SECURITIES AND EXCHANGE COMMISSION
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
| Texas |
74-1504405
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(State or other jurisdiction of
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(I.R.S. Employer Identification
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incorporation or organization)
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Number)
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4001 Homestead Road, Houston, Texas 77028-5585
Registrants telephone number, including area code (713) 672-9433
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 issuers only class of stock was 7,573,239 shares of Common Stock.
PART I FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
FRIEDMAN INDUSTRIES, INCORPORATED
ASSETS
| December 31, 2002 | March 31, 2002 | ||||||||||
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CURRENT ASSETS
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Cash and cash equivalents
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$ | 161,471 | $ | 4,683,894 | |||||||
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Accounts receivable
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8,033,092 | 7,485,217 | |||||||||
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Inventories Note B
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24,826,861 | 23,502,201 | |||||||||
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Prepaid expenses and other current assets
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395,027 | 135,676 | |||||||||
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Total Current Assets
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33,416,451 | 35,806,988 | |||||||||
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PROPERTY, PLANT AND EQUIPMENT
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Land
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437,793 | 221,543 | |||||||||
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Buildings and improvements
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3,992,034 | 3,981,154 | |||||||||
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Machinery and equipment
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17,179,593 | 16,910,763 | |||||||||
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Less allowance for depreciation
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(14,686,589 | ) | (13,963,024 | ) | |||||||
| 6,922,831 | 7,150,436 | ||||||||||
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OTHER ASSETS
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Cash value of officers life insurance
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1,161,258 | 1,029,031 | |||||||||
| $ | 41,500,540 | $ | 43,986,455 | ||||||||
| LIABILITIES AND STOCKHOLDERS EQUITY | |||||||||||
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CURRENT LIABILITIES
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|||||||||||
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Trade accounts payable and accrued expenses
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$ | 8,886,302 | $ | 9,353,386 | |||||||
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Current portion of long-term debt
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268,496 | 833,750 | |||||||||
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Dividends payable
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227,191 | 75,710 | |||||||||
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Contribution to profit-sharing plan
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198,000 | 260,000 | |||||||||
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Income taxes payable
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94,007 | 87,472 | |||||||||
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Employee compensation and related expenses
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158,798 | 186,788 | |||||||||
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Total Current Liabilities
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9,832,794 | 10,797,106 | |||||||||
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LONG-TERM DEBT, less current portion
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74,453 | 2,053,438 | |||||||||
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PROVISION FOR NONPENSION RETIREMENT BENEFITS
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163,000 | 163,000 | |||||||||
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DEFERRED INCOME TAXES
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517,560 | 481,560 | |||||||||
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STOCKHOLDERS EQUITY
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Common stock:
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Par value $1 per share:
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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
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7,573,239 | 7,571,239 | |||||||||
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Additional paid-in capital
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27,710,369 | 27,707,309 | |||||||||
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Retained deficit
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(4,370,875 | ) | (4,787,197 | ) | |||||||
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Total Stockholders Equity
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30,912,733 | 30,491,351 | |||||||||
| $ | 41,500,540 | $ | 43,986,455 | ||||||||
1
FRIEDMAN INDUSTRIES, INCORPORATED
CONSOLIDATED STATEMENTS OF EARNINGS UNAUDITED
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| December 31, | December 31, | ||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||
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Net sales
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$ | 25,418,779 | $ | 20,483,410 | $ | 78,756,126 | $ | 73,344,634 | |||||||||
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Costs and expenses
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Costs of goods sold
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24,173,277 | 19,701,739 | 74,235,979 | 68,992,763 | |||||||||||||
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General, selling and administrative costs
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946,498 | 1,025,887 | 3,088,254 | 3,153,330 | |||||||||||||
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Interest
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4,470 | 54,309 | 47,018 | 243,258 | |||||||||||||
| 25,124,245 | 20,781,935 | 77,371,251 | 72,389,351 | ||||||||||||||
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Interest and other income
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(8,795 | ) | (4,302 | ) | (49,054 | ) | (19,304 | ) | |||||||||
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Earnings (loss) before federal income taxes
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303,329 | (294,223 | ) | 1,433,929 | 974,587 | ||||||||||||
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Provision (benefit) for federal income taxes:
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Current
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83,132 | (108,534 | ) | 451,535 | 305,860 | ||||||||||||
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Deferred
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20,000 | 8,500 | 36,000 | 25,500 | |||||||||||||
| 103,132 | (100,034 | ) | 487,535 | 331,360 | |||||||||||||
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Net earnings (loss)
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$ | 200,197 | $ | (194,189 | ) | $ | 946,394 | $ | 643,227 | ||||||||
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Average number of common shares outstanding:
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Basic
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7,573,239 | 7,571,239 | 7,573,239 | 7,571,239 | |||||||||||||
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Diluted
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7,573,239 | 7,571,239 | 7,573,239 | 7,571,239 | |||||||||||||
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Net earnings (loss) per share:
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Basic
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$ | 0.03 | $ | (0.03 | ) | $ | 0.12 | $ | 0.08 | ||||||||
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Diluted
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$ | 0.03 | $ | (0.03 | ) | $ | 0.12 | $ | 0.08 | ||||||||
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Cash dividends declared per common share
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$ | 0.03 | $ | 0.03 | $ | 0.07 | $ | 0.10 | |||||||||
2
FRIEDMAN INDUSTRIES, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED
| Nine Months Ended | |||||||||||
| December 31, | |||||||||||
| 2002 | 2001 | ||||||||||
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OPERATING ACTIVITIES
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Net earnings
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$ | 946,394 | $ | 643,227 | |||||||
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Adjustments to reconcile net earnings to cash
provided by operating activities:
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Depreciation
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723,565 | 672,601 | |||||||||
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Provision for deferred taxes
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36,000 | 25,500 | |||||||||
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Decrease (increase) in operating assets:
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Accounts receivable
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(547,875 | ) | 4,600,519 | ||||||||
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Inventories
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(1,324,660 | ) | 2,455,570 | ||||||||
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Other
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(259,351 | ) | (36,998 | ) | |||||||
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Increase (decrease) in operating liabilities:
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Accounts payable and accrued expenses
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(467,084 | ) | (3,925,198 | ) | |||||||
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Current portion of long term debt
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| 33,750 | |||||||||
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Contribution to profit-sharing plan
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(62,000 | ) | (94,340 | ) | |||||||
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Employee compensation and related expenses
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(27,993 | ) | (222,922 | ) | |||||||
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Deferred credit for LIFO replacement
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| 625,106 | |||||||||
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Federal income taxes
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6,535 | (127,209 | ) | ||||||||
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NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES
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(976,469 | ) | 4,649,606 | ||||||||
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INVESTING ACTIVITIES
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Purchase of property, plant and equipment
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(495,961 | ) | (1,004,364 | ) | |||||||
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(Increase) decrease in cash value of
officers life insurance
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(132,227 | ) | (22,968 | ) | |||||||
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NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES
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(628,188 | ) | (1,027,332 | ) | |||||||
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FINANCING ACTIVITIES
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Cash dividends paid
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(378,592 | ) | (832,622 | ) | |||||||
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Principal payments on notes payable
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(2,648,473 | ) | (2,605,625 | ) | |||||||
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Proceeds from notes payable
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104,239 | 67,500 | |||||||||
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Exercise of stock options
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5,060 | 5,878 | |||||||||
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NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES
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(2,917,766 | ) | (3,364,869 | ) | |||||||
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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(4,522,423 | ) | 257,405 | ||||||||
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Cash and cash equivalents at beginning of period
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4,683,894 | 669,076 | |||||||||
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CASH AND CASH EQUIVALENTS AT END OF PERIOD
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$ | 161,471 | $ | 926,481 | |||||||
3
FRIEDMAN INDUSTRIES, INCORPORATED
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 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 Companys 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 $230,000.
NOTE C SEGMENT INFORMATION UNAUDITED
| Three Months Ended | Nine Months Ended | |||||||||||||||||
| December 31, | December 31, | |||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||||
| in thousands | in thousands | |||||||||||||||||
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Net sales
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Coil
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$ | 15,068 | $ | 10,854 | $ | 45,473 | $ | 37,116 | ||||||||||
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Tubular
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10,351 | 9,629 | 33,283 | 36,229 | ||||||||||||||
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Total net sales
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$ | 25,419 | $ | 20,483 | $ | 78,756 | $ | 73,345 | ||||||||||
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Operating profit
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Coil
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$ | 85 | $ | 130 | $ | 1,025 | $ | 326 | ||||||||||
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Tubular
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615 | 32 | 1,922 | 2,319 | ||||||||||||||
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Total operating profit
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700 | 162 | 2,947 | 2,645 | ||||||||||||||
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Corporate expenses
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402 | 406 | 1,515 | 1,446 | ||||||||||||||
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Interest expense
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4 | 54 | 47 | 243 | ||||||||||||||
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Interest & other income
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(9 | ) | (4 | ) | (49 | ) | (19 | ) | ||||||||||
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Total earnings before taxes
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$ | 303 | $ | (294 | ) | $ | 1,434 | $ | 975 | |||||||||
| December 31, | ||||||||||
| 2002 | 2001 | |||||||||
| in thousands | ||||||||||
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Segment assets
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Coil
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$ | 20,343 | $ | 18,847 | ||||||
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Tubular
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19,585 | 20,582 | ||||||||
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$ | 39,928 | $ | 39,429 | ||||||
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Corporate assets
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1,573 | 2,175 | ||||||||
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Total assets
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$ | 41,501 | $ | 41,604 | ||||||
4
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
FRIEDMAN INDUSTRIES, INCORPORATED
| ITEM 2. | MANAGEMENTS 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 Companys 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