed assets. The allowance for doubtful accounts requires the Company to draw conclusions on the future collectability of the Company’s accounts receivable. The determination of net realizable value when reviewing inventory value requires the Company to makes assumptions concerning sales trends, customer demand and steel industry market conditions. Actual results could differ from these estimates.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

From time to time, the Company may make certain statements that contain forward-looking information (as defined in the Private Securities Litigation Reform Act of 1996, as amended) and that involve risk and uncertainty. Such statements may include those risks disclosed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this report. These forward-looking statements may include, but are not limited to, future changes in the Company’s financial condition or results of operations, future production capacity, product quality and proposed expansion plans. Forward-looking statements may be made by management orally or in writing including, but not limited to, this Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the Company’s Annual Report on Form 10-K and its other Quarterly Reports on Form 10-Q. Forward-lookingForward looking statements include those preceded by, followed by or including the words “will,” “expect,” “intended,” “anticipated,” “believe,” “project,” “forecast,” “propose,” “plan,” “estimate,” “enable,” and similar expressions, including, for example, statements about our business strategy, our industry, our future profitability, growth in the industry sectors we serve, our expectations, beliefs, plans, strategies, objectives, prospects and assumptions, and estimates and projections of future activity and trends in the oil and natural gas industry. These forward-looking statements are not guarantees of future performance. These statements are based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Although forward-looking statements reflect our current beliefs, reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Actual results and trends in the future may differ materially depending on a variety of factors including, but not limited to, changes in the demand for and prices of the Company’s products, changes in government policy regarding steel, changes in the demand for steel and steel products in general, and the Company’s success in executing its internal operating plans, including any proposed expansion plans.changes in and availability of raw materials, our ability to satisfy our take or pay obligations under certain supply agreements, unplanned shutdowns of our production facilities due to equipment failures or other issues, increased competition from alternative materials and risks concerning innovation, new technologies, products and increasing customer requirements. Accordingly, undue reliance should not be placed on our forward-lookingforward looking statements. We undertake no obligation to publicly update or revise any forward-lookingforward looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except to the extent law requires.

 


Item  3.

Quantitative and Qualitative Disclosures About Market Risk

 

Not required

 

Item 4.

Controls and Procedures

 

The Company’s management, with the participation of the Company’s principal executive officer (“CEO”) and principal financial officer, 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 Exchange Act), as of the end of the fiscal quarter ended December 31, 2018.2019. Based on this evaluation, the Company’s CEO and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the fiscal quarter ended December 31, 20182019 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 principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended December 31, 20182019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 


 

 

FRIEDMAN INDUSTRIES, INCORPORATED

Three Months Ended December 31, 20182019

 

Part II — OTHER INFORMATION

 

Item 6.

Exhibits

 

Exhibits

 

 

   

3.1

Articles of Incorporation of the Company, as amended (incorporated by reference from Exhibit 3.1 to the Company’s Form S-8 filed on December 21, 2016).

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 (incorporated by reference from Exhibit 3.1 to the Company’s Form S-8 filed on December 21, 2016).

3.3

Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Company’s Form S-8 filed on December 21, 2016).

10.1

Revolving Line of Credit Loan Agreement, dated December 12, 2018 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 18, 2018).

10.2

Promissory Note, dated December 12, 2018 (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 18, 2018).

10.3

Commercial Security Agreement, dated December 12, 2018 (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on December 18, 2018).

31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Robert SparkmanMichael J. Taylor

31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by 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 Robert SparkmanMichael J. Taylor

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 Alex LaRue

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Schema Document

101.CAL

XBRL Calculation Linkbase Document

101.DEF

XBRL Definition Linkbase Document

101.LAB

XBRL Label Linkbase Document

101.PRE

XBRL Presentation Linkbase Document

 


 

 

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.

 

 

 

FRIEDMAN INDUSTRIES,

INCORPORATED

    

Date: February 14, 20192020

 

 

 

 

 

By

/s/ ALEX LARUE

 

 

 

Alex LaRue, Chief Financial Officer –

Secretary and Treasurer

(Principal Financial Officer)

 

1617