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FRIEDMAN INDUSTRIES INC - Quarter Report: 2008 September (Form 10-Q)

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FROM THE TRANSITION PERIOD FROM                      TO
COMMISSION FILE NUMBER 1-7521
FRIEDMAN INDUSTRIES, INCORPORATED
(Exact name of registrant as specified in its charter)
     
TEXAS
(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) (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 þ                    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 oAccelerated 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 September 30, 2008, the number of shares outstanding of the issuer’s only class of stock was 6,799,444 shares of Common Stock.
 
 

 


TABLE OF CONTENTS

Part I — FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS — UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — 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 1A. Risk Factors
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
EX-31.1
EX-31.2
EX-32.1
EX-32.2


Table of Contents

Part I — FINANCIAL INFORMATION
Item 1. Financial Statements
FRIEDMAN INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
                 
    September 30, 2008     March 31, 2008  
    (Unaudited)        
ASSETS
               
CURRENT ASSETS:
               
Cash and cash equivalents
  $ 5,665,614     $ 2,643,922  
Accounts receivable, net of allowances for bad debts and cash discounts of $37,276 at September 30 and March 31, 2008
    22,024,581       16,742,000  
Inventories
    35,415,932       29,900,327  
 
Other
    266,867       136,345  
 
           
TOTAL CURRENT ASSETS
    63,372,994       49,422,594  
PROPERTY, PLANT AND EQUIPMENT:
               
Land
    1,082,331       1,082,331  
Construction in progress
          8,706,172  
Buildings and yard improvements
    7,000,839       3,494,294  
Machinery and equipment
    28,765,341       21,879,259  
Less accumulated depreciation
    (18,997,183 )     (18,389,983 )
 
           
 
    17,851,328       16,772,073  
 
               
OTHER ASSETS:
               
Cash value of officers’ life insurance and other assets
    748,000       720,001  
Deferred income taxes
          43,724  
 
           
 
TOTAL ASSETS
  $ 81,972,322     $ 66,958,392  
 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES:
               
Accounts payable and accrued expenses
  $ 25,182,113     $ 13,499,314  
Current portion of long-term debt
    54,028       54,028  
Dividends payable
    815,933       339,972  
Income taxes payable
    382,891       70,069  
Contribution to profit sharing plan
    212,500       259,500  
Employee compensation and related expenses
    1,524,780       561,483  
 
           
 
TOTAL CURRENT LIABILITIES
    28,172,245       14,784,366  
LONG-TERM DEBT LESS CURRENT PORTION
    40,521       6,667,536  
DEFERRED INCOME TAXES
    160,070        
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
    582,538       549,749  
STOCKHOLDERS’ EQUITY:
               
Common stock, par value $1:
               
Authorized shares — 10,000,000
               
Issued shares — 7,975,160 at September 30 and March 31, 2008
    7,975,160       7,975,160  
Additional paid-in capital
    29,003,674       29,003,674  
Treasury stock at cost (1,175,716 shares at September 30 and March 31, 2008)
    (5,475,964 )     (5,475,964 )
Retained earnings
    21,514,078       13,453,871  
 
           
 
TOTAL STOCKHOLDERS’ EQUITY
    53,016,948       44,956,741  
 
           
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 81,972,322     $ 66,958,392  
 
           

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FRIEDMAN INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS — UNAUDITED

                                     
        Three months ended
September 30,
    Six months ended
September 30,
 
     
        2008     2007     2008     2007  
                             
Net sales
    $ 71,074,140     $ 41,154,571     $ 130,672,836     $ 91,685,081  
Costs and expenses
                                 
 
Costs of goods sold
      60,927,793       38,722,209       112,461,746       85,483,101  
 
General, selling and administrative costs
      1,866,785       1,086,670       3,847,808       2,506,163  
 
Interest expense
                  23,310       47,740  
                             
 
      62,794,578       39,808,879       116,332,864       88,037,004  
Interest and other income
      (62,759 )     (55,530 )     (104,177 )     (97,300 )
                             
Earnings before income taxes
      8,342,321       1,401,222       14,444,149       3,745,377  
Provision for income taxes:
                                 
 
Current
      2,795,989       446,947       4,820,260       1,205,262  
 
Deferred
      101,897     33,389       203,794     66,778  
                             
 
      2,897,886       480,336       5,024,054       1,272,040  
                             
Net earnings
    $ 5,444,435     $ 920,886     $ 9,420,095     $ 2,473,337  
                             
 
Weighted average number of common shares outstanding:
                                 
 
Basic
      6,799,444       6,712,108       6,799,444       6,712,108  
 
Diluted
      6,799,444       6,777,070       6,799,444       6,778,396  
Net earnings per share:
                                 
 
Basic
    $ 0.80     $ 0.14     $ 1.39     $ 0.37  
 
Diluted
    $ 0.80     $ 0.14     $ 1.39     $ 0.36  
Cash dividends declared per common share
    $ 0.12     $ 0.08     $ 0.20     $ 0.16  

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FRIEDMAN INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

                       
          Six Months Ended
September 30
          2008   2007
OPERATING ACTIVITIES
               
 
Net earnings
  $ 9,420,095     $ 2,473,337  
 
Adjustments to reconcile net earnings to cash provided by operating activities:
               
   
Depreciation
    607,200       558,601  
   
Provision for deferred taxes
    203,794     66,778  
   
Provision for postretirement benefits
    32,789     26,470  
 
Decrease (increase) in operating assets:
               
   
Accounts receivable
    (5,282,581 )     4,356,696  
   
Prepaid income taxes
        (477,628
   
Inventories
    (5,515,605 )     11,113,087  
   
Other
    (130,522 )     (159,062
 
Increase (decrease) in operating liabilities:
             
   
Accounts payable and accrued expenses
    11,682,799     (11,025,193 )
   
Contribution to profit-sharing plan
    (47,000 )     (127,000 )
   
Employee compensation and related expenses
    963,297       (62,586
   
Income taxes payable
    312,822       (46,742
           
     
NET CASH PROVIDED BY OPERATING ACTIVITIES
    12,247,088     6,696,758  
INVESTING ACTIVITIES
               
 
Purchase of property, plant and equipment
    (1,686,455 )     (2,760,223 )
 
Increase in cash surrender value of officers’ life insurance
    (27,999 )     (23,600 )
           
     
NET CASH USED IN INVESTING ACTIVITIES
    (1,714,454 )     (2,783,823 )
FINANCING ACTIVITIES
               
 
Cash dividends paid
    (883,928 )     (1,073,938 )
 
Principal payments on notes payable
    (6,627,014     (13,507 )
 
Long-term debt
          162,084  
           
     
NET CASH USED IN FINANCING ACTIVITIES
    (7,510,942 )     (925,361 )
           
INCREASE IN CASH AND CASH EQUIVALENTS
    3,021,692     2,987,574
 
Cash and cash equivalents at beginning of period
    2,643,922       1,039,030  
           
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 5,665,614     $ 4,026,604  
 
           

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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 Company’s annual report on Form 10-K for the year ended March 31, 2008.
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 six months ended September 30, 2008, LIFO inventories were reduced and are not expected to be replaced by March 31, 2009. The Company expects that the replacement cost and the liquidated cost of material will be approximately equal at March 31, 2009 and that no significant gain or loss will be experienced in the year ended March 31, 2009 as a result of this liquidation. Accordingly, no gain or loss from this liquidation was recognized in the quarter ended September 30, 2008.
     A summary of inventory values by product group follows:
                 
    September 30,     March 31,  
    2008     2008  
Prime Coil Inventory
  $ 6,467,857     $ 8,121,728  
Non-Standard Coil Inventory
    526,075       918,334  
Tubular Raw Material
    8,447,954       7,444,805  
Tubular Finished Goods
    19,974,046       13,415,460  
 
           
 
  $ 35,415,932     $ 29,900,327  
 
           
NOTE C — LONG-TERM DEBT
     The Company has a $10 million revolving credit facility (the “revolver”) which expires April 1, 2010. There were no amounts outstanding pursuant to the revolver at September 30, 2008. At March 31, 2008, the Company owed $6,600,000 pursuant to the revolver at an average interest rate of approximately 4.4%. These loans were paid off in April and May 2008.
     In June 2007, the Company incurred an interest free, long-term liability of $162,084 related to the purchase of pipe loading equipment which is payable in 36 equal monthly payments and has a balance due of $94,549 at September 30, 2008.
NOTE D — STOCK BASED COMPENSATION
     Under the Company’s 1989 and 1996 Stock Option Plans, options were granted to certain officers and key employees to purchase common stock of the Company. Pursuant to the terms of the plans, no additional options may be granted. All options have ten-year terms and become fully exercisable at the end of six months of continued employment. The following is a summary of activity relative to options outstanding during each of the quarters ended September 30:
                                 
    2008     2007  
            Weighted             Weighted  
            Average             Average  
            Exercise             Exercise  
    Shares     Price     Shares     Price  
Outstanding at beginning of quarter
                88,836     $ 2.33  
Granted
                       
Exercised
                       
Canceled or expired
                       
 
                       
 
Outstanding at end of quarter
                88,836     $ 2.33  
 
                       

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    2008     2007  
            Weighted             Weighted  
            Average             Average  
            Exercise             Exercise  
    Shares     Price     Shares     Price  
Exercisable at the end of the quarter
                88,836     $ 2.33  
Weighted average fair value of options granted during the quarter
                       
Since no options were outstanding at September 30, 2008, intrinsic value was not applicable.
NOTE E — SEGMENT INFORMATION
                                     
        Three Months Ended
September 30,
  Six Months Ended
September 30,
         
        2008   2007   2008   2007
                     
        (in thousands)   (in thousands)
Net sales
                               
 
Coil
  $ 22,880     $ 19,575     $ 48,887     $ 40,650  
 
Tubular
    48,194       21,580       81,786       51,035  
 
                       
   
Total net sales
  $ 71,074     $ 41,155     $ 130,673     $ 91,685  
 
                       
Operating profit (loss)
                               
 
Coil
  $ (2,332 )   $ 544     $ (1,747 )   $ 1,480  
 
Tubular
    11,664       1,268       18,548       3,525  
 
                       
   
Total operating profit
    9,332       1,812       16,801       5,005  
 
Corporate expenses
    1,053       466       2,438       1,309  
 
Interest expense
              23       48
 
Interest & other income
    (63 )     (55 )     (104 )     (97 )
 
                       
   
Total earnings before taxes
  $ 8,342     $ 1,401     $ 14,444     $ 3,745  
 
                       
                 
    September 30,     March 31,  
    2008     2008  
    (in thousands)
Segment assets
               
Coil
  $ 25,664     $ 29,469  
Tubular
    50,983       34,041  
 
           
 
    76,647       63,510  
Corporate assets
    5,325       3,448  
 
           
 
  $ 81,972     $ 66,958  
 
           
     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 consist primarily of cash and cash equivalents and the cash value of officers’ life insurance.
NOTE F — SUPPLEMENTAL CASH FLOW INFORMATION
The Company paid income taxes of approximately $4,243,000 and $2,027,000 in the six months ended September  30, 2008 and 2007, respectively. Interest paid in the six months ended September 30, 2008 and 2007 was approximately $34,000 and $48,000, respectively.
NOTE G — NEW ACCOUNTING PRONOUNCEMENTS
     In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 establishes a framework for measuring fair value in accordance with generally accepted accounting principles, clarifies the definition of fair value within that framework, and expands disclosures about fair value measurements. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, except for the measurement of share-based payments. The standard does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective, for the Company, beginning the first quarter of fiscal year 2009. For certain types of financial instruments, SFAS No. 157 requires a limited form of retrospective transition, whereby the cumulative impact of the change in principle is recognized in the opening balance of retained earnings in the fiscal year of adoption. All other provisions of SFAS No. 157 will be applied prospectively beginning in the first quarter of fiscal year 2009. Adoption of SFAS No. 157 did not have a material impact on our consolidated financial statements in the six months ended September 30, 2008.

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

Results of Operations

    Six Months Ended September 30, 2008 Compared to Six Months Ended September 30, 2007

    During the six months ended September 30, 2008, sales, costs of goods sold and gross profit increased $38,987,755, $26,978,645 and $12,009,110, respectively, from the comparable amounts recorded during the six months ended September 30, 2007. The increase in sales was related primarily to an increase in average selling prices. The average per ton selling price increased from approximately $632 per ton in the 2007 period to approximately $909 per ton in the 2008 period. Total tons shipped remained approximately even, period to period. The Company sold approximately 144,000 tons and 145,000 tons in the 2008 and 2007 periods, respectively. The increase in costs of goods sold was primarily related to an increase in the average per ton cost of goods which increased from approximately $589 per ton in the 2007 period to $782 per ton in the 2008 period. The increase in gross profit in the 2008 period was related to substantially improved margins earned on pipe sales. Gross profit as a percentage of sales increased from approximately 6.8% in the 2007 period to 13.9% in the 2008 period. The Company experienced strong demand for its pipe products in the 2008 period and margins improved significantly. In addition, the Company benefited from lower cost inventory sold at substantially improved selling prices.

    Coil product segment sales increased approximately $8,237,000 during the 2008 period. This increase resulted primarily from an increase in the average per ton selling price which increased from approximately $662 per ton in the 2007 period to $949 per ton in the 2008 period. In the 2008 period, the Company experienced an operating loss of approximately $1,747,000 related to the coil operations compared to a profit of $1,480,000 in the 2007 period. Coil products are used primarily in durable goods and demand for such products was depressed in the 2008 period. As a result, tons sold declined from approximately 61,000 tons during the 2007 period to approximately 51,000 tons in the 2008 period. Also, the Company incurred a significant increase in cost of coil products during the 2008 period. Average per ton cost increased from approximately $627 per ton in the 2007 period to $968 per ton in the 2008 period. The Company was unable to pass all of this increased cost to its customers in the 2008 period. The Company believes that market conditions for coil products will remain somewhat soft until the U. S. economy improves and generates improved demand for durable goods.

    In the 2008 period, LIFO inventory of coil products was reduced. Since the Company maintains inventory levels based on sales requirements which decreased in the 2008 period, this reduction of LIFO inventory is not expected to be replaced by March 31, 2009. The Company expects that the replacement cost and the liquidated cost of material will be approximately equal at March 31, 2009 and that no significant gain or loss will be experienced in the year ended March 31, 2009 as a result of this liquidation. Accordingly, no gain or loss from this liquidation was recognized in the quarter ended September 30, 2008.

    In August 2008, the Company began operations at its new coil facility located at Decatur, Alabama. This operation produced an operating loss of approximately $90,000 during the 2008 period. The Company expects that this facility will continue to produce a loss during this ramp up period and until demand for coil products improves.

    The Company is primarily dependent on Nucor Steel Company (“NSC”) for its supply of coil inventory. NSC continues to supply the Company with steel coils in amounts that are adequate for the Company’s purposes. Loss of NSC as a supplier could have an adverse effect on the Company’s business.

    Tubular product segment sales increased approximately $30,751,000 during the 2008 period. This increase resulted from both an increase in average selling prices and an increase in tons sold. The average selling price per ton increased from approximately $609 per ton in the 2007 period to $887 per ton in the 2008 period. The Company sold approximately 84,000 tons of pipe in the 2007 period compared to approximately 92,000 tons in the 2008 period. Tubular product segment operating profits as a percentage of segment sales improved from 6.9% in the 2007 period to 22.7% in the 2008 period. The Company experienced strong market conditions for its pipe products in the 2008 period and margins improved significantly. In addition, the Company benefited from lower cost inventory sold at substantially improved selling prices.

     U. S. Steel Tubular Products, Inc. (“USS”), an affiliate of United States Steel Corporation that succeeded to the operations of Lone Star Steel Company, is the Company’s primary supplier of tubular products and coil material used in pipe manufacturing and is a major customer of manufactured pipe. In the 2008 period, USS continued to supply the Company with inventory in amounts that were adequate for the Company’s purposes. Loss of USS as a supplier or customer could have an adverse effect on the Company’s business.

    During the 2008 period, general, selling and administrative costs increased $1,341,645 from the amount recorded during the 2007 period. This increase was related primarily to increases in commissions and bonuses associated with the increase in earnings.


Table of Contents

    Income taxes increased $3,752,014 from the comparable amount recorded during the 2007 period. This increase was primarily related to the increase in earnings before taxes. Effective tax rates were 34.8% and 34.0% in the 2008 and 2007 periods, respectively. The Company incurred an increase in state income taxes in the 2008 period.

    Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

    During the three months ended September 30, 2008, sales, costs of goods sold and gross profit increased $29,919,569, $22,205,584 and $7,713,985, respectively, from the comparable amounts recorded during the three months ended September 30, 2007. The sales increase was primarily related to an increase in the average selling price which increased from approximately $619 per ton in the 2007 quarter to approximately $1,055 per ton in the 2008 quarter. The Company sold approximately 67,000 tons in both the 2008 quarter and the 2007 quarter. The increase in costs of goods sold was primarily related to an increase in the average per ton cost of goods which increased from approximately $582 per ton in the 2007 quarter to $904 per ton in the 2008 quarter. The increase in gross profit in the 2008 quarter was related to substantially improved margins earned on pipe sales. Gross profit as a percentage of sales increased from approximately 5.9% in the 2007 quarter to 14.3% in the 2008 quarter. The Company experienced strong demand for its pipe products in the 2008 quarter and margins improved significantly. In addition, the Company benefited from lower cost inventory sold at substantially improved selling prices.

    Coil product segment sales increased approximately $3,305,000 during the 2008 quarter. This increase resulted from an increase in the average per ton selling price that was partially offset by a decrease in tons sold. The average selling price per ton increased from approximately $648 per ton in the 2007 quarter to $1,112 per ton in the 2008 quarter. In the 2008 quarter, the Company experienced an operating loss of approximately $2,332,000 related to the coil operations compared to a profit of $544,000 in the 2007 quarter. Coil products are used primarily in durable goods and demand for such products was depressed in the 2008 quarter. As a result, tons sold declined from approximately 30,000 tons during the 2007 quarter to approximately 21,000 tons in the 2008 quarter. Also, the Company incurred a significant increase in cost of coil products during the 2008 quarter. Average per ton cost increased from approximately $618 per ton in the 2007 quarter to $1,202 per ton in the 2008 quarter. The Company was unable to pass all of this increased cost to its customers in the 2008 quarter. The Company believes that market conditions for coil products will remain somewhat soft until the U. S. economy improves and generates improved demand for durable goods.

    In the 2008 quarter, LIFO inventory of coil products was reduced. Since the Company maintains inventory levels based on sales requirements which decreased in the 2008 quarter, this reduction of LIFO inventory is not expected to be replaced by March 31, 2009. The Company expects that the replacement cost and the liquidated cost of material will be approximately equal at March 31, 2009 and that no significant gain or loss will be experienced in the year ended March 31, 2009 as a result of this liquidation. Accordingly, no gain or loss from this liquidation was recognized in the quarter ended September 30, 2008.

    In August 2008, the Company began operations at the new coil facility located at Decatur, Alabama. This operation produced a loss of approximately $90,000 during the 2008 quarter. The Company expects that this facility will continue to produce a loss during this ramp up period and until demand for coil products improves.

    The Company is primarily dependent on Nucor Steel Company (“NSC”) for its supply of coil inventory. NSC continues to supply the Company with steel coils in amounts that are adequate for the Company’s purposes. Loss of NSC as a supplier could have an adverse effect on the Company’s business.

    Tubular product segment sales increased approximately $26,614,000 during the 2008 quarter. This increase resulted from both an increase in average selling prices and an increase in tons sold. The average selling price per ton increased from approximately $594 per ton in the 2007 quarter to $1,030 per ton in the 2008 quarter. The Company sold approximately 36,000 tons of pipe in the 2007 quarter compared to approximately 47,000 tons in the 2008 quarter. Tubular product segment operating profits as a percentage of segment sales improved from 5.9% in the 2007 quarter to 24.2% in the 2008 quarter. The Company experienced strong market conditions for its pipe products in the 2008 quarter and margins improved significantly. In addition, the Company benefited from lower cost inventory sold at substantially improved selling prices.

    USS is the Company’s primary supplier of tubular products and coil material used in pipe manufacturing and is a major customer of manufactured pipe. In the 2008 quarter, USS continued to supply the Company with inventory in amounts that were adequate for the Company’s purposes. Loss of USS as a supplier or customer could have an adverse effect on the Company’s business.

    During the 2008 quarter, general, selling and administrative costs increased $780,115 from the amount recorded during the 2007 quarter. This increase was related primarily to increases in commissions and bonuses associated with the increase in earnings.

    Income taxes increased $2,417,550 from the comparable amount recorded during the 2007 quarter. This increase was primarily related to the increase in earnings before taxes. Effective tax rates were 34.7% and 34.3% in the 2008 and 2007 quarters, respectively. The Company incurred an increase in state income taxes in the 2008 quarter.


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FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

      The Company remained in a strong, liquid position at September 30, 2008. Current ratios were 2.2 and 3.3 at September 30, 2008 and March 31, 2008, respectively. Working capital was $35,200,749 at September 30, 2008 and $34,638,228 at March 31, 2008.

      During the three months ended September 30, 2008, the Company maintained assets and liabilities at levels it believed were commensurate with operations. Changes in current assets and liabilities during the 2008 period were related primarily to the ordinary course of business of the Company. During the 2008 period, cash was used to pay off long-term debt. The increase in receivables was related primarily to an increase in sales. The increase in inventory was primarily related to pipe operations and was funded principally with the increase in accounts payable. The Company expects to continue to monitor, evaluate and manage balance sheet components depending on changes in market conditions and the Company’s operations.

      During the six months ended September 30, 2008, the Company purchased approximately $1,700,000 in fixed assets. These assets were related primarily to equipment associated with the new coil operation located in Decatur, Alabama which began operations in August 2008. At the Decatur facility the Company operates a steel temper mill and a steel cut-to-length line including a leveling line. At September 30, 2008, the Company had invested approximately $10,000,000 at this location.

      The Company has an arrangement with a bank which provides for a revolving line of credit facility (the “revolver”). Pursuant to the revolver, which expires April 1, 2010, the Company may borrow up to $10 million at the bank’s prime rate or 1.5% over LIBOR. The Company uses the revolver to support cash flow and will borrow and repay the note as working capital is required. At September 30, 2008, the Company had no borrowings outstanding under the revolver. At March 31, 2008, the Company owed $6,600,000 pursuant to the revolver at an average interest rate of 4.4%. These loans were paid off in April and May 2008.

      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 under its revolver 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. On an ongoing basis, the Company evaluates estimates and judgments. 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, product quality and proposed expansion plans. 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, including any proposed expansion 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.

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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 September 30, 2008. Based on this evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of the end of the fiscal quarter ended September 30, 2008 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 SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
     There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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FRIEDMAN INDUSTRIES, INCORPORATED

Three Months Ended September 30, 2008

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. Submission of Matters to a Vote of Security Holders

     At the Annual Meeting of Shareholders held on September 4, 2008, the Company’s shareholders elected ten directors to the Company’s Board of Directors. The number of shares voted for and withheld with respect to the election of each director was as follows:

         
Name
 
Shares Voted For
 
Shares Withheld
Jack Friedman   4,058,363    2,013,371    
Harold Friedman     4,167,356    1,904,378    
William E. Crow    4,249,142    1,822,592    
Durga D. Arawal   5,393,044    678,690    
Charles W. Hall   4,188,213 1,883,521    
Alan M. Rauch 5,404,315 667,419    
Hershel M. Rich   5,413,772 657,962    
Joel Spira 5,366,396 705,338    
Joe L. Williams 4,150,161 1,921,573    
Max Reichenthal 4,181,547 1,890,187    

Item 5. Other Information

      Not applicable

Item 6. Exhibits

  Exhibits

  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

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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 November 14, 2008      
  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 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