e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010
OR
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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
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FROM THE TRANSITION PERIOD FROM
TO
COMMISSION FILE NUMBER 1-7521
FRIEDMAN INDUSTRIES, INCORPORATED
(Exact name of registrant as specified in its charter)
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TEXAS
(State or other jurisdiction of
incorporation or organization)
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74-1504405
(I.R.S. Employer Identification
Number) |
4001
HOMESTEAD ROAD, HOUSTON, TEXAS 77028-5585
(Address of principal executive office) (zip code)
Registrants 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 (or for such shorter period that
the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes þ No o
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 (§ 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files).
Yes o No o
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 o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company þ |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
At
June 30, 2010, the number of shares outstanding of the issuers only class of stock was
6,799,444 shares of Common Stock.
TABLE OF CONTENTS
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
FRIEDMAN INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
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JUNE
30, 2010 |
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MARCH
31, 2010 |
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ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents
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$ |
14,255,081 |
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$ |
19,812,881 |
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Accounts receivable,
net of allowances for bad debts and cash discounts of
$37,276 at June 30
and March 31, 2010
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11,612,636 |
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8,686,151 |
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Inventories
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24,249,380 |
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20,122,296 |
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Other
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5,967 |
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81,791 |
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TOTAL CURRENT ASSETS
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50,123,064 |
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48,703,119 |
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PROPERTY, PLANT AND
EQUIPMENT:
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Land
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1,082,331 |
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1,082,331 |
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Buildings and yard
improvements
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7,000,839 |
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7,000,839 |
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Machinery and equipment
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29,803,610 |
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29,374,766 |
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Less accumulated depreciation
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(22,429,533 |
) |
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(21,963,333 |
) |
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15,457,247 |
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15,494,603 |
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OTHER ASSETS:
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Cash value of officers
life insurance and other assets
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848,000 |
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834,000 |
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TOTAL ASSETS
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$ |
66,428,311 |
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$ |
65,031,722 |
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LIABILITIES AND
STOCKHOLDERS EQUITY
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CURRENT LIABILITIES:
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Accounts payable and
accrued expenses
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$ |
5,999,886 |
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$ |
6,912,741 |
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Current portion of
long-term debt
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13,507 |
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Income taxes payable
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708,520 |
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94,563 |
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Deferred credit for
LIFO inventory replacement
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94,064 |
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Dividends payable
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271,978 |
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67,994 |
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Contribution to profit
sharing plan
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99,500 |
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44,000 |
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Employee compensation
and related expenses
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625,632 |
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443,473 |
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TOTAL CURRENT LIABILITIES
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7,799,580 |
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7,576,278 |
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DEFERRED INCOME TAXES
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400,803 |
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414,403 |
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POSTRETIREMENT BENEFITS
OTHER THAN PENSIONS
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706,359 |
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682,631 |
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STOCKHOLDERS
EQUITY:
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Common stock, par value
$1:
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Authorized shares
10,000,000
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Issued shares
7,975,160 at June 30 and March 31, 2010
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7,975,160 |
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7,975,160 |
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Additional paid-in
capital
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29,003,674 |
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29,003,674 |
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Treasury stock at cost
(1,175,716 shares at June 30 and March 31, 2010)
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(5,475,964 |
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(5,475,964 |
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Retained earnings
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26,018,699 |
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24,855,540 |
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TOTAL STOCKHOLDERS
EQUITY
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57,521,569 |
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56,358,410 |
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TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
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$ |
66,428,311 |
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$ |
65,031,722 |
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2
FRIEDMAN INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED
STATEMENTS OF EARNINGS (LOSS) UNAUDITED
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THREE MONTHS ENDED JUNE 30, |
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2010 |
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2009 |
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Net Sales |
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$ |
29,222,232 |
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$ |
12,246,219 |
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Costs and expenses |
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Costs of goods sold |
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25,784,294 |
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11,658,639 |
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General, selling and administrative costs |
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1,274,470 |
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922,887 |
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27,058,764 |
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12,581,526 |
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Interest and other income |
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(14,027 |
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(14,500 |
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Earnings (loss) before income taxes |
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2,177,495 |
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(320,807 |
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Income tax provision (benefit): |
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Current |
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755,958 |
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(180,234 |
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Deferred |
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(13,600 |
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22,175 |
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742,358 |
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(158,059 |
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Net earnings (loss) |
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$ |
1,435,137 |
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$ |
(162,748 |
) |
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Average number of common shares outstanding: |
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Basic |
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6,799,444 |
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6,799,444 |
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Diluted |
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6,799,444 |
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6,799,444 |
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Net earnings (loss) per share: |
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Basic |
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$ |
0.21 |
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$ |
(0.02 |
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Diluted |
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$ |
0.21 |
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$ |
(0.02 |
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Cash dividends declared per common share |
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$ |
0.04 |
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$ |
0.03 |
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3
FRIEDMAN INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED
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THREE MONTHS ENDED JUNE 30, |
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2010 |
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2009 |
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OPERATING ACTIVITIES |
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Net earnings (loss) |
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$ |
1,435,137 |
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$ |
(162,748 |
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Adjustments to reconcile net earnings (loss) to cash provided by
(used in) operating activities: |
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Depreciation |
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466,200 |
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476,101 |
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Provision for deferred taxes |
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(13,600 |
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22,175 |
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Change in postretirement benefits |
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23,728 |
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16,826 |
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Decrease (increase) in operating assets: |
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Accounts receivable |
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(2,926,485 |
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1,234,458 |
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Inventories |
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(4,127,084 |
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2,611,148 |
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Prepaid
income taxes |
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(98,763 |
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Other current assets |
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75,824 |
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51,822 |
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Increase (decrease) in operating liabilities: |
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Accounts payable and accrued expenses |
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(912,855 |
) |
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921,825 |
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Contribution
to profit sharing plan |
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55,500 |
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42,000 |
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Employee compensation and related expenses |
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182,159 |
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(52,761 |
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Income taxes payable |
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613,957 |
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Deferred
credit for LIFO inventory replacement |
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94,064 |
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496,702 |
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NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES |
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(5,033,455 |
) |
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5,558,785 |
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INVESTING ACTIVITIES |
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Purchase of property, plant and equipment |
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(428,844 |
) |
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(205,825 |
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Increase in cash surrender value of officers
life insurance |
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(14,000 |
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(14,500 |
) |
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NET CASH USED IN INVESTING ACTIVITIES |
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(442,844 |
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(220,325 |
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FINANCING ACTIVITIES |
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Cash dividends paid |
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(67,994 |
) |
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(339,972 |
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Long-term debt |
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(13,507 |
) |
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(13,507 |
) |
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NET CASH USED IN FINANCING ACTIVITIES |
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(81,501 |
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(353,479 |
) |
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INCREASE
(DECREASE) IN CASH AND CASH EQUIVALENTS |
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(5,557,800 |
) |
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4,984,981 |
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Cash and cash equivalents at beginning of period |
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19,812,881 |
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16,880,110 |
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CASH AND CASH EQUIVALENTS AT END OF PERIOD |
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$ |
14,255,081 |
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$ |
21,865,091 |
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4
FRIEDMAN INDUSTRIES, INCORPORATED
CONDENSED 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 generally accepted accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. For further information, refer to the financial statements and
footnotes included in the Companys annual report on Form 10-K
for the year ended March 31, 2010.
NOTE B
INVENTORIES
Inventories consist of prime coil,
non-standard coil and tubular materials. Prime coil inventory
consists primarily of raw materials, non-standard coil inventory consists primarily of finished
goods and tubular inventory consists of both raw materials and
finished goods. Inventories are valued at the lower of cost or
replacement market. Cost for prime coil inventory is determined under
the last-in, first-out (LIFO) method. Cost
for non-standard coil inventory is determined using the specific identification method. Cost for
tubular inventory is determined using the weighted average method.
During
the quarter ended June 30, 2010, LIFO inventories were reduced but are expected to be
replaced by March 31, 2011. During the quarter ended
June 30, 2009, LIFO inventories were reduced and were partially
replaced by March 31, 2010. Deferred credits of $94,064 and
$496,702 were
recorded at June 30, 2010 and June 30, 2009, respectively, to reflect
replacement cost in excess of LIFO cost.
A
summary of inventory values by product group follows:
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June 30, |
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March 31, |
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2010 |
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2010 |
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Prime Coil Inventory |
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$ |
4,591,690 |
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$ |
4,643,951 |
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Non-Standard Coil Inventory |
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504,333 |
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504,351 |
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Tubular Raw Material |
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5,180,935 |
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3,698,531 |
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Tubular
Finished Goods |
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13,972,422 |
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11,275,463 |
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$ |
24,249,380 |
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$ |
20,122,296 |
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NOTE C LONG-TERM DEBT
In June 2007, the Company
incurred an interest free, long-term liability of $162,084 related to
the purchase of pipe loading equipment which was payable in 36 equal
monthly payments. The balance of this liability at March 31, 2010
of $13,507 was paid in the quarter ended June 30, 2010.
5
NOTE D SEGMENT INFORMATION (in thousands)
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THREE MONTHS ENDED |
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JUNE 30, |
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2010 |
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2009 |
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Net sales |
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Coil |
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$ |
12,097 |
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$ |
7,011 |
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Tubular |
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17,125 |
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5,235 |
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Total net sales |
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$ |
29,222 |
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$ |
12,246 |
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Operating
profit (loss) |
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Coil |
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$ |
(324 |
) |
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$ |
43 |
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Tubular |
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3,245 |
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89 |
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Total operating profit |
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2,921 |
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|
132 |
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Corporate expenses |
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758 |
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|
468 |
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Interest & other income |
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(14 |
) |
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(15 |
) |
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Earnings (loss) before income taxes |
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$ |
2,177 |
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$ |
(321 |
) |
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June 30, |
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March 31, |
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2010 |
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2010 |
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Segment assets |
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Coil |
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$ |
19,782 |
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$ |
20,377 |
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Tubular |
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31,542 |
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24,006 |
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51,324 |
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|
44,383 |
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Corporate assets |
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15,104 |
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|
20,649 |
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$ |
66,428 |
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$ |
65,032 |
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Corporate expenses reflect general and administrative expenses not directly associated with segment
operations and consist primarily of corporate
executive and accounting salaries, professional fees and services, bad debts, profit
sharing expense, corporate insurance expenses and
office supplies. Corporate assets consist primarily of cash and cash equivalents and the cash value
of officers life insurance.
NOTE E
SUPPLEMENTAL CASH FLOW INFORMATION
The Company paid income
taxes of approximately $253,000
and $62,000 in the quarters
ended June 30, 2010 and 2009, respectively. No interest was paid
in the quarters ended June 30, 2010 and 2009, respectively.
NOTE F SUBSEQUENT EVENTS
ASC
Topic 855, Subsequent Events (ASC 855) establishes general
standards of accounting for and disclosure of events that occur after
the balance sheet date but before the financial statements are issued
or are available to be issued.
ASC 855 provides guidance on the period after the balance sheet
date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or
disclosure in the financial statements, the circumstances under which
an entity
should recognize events or transactions occurring after the balance
sheet date in its financial statements and the disclosures that an
entity should
make about events or transactions that occurred after the balance
sheet date. The Company adopted ASC 855 during the quarter ended
June 30, 2009, and its application had no impact on the
Companys consolidated condensed financial statements. The
Company evaluated
subsequent events through the date of this filing.
6
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Three
Months Ended June 30, 2010
Compared to Three Months Ended June 30, 2009
During
the three months ended June 30, 2010, sales, costs of goods sold and gross profit increased
$16,976,013, $14,125,655 and $2,850,358, respectively, from the comparable amounts recorded
during the three months ended June 30, 2009. The increase in sales was related primarily
to a substantial increase in tons sold which increased from approximately 22,000 tons in
the 2009 quarter to approximately 39,000 tons in the 2010 quarter. Also, the average per
ton selling price increased from approximately $564 per ton in the 2009 quarter to $750 per
ton in the 2010 quarter. The increase in costs of goods sold was related primarily to
the increase in tons sold and an increase in average per ton cost which rose from
approximately $537 per ton in the 2009 quarter to approximately $662 in the 2010 quarter. Gross
profit benefited from the sales increase as well as a significant increase in gross
margins. Gross profit as a percentage of sales increased from approximately 4.8% in the
2009 quarter to approximately 11.8% in the 2010 quarter. During the 2009 quarter, the
Company experienced a significant downturn in the U.S. economy and the Companys
operations were adversely affected by extremely soft market conditions for durable goods and
energy related products. In the 2010 quarter, the Company experienced improved market
conditions for its tubular products but market demand for coil products remained soft.
Accordingly, the improvement in results of operations during the 2010 quarter was related
primarily to the tubular product segment of the Company.
Coil
product segment sales increased approximately $5,086,000 during the 2010 quarter. This increase
resulted primarily from a increase in tons sold and a significant increase in the average
selling price. Coil tons shipped increased from approximately 13,000 tons in the 2009 quarter
to approximately 16,000 tons in the 2010 quarter and the average per ton selling price
increased from approximately $525 per ton in the 2009 quarter to $738 in the 2010 quarter.
Margins earned on sales of coil products were adversely impacted in both the 2009 quarter
and the 2010 quarter by soft demand. Also, the Company incurred
significant increases in the cost
of coil material in the 2010 quarter that could not be readily passed on to its customers.
Management believes that market conditions for coil products will not improve until the U.S.
economy improves and generates significant improvement in demand for durable goods.
In August
2008, the Company began operating its new coil facility in Decatur, Alabama. This operation
produced an operating loss of approximately $300,000 and $400,000 in the 2010 and 2009
quarters, respectively. The Company expects that this facility will continue to produce a
loss until demand for coil products improves.
The
Company is primarily dependent on Nucor Steel Company (NSC) for its supply of coil inventory.
In the 2010 quarter, NSC continued to supply the Company with steel coils in amounts that were
adequate for the Companys purposes. The Company does not currently anticipate any significant
change in such supply from NSC. Loss of NSC as a supplier could have a material adverse effect
on the Companys business.
Tubular
product segment sales increased approximately $11,890,000 during the 2010 quarter. This increase
primarily resulted from a increase in tons sold which increased from approximately 8,000 tons
in the 2009 quarter to approximately 23,000 tons sold in the 2010 quarter. The average per ton
selling price of tubular products increased from approximately $627 per ton in the 2009 quarter
to $759 in the 2010 quarter. Tubular product segment operating profits as a percentage of
segment sales were approximately 1.7% and 18.9% in the 2009 and 2010 quarters, respectively.
Extremely soft market conditions were experienced in the 2009 quarter as compared to stronger
market conditions in the 2010 quarter. Also, since February 2010, the Company has received
an increase in orders for finished tubular products from U. S. Steel Tubular Products,
Inc. (USS), an affiliate of United States Steel Corporation.
In
recent years, USS has been the Companys primary supplier of tubular products and coil material
used in pipe manufacturing and a major customer of finished tubular products. Certain
finished tubular products used in the energy business are manufactured by the Company
and sold to USS. Beginning in December 2008, USS reduced orders for these finished tubular
products. Also, in February 2009, USS announced that it was temporarily idling its plant in
Lone Star, Texas, due to weak market conditions. From February 2009 until February 2010,
the Company received few orders from USS and experienced a significantly reduced supply of pipe and
coil material from USS. After USS reopened its Lone Star facility and since February 2010,
the Company has received an increase in orders for finished tubular products from USS and
an increased supply of tubular products and coil material used in the production of pipe.
Loss of USS as a supplier or customer could have an adverse effect on the Companys business.
The Company can make no assurances as to orders from USS or the amounts of pipe and coil
material that will be available from USS in the future.
From
February 2009 until February 2010, the Company downsized its tubular division to a level more
commensurate with operations. Since February 2010, the Company increased the level of
operations of the tubular division to support modest increases in production requirements.
During
the 2010 quarter, general, selling and administrative costs increased $351,583 from the
amount recorded during the 2009 quarter. This increase was related primarily to increases
in bonuses and commissions associated with increased earnings and volume.
Income
taxes increased $900,417 from the amount recorded in the 2009 quarter. This increase was
related primarily to earnings before taxes in the 2010 quarter compared to a loss before
taxes in the 2009 quarter. Effective tax rates were 34% and 49% in the quarters ended 2010
and 2009, respectively. In the 2009 quarter, the Company benefited from recoverable income taxes
associated with both federal and state income taxes.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
The
Company remained in a strong, liquid position at June 30, 2010.
The current ratio was 6.4 at June 30, 2010 and March 31, 2010.
Working capital was $42,323,484 at June
30, 2010, and $41,126,841 at March 31, 2010.
During
the quarter ended June 30,
2010, the Company maintained assets and liabilities at levels it believed were commensurate with operations. Changes in
balance sheet amounts primarily occurred in the ordinary course of
business. Cash decreased primarily as a result of
increases in accounts receivable and inventories. The Company expects
to continue to monitor, evaluate and manage balance sheet components depending on changes in market conditions
and the Companys operations.
During
the quarter ended June 30,
2010, the Company purchased approximately $429,000 in fixed assets. These assets were related primarily to
improvements associated with the Companys tubular operation.
The
Company had an
arrangement with a bank which provided for a revolving line of credit
facility (the revolver). The revolver expired April 1,
2010.
Historically,
the Company renewed the revolver approximately one year
before its expiration date. As a result of the current lending environment, the Company
was not able to amend or extend the revolver or enter into a new credit
arrangement on terms as favorable to the Company as the expired revolver. As a
result, the Company chose not to renew the revolver.
The Company has in the past and may in the future borrow funds on a term basis to build or
improve facilities. The Company currently has no plans to borrow any significant amount of funds on
a term basis.
Notwithstanding the current market conditions, the Company believes its cash flows from
operations and borrowing capability due to its strong balance sheet are adequate to fund its expected
cash requirements for the next twenty-four months.
CRITICAL ACCOUNTING POLICIES
The preparation of consolidated financial statements requires the Company to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. One
such accounting policy which requires significant estimates and judgments is the valuation of LIFO
inventories in the Companys quarterly reporting. The quarterly valuation of inventory requires
estimates of the year end quantities which is inherently difficult. Historically, these estimates
have been materially correct.
In the quarter ended June 30, 2010, LIFO inventories were reduced and are
expected to be replaced
by March 31, 2011. Also, in the quarter ended June 30, 2009,
LIFO inventories were reduced and were partially replaced by
March 31, 2010. Deferred credits of $94,064 and $496,702 were recorded at June
30, 2010 and June 30, 2009, respectively, to reflect replacement cost in excess of LIFO cost.
FORWARD-LOOKING STATEMENTS
From time to time, the Company may make certain statements that contain forward-looking
information (as defined in the Private Securities Litigation Reform Act of 1996) and that involve
risk and uncertainty. These forward-looking statements may include, but are not limited to, future
results of operations, future production capacity, product quality and proposed expansion plans.
Forward-looking statements may be made by management orally or in writing including, but not
limited to, this Managements Discussion and Analysis of Financial Condition and Results of
Operations and other sections of the Companys filings with the Securities and Exchange Commission
under the Securities Act of 1933 and the Securities Exchange Act of
1934 (the Exchange Act). Actual results and trends
in the future may differ materially depending on a variety of factors
including, but not limited to,
changes in the demand for and prices of the Companys products, changes in the demand for steel and steel
products in general and the Companys success in executing its internal operating plans, including
any proposed expansion plans.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not
Required
7
Item 4. 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 Exchange Act, as of the end of the fiscal quarter
ended June 30, 2010. Based on this
evaluation, the CEO and CFO have concluded that the Companys disclosure controls and procedures
were effective as of the end of the fiscal quarter ended
June 30, 2010 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.
There were no changes in the Companys internal control over financial reporting that occurred
during the fiscal quarter ended June 30, 2010 that have materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial reporting.
8
FRIEDMAN INDUSTRIES, INCORPORATED
Three Months Ended June 30, 2010
Part II OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 1A. Risk Factors
Not applicable
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
a). Not applicable
b). Not applicable
c). Not applicable
Item 3. Defaults Upon Senior Securities
a). Not applicable
b). Not applicable
Item 4.
[Removed and Reserved]
Item 5. Other Information
Not applicable
Item 6. Exhibits
Exhibits
|
31.1 |
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by
William E. Crow |
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31.2 |
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by
Ben Harper |
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32.1 |
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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 |
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
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|
|
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FRIEDMAN INDUSTRIES, INCORPORATED
|
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Date August 12, 2010 |
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|
|
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By |
/s/ Ben Harper
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Ben Harper, Senior Vice President-Finance |
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(Principal Financial and Accounting Officer) |
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10
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
|
Exhibit 31.1
|
|
Certification Pursuant to
Section 302 of the
Sarbanes-Oxley Act of 2002, signed by William E. Crow |
Exhibit 31.2
|
|
Certification Pursuant to
Section 302 of the
Sarbanes-Oxley Act of 2002, signed by Ben Harper |
Exhibit 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 |
Exhibit 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 |