Back to GetFilings.com



Table of Contents



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 December 31, 2002

or

o  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
 
(I.R.S. Employer Identification
incorporation or organization)
 
Number)

4001 Homestead Road, Houston, Texas 77028-5585

(Address of principal executive office zip code)

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


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  ü     No        

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 126b-2 of the Exchange Act).

Yes            No  ü 

      At December 31, 2002, the number of shares outstanding of the issuer’s only class of stock was 7,573,239 shares of Common Stock.




TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
Part II — OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in securities
Item 3. Defaults upon senior securities
Item 4. Submission of matters to a vote of security holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
Cert.from Jack Friedman Pursuant to Section 906
Cert.from Ben Harper Pursuant to Section 906


Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

FRIEDMAN INDUSTRIES, INCORPORATED

CONSOLIDATED BALANCE SHEETS — UNAUDITED

ASSETS

                       
December 31, 2002 March 31, 2002


CURRENT ASSETS
               
 
Cash and cash equivalents
  $ 161,471     $ 4,683,894  
 
Accounts receivable
    8,033,092       7,485,217  
 
Inventories — Note B
    24,826,861       23,502,201  
 
Prepaid expenses and other current assets
    395,027       135,676  
     
     
 
     
Total Current Assets
    33,416,451       35,806,988  
PROPERTY, PLANT AND EQUIPMENT
               
 
Land
    437,793       221,543  
 
Buildings and improvements
    3,992,034       3,981,154  
 
Machinery and equipment
    17,179,593       16,910,763  
 
Less allowance for depreciation
    (14,686,589 )     (13,963,024 )
     
     
 
      6,922,831       7,150,436  
OTHER ASSETS
               
 
Cash value of officers’ life insurance
    1,161,258       1,029,031  
     
     
 
    $ 41,500,540     $ 43,986,455  
     
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
               
 
Trade accounts payable and accrued expenses
  $ 8,886,302     $ 9,353,386  
 
Current portion of long-term debt
    268,496       833,750  
 
Dividends payable
    227,191       75,710  
 
Contribution to profit-sharing plan
    198,000       260,000  
 
Income taxes payable
    94,007       87,472  
 
Employee compensation and related expenses
    158,798       186,788  
     
     
 
     
Total Current Liabilities
    9,832,794       10,797,106  
LONG-TERM DEBT, less current portion
    74,453       2,053,438  
PROVISION FOR NONPENSION RETIREMENT BENEFITS
    163,000       163,000  
DEFERRED INCOME TAXES
    517,560       481,560  
STOCKHOLDERS’ EQUITY
               
Common stock:
               
 
Par value $1 per share:
               
   
Authorized 10,000,000 shares; Issued and outstanding shares — 7,573,239 and 7,571,239 at December 31, 2002 and March 31, 2002, respectively
    7,573,239       7,571,239  
 
Additional paid-in capital
    27,710,369       27,707,309  
 
Retained deficit
    (4,370,875 )     (4,787,197 )
     
     
 
     
Total Stockholders’ Equity
    30,912,733       30,491,351  
     
     
 
    $ 41,500,540     $ 43,986,455  
     
     
 

1


Table of Contents

FRIEDMAN INDUSTRIES, INCORPORATED

CONSOLIDATED STATEMENTS OF EARNINGS — UNAUDITED

                                   
Three Months Ended Nine Months Ended
December 31, December 31,


2002 2001 2002 2001




Net sales
  $ 25,418,779     $ 20,483,410     $ 78,756,126     $ 73,344,634  
Costs and expenses
                               
 
Costs of goods sold
    24,173,277       19,701,739       74,235,979       68,992,763  
 
General, selling and administrative costs
    946,498       1,025,887       3,088,254       3,153,330  
 
Interest
    4,470       54,309       47,018       243,258  
     
     
     
     
 
      25,124,245       20,781,935       77,371,251       72,389,351  
Interest and other income
    (8,795 )     (4,302 )     (49,054 )     (19,304 )
     
     
     
     
 
Earnings (loss) before federal income taxes
    303,329       (294,223 )     1,433,929       974,587  
Provision (benefit) for federal income taxes:
                               
 
Current
    83,132       (108,534 )     451,535       305,860  
 
Deferred
    20,000       8,500       36,000       25,500  
     
     
     
     
 
      103,132       (100,034 )     487,535       331,360  
     
     
     
     
 
Net earnings (loss)
  $ 200,197     $ (194,189 )   $ 946,394     $ 643,227  
     
     
     
     
 
Average number of common shares outstanding:
                               
 
Basic
    7,573,239       7,571,239       7,573,239       7,571,239  
 
Diluted
    7,573,239       7,571,239       7,573,239       7,571,239  
Net earnings (loss) per share:
                               
 
Basic
  $ 0.03     $ (0.03 )   $ 0.12     $ 0.08  
 
Diluted
  $ 0.03     $ (0.03 )   $ 0.12     $ 0.08  
 
Cash dividends declared per common share
  $ 0.03     $ 0.03     $ 0.07     $ 0.10  

2


Table of Contents

FRIEDMAN INDUSTRIES, INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

                       
Nine Months Ended
December 31,

2002 2001


OPERATING ACTIVITIES
               
 
Net earnings
  $ 946,394     $ 643,227  
 
Adjustments to reconcile net earnings to cash provided by operating activities:
               
   
Depreciation
    723,565       672,601  
   
Provision for deferred taxes
    36,000       25,500  
 
Decrease (increase) in operating assets:
               
   
Accounts receivable
    (547,875 )     4,600,519  
   
Inventories
    (1,324,660 )     2,455,570  
   
Other
    (259,351 )     (36,998 )
 
Increase (decrease) in operating liabilities:
               
   
Accounts payable and accrued expenses
    (467,084     (3,925,198 )
   
Current portion of long term debt
        33,750
   
Contribution to profit-sharing plan
    (62,000     (94,340
   
Employee compensation and related expenses
    (27,993 )     (222,922 )
   
Deferred credit for LIFO replacement
          625,106  
   
Federal income taxes
    6,535       (127,209 )
     
     
 
     
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES
    (976,469 )     4,649,606  
INVESTING ACTIVITIES
               
 
Purchase of property, plant and equipment
    (495,961 )     (1,004,364 )
 
(Increase) decrease in cash value of officers’ life insurance
    (132,227 )     (22,968 )
     
     
 
     
NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES
    (628,188 )     (1,027,332 )
FINANCING ACTIVITIES
               
 
Cash dividends paid
    (378,592 )     (832,622 )
 
Principal payments on notes payable
    (2,648,473 )     (2,605,625 )
 
Proceeds from notes payable
    104,239       67,500  
 
Exercise of stock options
    5,060       5,878  
     
     
 
     
NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES
    (2,917,766 )     (3,364,869 )
     
     
 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    (4,522,423 )     257,405  
 
Cash and cash equivalents at beginning of period
    4,683,894       669,076  
     
     
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 161,471     $ 926,481  
     
     
 

3


Table of Contents

FRIEDMAN INDUSTRIES, INCORPORATED

NOTES TO QUARTERLY REPORT — UNAUDITED

Nine Months Ended December 31, 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 accounting principles generally accepted in the United States 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 (“prime inventory”) consists primarily of raw materials, non-standard coil inventory consists primarily of finished goods and tubular inventory consists of both raw materials and finished goods. Prime inventory is valued using the last-in, first-out (“LIFO”) method and non-standard coil and tubular inventories are valued using the first-in, first-out 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 the combination. This combination did not significantly affect earnings for the quarter or the nine months ended December 31, 2002.

      During the nine months ended December 31, 2001, a liquidation of the base period LIFO inventories was experienced and a portion of this liquidation was replaced by fiscal year end. Accordingly, costs of goods sold was charged and a deferred credit was established for the difference ($625,106) between the estimated replacement cost and the liquidated LIFO base. LIFO inventories that were not replaced resulted in a liquidation of LIFO inventories carried at costs prevailing in preceding years as compared to current costs, the effect of which increased costs of goods sold and decreased earnings before taxes by approximately $230,000.

NOTE C — SEGMENT INFORMATION — UNAUDITED

                                     
Three Months Ended Nine Months Ended
December 31, December 31,


2002 2001 2002 2001




in thousands in thousands
Net sales
                               
 
Coil
  $ 15,068     $ 10,854     $ 45,473     $ 37,116  
 
Tubular
    10,351       9,629       33,283       36,229  
     
     
     
     
 
   
   Total net sales
  $ 25,419     $ 20,483     $ 78,756     $ 73,345  
     
     
     
     
 
Operating profit
                               
 
Coil
  $ 85     $ 130     $ 1,025     $ 326  
 
Tubular
    615       32       1,922       2,319  
     
     
     
     
 
   
   Total operating profit
    700       162       2,947       2,645  
 
Corporate expenses
    402       406       1,515       1,446  
 
Interest expense
    4       54       47       243  
 
Interest & other income
    (9 )     (4 )     (49 )     (19 )
     
     
     
     
 
   
   Total earnings before taxes
  $ 303     $ (294 )   $ 1,434     $ 975  
     
     
     
     
 

                     
December 31,

2002 2001


in thousands
Segment assets
               
 
Coil
  $ 20,343     $ 18,847  
 
Tubular
    19,585       20,582  
     
     
 
   
 
  $ 39,928     $ 39,429  
Corporate assets
    1,573       2,175  
     
     
 
   
Total assets
  $ 41,501     $ 41,604  
     
     
 

4


Table of Contents

NOTE D — ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS

      Effective April 1, 2002, the Company adopted FAS 144, Accounting for the Impairment or 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 transferred to other Company locations. 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 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


Table of Contents

FRIEDMAN INDUSTRIES, INCORPORATED

 
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Nine Months Ended December 31, 2002 Compared To Nine Months Ended December 31, 2001

     During the nine months ended December 31, 2002, sales and costs of goods sold increased $5,411,492 and $5,243,216, respectively, and related gross profit increased $168,276 from the comparable amounts recorded during the nine months ended December 31, 2001. During the 2002 period, an increase of $8,357,201 in sales of coil products was offset by a decrease of $2,945,709 in sales of tubular products. Tons of coil products sold increased approximately 14% and the average per ton selling price increased approximately 7% from the levels recorded during the 2001 period. A decline in coil sales associated with the closure of the Houston coil facility in November 2001 was more that offset by an increase in sales attributable to the XSCP Division that began operations in December 2001. During the 2002 period, tubular tons sold and the average selling price per ton declined approximately 3% and 5%, respectively. Coil operations benefited from somewhat stronger market conditions while tubular operations were adversely impacted by soft market conditions during the 2002 period. Management believes that the soft market conditions for tubular products were related to the overall weakness in the energy sector of the United States economy. An increase in gross profit of $568,964 related to coil operations was offset by a decline in gross profit of $400,688 associated with tubular operations. Gross profits as a percentage of sales were approximately 5.7% and 5.9% during the 2002 and 2001 periods, respectively.

     Interest expense decreased $196,240 from the amount recorded during the 2001 period. This decrease was primarily related to reductions in both short-term and long-term debt and lower interest rates associated with such borrowings.

     Interest and other income increased $29,750 from the 2001 period amount primarily as a result of an increase in invested cash positions during the 2002 period.

     Federal income taxes increased $156,175 from the comparable amount recorded during the 2001 period. This increase was primarily related to the increase in earnings before taxes as the effective tax rates were the same for both periods.

Three Months Ended December 31, 2002 Compared To Three Months Ended December 31, 2001

     During the quarter ended December 31, 2002, sales, costs of goods sold and gross profit increased $4,935,369, $4,471,538 and $463,831, respectively, from the comparable amounts recorded during the quarter ended December 31, 2001. The increases in sales and costs of goods sold were related primarily to coil operations. Sales of coil products and related costs of goods sold increased $4,213,475 and $4,333,028, respectively, the effect of which decreased gross profit by $119,553. This decrease was related primarily to losses incurred on sales of non-standard coils. Decreased gross profit earned on coil products was offset by an increase of in gross profit earned on tubular products of $583,384. During the 2002 quarter, the Company’s tubular operation benefited from somewhat stronger market conditions as compared to market conditions in the 2001 quarter. Gross profits as a percentage of sales were approximately 4.9% and 3.8% during the 2002 and 2001 quarters, respectively. This improvement was related primarily to improved results associated with the tubular operation.

     Interest expense decreased $49,839 from the amount recorded during the 2001 quarter. This decrease was related primarily to a decrease in both short and long-term debt.

     Federal income taxes increased $203,166 from the comparable amount recorded during the 2001 quarter. This increase was primarily related to the increase in earnings before taxes as the effective tax rates were the same for both quarters.

6