e10vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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x
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Annual report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended March 31, 2009
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o
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Transition report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934 for the transition period from
to
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Commission File No. 1-7521
FRIEDMAN INDUSTRIES,
INCORPORATED
(Exact name of registrant as specified in its charter)
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Texas
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74-1504405
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4001 Homestead Road, Houston, Texas
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77028
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(713) 672-9433
Securities registered pursuant to Section 12(b) of the
Act:
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Name of each exchange
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Title of each class
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on which registered
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Common Stock, $1 Par Value
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American Stock Exchange
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Securities registered pursuant to
Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer
as defined in Rule 405 of the Securities Act.
Yes
No
X
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the
Act.
Yes
No
X
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 (or for such shorter period as the registrant was
required to file such reports) and (2) has been subject to
such 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 registrants 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.
X
Indicate
by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes
No
Indicate
by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a
smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and
smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated
filer ( ) Accelerated
filer ( ) Non-accelerated
filer ( ) Smaller reporting company (X)
Indicate
by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).
Yes
No
X
The
aggregate market value of the Common Stock held by
non-affiliates of the registrant as of September 30, 2008
(computed by reference to the closing price on such date), was
approximately $41,534,000.
The
number of shares of the registrants Common Stock
outstanding at June 15, 2009 was 6,799,444 shares.
TABLE OF CONTENTS
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders of Friedman
Industries, Incorporated for the fiscal year ended
March 31, 2009 Part II.
Proxy Statement for the 2009 Annual Meeting of
Shareholders Part III.
PART
I
Item 1. Business
Friedman Industries, Incorporated (the Company), a
Texas corporation incorporated in 1965, is engaged in steel
processing, pipe manufacturing and processing and steel and pipe
distribution.
The Company has two product groups: coil and tubular products.
Significant financial information relating to the Companys
product groups for the last two years is contained in
Note 7 of the Consolidated Financial Statements included in
the Companys Annual Report to Shareholders for the fiscal
year ended March 31, 2009, which financial statements are
incorporated herein by reference in Item 8 hereof.
Coil
Products
The Company purchases hot-rolled steel coils, processes the
coils into flat, finished 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
steel coils are processed through cut-to-length lines which
level the steel and cut it to prescribed lengths. In addition,
the Company operates steel temper mills which improve the
flatness and surface qualities of hot-rolled steel. The
Companys 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 can generally be made within 48 hours of receipt
of the customers order.
The Company owns and operates two coil processing facilities
located in Hickman, Arkansas and Decatur, Alabama. At each
facility, the Company warehouses and processes hot-rolled steel
coils which are purchased primarily from steel mills operated by
Nucor Steel Company (NSC), which are located near
each facility. Each facility operates a steel cut-to-length line
and steel temper mill. In addition, the Companys XSCP
Division located in Hickman purchases and markets non-standard
hot-rolled coils received from NSC. Loss of NSC as a source of
coil supply could have a material adverse effect on the
Companys business.
Tubular
Products
Through its Texas Tubular Products Division (TTP) in
Lone Star, Texas, the Company manufactures, purchases, processes
and markets tubular products.
TTP operates two pipe mills. Both pipe mill #1 and pipe
mill #2 are American Petroleum Institute-licensed to
manufacture line and oil country pipe and also manufacture pipe
for structural and piling purposes that meet recognized industry
standards. TTP also employs various pipe processing equipment
including threading and beveling machines, pipe handling
equipment and other related machinery.
In recent years, the Company has manufactured and sold
substantially all of its line and oil country pipe to U.S. Steel
Tubular Products, Inc. (USS), an affiliate of United
States Steel Corporation, pursuant to orders received from USS.
In addition, the Company manufactures and markets to others pipe
for structural and other miscellaneous applications. In recent
years, the Company has purchased from USS and marketed to others
pipe for structural applications for some sizes of pipe that
exceed the capability of the TTP pipe mills.
In February 2009, USS announced that it was temporarily idling
its plant at Lone Star, Texas, due to weak market conditions.
Since February 2009, the Company has received few orders from
USS and a significantly reduced supply of pipe and coils from
USS. The Company expects these circumstances will continue until
market conditions improve. The Company can make no assurances as
to amounts of tubular products that will be purchased by USS in
the future and the amounts of pipe and coil material that will
be
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available from USS in the future. Loss of USS as a customer and
as a source of supply for TTP could have a material adverse
effect on the Companys business.
The recently-depressed market conditions during the downturn of
the U.S. economy along with the significant decrease in orders
from USS and the reduction in the supply of pipe and coil
material from USS have had an adverse effect on the
Companys tubular business. As a result, the Company
downsized its TTP division to a level more commensurate with
operations.
Marketing
The following table sets forth the approximate percentage of
total sales contributed by each group of products and services
during each of the Companys last two fiscal years:
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Product and Service Groups
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2009
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2008
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Coil Products
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35
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%
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46
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%
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Tubular Products
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65
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%
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54
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%
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Coil Products. The Company sells coil products and
processing services to approximately 170 customers located
primarily in the midwestern, southwestern and southeastern
sections of the United States. The Companys principal
customers for these products and services are steel distributors
and 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,
2009 and 2008, seventeen and eight customers of coil products,
respectively, accounted for approximately 25% of the
Companys total sales. Except for Trinity Industries, Inc.,
which accounted for approximately 11% of total sales in fiscal
2008, no coil product customer accounted for as much as 10% of
the Companys total sales during those years.
The Company sells substantially all of its coil products through
its own sales force. At March 31, 2009, the sales force was
comprised of a vice president and three professional sales
personnel under the direction of the Senior Vice
President Sales and Marketing. Sales personnel are
paid on a salary and commission basis.
The Company regularly contracts on a quarterly basis with many
of its larger customers to supply minimum quantities of steel.
Tubular Products. The Company sells its tubular
products nationally to approximately 180 customers. The
Companys principal customers for these products are steel
and pipe distributors, piling contractors and, historically,
USS. Sales of pipe to USS accounted for approximately 30% of the
Companys total sales in fiscal 2009. Since February 2009,
the Company has received few orders from USS. The Company can
make no assurances as to the amount of future sales to USS.
The Company sells its tubular products through its own sales
force comprised of three professional sales personnel under the
direction of the Senior Vice President Sales and
Marketing. Sales personnel are paid on a salary and commission
basis.
Competition
The Company is 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 Company believes that, generally, its ability to compete is
dependent upon its ability to offer products at prices
competitive with or below those of other steel suppliers, as
well as its ability to provide products meeting customer
specifications on a rapid-delivery basis.
Employees
At March 31, 2009, the Company had approximately 80
full-time employees.
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Executive
Officers of the Company
The following table sets forth as of March 31, 2009, the
name, age, officer positions and family relationships, if any,
of each executive officer of the Company and the period during
which each officer has served in such capacity:
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Position, Offices with the Company
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Name
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Age
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and Family Relationships, if any
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William E. Crow
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61
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Chief Executive Officer since 2006 and President since 1995;
formerly Chief Operating Officer since 1995, Vice President
since 1981 and President of Texas Tubular Products Division
since August 1990
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Benny Harper
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63
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Senior Vice President Finance since 1995 (formerly
Vice President since 1990), Treasurer since 1980 and Secretary
since May 1992
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Thomas Thompson
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58
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Senior Vice President Sales and Marketing since
1995; formerly Vice President Sales since 1990
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Lead time and the
cost of our products could increase if we were to lose one of
our primary suppliers.
Historically, we have been dependent on NSC for our supply of
coil inventory and on USS for our supply of coil material used
in pipe manufacturing. While current levels are adequate to
sustain our coil operations, a reduction in the supply of steel
coils could have an adverse effect on our coil operations.
Historically, USS has been our primary supplier of tubular
products. Since February 2009, we have received a significantly
reduced supply of material from USS. This reduction in the
supply of tubular products and coil material used in our tubular
operations from USS has had an adverse effect on our tubular
operations. The Company can make no assurances as to the amounts
of pipe and coil material that will be available from USS in the
future.
If, for any reason, NSC should curtail or discontinue deliveries
of coil inventory to us in quantities we need and at prices that
are competitive, our business could be negatively impacted.
Also, if the current reduction in the supply by USS of material
used in the manufacture of tubular products should continue for
a prolonged period or USS should discontinue completely such
deliveries, the negative impact on our business could be
significant. If, in the future, we are unable for a prolonged
period to obtain sufficient amounts of the necessary metals at
competitive prices and on a timely basis from our traditional
suppliers, we may not be able to obtain such metals from
alternative sources at competitive prices to meet our delivery
schedules, which would have a material adverse effect on our
business, financial condition or results of operations.
Our future
operating results may he affected if we were to lose one of our
significant customers.
In fiscal 2009, sales of pipe to USS accounted for approximately
30% of the Companys total sales. In February 2009, USS
announced that it was temporarily idling its plant at Lone Star,
Texas, due to weak market conditions. Since February 2009, the
Company has received few orders from USS. These circumstances
have had an adverse effect on the Companys business. A
prolonged reduction in sales to USS or the permanent loss of USS
as a customer could have a material adverse effect on the
Companys business.
Our future
operating results may be affected by fluctuations in raw
material prices. We may not be able to pass on increases in raw
material costs to our customers.
Our principal raw materials are tubular products and steel
coils, which we purchase from a limited number of primary steel
producers. The steel industry as a whole is very cyclical, and
at times pricing can be volatile due to a number of factors
beyond our control, including general economic conditions, labor
costs, competition, import duties, tariffs and currency exchange
rates. This volatility can significantly affect our steel costs.
We are required to maintain substantial inventories to
accommodate the short lead times and
just-in-time
delivery requirements of our customers. Accordingly, we purchase
raw materials on a regular basis in an effort to maintain our
inventory at levels that we believe are sufficient to satisfy
the anticipated needs of our customers based upon historic
buying practices and market conditions. In an
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environment of increasing raw material prices, competitive
conditions will impact how much of the steel price increases we
can pass on to our customers. To the extent we are unable to
pass on future price increases in our raw materials to our
customers, the profitability of our business could be adversely
affected.
Our business is
highly competitive, and increased competition could reduce our
gross profit and net income.
The principal markets that we serve are highly competitive.
Competition is based primarily on the precision and range of
achievable tolerances, quality, price, raw materials and
inventory availability and the ability to meet delivery
schedules dictated by customers. Our competition in the markets
in which we participate comes from companies of various sizes,
some of which have greater financial and other resources than we
do and some of which have more established brand names in the
markets we serve. Increased competition could force us to lower
our prices or to offer additional services at a higher cost to
us, which could reduce our gross profit, net income and cash
flows.
We are
susceptible to the cyclicality of the steel industry.
The steel industry is very cyclical and is affected
significantly by general economic conditions and other factors
such as worldwide production capacity, fluctuations in steel
imports/exports and tariffs. Steel prices are sensitive to a
number of supply and demand factors. The current conditions in
the U.S. economy have had an adverse effect on the U.S. steel
industry and on our business. The prolonged duration of these
conditions and any future downturns in the industry could have a
material adverse effect on our business, financial condition or
results of operations.
We may not be
able to manage and integrate future capital expansions
successfully.
We own a new steel processing and distribution operation in
Decatur, Alabama. In addition, we have made improvements to pipe
mill #2 at our TTP operations in Lone Star, Texas.
Expansion presents risks. We have expended and will continue to
expend both capital and personnel resources on such expansions,
which may or may not be successful.
Equipment
downtime or shutdowns could adversely affect our business,
financial condition or results of operations.
Steel manufacturing processes are dependent on critical
equipment. Such equipment may incur downtime as a result of
unanticipated failures or other events, such as fires or
breakdowns. Our facilities have experienced, and may in the
future experience, shutdowns or periods of reduced production as
a result of such equipment failures or other events. Such
disruptions could have an adverse effect on our operations,
customer service levels and financial results.
Increases in
energy prices will increase our operating costs, and we may be
unable to pass all of these increases on to our customers in the
form of higher prices for our products.
We use energy to manufacture and transport our products. Our
operating costs increase if energy costs rise. We do not hedge
our exposure to higher prices via energy futures contracts.
Increases in energy prices will increase our operating costs and
may reduce our profitability and cash flows if we are unable to
pass all the increases on to our customers.
Steel companies
are susceptible to changes in governmental policies and
international economic conditions.
Governmental, political and economic developments relating to
inflation, interest rates, taxation, currency fluctuations,
social or political instability, diplomatic relations,
international conflicts and other factors may adversely affect
our business, financial condition or results of operations.
Steel companies
are subject to stringent environmental regulations, and we may
be required to spend considerable amounts of money in order to
comply with such regulations.
We are subject to a broad range of environmental laws and
regulations in each of the jurisdictions in which we operate.
These laws and regulations, as interpreted by relevant agencies
and the courts, impose
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increasingly stringent environmental protection standards
regarding, among other things, air emissions, wastewater
storage, treatment and discharges, the use and handling of
hazardous or toxic materials, waste disposal practices and the
remediation of environmental contamination.
The costs of complying with environmental requests could be
significant and failure to comply could result in the assessment
of civil and criminal penalties, the suspension of operations
and lawsuits by private parties. In addition, these standards
can create the risk of environmental liabilities, including
liabilities associated with divested assets and past activities.
Durable goods
account for a significant portion of our sales, and reduced
demand from this sector of the U.S. economy is likely to
adversely affect our profitability and cash flows.
Downturns in demand for durable goods, or a decrease in the
prices that we can realize from sales of our products to
customers associated with this sector of the economy, would
adversely affect our profitability and cash flows.
Competition from
other materials may have a material adverse effect on our
business, financial condition or results of operations.
In many applications, steel competes with other materials, such
as aluminum, cement, composites, glass, plastic and wood.
Additional substitutes for steel products could adversely affect
future market prices and demand for steel products.
Product liability
claims could adversely affect our operations.
We sell products to manufacturers who are engaged in selling a
wide range of end products. Furthermore, our products are also
sold to, and used in, certain safety-critical applications. If
we were to sell steel products that were inconsistent with the
specifications of the order or the requirements of the
application, significant disruptions to the customers
production lines could result. There could also be consequential
damages resulting from the use of such products. We have a
limited amount of product liability insurance coverage, and a
major claim for damages related to products sold could have a
material adverse effect on our business, financial condition or
results of operations.
Our common stock
is subject to price volatility unrelated to our operations.
The market price of our common stock could fluctuate
substantially due to a variety of factors, including market
perception of our ability to achieve our planned growth,
quarterly operating results, trading volume in our common stock,
changes in general conditions in the economy and the financial
markets or other developments affecting our competitors
or us.
In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant
effect on the market price of securities issued by many
companies for reasons unrelated to their operating performance
and could have the same effect on our common stock.
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Certain
provisions of our articles of incorporation may discourage a
third party from making a takeover proposal.
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Our articles of incorporation provide that the affirmative vote
of the holders of 80% of all of our outstanding shares of stock
entitled to vote in elections of directors is required for a
merger or consolidation of the Company with and into any other
corporation or the sale, lease or other disposition of all or
substantially all of our assets. This may have the effect of
discouraging a takeover proposal or tender offer not approved by
management and the board of directors and could result in
shareholders who may wish to participate in such a proposal or
tender offer receiving less for their shares than otherwise
might be available in the event of a takeover attempt.
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Item 1B.
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Unresolved Staff
Comments
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Not required
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Item 2. Properties
The principal properties of the Company are described in the
following table:
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Approximate
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Location
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Size
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Ownership
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Lone Star, Texas
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Plant Texas Tubular Products
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118,260 sq. feet
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Owned(1)
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Offices Texas Tubular Products
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9,200 sq. feet
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Owned(1)
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Land Texas Tubular Products
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81.70 acres
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Owned(1)
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Longview, Texas
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Offices
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2,600 sq. feet
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Leased(2)
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Houston, Texas
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Offices
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4,000 sq. feet
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Leased(3)
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Hickman, Arkansas
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Plant and Warehouse Coil Products
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42,600 sq. feet
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Owned(1)
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Offices Coil Products
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2,500 sq. feet
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Owned(1)
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Land Coil Products
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26.19 acres
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Owned(1)
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Decatur, Alabama
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Plant and Warehouse Coil Products
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48,000 sq. feet
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Owned(1)
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Offices Coil Products
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2,000 sq. feet
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Owned(1)
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Land Coil Products
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47.3 acres
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Owned(1)
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(1)
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All of the Companys owned real estate, plants and offices
are held in fee and are not subject to any mortgage or deed of
trust.
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(2)
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The office lease is with a nonaffiliated party, expires
April 30, 2013, and provides for an annual rental of
$30,084.
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(3)
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In September 2006, the Company sold real property in Houston,
Texas and signed a 12-month lease agreement to rent office space
at this location. The office lease is with Steelvest Property,
LLC, a company affiliated with Max Reichenthal, a director of
the Company. The lease is renewable on a quarterly basis and
provides for a monthly rental of $1,400.
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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.
7
PART II
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Item 5.
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Market for
Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
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The Companys Common Stock is traded principally on the
American Stock Exchange (Symbol: FRD).
Reference is hereby made to the sections of the Companys
Annual Report to Shareholders for the fiscal year ended
March 31, 2009, entitled Description of
Business Range of High and Low Sales Prices of
Common Stock and Description of Business
Cash 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 22, 2009 was 310.
Item 6. Selected
Financial Data
Not required.
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Item 7.
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Managements
Discussion and Analysis of Financial Condition and Results of
Operations
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Information with respect to Item 7 is hereby incorporated
herein by reference from the section of the Companys
Annual Report to Shareholders for the fiscal year ended
March 31, 2009, entitled Managements Discussion
and Analysis of Financial Condition and Results of
Operations.
Item 7A. Quantitative
and Qualitative Disclosures about Market Risk
Not required.
Item 8. Financial
Statements and Supplementary Data
The following financial statements and notes thereto of the
Company included in the Companys Annual Report to
Shareholders for the fiscal year ended March 31, 2009, are
hereby incorporated herein by reference:
Consolidated Balance Sheets March 31, 2009 and
2008
Consolidated Statements of Earnings Years ended
March 31, 2009 and 2008
Consolidated Statements of Stockholders Equity
Years ended March 31, 2009 and 2008
Consolidated Statements of Cash Flows Years ended
March 31, 2009 and 2008
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Information with respect to supplementary financial information
relating to the Company appears in Note 8
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 Companys
Annual Report to Shareholders for the fiscal year ended
March 31, 2009.
8
The following supplementary schedule for the Company for the
year ended March 31, 2009, 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.
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Item 9.
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Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure.
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None
Item 9A. Controls
and Procedures
Evaluation
of Disclosure Controls and Procedures
The Companys management, with the participation of the
Companys principal executive officer (CEO) and principal
financial officer (CFO), evaluated the effectiveness of the
Companys disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934, as amended ( the Exchange
Act)) as of the end of the period covered by this report.
Based on this evaluation, the CEO and CFO have concluded that,
as of the end of such period, the Companys disclosure
controls and procedures were effective to ensure that
information that is required to be disclosed by the Company in
the reports it files or submits under the Exchange Act is
(i) recorded, processed, summarized and reported, within
the time periods specified in the SECs rules and forms and
(ii) accumulated and communicated to the Companys
management, including the CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.
Internal Control Over Financial Reporting
Managements report on internal control over financial
reporting appears on page 16 of the Companys Annual
Report to Shareholders for the year ended March 31, 2009, which
is incorporated herein by reference. This annual report does not
include an attestation report of the Companys independent
registered public accounting firm regarding internal control
over financial reporting. Managements report was not
subject to attestation by the Companys independent
registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the Company
to provide only managements report in this annual report.
There were no changes in the Companys internal control
over financial reporting that occurred during the fiscal quarter
ended March 31, 2009 that have materially affected, or are
reasonably likely to materially affect, the Companys
internal control over financial reporting.
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Item
9B.
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Other
Information
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None
9
PART
III
Item 10. Directors
and Executive Officers of the Registrant
Except as otherwise set forth below, information with respect to
Item 10 is hereby incorporated herein by reference from the
Companys proxy statement in respect of the 2009 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 Companys 2009
fiscal year.
Information with respect to Item 10 regarding executive
officers is hereby incorporated by reference from the
information set forth under the caption Executive Officers
of the Company in Item 1 of this report.
The Company has adopted the Friedman Industries, Incorporated
Code of Conduct and Ethics (the Code) which applies
to the Companys employees, directors and officers,
including its principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions. A copy of the Code is filed as an
exhibit hereto.
Item 11. Executive
Compensation
Information with respect to Item 11 is hereby incorporated
herein by reference from the Companys proxy statement in
respect of the 2009 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 Companys 2009 fiscal year.
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Item 12.
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Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
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|
Equity
Compensation Plan Information
|
The Company had no equity compensation plan as of March 31,
2009.
|
|
|
Security
Ownership Information
|
The additional information with respect to Item 12
regarding the security ownership of certain beneficial owners
and management, and related matters, is hereby incorporated
herein by reference from the Companys proxy statement in
respect to the 2009 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 Companys 2009 fiscal year.
Item 13.
Certain Relationships and Related Transactions
Information with respect to Item 13 is hereby incorporated
herein by reference from the Companys proxy statement in
respect of the 2009 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 Companys 2009 fiscal year.
|
|
Item 14.
|
Principal
Accountant Fees and Services
|
Information with respect to Item 14 is hereby incorporated
herein by reference from the Companys proxy statement in
respect of the 2009 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 Companys 2009 fiscal year.
10
PART IV
Item 15.
Exhibits, Financial Statement Schedules and Reports on Form
8-K
(a) Documents included in this report
1. Financial Statements
The following financial statements and notes thereto of the
Company are included in the Companys Annual Report to
Shareholders for the fiscal year ended March 31, 2009,
which is incorporated herein by reference:
Consolidated Balance Sheets March 31, 2009 and
2008
Consolidated Statements of Earnings Years ended
March 31, 2009 and 2008
Consolidated Statements of Stockholders Equity
Years end March 31, 2009 and 2008
Consolidated Statements of Cash Flows Years ended
March 31, 2009 and 2008
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
2. Financial Statement Schedules
The following financial statement schedule of the Company is
included in this report at
page 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.
3. Exhibits
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
3
|
.1
|
|
Articles of Incorporation of the Company, as amended
(filed as an exhibit to and incorporated by reference from the
Companys Annual Report on
Form 10-K
for the year ended March 31, 1982).
|
|
3
|
.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 and
incorporated by reference from the Companys Annual Report
on
Form 10-K
for the year ended March 31, 1988).
|
|
3
|
.3
|
|
Amended and Restated Bylaws of the Company
(incorporated by reference from Exhibit 3.1 to the
Companys Current Report on
Form 8-K
filed on February 9, 2006).
|
|
4
|
.1
|
|
Reference is made to Exhibits 10.1, 10.3, 10.4,
10.5, 10.6, 10.7, 10.9, 10.10 and 10.11 described in this
Item 15(a).
|
|
10
|
.1
|
|
Amended and Restated Letter Agreement dated
April 1, 1995, between the Company and Texas Commerce Bank
National Association (TCB) regarding an $8,000,000
revolving line of credit (filed as an exhibit to and
incorporated by reference from the Companys Annual Report
on
Form 10-K
for the year ended March 31, 1995).
|
|
*10
|
.2
|
|
Friedman Industries, Incorporated 1996 Stock Option
Plan (filed as an exhibit to and incorporated by reference from
the Companys Annual Report on
Form 10-K
for the year ended March 31, 1997).
|
|
10
|
.3
|
|
First Amendment to Amended and Restated Letter
Agreement between the Company and TCB dated April 1, 1997
(filed as an exhibit to and incorporated by reference from the
Companys Annual Report on Form 10-K for the year
ended March 31, 1997).
|
|
10
|
.4
|
|
Second Amendment to Amended and Restated Letter
Agreement between the Company and TCB dated July 21, 1997
(filed as an exhibit to and incorporated by reference from the
Companys Report on
Form 10-Q
for the three months ended June 30, 1997).
|
11
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
10
|
.5
|
|
Third Amendment to the Amended and Restated Letter
Agreement dated April 1, 1999 between the Company and Chase
Bank of Texas N.A. (filed as an exhibit to and incorporated by
reference from the Companys report on
Form 10-Q
for the three months ended June 30, 1999).
|
|
10
|
.6
|
|
Fourth Amendment to the Amended and Restated Letter
Agreement dated June 1, 2001 between The Chase Manhattan
Bank and the Company (filed as an exhibit to and incorporated by
reference from the Companys report on Form 10-Q for
the three months ended June 30, 2001).
|
|
10
|
.7
|
|
Fifth Amendment to the Amended and Restated Letter
Agreement dated effective as of April 1, 2003 between
JPMorgan Chase Bank N.A. and the Company (filed as an exhibit to
and incorporated by reference from the Companys report on
Form 10-Q
for the three months ended June 30, 2003).
|
|
10
|
.8
|
|
Agreement dated December 13, 2004, by and
between Harold Friedman and the Company (incorporated by
reference from Exhibit 10.2 to the Companys current
report on
Form 8-K
filed on December 14, 2004).
|
|
10
|
.9
|
|
Sixth Amendment to the Amended and Restated Letter
Agreement dated effective as of April 1, 2005 between
JPMorgan Chase Bank N.A. and the Company (filed as an exhibit to
and incorporated by reference from the Companys report on
Form 10-Q
for the three months ended June 30, 2005).
|
|
10
|
.10
|
|
Seventh Amendment to the Amended and Restated Letter
Agreement dated effective as of May 18, 2007 between
JPMorgan Chase Bank N.A. and the Company (filed as an exhibit to
and incorporated by reference from the Companys Annual
Report on Form 10-K for the year ended March 31, 2007).
|
|
10
|
.11
|
|
Revolving Promissory Note dated effective
May 18, 2007 between the Company and J.P. Morgan Chase
Bank N.A. (filed as an exhibit 6 and incorporated by
reference from the Companys Annual Report on
Form 10-K for the year ended March 31, 2007).
|
|
10
|
.12
|
|
Lease Agreement between Steelvest Property, LLC and
the Company dated September 8, 2006, regarding office space
(filed as an exhibit to and incorporated by reference from the
Companys Annual Report on Form 10-K for the year
ended March 31, 2008).
|
|
10
|
.13
|
|
Consultant Agreement dated October 31, 2008, by
and between Jack Friedman and the Company (incorporated by
reference from Exhibit 10.1 to Companys current
report on Form 8-K filed on November 6, 2008).
|
|
**13
|
.1
|
|
The Companys Annual Report to Shareholders for
the fiscal year ended March 31, 2009.
|
|
**14
|
.1
|
|
Friedman Industries, Incorporated Code of Conduct
and Ethics.
|
|
**21
|
.1
|
|
List of Subsidiaries.
|
|
**23
|
.1
|
|
Consent of Hein & Associates LLP,
Independent Registered Public Accounting Firm.
|
|
**31
|
.1
|
|
Certification Pursuant to Section 302 of the
Sarbanes-Oxley
Act of 2002, signed by William E. Crow.
|
|
**31
|
.2
|
|
Certification Pursuant to Section 302 of the
Sarbanes-Oxley
Act of 2002, signed by Ben Harper.
|
|
**32
|
.1
|
|
Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of
the
Sarbanes-Oxley
Act of 2002, signed by William E. Crow.
|
|
**32
|
.2
|
|
Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of
the
Sarbanes-Oxley
Act of 2002, signed by Ben Harper.
|
|
|
*
|
Management contract or compensation plan.
|
|
**
|
Filed herewith.
|
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.
12
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 26th day of
June, 2009.
FRIEDMAN INDUSTRIES, INCORPORATED
William E. Crow
Chief Executive Officer
and
President
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/ WILLIAM
E. CROW
William
E. Crow
|
|
Chief Executive Officer and President and Director (Principal
Executive Officer)
|
|
June 26, 2009
|
|
|
|
|
|
/s/ BENNY
B. HARPER
Benny
B. Harper
|
|
Senior Vice President Finance Secretary/Treasurer
(Principal Financial and Accounting Officer)
|
|
June 26, 2009
|
|
|
|
|
|
/s/ HAROLD
FRIEDMAN
Harold
Friedman
|
|
Director
|
|
June 26, 2009
|
|
|
|
|
|
/s/ JACK
FRIEDMAN
Jack
Friedman
|
|
Director
|
|
June 26, 2009
|
|
|
|
|
|
/s/ DURGA
D. AGRAWAL
Durga
D. Agrawal
|
|
Director
|
|
June 26, 2009
|
|
|
|
|
|
/s/ CHARLES
W. HALL
Charles
W. Hall
|
|
Director
|
|
June 26, 2009
|
|
|
|
|
|
/s/ ALAN
M. RAUCH
Alan
M. Rauch
|
|
Director
|
|
June 26, 2009
|
|
|
|
|
|
/s/ HERSHEL
M. RICH
Hershel
M. Rich
|
|
Director
|
|
June 26, 2009
|
|
|
|
|
|
/s/ JOEL
SPIRA
Joel
Spira
|
|
Director
|
|
June 26, 2009
|
|
|
|
|
|
/s/ JOE
L. WILLIAMS
Joe
L. Williams
|
|
Director
|
|
June 26, 2009
|
|
|
|
|
|
/s/ MAX
REICHENTHAL
Max
Reichenthal
|
|
Director
|
|
June 26, 2009
|
13
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
|
|
|
|
|
|
|
|
|
|
Beginning
|
|
|
Costs and
|
|
|
Other Accounts
|
|
|
Deductions
|
|
|
Balance at
|
|
Description
|
|
of Period
|
|
|
Expenses
|
|
|
Describe(A)
|
|
|
Describe(B)
|
|
|
End of Period
|
|
|
Year ended March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts receivable and cash discounts
(deducted from related asset account)
|
|
$
|
37,276
|
|
|
$
|
22,294
|
|
|
$
|
1,182,776
|
|
|
$
|
1,215,070
|
|
|
$
|
27,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts receivable and cash discounts
(deducted from related asset account)
|
|
$
|
37,276
|
|
|
$
|
0
|
|
|
$
|
921,692
|
|
|
$
|
921,692
|
|
|
$
|
37,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
Cash discounts allowed on sales and charged against revenue.
|
|
(B)
|
Accounts receivable written off and cash discounts allowed on
sales.
|
S-1
EXHIBIT
INDEX
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
3
|
.1
|
|
Articles of Incorporation of the Company, as amended
(filed as an exhibit to and incorporated by reference from the
Companys Annual Report on
Form 10-K
for the year ended March 31, 1982).
|
|
3
|
.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 and
incorporated by reference from the Companys Annual Report
on
Form 10-K
for the year ended March 31, 1988).
|
|
3
|
.3
|
|
Amended and Restated Bylaws of the Company
(incorporated by reference from Exhibit 3.1 to the
Companys Current Report on
Form 8-K
filed on February 9, 2006).
|
|
4
|
.1
|
|
Reference is made to Exhibits 10.1, 10.3, 10.4,
10.5, 10.6, 10.7, 10.9, 10.10 and 10.11 described in this
Item 15(a).
|
|
10
|
.1
|
|
Amended and Restated Letter Agreement dated
April 1, 1995, between the Company and Texas Commerce Bank
National Association (TCB) regarding an $8,000,000
revolving line of credit (filed as an exhibit to and
incorporated by reference from the Companys Annual Report
on
Form 10-K
for the year ended March 31, 1995).
|
|
*10
|
.2
|
|
Friedman Industries, Incorporated 1996 Stock Option
Plan (filed as an exhibit to and incorporated by reference from
the Companys Annual Report on
Form 10-K
for the year ended March 31, 1997).
|
|
10
|
.3
|
|
First Amendment to Amended and Restated Letter
Agreement between the Company and TCB dated April 1, 1997
(filed as an exhibit to and incorporated by reference from the
Companys Annual Report on Form 10-K for the year
ended March 31, 1997).
|
|
10
|
.4
|
|
Second Amendment to Amended and Restated Letter
Agreement between the Company and TCB dated July 21, 1997
(filed as an exhibit to and incorporated by reference from the
Companys Report on
Form 10-Q
for the three months ended June 30, 1997).
|
|
10
|
.5
|
|
Third Amendment to the Amended and Restated Letter
Agreement dated April 1, 1999 between the Company and Chase
Bank of Texas N.A. (filed as an exhibit to and incorporated by
reference from the Companys report on
Form 10-Q
for the three months ended June 30, 1999).
|
|
10
|
.6
|
|
Fourth Amendment to the Amended and Restated Letter
Agreement dated June 1, 2001 between The Chase Manhattan
Bank and the Company (filed as an exhibit to and incorporated by
reference from the Companys report on Form 10-Q for
the three months ended June 30, 2001).
|
|
10
|
.7
|
|
Fifth Amendment to the Amended and Restated Letter
Agreement dated effective as of April 1, 2003 between
JPMorgan Chase Bank N.A. and the Company (filed as an exhibit to
and incorporated by reference from the Companys report on
Form 10-Q
for the three months ended June 30, 2003).
|
|
10
|
.8
|
|
Agreement dated December 13, 2004, by and
between Harold Friedman and the Company (incorporated by
reference from Exhibit 10.2 to the Companys current
report on
Form 8-K
filed on December 14, 2004).
|
|
10
|
.9
|
|
Sixth Amendment to the Amended and Restated Letter
Agreement dated effective as of April 1, 2005 between
JPMorgan Chase Bank N.A. and the Company (filed as an exhibit to
and incorporated by reference from the Companys report on
Form 10-Q
for the three months ended June 30, 2005).
|
|
10
|
.10
|
|
Seventh Amendment to the Amended and Restated Letter
Agreement dated effective as of May 18, 2007 between
JPMorgan Chase Bank N.A. and the Company (filed as an exhibit to
and incorporated by reference from the Companys Annual
Report on Form 10-K for the year ended March 31, 2007).
|
|
10
|
.11
|
|
Revolving Promissory Note dated effective
May 18, 2007 between the Company and J.P. Morgan Chase
Bank N.A. (filed as an exhibit to and incorporated by reference
from the Companys Annual Report on Form 10-K for the
year ended March 31, 2007).
|
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description
|
|
|
10
|
.12
|
|
Lease Agreement between Steelvest Property, LLC and
the Company dated September 8, 2006, regarding office space
(filed as an exhibit to and incorporated by reference from the
Companys Annual Report on Form 10-K for the year
ended March 31, 2008).
|
|
10
|
.13
|
|
Consultant Agreement dated October 31, 2008, by
and between Jack Friedman and the Company (incorporated by
reference from Exhibit 10.1 to Companys current
report on Form 8-K filed on November 6, 2008).
|
|
**13
|
.1
|
|
The Companys Annual Report to Shareholders for
the fiscal year ended March 31, 2009.
|
|
**14
|
.1
|
|
Friedman Industries, Incorporated Code of Conduct
and Ethics.
|
|
**21
|
.1
|
|
List of Subsidiaries.
|
|
**23
|
.1
|
|
Consent of Hein & Associates LLP,
Independent Registered Public Accounting Firm.
|
|
**31
|
.1
|
|
Certification Pursuant to Section 302 of the
Sarbanes-Oxley
Act of 2002, signed by William E. Crow.
|
|
**31
|
.2
|
|
Certification Pursuant to Section 302 of the
Sarbanes-Oxley
Act of 2002, signed by Ben Harper.
|
|
**32
|
.1
|
|
Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of
the
Sarbanes-Oxley
Act of 2002, signed by William E. Crow.
|
|
**32
|
.2
|
|
Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of
the
Sarbanes-Oxley
Act of 2002, signed by Ben Harper.
|
|
|
*
|
Management contract or compensation plan.
|
|
**
|
Filed herewith.
|
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.