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FRIEDMAN INDUSTRIES INC - Quarter Report: 2004 December (Form 10-Q)

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Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

     
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2004
     
OR
     
[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FROM THE TRANSITION PERIOD FROM                                                TO                                                

COMMISSION FILE NUMBER 1-7521

FRIEDMAN INDUSTRIES, INCORPORATED

(Exact name of registrant as specified in its charter)
     
TEXAS
(State or other jurisdiction of
incorporation or organization)
  74-1504405
(I.R.S. Employer Identification
Number)

4001 HOMESTEAD ROAD, HOUSTON, TEXAS 77028-5585
(Address of principal executive office and zip code)
Registrant’s telephone number, including area code (713) 672-9433


Former name, former address and former fiscal year, if changed since last report

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

           
  Yes     X     No          

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

           
  Yes               No     X

     At December 31, 2004, the number of shares outstanding of the issuer’s only class of stock was 6,975,771 shares of Common Stock.



 


TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF EARNINGS — UNAUDITED
CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
CONDENSED NOTES TO QUARTERLY REPORT — UNAUDITED
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II — OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits
SIGNATURES
EXHIBIT INDEX
Certification of Jack Friedman Pursuant to Section 302
Certification of Ben Harper Pursuant to Section 302
Certification of Jack Friedman Pursuant to Section 906
Certification of Ben Harper Pursuant to Section 906


Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

FRIEDMAN INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

                       
          DECEMBER 31, 2004   MARCH 31, 2004
         
(Unaudited)
 
CURRENT ASSETS:
               
 
Cash and cash equivalents
  $ 5,251,015     $ 1,984,763  
 
Accounts receivable, net of allowances for bad debts and cash discounts of $27,276 and $44,776 at December 31, 2004 and March 31, 2004, respectively
    11,743,491       14,688,702  
 
Inventories
    25,506,944       21,043,992  
 
Other
    248,893       112,244  
 
   
     
 
     
TOTAL CURRENT ASSETS
    42,750,343       37,829,701  
PROPERTY, PLANT AND EQUIPMENT:
               
 
Land
    437,793       437,793  
 
Buildings and yard improvements
    4,088,149       4,088,149  
 
Machinery and equipment
    18,601,508       18,013,461  
 
Less accumulated depreciation
    (16,496,388 )     (15,846,288 )
 
   
     
 
 
    6,631,062       6,693,115  
OTHER ASSETS:
               
 
Cash value of officers’ life insurance
    547,590       1,302,613  
 
Deferred income taxes
    125,694       202,694  
 
   
     
 
     
TOTAL ASSETS
  $ 50,054,689     $ 46,028,123  
 
   
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
               
 
Accounts payable and accrued expenses
  $ 14,332,626     $ 10,204,653  
 
Current portion of long-term debt
    11,438       63,037  
 
Dividends payable
    563,603       151,500  
 
Income taxes payable
    100,771       1,134,433  
 
Contribution to profit sharing plan
    206,000       280,000  
 
Employee compensation and related expenses
    562,986       806,140  
 
   
     
 
     
TOTAL CURRENT LIABILITIES
    15,777,424       12,639,763  
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
    397,403       356,756  
STOCKHOLDERS’ EQUITY:
               
 
Common stock, par value $1:
               
   
Authorized shares — 10,000,000
               
   
Issued shares — 7,600,239 and 7,575,239 at December 31, 2004 and March 31, 2004, respectively
    7,600,239       7,575,239  
 
Additional paid-in capital
    27,756,199       27,714,669  
 
Treasury stock, at cost (624,468 shares at December 31, 2004 and 0 shares at March 31, 2004)
  (2,768,785 )    
 
Retained earnings(deficit)
    1,292,209     (2,258,304 )
 
   
     
 
     
TOTAL STOCKHOLDERS’ EQUITY
  33,879,862     33,031,604  
 
   
     
 
     
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 50,054,689     $ 46,028,123  
 
   
     
 

 


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FRIEDMAN INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS — UNAUDITED

                                   
      Three Months Ended   Nine Months Ended
      December 31,   December 31,
     
 
      2004   2003   2004   2003
     
 
 
 
Net sales
  $ 43,434,081     $ 24,977,857     $ 137,370,026     $ 75,592,716  
Costs and expenses
                               
 
Costs of goods sold
    40,277,843       24,028,792       124,987,291       71,195,237  
 
General, selling and administrative costs
    1,266,026       973,717       4,425,363       3,253,761  
 
Interest
          8,532             31,638  
 
   
     
     
     
 
 
    41,543,869       25,011,041       129,412,654       74,480,636  
Interest and other income
    (57,455 )     (48,511 )     (118,538 )     (52,532 )
 
   
     
     
     
 
Earnings before income taxes
    1,947,667       15,327       8,075,910       1,164,612  
Provision (benefit) for income taxes:
                               
 
Current
    709,058       14,210       2,898,339       422,968  
 
Deferred
    18,000       (9,000     77,000       (27,000 )
 
   
     
     
     
 
 
    727,058       5,210       2,975,339       395,968  
 
   
     
     
     
 
Net income
  $ 1,220,609     $ 10,117     $ 5,100,571     $ 768,644  
 
   
     
     
     
 
Average number of common shares outstanding:
                               
 
Basic
    7,480,467       7,575,239       7,548,704       7,575,239  
 
Diluted
    7,736,885       7,646,954       7,759,235       7,627,424  
Net income per share:
                               
 
Basic
  $ 0.16     $ 0.00     $ 0.68     $ 0.10  
 
Diluted
  $ 0.16     $ 0.00     $ 0.66     $ 0.10  
Cash dividends declared per common share
  $ 0.08     $ 0.02     $ 0.21     $ 0.08  

 


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FRIEDMAN INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

                       
          Nine Months Ended
          December 31,
         
          2004   2003
         
 
OPERATING ACTIVITIES
               
 
Net income
  $ 5,100,571     $ 768,644  
 
Adjustments to reconcile net income to cash provided by operating activities:
               
   
Depreciation
    678,900       697,499  
   
Provision for deferred taxes
    77,000       (27,000 )
   
Provision for postretirement benefits
    40,647        
 
Decrease (increase) in operating assets:
               
   
Accounts receivable
    2,945,211       948,149  
   
Inventories
    (4,462,952 )     2,222,545  
   
Other
    (136,649 )     (187,495 )
 
Increase (decrease) in operating liabilities:
               
   
Accounts payable and accrued expenses
    4,127,973       (1,317,608 )
   
Contribution to profit-sharing plan
    (74,000 )     (62,000 )
   
Employee compensation and related expenses
    (243,154 )     (139,724 )
   
Federal income taxes
    (1,033,662 )     (406,620 )
 
   
     
 
     
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES
    7,019,885       2,496,390  
INVESTING ACTIVITIES
               
 
Purchase of property, plant and equipment
    (617,387 )     (348,162 )
 
(Increase) decrease in cash value of officers’ life insurance
    755,023       (8,704 )
 
Proceeds from sale of asset
    542        
 
   
     
 
     
NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES
    138,178       (356,866 )
FINANCING ACTIVITIES
               
 
Cash dividends paid
    (1,139,007 )     (605,896 )
 
Principal payments on notes payable and revolving credit facility
    (51,599 )     (2,045,949 )
 
Proceeds from notes payable and revolving credit facility
          2,000,000  
 
Purchase of treasury stock
    (2,767,734 )      
 
Stock awards and options exercised
    66,529       6,300  
 
   
     
 
     
NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES
    (3,891,811 )     (645,545 )
 
   
     
 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    3,266,252       1,493,979
 
Cash and cash equivalents at beginning of period
    1,984,763       673,127  
 
   
     
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 5,251,015     $ 2,167,106  
 
   
     
 

 


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FRIEDMAN INDUSTRIES, INCORPORATED

CONDENSED NOTES TO QUARTERLY REPORT — UNAUDITED
NINE MONTHS ENDED DECEMBER 31, 2004

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 Company’s annual report on Form 10-K for the year ended March 31, 2004.

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 value. 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.

     A summary of inventory values follows:

                 
    December 31,   March 31,
    2004   2004
   
 
Prime Coil Inventory
  $ 12,797,190     $ 4,976,300  
Non-Standard Coil Inventory
    415,910       4,181,815  
Tubular Raw Material
    3,937,511       3,515,060  
Tubular Finished Goods
    8,356,333       8,370,817  
 
   
     
 
 
  $ 25,506,944     $ 21,043,992  
 
   
     
 

NOTE C — LONG-TERM DEBT

     The following summary reflects long-term debt including the current portion thereon:

                 
    December 31, 2004   March 31, 2004
   
 
Notes payable on equipment purchases
  $ 11,438     $ 63,037  

     The Company has a $6 million revolving credit facility which expires April 1, 2006. There were no amounts outstanding pursuant to the facility at December 31, 2004 or March 31, 2004.

NOTE D — STOCK BASED COMPENSATION

     The Company follows Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), for its employee stock options. Under APB 25, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.

     The following schedule reflects the impact on net income and earnings per common share if the Company had applied the fair value recognition provisions of Statements of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, to stock based employee compensation for each period indicated:

                                     
        Three Months Ended
December 31,

  Nine Months Ended
December 31,

        2004
  2003
  2004
  2003
Reported net income
  $ 1,220,609     $ 10,117     $ 5,100,571     $ 768,644  
Less: compensation expenses per SFAS No. 123, net of tax
    .00       .00       .00       31,582  
 
   
     
     
     
 
Pro forma net income
  $ 1,220,609     $ 10,117     $ 5,100,571     $ 737,062  
 
   
     
     
     
 
BASIC EARNINGS PER COMMON SHARE:
                               
Reported net income
    .16       .00       .68       .10  
Less: compensation expense per SFAS No. 123, net of tax
    .00       .00       .00       .00  
 
   
     
     
     
 
Pro forma net income
    .16       .00       .68       .10  
 
   
     
     
     
 
DILUTED EARNINGS PER COMMON SHARE:
                               
Reported net income
    .16       .00       .66       .10  
Less: compensation expense per SFAS No. 123, net of tax
    .00       .00       .00       .00  
 
   
     
     
     
 
Pro forma net income
    .16       .00       .66       .10  
 
   
     
     
     
 

     During the nine months ended December 31, 2004, options for 23,000 shares of the Company’s common stock were exercised which resulted in proceeds of $54,730 to the Company. In the 2004 period, no options were granted.

     The fair value of options was estimated using a Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rates of 3.0%, a dividend yield of 3.4%, volatility factor of the expected market price of the Company’s common stock of 0.42, and a weighted average expected life of the option of four years.

 


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     NOTE E — SEGMENT INFORMATION — UNAUDITED

                                     
        Three Months Ended   Nine Months Ended
        December 31,   December 31,
       
 
        2004   2003   2004   2003
       
 
 
 
Net sales
                               
 
Coil
  $ 21,617     $ 12,758     $ 76,310     $ 39,310  
 
Tubular
    21,817       12,220       61,060       36,283  
 
   
     
     
     
 
   
Total net sales
  $ 43,434     $ 24,978     $ 137,370     $ 75,593  
 
   
     
     
     
 
Operating profit (loss)
                               
 
Coil
  $ 576     $ (106 )   $ 3,800     $ 904  
 
Tubular
    1,891       515       6,765       1,944  
 
   
     
     
     
 
   
Total operating profit
    2,467       409       10,565       2,848  
 
General corporate expenses
    576       434       2,607       1,704  
 
Interest expense
          9             32  
 
Interest & other income
    (57 )     (49 )     (118 )     (53 )
 
   
     
     
     
 
   
Total earnings before taxes
  $ 1,948     $ 15     $ 8,076     $ 1,165  
 
   
     
     
     
 
                     
        December 31,   March 31,
        2004   2004
       
 
Segment assets
               
 
Coil
  $ 23,861     $ 21,770  
 
Tubular
    20,134       20,624  
 
   
     
 
 
    43,995       42,394  
 
Corporate assets
    6,060       3,634  
 
   
     
 
   
Total assets
  $ 50,055     $ 46,028  
 
   
     
 

     Segment amounts reflected above are stated in thousands. General 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, accrued profit sharing expense, corporate insurance expenses and office supplies. Corporate assets consists primarily of cash and cash equivalents and the cash value of officers’ life insurance.

NOTE F-NEW ACCOUNTING PRONOUNCEMENTS

     In December 2004, the Financial Accounting Standards Board (FASB) issued Statement Financial Accounting Standard No. 123 (revised 2004), Share-Based Payment (SFAS 123(R)). Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The effective date of SFAS 123(R) is as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. The Company is currently assessing the effect of SFAS 123(R) on its financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Nine Months Ended December 31, 2004 Compared to Nine Months Ended December 31, 2003

During the nine months ended December 31, 2004, sales, costs of goods sold and gross profit increased $61,777,310, $53,792,054 and $7,985,256 from the respective amounts recorded during the nine months ended December 31, 2003. The increases in sales and costs of goods were related primarily to increases in the average per ton selling price and average per ton cost of goods sold of approximately 86% and 79%, respectively. Total tons shipped decreased from approximately 224,000 tons in the 2003 period to 219,000 tons in the 2004 period. Gross profit benefited from improved margins. In the 2004 period, gross profit and costs of goods as percentage of sales were approximately 9.0% and 91.0%, respectively, compared to 5.8% and 94.2%, respectively, in the 2003 period. During the 2004 period, the Company experienced a significant improvement in market conditions for its products as compared to market conditions during the 2003 period.

Coil product segment sales increased approximately $37,000,000 during the 2004 period. This increase was related primarily to an increase in the average per ton selling price. Tons shipped actually declined from approximately 121,000 tons in the 2003 period to 105,000 tons in the 2004 period. This decrease was related primarily to a decrease in tons sold by the Company’s XSCP Division (“XSCP”). During the 2004 period, XSCP, which markets non-standard coils received from Nucor Steel Company (“NSC”), agreed with NSC to suspend the purchase of non-standard coils. XSCP accounted for approximately 3% of total sales during the 2004 period. The Company expects to continue XSCP operations. Currently, the Company is receiving limited shipments of non-standard coils from NSC. In the near term, management expects these limited shipments to continue. When not used by XSCP, XSCP operating assets can be used at the Company’s Hickman, Arkansas coil facility (“Hickman”). Total coil operating profit as a percentage of coil segment sales increased from 2.3% in the 2003 period to 5.0% in the 2004 period. Improved market conditions for coil segment products produced increases in sales and margins during the 2004 period.

In the 2004 period, the Company’s Lone Star coil facility (“LSCF”) continued to experience a lack of supply of coil products from its primary coil supplier, Lone Star Steel Company (“LSS”). LSCF, which accounted for approximately 8% of total sales in the 2004 period, has from time to time purchased coils from other suppliers. However, freight costs associated with these purchases diminishes the Company’s competitiveness in a very competitive industry. LSCF produced a profit from operations in the 2004 period. A further reduction in supply could have an adverse effect on coil segment operations. Management confers regularly with LSS and continues to monitor this situation closely.

The Company is dependent on LSS and NSC for its supply of inventory. NSC continues to supply Hickman with steel coils in amounts that are adequate for the Company’s purposes. While current levels are adequate to sustain the Company’s operations, a reduction in the supply of steel coils could have an adverse effect on the Company’s coil operations.

Tubular product segment sales increased approximately $24,777,000 during the 2004 period. This increase resulted from both an increase in tons shipped and from an approximate 51% increase in the average per ton selling price. Tons shipped increased from approximately 103,000 tons in the 2003 period to 114,000 tons in the 2004 period. Tubular product segment operating profits as a percentage of segment sales were approximately 11.1 % and 5.4 % in the 2004 and 2003 periods, respectively. This segment benefited from significantly improved market conditions for tubular products during the 2004 period as compared to market conditions in the 2003 period.

During the 2004 quarter, LSS, the Company’s primary supplier of tubular products and coil material used in pipe manufacturing, continued to supply such products in amounts that were adequate for the Company’s purposes. The Company does not currently anticipate any significant change in such supply from LSS.

During the 2004 period, general, selling and administrative costs increased $1,171,602 from the amount recorded during the 2003 period. This increase was related primarily to bonuses associated with increased earnings and an increase in legal and professional expenses.

Interest and other income increased $66,006 from the amount recorded during the 2003 period. This increase was associated primarily with interest earned on improved invested cash positions in the 2004 period.

Income taxes increased $2,579,371 from the comparable amount recorded during the 2003 period. This increase was primarily related to the increase in earnings before taxes. The effective tax rates were 37% and 34% in the 2004 period and 2003 period, respectively. In the 2004 period, the Company recorded additional taxes of $153,780 and $75,750 reflecting the net effect of state income taxes and taxes related to the surrender of life insurance policies, respectively.

Three Months Ended December 31, 2004 Compared to Three Months Ended December 31, 2003

During the quarter ended December 31, 2004, sales, costs of goods sold and gross profit increased $18,456,224, $16,249,051 and $2,207,173, from the respective amounts recorded during the quarter ended December 31, 2003. The increases in sales and costs of goods were related primarily to increases in the average per ton selling price and average per ton cost of goods sold of approximately 100% and 92%, respectively. Total tons shipped declined from approximately 72,000 tons in the 2003 quarter to approximately 63,000 tons in the 2004 quarter. Gross profit benefited from improved margins. In the 2004 quarter, gross profit and costs of goods as percentage of sales were approximately 7.3% and 92.7%, respectively, compared to 3.8% and 96.2%, respectively, in the 2003 quarter. During the 2004 quarter, the Company experienced a significant improvement in market conditions for its products as compared to market conditions during the 2003 quarter.

Coil product segment sales increased approximately $8,859,000 during the 2004 quarter. This increase was related primarily to an increase in the average per ton selling price of approximately 136%. Tons shipped declined from approximately 38,000 tons in the 2003 quarter to 27,000 tons in the 2004 quarter. This decrease was related primarily to a decrease in tons sold by XSCP. In the 2003 quarter, coil operations reflected an operating loss of approximately 1% of coil sales compared to an operating profit of approximately 3% of coil sales in the 2004 quarter. Significantly improved market conditions for coil segment products produced increased sales and margins during the 2004 quarter.

Tubular product segment sales increased approximately $9,597,000 during the 2004 quarter. This increase primarily resulted from an approximate 72% increase in the average per ton selling price. Tons shipped remained relatively constant during both quarters at approximately 35,000 tons. Tubular product segment operating profits as a percentage of segment sales were approximately 8.7% and 4.2% in the 2004 and 2003 quarters, respectively. This segment benefited from improved market conditions for tubular products during the 2004 quarter as compared to market conditions in the 2003 quarter.

During the 2004 quarter, general, selling and administrative costs increased $292,309 from the amount recorded during the 2003 quarter. This increase was related primarily to bonuses associated with increased earnings and legal and professional expenses.

Income taxes increased $721,848 from the comparable amount recorded during the 2003 quarter. This increase was primarily related to the increase in earnings before taxes. The effective tax rates were 37% and 34% in the 2004 quarter and 2003 quarter, respectively. In the 2004 quarter, the Company recorded additional taxes of $39,600 and $25,250 reflecting the net effect of state income taxes and taxes related to the surrender of life insurance policies, respectively.

 


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FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

      The Company remained in a strong, liquid position at December 31, 2004. Current ratios were 2.7 and 3.0 at December 31, 2004 and March 31, 2004, respectively. Working capital was $26,972,919 at December 31, 2004 and $25,189,938 at March 31, 2004.

      At December 31, 2004, the Company maintained assets and liabilities at levels it believed were commensurate with operations. Prime coil inventories increased due to increases in costs and tons. The increase in tons was primarily related to early shipments by NSC. The Company expects to continue to monitor, evaluate and manage balance sheet components depending on changes in the market conditions and the Company’s operations.

      On December 13, 2004, the Company purchased 624,207 shares of the common stock of the Company from Mr. Harold Friedman for approximately $4.434 per share or a total of $2,767,734. Effective as of December 31, 2004, Mr. Friedman resigned as Vice Chairman of the Board and retired as a full-time employee of the Company.

      During the nine months ended December 31, 2004, the Company purchased approximately $617,387 in fixed assets. This purchase was related primarily to a small diameter pipe mill which began operation in April 2004.

      In June 2004 and July 2004, the Company surrendered for cash, certain split-dollar life insurance policies on the lives of Jack and Harold Friedman, respectively. The Company received the total cash surrender value of $812,432.

      During the nine months ended December 31, 2004, cash and cash equivalents increased $3,266,252 primarily as the result of earnings during the 2004 period.

      The Company has an arrangement with a bank which provides for a revolving line of credit facility (the “revolving facility”). Pursuant to the revolving facility, which expires April 1, 2006, the Company may borrow up to $6 million at the bank’s prime rate or 1.5% over LIBOR. The Company uses the revolving facility to support cash flow and will borrow and repay the note as working capital is required. At December 31, 2004 and March 31, 2004, the Company had no borrowings outstanding under the revolving facility.

      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 funds on a term basis.

      Notwithstanding the current market conditions, the Company believes its cash flows from operations and borrowing capability under its revolving facility 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 Company’s 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 addition, the Company maintains an allowance for doubtful accounts receivable by providing for specifically identified accounts where collectibility is doubtful and a general allowance based on the aging of the receivables compared to past experience and current trends. On an ongoing basis, the Company evaluates estimates and judgements. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances.

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 and product quality. Forward-looking statements may be made by management orally or in writing including, but not limited to, this Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of the Company’s filings with the Securities and Exchange Commission under the Securities Act of 1933 and the Securities Exchange Act of 1934. 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 and prices of the Company products, changes in the demand for steel and steel products in general and the Company’s success in executing its internal operating plans.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      In the normal course of business the Company is exposed to market risks primarily from changes in the cost of steel in inventory and in interest rates. The Company closely monitors exposure to market risks and develops appropriate strategies to manage risk. With respect to steel purchases, there is no recognized market to purchase derivative financial instruments to reduce the inventory exposure risk on changing commodity prices. The exposure to market risk associated with interest rates relates primarily to debt. Recent debt balances are minimal and, as a result, direct exposure to interest rates changes is not significant.

Item 4. Controls and Procedures

     The Company’s management, with the participation of the Company’s principal executive officer (CEO) and principal financial officer (CFO), evaluated the effectiveness of the Company’s 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 fiscal quarter ended December 31, 2004. Based on this evaluation, for the reasons described below, the CEO and CFO concluded that its disclosure controls and procedures were not effective as of as of the end of the fiscal quarter ended December 31, 2004 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 recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

     During the financial reporting process associated with the Company’s financial results for the quarter ended December 31, 2004, the Company determined that certain errors had occurred with the regard to the accuracy of the Company’s accrual for accounts payable in the Company’s financial statements for the quarter ended September 30, 2004. As a result, on February 14, 2005, the Company restated its financial statements for the quarter ended September 30, 2004.

     In conjunction with the Company’s decision to restate its financial statements for the period ended September 30, 2004, the Company identified a material weakness in its internal control over financial reporting (as defined in Public Company Accounting Oversight Board, Auditing Standard No.2, a material weakness is a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected) and, as a result thereof, reevaluated its disclosure controls and procedures over the accrual of accounts payable and concluded that these controls were not effective. The Company has taken steps to identify, rectify and prevent the recurrence of such circumstances. As part of this undertaking, the Company intends to incorporate additional levels of review of the processes and supporting documentation related to its accruals, including but not limited to those for accounts payable. The Company believes these enhancements to its systems of internal control over financial reporting and disclosure controls and procedures will be adequate to provide reasonable assurance that the control objectives will be met.

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FRIEDMAN INDUSTRIES, INCORPORATED

Three Months Ended December 31, 2004

Part II — OTHER INFORMATION

Item 1. Legal Proceedings

      Not applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

  a). Not applicable
 
  b). Not applicable
 
  c). The following table presents information with respect to purchases of common stock of the Company made during the quarter ended December 31, 2004 as defined by Rule 10b-18(a)(3) under the Exchange Act:
                                                                                     
 
                                                                              (d)    
                                                                              Maximum    
                                                                              Number (or    
                                                                              Approximate    
                                                          (c)                 Dollar    
                                                          Total Number of                 Value) of    
                                                          Shares                 Shares that    
                                                          Purchased as                 May be    
                  (a)                                     Part of Publicly                 Purchased    
                  Total Number                 (b)                 Announced                 Under the    
                  of Shares                 Average Price                 Plans or                 Plans or    
  Period
              Purchased
                Paid Per Share
                Programs
                Programs
   
 
October 2004
                N/A                   N/A                   N/A                   N/A    
 
November 2004
                N/A                   N/A                   N/A                   N/A    
 
December 2004(1)
                624,207                 $ 4.434                   N/A                   N/A    
 
 
  (1) On December 13, 2004, pursuant to a stock purchase agreement, the Company purchased 624,207 shares of common stock of the Company from Harold Friedman, Vice Chairman of the Board and a director of the Company, for an aggregate purchase price of $2,767,734, or approximately $4.434 per share.
 
Item 3. Defaults Upon Senior Securities

  a). Not applicable
 
  b). Not applicable

Item 4. Submission of Matters to a Vote of Security Holders

     None

Item 5. Other Information

      Not applicable

Item 6. Exhibits

  10.1 — Stock Purchase Agreement dated December 13, 2004, by and between Harold Friedman and Friedman Industries, Incorporated (filed as an exhibit to and incorporated by reference from the Company’s Current Report on Form 8-K filed on December 14, 2004).
 
  10.2 — Agreement dated December 13, 2004, by and between Friedman Industries, Incorporated and Harold Friedman (filed as an exhibit to and incorporated by reference from the Companies Current Report on Form 8-K filed on December 14, 2004).
 
  31.1 — Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Jack Friedman
 
  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 Jack Friedman
 
  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
 

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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.

  FRIEDMAN INDUSTRIES, INCORPORATED
Date February 14, 2005      
  By   /s/  BEN HARPER
     
  Ben Harper, Senior Vice President-Finance
  (Principal Financial and Accounting Officer)
       

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EXHIBIT INDEX

     
Exhibit No. Description


 
Exhibit 10.1
  —Stock Purchase Agreement dated December 13, 2004, by and between Harold Friedman and Friedman Industries, Incorporated (filed as an exhibit to and incorporated by reference from the Company’s Current Report on Form 8-K filed on December 14, 2004).
 
Exhibit 10.2
  — Agreement dated December 13, 2004, by and between Friedman Industries, Incorporated and Harold Friedman (filed as an exhibit to and incorporated by reference from the Companies Current Report on Form 8-K filed on December 14, 2004).
 
Exhibit 31.1
  — Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Jack Friedman
 
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 Jack Friedman
 
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