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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 2001
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)
<Table>
TEXAS 74-1504405
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
</Table>
4001 HOMESTEAD ROAD, HOUSTON, TEXAS 77028-5585
(Address of principal executive office zip code)
Registrant's telephone number, including area code (713) 672-9433
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Former name, former address and former fiscal year, if changed since last report
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
At September 30, 2001, the number of shares outstanding of the issuer's
only class of stock was 7,568,839 shares of Common Stock.
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PART I -- FINANCIAL INFORMATION
FRIEDMAN INDUSTRIES, INCORPORATED
CONSOLIDATED BALANCE SHEETS -- UNAUDITED
ASSETS
<Table>
<Caption>
SEPTEMBER 30, 2001 MARCH 31, 2001
------------------ --------------
CURRENT ASSETS
Cash and cash equivalents................................. $ 989,148 $ 669,076
Accounts receivable....................................... 8,977,300 10,584,735
Inventories -- Note B..................................... 25,385,628 28,817,375
Prepaid expenses and other current assets................. 282,416 160,143
------------ ------------
Total Current Assets.............................. 35,634,492 40,231,329
PROPERTY, PLANT AND EQUIPMENT
Land...................................................... 221,543 221,543
Buildings and improvements................................ 3,621,121 3,346,912
Machinery and equipment................................... 16,477,700 16,458,899
Less allowance for depreciation........................... (13,647,991) (13,201,590)
------------ ------------
6,672,373 6,825,764
OTHER ASSETS
Cash value of officers' life insurance.................... 974,603 953,419
------------ ------------
$ 43,281,468 $ 48,010,512
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable and accrued expenses............... $ 5,489,621 $ 10,443,848
Current portion of long-term debt......................... 800,000 800,000
Dividends payable......................................... 227,131 302,746
Contribution to profit-sharing plan....................... 144,000 288,000
Income taxes payable...................................... 51,603 127,209
Deferred Credit for LIFO replacement -- Note B............ 572,396 --
Employee compensation and related expenses................ 333,467 309,999
------------ ------------
Total Current Liabilities......................... 7,618,218 12,271,802
LONG-TERM DEBT, less current portion........................ 4,400,000 4,800,000
PROVISION FOR NONPENSION RETIREMENT BENEFITS................ 113,000 113,000
DEFERRED INCOME TAXES....................................... 464,560 447,560
STOCKHOLDERS' EQUITY
Common stock:
Par value $1 per share:
Authorized 10,000,000 shares; Issued and outstanding
shares -- 7,568,839 at September 30, 2001 and March
31, 2001, respectively............................... 7,568,839 7,568,839
Additional paid-in capital................................ 27,703,829 27,703,829
Retained deficit.......................................... (4,586,978) (4,894,518)
------------ ------------
Total Stockholders' Equity........................ 30,685,690 30,378,150
------------ ------------
$ 43,281,468 $ 48,010,512
============ ============
</Table>
1
FRIEDMAN INDUSTRIES, INCORPORATED
CONSOLIDATED STATEMENTS OF EARNINGS -- UNAUDITED
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Net sales................................ $24,975,561 $31,064,827 $52,861,224 $63,339,757
Costs and expenses
Costs of goods sold.................... 23,276,854 28,585,878 49,291,024 58,267,509
General, selling and administrative
costs............................... 1,026,197 1,131,146 2,127,443 2,398,957
Interest............................... 79,867 158,687 188,949 323,556
----------- ----------- ----------- -----------
24,382,918 29,875,711 51,607,416 60,990,022
Interest and other income................ (9,354) (30,094) (15,002) (89,956)
----------- ----------- ----------- -----------
Earnings before federal income taxes..... 601,997 1,219,210 1,268,810 2,439,691
Provision (benefit) for federal income
taxes:
Current................................ 196,178 401,031 414,394 802,494
Deferred............................... 8,500 13,500 17,000 27,000
----------- ----------- ----------- -----------
204,678 414,531 431,394 829,494
----------- ----------- ----------- -----------
Net earnings............................. $ 397,319 $ 804,679 $ 837,416 $ 1,610,197
=========== =========== =========== ===========
Average number of common shares
outstanding:
Basic.................................. 7,568,839 7,548,921 7,568,839 7,548,921
Diluted................................ 7,568,839 7,548,921 7,568,839 7,548,921
Net earnings per share:
Basic.................................. $ 0.05 $ 0.11 $ 0.11 $ 0.21
Diluted................................ $ 0.05 $ 0.11 $ 0.11 $ 0.21
Cash dividends declared per common
share.................................. $ 0.03 $ 0.04 $ 0.07 $ 0.08
</Table>
2
FRIEDMAN INDUSTRIES, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS -- UNAUDITED
<Table>
<Caption>
SIX MONTHS ENDED
SEPTEMBER 30,
--------------------------
2001 2000
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OPERATING ACTIVITIES
Net earnings.............................................. $ 837,416 $ 1,610,197
Adjustments to reconcile net earnings to cash provided by
operating activities:
Depreciation........................................... 446,400 520,875
Provision for deferred taxes........................... 17,000 27,000
Decrease (increase) in operating assets:
Accounts receivable.................................... 1,607,435 3,015,777
Inventories............................................ 3,431,747 (6,209,234)
Other.................................................. (122,273) (258,536)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses.................. (4,954,227) 2,492,305
Contribution to profit-sharing plan.................... (144,000) (136,000)
Employee compensation and related expenses............. 23,468 35,604
Federal income taxes payable........................... (75,606) (122,506)
Deferred credit for LIFO replacement................... 572,396 --
----------- -----------
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES..................................... 1,639,756 975,482
INVESTING ACTIVITIES
Purchase of property, plant and equipment................. (293,009) (219,371)
(Increase) decrease in cash value of officers' life
insurance.............................................. (21,184) (195,865)
----------- -----------
NET CASH PROVIDED (USED) IN INVESTING
ACTIVITIES..................................... (314,193) (415,236)
FINANCING ACTIVITIES
Cash dividends paid....................................... (605,491) (590,550)
Principal payments on long-term debt...................... (400,000) (400,000)
Exercise of stock options................................. -- 2,623
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NET CASH PROVIDED (USED) IN FINANCING
ACTIVITIES..................................... (1,005,491) (987,927)
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............ 320,072 (427,681)
Cash and cash equivalents at beginning of period.......... 669,076 443,818
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 989,148 $ 16,137
=========== ===========
</Table>
3
FRIEDMAN INDUSTRIES, INCORPORATED
NOTES TO QUARTERLY REPORT -- UNAUDITED
SIX MONTHS ENDED SEPTEMBER 30, 2001
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 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 financial statements and footnotes included in the Company's annual
report on Form 10-K for the year ended March 31, 2001.
NOTE B -- INVENTORIES
Coil inventory consists primarily of raw materials. Tubular inventory is
comprised of both raw materials and finished goods. Coil inventories are valued
at the lower of cost (on the last-in, first-out (LIFO) method) or market. During
the quarter ended September 30, 2001, a liquidation of the base period
inventories was experienced and a portion of this liquidation is expected to be
replaced by fiscal year end. Accordingly, costs of goods sold was charged and a
deferred credit was established for the difference ($572,396) between the
estimated replacement cost and the liquidated LIFO base. LIFO inventories that
are not expected to be replaced resulted in a liquidation of LIFO inventories
carried at costs prevailing in preceding years as compared to current costs, the
effect of which decreased costs of goods sold and increased earnings before
taxes by approximately $131,000.
NOTE C -- SEGMENT INFORMATION
<Table>
<Caption>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
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2001 2000 2001 2000
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(IN THOUSANDS) (IN THOUSANDS)
Net sales
Coil processing..................................... $12,251 $17,356 $26,261 $37,267
Tubular............................................. 12,725 13,709 26,600 26,073
------- ------- ------- -------
Total net sales............................. $24,976 $31,065 $52,861 $63,340
======= ======= ======= =======
Operating profit
Coil processing..................................... $ 260 $ 478 $ 196 $ 795
Tubular............................................. 887 1,392 2,287 3,109
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Total operating profit...................... 1,147 1,870 2,483 3,904
Corporate expenses.................................. 474 522 1,040 1,230
Interest expense.................................... 80 159 189 324
Interest & other income............................. (9) (30) (15) (90)
------- ------- ------- -------
Total earnings before taxes................. $ 602 $ 1,219 $ 1,269 $ 2,440
======= ======= ======= =======
</Table>
<Table>
<Caption>
SEPTEMBER 30,
------------------
2001 2000
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(IN THOUSANDS)
Segment assets
Coil processing........................................... $18,250 $26,182
Tubular................................................... 22,993 20,628
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41,243 46,810
Corporate assets.......................................... 2,038 1,215
------- -------
Total assets...................................... $43,281 $48,025
======= =======
</Table>
4
FRIEDMAN INDUSTRIES, INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30,
2000
During the six months ended September 30, 2001, sales, costs of goods sold
and gross profit decreased $10,478,533, $8,976,485 and $1,502,048, respectively,
from the comparable amounts recorded during the six months ended September 30,
2000. The decreases in sales and costs of goods sold were primarily related to
the Company's coil operations which reflected a decline in tons sold of
approximately 14% and a decrease in the average selling price per ton of
approximately 18%. During the 2001 period, soft market conditions continued to
have the effect of generating intense competition for available sales that
adversely affected coil product sales and related gross profit. Gross profit
earned on tubular products also decreased from the comparable amount recorded
during the 2000 period. Even though tubular operations recorded an increase in
tons sold of approximately 11%, softer market conditions for tubular products
generated reduced margins.
General, selling and administrative costs decreased $271,514 from the
amount recorded during the 2000 period. This decline was related primarily to
variable expenses associated with volume and/or earnings.
Interest expense decreased $134,607 from the amount recorded during the
2000 period. This decrease was primarily related to a decline in debt associated
with working capital requirements.
Interest and other income declined $74,954 primarily as the result of a
decrease in average invested cash positions and a substantial decrease in
interest rates paid on such positions in the 2001 period.
Federal income taxes decreased $398,100 from the comparable amount recorded
during the 2000 period. This decrease was primarily related to the decrease in
earnings before taxes as the effective tax rates were the same for both periods.
THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2000
During the quarter ended September 30, 2001, sales, costs of goods sold and
gross profit decreased $6,089,266, $5,309,024 and $780,242, respectively, from
the comparable amounts recorded during the quarter ended September 30, 2000.
These declines were related to both coil and tubular operations. Coil operations
were adversely affected by an approximate 16% decrease in tons sold and a
reduction of approximately 16% in the average selling price per ton. Tubular
operations maintained volume but the average per ton selling price of these
products declined approximately 9%. These declines contributed to the decrease
in gross profit of 31.5%. Management believes soft market conditions for the
Company's products and services are related to the overall weakness in the
economy.
Interest expense decreased $78,820 from the amount recorded during the 2000
quarter. This decrease was related primarily to a decrease in debt associated
with working capital requirements.
Interest and other income decreased $20,740 primarily as a result of a
decrease in average invested cash positions and a substantial decrease in
interest rates paid on such positions in the 2001 quarter.
Federal income taxes decreased $209,853 from the comparable amount recorded
during the 2000 quarter. This decrease was primarily related to the decrease in
earnings before taxes as the effective tax rates were the same for both
quarters.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
The Company remained in a strong, liquid position at September 30, 2001.
Current ratios were 4.7 and 3.3 at September 30, 2001 and March 31, 2001,
respectively. Working capital was $28,016,274 at September 30, 2001 and
$27,959,527 at March 31, 2001. Inventories and trade accounts payable declined
$3,431,747 and $4,954,227, respectively. The Company reduced coil inventories
during the six months ended Septem-
5
ber 30, 2001 to a level more commensurate with operations. This reduction was
the principal factor in the decrease in trade accounts payable.
The Company has a credit arrangement with a bank which provides for a
revolving line of credit facility (the "revolving facility") and a term credit
facility (the "term facility"). Pursuant to the revolving facility which expires
April 1, 2004, the Company may borrow up to $10 million at an interest rate no
greater than the bank's prime rate. At September 30, 2001, the Company had
borrowings outstanding under the revolving facility of $4 million. The amount
outstanding under the term facility bears interest at a stated rate of LIBOR
plus 1.25% and requires quarterly principal payments of $200,000 plus accrued
interest through March 1, 2003. In July 1997, the Company entered into a swap
transaction with the bank pursuant to which it exchanged the term facility's
LIBOR-based interest rate obligation for a fixed interest rate obligation of 8%
to remain in effect for the entire term of the term facility. As of September
30, 2001, the principal amount of indebtedness outstanding under the term
facility was $1.2 million.
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) and that involve risk and uncertainty. These forward-looking
statements may include, but are not limited to, future results of operations,
future production capacity and product quality. 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 Securities and
Exchange Commission under the Securities Act of 1933 and the Securities Exchange
Act of 1934. 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 and prices for the Company's products, changes in the demand for steel
and steel products in general and the Company's success in executing its
internal operations plans.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not material.
6
FRIEDMAN INDUSTRIES, INCORPORATED
SIX MONTHS ENDED SEPTEMBER 30, 2001
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES
a). Not applicable
b). Not applicable
c). Not applicable
d). Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
a). Not applicable
b). Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held on August 30, 2001, the
Company's shareholders elected nine directors to the Company's Board of
Directors. The number of shares voted for and withheld with respect to the
election of each director was as follows:
<Table>
<Caption>
NAME SHARES VOTED FOR SHARES WITHHELD
---- ---------------- ---------------
Jack Friedman......................................... 6,998,609 93,781
Harold Friedman....................................... 6,998,790 93,600
William E. Crow....................................... 6,998,790 93,600
Charles W. Hall....................................... 6,999,154 93,236
Alan M. Rauch......................................... 7,013,287 79,103
Hershel M. Rich....................................... 7,012,306 80,084
Henry Spira........................................... 7,012,567 79,823
Kirk K. Weaver........................................ 7,008,640 83,750
Joe L. Williams....................................... 6,967,107 125,283
</Table>
ITEM 5. OTHER INFORMATION
On September 28, 2001, the Company announced the closing of its Houston
coil processing facility effective November 6, 2001. The Houston facility had
been a marginal producer in recent years and management believed that the
capital required to run the operation could be more efficiently deployed in
other Company business. The Company did not incur and does not expect to incur a
loss relative to the liquidation of the assets of this facility. Nonrecurring
charges associated with the closing were not significant.
Corporate headquarters of the Company will remain in Houston, Texas.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a). Exhibits
None
b). Reports on Form 8-K
None
7
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 November 13, 2001 By /s/ BEN HARPER
------------------------------------
Ben Harper, Senior Vice
President-Finance
(Chief Accounting Officer)
Date November 13, 2001 By /s/ HAROLD FRIEDMAN
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Harold Friedman, Vice Chairman
of the Board
8