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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 JUNE 30, 2002
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 June 30, 2002, the number of shares outstanding of the issuer's only
class of stock was 7,571,239 shares of Common Stock.
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FRIEDMAN INDUSTRIES, INCORPORATED
CONSOLIDATED BALANCE SHEETS -- UNAUDITED
ASSETS
<Table>
<Caption>
JUNE 30, 2002 MARCH 31, 2002
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CURRENT ASSETS
Cash and cash equivalents................................. $ 2,095,404 $ 4,683,894
Accounts receivable....................................... 7,756,648 7,485,217
Inventories -- Note B..................................... 22,093,793 23,502,201
Prepaid expenses and other current assets................. 189,276 135,676
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Total Current Assets.............................. 32,135,121 35,806,988
PROPERTY, PLANT AND EQUIPMENT
Land...................................................... 221,543 221,543
Buildings and improvements................................ 3,981,154 3,981,154
Machinery and equipment................................... 17,051,527 16,910,763
Less allowance for depreciation........................... (14,204,789) (13,963,024)
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7,049,435 7,150,436
OTHER ASSETS
Cash value of officers' life insurance.................... 1,050,215 1,029,031
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$ 40,234,771 $ 43,986,455
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable and accrued expenses............... $ 7,552,360 $ 9,353,386
Current portion of long-term debt......................... 668,496 833,750
Dividends payable......................................... 151,421 75,710
Contribution to profit-sharing plan....................... 66,000 260,000
Income taxes payable...................................... 222,249 87,472
Employee compensation and related expenses................ 195,897 186,788
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Total Current Liabilities......................... 8,856,423 10,797,106
LONG-TERM DEBT, less current portion........................ 108,702 2,053,438
PROVISION FOR NONPENSION RETIREMENT BENEFITS................ 163,000 163,000
DEFERRED INCOME TAXES....................................... 489,560 481,560
STOCKHOLDERS' EQUITY
Common stock:
Par value $1 per share:
Authorized 10,000,000 shares; Issued and outstanding
shares -- 7,571,239 at June 30, 2002 and March 31,
2002, respectively................................... 7,571,239 7,571,239
Additional paid-in capital................................ 27,707,309 27,707,309
Retained deficit.......................................... (4,661,462) (4,787,197)
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Total Stockholders' Equity........................ 30,617,086 30,491,351
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$ 40,234,771 $ 43,986,455
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</Table>
1
FRIEDMAN INDUSTRIES, INCORPORATED
CONSOLIDATED STATEMENTS OF EARNINGS -- UNAUDITED
<Table>
<Caption>
THREE MONTHS ENDED JUNE 30,
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2002 2001
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Net sales................................................... $25,561,298 $27,885,663
Costs and expenses
Costs of goods sold....................................... 24,092,780 26,014,170
General, selling and administrative costs................. 1,043,996 1,101,246
Interest.................................................. 30,114 109,082
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25,166,890 27,224,498
Interest and other income................................... (25,524) (5,648)
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Earnings before federal income taxes........................ 419,932 666,813
Provision (benefit) for federal income taxes:
Current................................................... 134,777 218,216
Deferred.................................................. 8,000 8,500
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142,777 226,716
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Net earnings................................................ $ 277,155 $ 440,097
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Average number of common shares outstanding:
Basic..................................................... 7,571,239 7,568,839
Diluted................................................... 7,571,239 7,568,839
Net earnings per share:
Basic..................................................... $ 0.04 $ 0.06
Diluted................................................... $ 0.04 $ 0.06
Cash dividends declared per common share.................... $ 0.02 $ 0.04
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2
FRIEDMAN INDUSTRIES, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS -- UNAUDITED
<Table>
<Caption>
THREE MONTHS ENDED JUNE 30,
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2002 2001
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OPERATING ACTIVITIES
Net earnings.............................................. $ 277,155 $ 440,097
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation........................................... 241,766 223,200
Provision for deferred taxes........................... 8,000 8,500
Decrease (increase) in operating assets:
Accounts receivable.................................... (271,431) 764,561
Inventories............................................ 1,408,408 3,465,497
Other current assets................................... (53,600) (59,713)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses.................. (1,801,026) (4,487,976)
Current portion of long-term debt...................... (165,254) --
Contribution to profit-sharing plan payable............ (194,000) (216,000)
Employee compensation and related expenses............. 9,109 (55,598)
Federal income taxes payable........................... 134,777 93,216
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NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES..................................... (406,096) 175,784
INVESTING ACTIVITIES
Purchase of property, plant and equipment................. (140,764) (13,800)
Increase in cash surrender value of officers' life
insurance.............................................. (21,184) (6,919)
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NET CASH USED IN INVESTING ACTIVITIES............. (161,948) (20,719)
FINANCING ACTIVITIES
Cash dividends paid....................................... (75,710) (302,746)
Principal payments on long-term debt...................... (2,014,229) (200,000)
Proceeds of long-term notes............................... 69,493 --
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NET CASH PROVIDED (USED) IN FINANCING
ACTIVITIES..................................... (2,020,446) (502,746)
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............ (2,588,490) (347,681)
Cash and cash equivalents at beginning of period.......... 4,683,894 669,076
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CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 2,095,404 $ 321,395
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</Table>
3
FRIEDMAN INDUSTRIES, INCORPORATED
NOTES TO QUARTERLY REPORT -- UNAUDITED
THREE MONTHS ENDED JUNE 30, 2002
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, 2002.
NOTE B -- INVENTORIES
Inventories consist of prime coil, non-standard coil and tubular materials.
Prime coil inventory consists primarily of raw materials. Non-standard coil
inventory is comprised primarily of finished goods. Tubular inventory consists
of both raw materials and finished goods. Non-standard coil and tubular
inventories are valued using the first-in, first-out method.
Prime coil inventory ("prime inventory") is valued using the last-in,
first-out (LIFO) method. Beginning April 1, 2002, the Company combined two prime
inventory LIFO pools into one LIFO pool to consolidate inventories of similar
characteristics. There was no cumulative effect and no material impact on income
during each of the last five fiscal years resulting from this combination. For
the quarter ended June 30, 2002, the impact on earnings due to this combination
was not significant after giving effect to management's ordinary and customary
consideration of the intended replacement of liquidated LIFO base period
inventory.
4
NOTE C -- SEGMENT INFORMATION
<Table>
<Caption>
THREE MONTHS ENDED
JUNE 30,
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2002 2001
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IN THOUSANDS
Net sales
Coil...................................................... $14,044 $14,011
Tubular................................................... 11,517 13,875
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Total net sales................................... $25,561 $27,886
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Operating profit
Coil (loss)............................................... $ 367 $ (64)
Tubular................................................... 586 1,400
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Total operating profit............................ 953 1,336
Corporate expenses........................................ 529 566
Interest expense.......................................... 30 109
Interest & other income................................... (26) (6)
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Total earnings before taxes....................... $ 420 $ 667
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Segment assets
Coil...................................................... $17,165 $18,543
Tubular................................................... 19,659 23,169
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36,824 41,712
Corporate assets.......................................... 3,411 1,578
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Total assets...................................... $40,235 $43,290
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</Table>
NOTE D --
Effective April 1, 2002, the Company adopted FAS 144, Accounting for the
Impairment of Disposal of Long-Lived Assets. This statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets and
supercedes FAS 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions
of Accounting Principles Board Opinion No. 30, Reporting the Results of
Operations, for a disposal of a segment or a business.
In November 2001, the Company ceased operations at its Houston coil
facility (the "facility"). To the extent possible, sales and production were
transfered to other Company location. Machinery and equipment associated with
the facility other than the overhead cranes attached to the buildings will be
deployed at other Company locations. Land and buildings and improvements with
carrying values net of accumulated depreciation of $35,942 and $69,969,
respectively are expected to be sold in the next 12 months. Estimated proceeds
are expected to exceed the net book value.
5
FRIEDMAN INDUSTRIES, INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001
During the quarter ended June 30, 2002, sales, costs of goods sold and
gross profit decreased $2,324,365, $1,921,390 and $402,975, respectively, from
the comparable amounts recorded during the quarter ended June 30, 2001. The
decreases in sales and costs of goods sold were related primarily to the
Company's tubular operations. During the 2002 quarter, the Company experienced
soft market conditions for its tubular products and services and accordingly,
the average selling price per ton of tubular product sold declined approximately
13% and volume decreased by approximately 5% from levels recorded during the
2001 quarter. Management believes that these soft market conditions were related
to the overall weakness in the energy sector of the United States economy. Sales
of coil products during the 2002 quarter were approximately even with coil sales
recorded during the 2001 quarter. The decrease in sales associated with the
closure of the Houston coil facility in November 2001 was offset by the increase
in sales relative to the XSCP Division which began operations in December 2001.
A decline in gross profit of $805,832 related to tubular sales was partially
offset by an increase in gross profit of $402,857 earned on coil product sales.
During the 2002 quarter, coil operations benefited from improved market
conditions, however, these operations were also adversely impacted by a shortage
of coils available at reasonable costs.
Interest expense decreased $78,968 from the comparable amount recorded
during the 2001 quarter. This decrease was related primarily to a reduction in
interest rates paid on borrowings and in debt associated with working capital
requirements.
Interest and other income increased $19,876 primarily as the result of a
increase in invested cash positions during the 2002 quarter.
Federal income taxes during the 2002 quarter decreased $83,939 from the
comparable amount recorded during the 2001 quarter. This decrease was related to
the decline 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 June 30, 2002. Current
ratios were 3.6 and 3.3 at June 30, 2002 and March 31, 2002, respectively.
Working capital was $23,278,698 at June 30, 2002 and $25,009,882 at March 31,
2002. During the quarter ended June 30, 2002, the Company maintained assets and
liabilities at levels it believed were commensurate with operations.
Accordingly, cash, inventories, accounts payable and long-term debt declined
$2,588,490, $1,408,408, $1,801,026 and $1,944,736, respectively. The Company
expects to continue to monitor and evaluate these balance sheet components
depending on changes in market conditions and the Company's operations.
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 June 30, 2002, the Company had no
borrowings outstanding under the revolving facility. 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 June 30, 2002, the principal
amount of indebtedness outstanding under the term facility was $.6 million.
6
Notwithstanding the current market conditions, the Company believes its
cash flows from operations and borrowing capability under its revolving facility
are adequate to fund its expected cash requirements for the next twenty-four
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. One such accounting policy which requires
significant estimates and judgments is the valuation of LIFO inventories in the
Company's quarterly reporting. The quarterly valuation of inventory requires
estimates of the year end quantities which is inherently difficult.
Historically, these estimates have been materially correct. On an on-going
basis, the Company evaluates estimates and judgments. The Company bases its
estimates on historical experience and on various other assumptions that it
believes to be reasonable under the circumstances.
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 of the Company products, changes in the demand for steel and
steel products in general, and the Company's success in executing its internal
operating plans.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not material
7
FRIEDMAN INDUSTRIES, INCORPORATED
QUARTER ENDED JUNE 30, 2002
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
None
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a). Exhibits
<Table>
Exhibit 99.1 -- Informational Addendum to Report on Form 10-Q Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
</Table>
b). Reports on Form 8-K
None
8
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 August 13, 2002 By /s/ BEN HARPER
-----------------------------------
Ben Harper, Senior Vice
President-Finance
(Chief Accounting Officer)
Date August 13, 2002 By /s/ HAROLD FRIEDMAN
-----------------------------------
Harold Friedman, Vice Chairman of
the Board
9
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
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Exhibit 99.1 -- Informational Addendum to Report on Form 10-Q Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
</Table>