1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X Annual report pursuant to Section 13 or 15(d) of the Securities
- - ----- Exchange Act of 1934 for the fiscal year ended March 31, 1997
- - ----- Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________to ______
Commission File No. 1-7521
-------
FRIEDMAN INDUSTRIES, INCORPORATED
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 74-1504405
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4001 Homestead Road, Houston, Texas 77028
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 672-9433
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -----------------------
Common Stock, $1 Par Value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 the
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
Yes X No
----- -----
The aggregate market value of the Common Stock held by
non-affiliates of the registrant as of June 18, 1997 (computed by reference to
the closing price on the American Stock Exchange on such date), was
approximately $22,664,000.
The number of shares of the registrant's Common Stock
outstanding at June 18, 1997 was 6,469,731 shares.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders of Friedman
Industries, Incorporated for the fiscal year ended March 31,
1997 - Part II.
Proxy Statement for the 1997 Annual Meeting of Shareholders - Part III.
PART I
Item 1. Business
Friedman Industries, Incorporated (the "Company"), a Texas
corporation incorporated in 1965, is in the steel processing and distribution
business. The Company has two product groups: coil processing (steel sheet
and plate) and tubular products.
Significant financial information relating to the Company's
product and service groups for the last three years is contained in Note 6 of
the Company's Consolidated Financial Statements appearing on page 10 and 11 of
the Company's Annual Report to Shareholders for the fiscal year ended March 31,
1997, which is incorporated herein by reference elsewhere in this report.
Coil Processing
The Company purchases domestic and foreign hot-rolled steel
coils, processes the coils into steel sheet and plate and sells these products
on a wholesale, rapid-delivery basis in competition with steel mills, importers
and steel service centers. The Company also processes customer-owned coils on
a fee basis. The Company has coil processing plants located at Lone Star,
Texas, Houston, Texas and Hickman, Arkansas. At each plant the steel coils are
processed through a cut-to-length line which levels the steel and cuts it to
prescribed lengths. The Company's processing machinery is heavy, mill-type
equipment capable of processing steel coils weighing up to 25 tons. Coils are
processed to the specifications required for a particular order. Shipments are
made via unaffiliated truckers or by rail and, in times of normal supply and
market conditions, can generally be made within 48 hours of receipt of the
customer's order.
At its Lone Star facility, the Company receives hot-rolled steel
coils primarily from Lone Star Steel Company ("LSS"), which is located
approximately four miles from the Company's plant. The Lone Star plant
receives its supply of steel from LSS and other suppliers at competitive prices
determined at the time of purchase. During fiscal 1997 and 1996, the Company
received approximately 86% and 90%, respectively, of its tonnage for the Lone
Star facility from LSS and was able to purchase sufficient tonnage at
competitive prices from other suppliers to meet the requirements of this
facility. Loss of LSS as a source of coil supply could have a material adverse
effect on the Company's business.
At its Houston facility, the Company warehouses and processes
hot-rolled steel coils, which are generally purchased on the open market at
competitive prices from importers, trading companies and domestic steel mills.
At the Company's Hickman facility, the Company warehouses and
processes steel coils which are purchased primarily from Nucor Steel Company
("NSC"). NSC is located approximately one-half mile from the Hickman facility.
Loss of NSC as a source of coil supply could have a material adverse effect on
the Company's business.
At the Lone Star facility, the Company maintains three
cut-to-length lines and a coil-to-coil 2-Hi rolling mill. This equipment is
capable of processing steel up to 84 inches wide and up to one-half inch thick.
At the Houston facility, the Company has a cut-to-length line and a rolling
mill
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that are capable of processing steel up to 90 inches wide and up to one-half
inch thick. The Hickman facility operates a cut to length line which has 84
inch wide and one-half inch thick capacity. The Company intends to install a
2-Hi rolling mill at the Hickman facility in fiscal 1998. This rolling mill
will be capable of processing steel up to 74 inches wide and one-half inch
thick in a coil-to-coil mode or directly from coil to cut-to-length processing.
The Company believes this process will improve surface quality, impart a
higher degree of flatness, reduce scrap loss and increase sales capacity.
Tubular Products
Through its Texas Tubular operation in Lone Star, Texas, the
Company purchases, markets, processes (e.g., sorting, end-beveling, threading,
etc.) and manufactures tubular products.
The Company processes its own tubular products and processes
pipe on a fee basis for one major customer, LSS. Pipe processing equipment
employed by this operation includes eight threading machines, six cutoff and
beveling machines, pipe handling equipment and other related machinery. This
machinery can process pipe up to 13-3/8 inches in outside diameter.
The Company's Texas Tubular operation includes a pipe mill that
is capable of producing pipe from 2-3/8 inches to 8-5/8 inches in outside
diameter. The pipe mill is API-licensed to manufacture line and oil country
pipe and also manufactures pipe for structural and piling purposes that meets
recognized industry standards. The Company currently manufactures and sells
substantially all of its line and oil country pipe to LSS pursuant to orders
received from LSS, and in exchange therefor, LSS sells to the Company pipe for
structural applications for some sizes of pipe that are beyond the capability of
the pipe mill.
The Company purchases a substantial portion of its annual supply
of pipe and coil material used in pipe production from LSS. The Company can
make no assurances as to the amounts of pipe and coil material that will be
available from LSS in the future or amounts of tubular products that it will be
able to process for LSS in the future. Loss of LSS as a source of supply or as
a customer could have a material adverse effect on the Company's business. A
summary of tubular operations is provided in Note 6 of the Company's
Consolidated Financial Statements incorporated herein by reference.
Marketing
The following table sets forth the approximate percentage of
total sales contributed by each group of steel products during each of the
Company's last three fiscal years:
Product Groups 1997 1996 1995
- - -------------- ---- ---- ----
Coil Processing 56% 60% 65%
Tubular Products 44% 40% 35%
Coil Processing (Steel Sheet and Plate). The Company's products and
processing services are sold to approximately 420 customers located primarily in
the midwestern, southwestern and southeastern sections of the United States. The
Company's coil processing products and services are sold principally to steel
distributors and to customers fabricating steel products such as storage tanks,
steel buildings, farm machinery and equipment, construction equipment,
transportation equipment, conveyors and other similar products. During each of
the fiscal years ended March 31, 1997, 1996 and 1995, seven, seven and four
customers, respectively, accounted for approximately 25% of the Company's sales
of coil processing products. No sheet and plate customer accounted for as much
as 10% of the Company's total sales during those years.
The Company sells substantially all of its coil processing products
through its own sales force. At March 31, 1997, the sales force consisted of a
senior vice president of sales and marketing, five inside and two outside
salesmen. The senior vice president of sales and marketing supervises the sales
department and performs the duties of an inside salesman. The inside sales
force handles mostly telephone orders from customers. Outside salesmen take
telephone orders and call on customers and potential customers in the field.
Inside salesmen are paid on a salary and commission basis with the rate of
commission depending upon the tonnage shipped to the salesman's customers in a
particular month. Outside salesmen are paid on a salary basis.
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Shipments of particular products are made from the facility offering
the product desired. If the product is available at more than one facility,
other factors such as location of the customer, productive capacity of the
facility and activity of the facility enter into the decision regarding
shipments. The Company regularly contracts on a quarterly basis with many of
its larger customers to supply minimum quantities of steel.
Tubular Products. Tubular products are sold nationally to
approximately 330 customers. Sales of tubular products were made primarily to
steel and pipe distributors, to piling contractors and to LSS. Sales of pipe
to LSS accounted for approximately 15% of the Company's total sales in fiscal
1997.
The Company sells its tubular products through its own sales force,
which includes three inside salesmen and one manager. Salesmen are paid on a
salary and commission basis.
The Company processes its own tubular products and processes pipe for
one major customer, LSS, on a fee basis.
Employees
At March 31, 1997, the Company had approximately 150 full-time
employees.
Competition
The Company is normally engaged in a non-seasonal, highly competitive
business. The Company competes with steel mills, importers and steel service
centers. The steel industry, in general, is characterized by a small number of
extremely large companies dominating the bulk of the market and a large number
of relatively small companies, such as the Company, competing for a limited
share of such market. The large companies and many of the small companies
possess resources substantially greater than those of the Company.
In the opinion of management, the competitive position of the Company
in times of normal supply and market conditions is dependent upon its ability
to offer steel products at prices competitive with or below those of other
steel suppliers, as well as its ability to provide products to customer
specifications on a rapid delivery basis.
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Executive Officers of the Company
The following table sets forth the name, age, officer positions and
family relations, if any, of each executive officer of the Company and period
during which each officer has served in such capacity:
Position, Offices with the Company
Name Age and Family Relations, if any
---- --- ----------------------------
Jack Friedman 76 Chairman of the Board of Directors and Chief Executive Officer since 1970,
Director since 1965, brother of Harold Friedman
Harold Friedman 67 Vice Chairman since 1995, formerly President and Chief Operating Officer since
1975, Executive Vice President from 1973 to 1975, Director since 1965, brother of
Jack Friedman
William E. Crow 50 President and Chief Operating Officer since 1995, formerly Vice President since
1981 and formerly President of Texas Tubular Products Division since August 1990.
Benny Harper 51 Senior Vice President - Finance since 1995 (formerly Vice President since 1990),
Treasurer since 1980 and Secretary since May 1992
Thomas Thompson 46 Senior Vice President - Sales and Marketing since 1995, formerly Vice President - Sales
since 1990
Ronald Burgerson 58 Vice President since 1974
Ted Henderson 69 Vice President since 1985
Dale Ray 51 Vice President since 1994
Dale Ray was elected a vice president in March 1994. Prior thereto,
Mr. Ray was a plant manager at the Company's Lone Star facility for more than
five years.
Item 2. Properties
The principal properties of the Company are described in the following
table:
Approximate Type of
Location Size Ownership Construction
- - -------- -------------- --------- ------------
LONE STAR, TEXAS
Plant-Coil Processing 42,260 sq. feet Owned (1) Steel frame/siding
Plant-Texas Tubular Products 76,000 sq. feet Owned (1) Steel frame/siding
Offices-Coil Processing 1,200 sq. feet Owned (1) Steel building
Offices-Texas Tubular Products 5,000 sq. feet Owned (1) Cinder block
Land-Coil Processing 13.93 acres Owned (1) --
Land-Texas Tubular Products 67.77 acres Leased (2) --
LONGVIEW, TEXAS Offices 2,600 sq. feet Leased (3) Office Building
HOUSTON, TEXAS
Plant and Warehouse-Coil Processing 70,000 sq. feet Owned (1) Rigid steel frame
and steel siding
Offices-Coil Processing 4,000 sq. feet Owned (1) Brick veneer;
steel building
Land-Coil Processing 12 acres Owned (1) --
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HICKMAN, ARKANSAS
Plant and Warehouse-Coil Processing 25,500 sq. feet Owned (1) Steelframe/siding
Offices-Coil Processing 1,200 sq. feet Owned (1) Cinder block
Land-Coil Processing 20 acres Owned (1) --
______________________
(1) All of the Company's owned real estate, plants and offices are held in
fee and are not subject to any mortgage or deed of trust.
(2) The real estate lease is with LSS and its affiliate, Texas & Northern
Railway, Inc., and expires August 31, 2010. The lease provides for
monthly payments of $1,667 adjusted each January 1 for changes in the
Consumer Price Index. The Company has an exclusive option to purchase
this property during a 60-day period beginning May 1, 1998 for
$214,238.
(3) The office lease is with a nonaffiliated party, expires April 30,
2001, and provides for an annual rental of $24,672.
Item 3. Legal Proceedings
The Company is not a party to, nor is its property the subject of, any
material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for the Registrant's Common Stock and Related Shareholder
Matters
The Company's Common Stock is traded principally on the American Stock
Exchange (Symbol: FRD).
Reference is hereby made to the sections of the Company's Annual
Report to Shareholders for the fiscal year ended March 31, 1997, entitled
"Description of Business--Range of High and Low Sales Prices of Common Stock"
and "Description of Business--Dividends Declared Per Share of Common Stock",
which sections are hereby incorporated herein by reference.
The approximate number of shareholders of record of Common Stock of
the Company as of May 23, 1997 was 730.
The Company intends to continue the payment of cash dividends although
future dividends will depend on the Company's earnings, financial needs and
other factors.
Item 6. Selected Financial Data
Information with respect to Item 6 is hereby incorporated herein by
reference from the section of the Company's Annual Report to Shareholders for
the fiscal year ended March 31, 1997, entitled "Selected Financial Data".
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Information with respect to Item 7 is hereby incorporated herein by
reference from the section of the Company's Annual Report to Shareholders for
the fiscal year ended March 31, 1997, entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations".
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Item 8. Financial Statements and Supplementary Data
The following financial statements and notes thereto of the Company
included in the Company's Annual Report to Shareholders for the fiscal year
ended March 31, 1997, are hereby incorporated herein by reference:
Consolidated Balance Sheets--March 31, 1997 and 1996
Consolidated Statements of Earnings--Years ended March 31, 1997, 1996
and 1995
Consolidated Statements of Stockholders' Equity--Years ended March 31,
1997, 1996 and 1995
Consolidated Statements of Cash Flows--Years ended March 31, 1997,
1996 and 1995
Notes to Consolidated Financial Statements--March 31, 1997
Report of Independent Auditors
Information with respect to supplementary financial information
relating to the Company appears in Note 7-- Summary of Quarterly Results of
Operations (Unaudited) of the Notes to Consolidated Financial Statements
incorporated herein by reference above in this Item 8 from the Company's Annual
Report to Shareholders for the fiscal year ended March 31, 1997.
The following supplementary schedule for the Company for the year
ended March 31, 1997, is included elsewhere in this report.
Schedule II--Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and, therefore,
have been omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant
Information with respect to Item 10 is hereby incorporated herein by
reference from the Company's proxy statement in respect of the 1997 Annual
Meeting of Shareholders, definitive copies of which are expected to be filed
with the Securities and Exchange Commission on or before 120 days after the end
of the Company's 1997 fiscal year.
Item 11. Executive Compensation
Information with respect to Item 11 is hereby incorporated herein by
reference from the Company's proxy statement in respect of the 1997 Annual
Meeting of Shareholders, definitive copies of which are expected to be filed
with the Securities and Exchange Commission on or before 120 days after the end
of the Company's 1997 fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information with respect to Item 12 is hereby incorporated herein by
reference from the Company's proxy statement in respect of the 1997 Annual
Meeting of Shareholders, definitive copies of which are expected to be filed
with the Securities and Exchange Commission on or before 120 days after the end
of the Company's 1997 fiscal year.
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Item 13. Certain Relationships and Related Transactions
Information with respect to Item 13 is hereby incorporated herein by
reference from the Company's proxy statement in respect of the 1997 Annual
Meeting of Shareholders, definitive copies of which are expected to be filed
with the Securities and Exchange Commission on or before 120 days after the end
of the Company's 1997 fiscal year.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) and (2) -- The response to this portion of Item
14 appears elsewhere in this report as
a separate section of this report.
(3) -- Exhibits
3(i)1 Articles of Incorporation of the
Company, as amended, filed as an
exhibit to the Company's Annual Report
on Form 10-K for the year ended March
31, 1982, and hereby incorporated
herein by reference.
3(i)2 Articles of Amendment to the Articles
of Incorporation of the Company, as
filed with the Texas Secretary of
State on September 22, 1987, filed as
an exhibit to the Company's Annual
Report on Form 10-K for the year ended
March 31, 1988, and hereby
incorporated herein by reference.
3(ii) Bylaws of the Company, amended as of
March 27, 1992, filed as an exhibit to
the Company's Annual Report on Form
10-K for the year ended March 31,
1992, and incorporated herein by
reference.
4.1 Promissory Note of the Company to
Texas Commerce Bank National
Association, dated December 1, 1993,
in the amount of $4,000,000, filed as
an Exhibit to the Company's Quarterly
Report on Form 10-Q for the quarterly
period ended December 31, 1993, and
hereby incorporated herein by
reference.
4.2 Letter Agreement dated March 22, 1993,
as amended by the First Amendment
dated December 31, 1993, by and
between the Company and Texas Commerce
Bank National Association regarding a
$5,000,000 revolving credit line,
filed as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the
quarterly period ended December 31,
1993, and hereby incorporated herein
by reference.
4.3 Amended and Restated Letter Agreement
dated April 1, 1995, between the
Company and Texas Commerce Bank
National Association regarding an
$8,000,000 revolving line of credit,
filed as an exhibit to the Company's
Annual Report on Form 10-K for the
year ended March 31, 1995, and hereby
incorporated herein by reference.
10.1 Lease Agreement between NCNB Texas
National Bank, as Trustee, and the
Company dated September 10, 1990, and
Addendum No. 1 thereto dated November
11, 1991, filed as an exhibit to the
Company's Annual Report on Form 10-K
for the
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year ended March 31, 1992, and
incorporated herein by reference.
*10.2 1974 Stock Option Plan, as amended
through March 24, 1982, as further
amended on January 21, 1987 and
February 25, 1988, filed as an exhibit
to the Company's Annual Report on Form
10-K for the year ended March 31,
1988, and hereby incorporated herein
by reference.
10.3 Lease, effective September 1, 1990, by
and between Lone Star Steel Company,
Texas & Northern Railway, Inc., a
Texas corporation, and the Company,
filed as an exhibit to the Company's
Current Report on Form 8-K dated
August 1, 1990, and hereby
incorporated herein by reference.
*10.4 Friedman Industries, Incorporated 1989
Incentive Stock Option Plan, filed as
an exhibit to the Company's Annual
Report on Form 10-K for the fiscal
year ended March 31, 1991, and hereby
incorporated herein by reference.
10.5 Promissory Note of the Company to
Texas Commerce Bank National
Association, dated December 1, 1993,
in the amount of $4,000,000 (included
as Exhibit 4.1 hereto).
10.6 Letter Agreement dated March 22, 1993,
as amended by the First Amendment
dated December 31, 1993, by and
between the Company and Texas Commerce
Bank National Association regarding a
$5,000,000 revolving credit line
(included as Exhibit 4.2 hereto).
10.7 Amended and Restated Letter Agreement
dated April 1, 1995, between the
Company and Texas Commerce Bank
National Association regarding an
$8,000,000 revolving line of credit
(included as Exhibit 4.3 hereto).
10.8 Lease Agreement between Judson Plaza,
Inc. and the Company dated March 16,
1996, regarding the lease of office
space. (incorporated by reference to
the Company's Annual Report on Form
10-K for the year ended March 31, 1996)
10.9 Friedman Industries, Incorporated 1996
Stock Option Plan.
10.10 $8,000,000 Revolving Promissory Note
dated April 1, 1997.
10.11 First Amendment to Amended and
Restated Letter Agreement between the
Company and Texas Commerce Bank
National Association dated April 1,
1997.
13.1 The Company's Annual Report to
Shareholders for the fiscal year ended
March 31, 1997.
21.1 List of Subsidiaries.
23.1 Consent of Independent Auditors.
_______________
* Management contract or compensation plan.
Copies of exhibits filed as a part of this Annual Report on Form
10-K may be obtained by shareholders of record at a charge of
$.10 per page. Direct inquiries to: Benny Harper, Senior Vice
President - Finance, Friedman Industries, Incorporated, P. O.
Box 21147, Houston, Texas 77226.
(b) Reports on Form 8-K filed in the fourth quarter of fiscal 1997:
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Friedman Industries, Incorporated has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, and State of Texas, this 27th day of June,
1997.
FRIEDMAN INDUSTRIES, INCORPORATED
By: /s/ Jack Friedman
--------------------------------
Jack Friedman
Chairman of the Board
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the capacities
and on the dates indicated on behalf of Friedman Industries, Incorporated in
the City of Houston, and State of Texas.
Signature Title Date
--------- ----- ----
/s/ Jack Friedman Chairman of the Board, Chief June 27, 1997
- - ------------------------- Executive Officer and Director
Jack Friedman (Principal Executive Officer)
/s/ Harold Friedman Vice Chairman of the Board June 27, 1997
- - ------------------------- and Director
Harold Friedman
/s/ Benny Harper Senior Vice President - Finance and June 27, 1997
- - ------------------------- Treasurer (Principal Financial and
Benny Harper Accounting Officer)
/s/ Henry Spira Director June 27, 1997
- - -------------------------
Henry Spira
/s/ Charles W. Hall Director June 27, 1997
- - -------------------------
Charles W. Hall
/s/ Kirk K. Weaver Director June 27, 1997
- - -------------------------
Kirk K. Weaver
/s/ Alan M. Rauch Director June 27, 1997
- - -------------------------
Alan M. Rauch
/s/ Hershel M. Rich Director June 27, 1997
- - -------------------------
Hershel M. Rich
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FRIEDMAN INDUSTRIES, INCORPORATED
HOUSTON, TEXAS
ANNUAL REPORT FORM 10-K
YEAR ENDED MARCH 31, 1997
ITEM 14(a)(1) AND (2)
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
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FORM 10-K
ITEM 14(a)(1) and (2)
FRIEDMAN INDUSTRIES, INCORPORATED
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
The following financial statements of the Company are set forth herewith
in response to Item 14(a)(1) and (2) of this report.
Consolidated Balance Sheets--March 31, 1997 and 1996
Consolidated Statements of Earnings--Years ended March 31, 1997, 1996
and 1995
Consolidated Statements of Stockholders' Equity--Years end March 31,
1997, 1996 and 1995
Consolidated Statements of Cash Flows--Years ended March 31, 1997, 1996
and 1995
Notes to Consolidated Financial Statements--March 31, 1997
Report of Independent Auditors
The following financial statement schedule of the Company are included
in this report.
S-1-Schedule II--Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and, therefore,
have been omitted.
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SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FRIEDMAN INDUSTRIES, INCORPORATED
==================================================================================================================
Column A Column B Column C Column D Column E
- - ------------------------------------------------------------------------------------------------------------------
ADDITIONS
-----------------------------
Balance at Charged to Charged to Balance
Beginning Costs and Other Accounts - Deductions - at End
Description of Period Expenses(1) Describe Describe(A) of Period
- - ------------------------------------------------------------------------------------------------------------------
Year ended March 31, 1997
Allowance for doubtful
accounts receivable (deducted
from related asset account)..... $ 5,794 $ 5,000 $ 3,518 $ 7,276
======= ======= ======== ======= =======
Year ended March 31, 1996
Allowance for doubtful
accounts receivable (deducted
from related asset account)..... $ 5,970 $ 9,500 $ 9,676 $ 5,794
======= ======= ======== ======= =======
Year ended March 31, 1995
Allowance for doubtful
accounts receivable (deducted
from related asset account)..... $ 5,900 $13,715 $13,645 $ 5,970
======= ======= ======== ======= =======
- - ----------------
(A) Accounts and notes receivable written off.
S-1
14
EXHIBIT INDEX
3(i)1 Articles of Incorporation of the
Company, as amended, filed as an
exhibit to the Company's Annual Report
on Form 10-K for the year ended March
31, 1982, and hereby incorporated
herein by reference.
3(i)2 Articles of Amendment to the Articles
of Incorporation of the Company, as
filed with the Texas Secretary of
State on September 22, 1987, filed as
an exhibit to the Company's Annual
Report on Form 10-K for the year ended
March 31, 1988, and hereby
incorporated herein by reference.
3(ii) Bylaws of the Company, amended as of
March 27, 1992, filed as an exhibit to
the Company's Annual Report on Form
10-K for the year ended March 31,
1992, and incorporated herein by
reference.
4.1 Promissory Note of the Company to
Texas Commerce Bank National
Association, dated December 1, 1993,
in the amount of $4,000,000, filed as
an Exhibit to the Company's Quarterly
Report on Form 10-Q for the quarterly
period ended December 31, 1993, and
hereby incorporated herein by
reference.
4.2 Letter Agreement dated March 22, 1993,
as amended by the First Amendment
dated December 31, 1993, by and
between the Company and Texas Commerce
Bank National Association regarding a
$5,000,000 revolving credit line,
filed as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the
quarterly period ended December 31,
1993, and hereby incorporated herein
by reference.
4.3 Amended and Restated Letter Agreement
dated April 1, 1995, between the
Company and Texas Commerce Bank
National Association regarding an
$8,000,000 revolving line of credit,
filed as an exhibit to the Company's
Annual Report on Form 10-K for the
year ended March 31, 1995, and hereby
incorporated herein by reference.
10.1 Lease Agreement between NCNB Texas
National Bank, as Trustee, and the
Company dated September 10, 1990, and
Addendum No. 1 thereto dated November
11, 1991, filed as an exhibit to the
Company's Annual Report on Form 10-K
for the
15
year ended March 31, 1992, and
incorporated herein by reference.
*10.2 1974 Stock Option Plan, as amended
through March 24, 1982, as further
amended on January 21, 1987 and
February 25, 1988, filed as an exhibit
to the Company's Annual Report on Form
10-K for the year ended March 31,
1988, and hereby incorporated herein
by reference.
10.3 Lease, effective September 1, 1990, by
and between Lone Star Steel Company,
Texas & Northern Railway, Inc., a
Texas corporation, and the Company,
filed as an exhibit to the Company's
Current Report on Form 8-K dated
August 1, 1990, and hereby
incorporated herein by reference.
*10.4 Friedman Industries, Incorporated 1989
Incentive Stock Option Plan, filed as
an exhibit to the Company's Annual
Report on Form 10-K for the fiscal
year ended March 31, 1991, and hereby
incorporated herein by reference.
10.5 Promissory Note of the Company to
Texas Commerce Bank National
Association, dated December 1, 1993,
in the amount of $4,000,000 (included
as Exhibit 4.1 hereto).
10.6 Letter Agreement dated March 22, 1993,
as amended by the First Amendment
dated December 31, 1993, by and
between the Company and Texas Commerce
Bank National Association regarding a
$5,000,000 revolving credit line
(included as Exhibit 4.2 hereto).
10.7 Amended and Restated Letter Agreement
dated April 1, 1995, between the
Company and Texas Commerce Bank
National Association regarding an
$8,000,000 revolving line of credit
(included as Exhibit 4.3 hereto).
10.8 Lease Agreement between Judson Plaza,
Inc. and the Company dated March 16,
1996, regarding the lease of office
space. (incorporated by reference to
the Company's Annual Report on Form
10K for the year ended March 31, 1997)
10.9 Friedman Industries, Incorporated 1996
Stock Option Plan.
10.10 $8,000,000 Revolving Promissory Note
dated April 1, 1997.
10.11 First Amendment to Amended and
Restated Letter Agreement between the
Company and Texas Commerce Bank
National Association dated April 1,
1997.
13.1 The Company's Annual Report to
Shareholders for the fiscal year ended
March 31, 1997.
21.1 List of Subsidiaries.
23.1 Consent of Independent Auditors.
_______________
* Management contract or compensation plan.