<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 SEPTEMBER 30, 1999
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)
<TABLE>
<S> <C>
TEXAS 74-1504405
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
</TABLE>
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, of 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
----- -----
At September 30, 1999, the number of shares outstanding of the issuer's
only class of stock was 7,188,213 shares of Common Stock.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART I -- FINANCIAL INFORMATION
FRIEDMAN INDUSTRIES, INCORPORATED
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS -- UNAUDITED
<TABLE>
<CAPTION>
ASSETS
SEPTEMBER 30, 1999 MARCH 31, 1999
------------------ --------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents................................. $ 711,215 $ 3,798,935
Accounts receivable, less allowance for doubtful accounts
($7,276 at September 30, 1999 and March 31, 1999,
respectively).......................................... 10,172,113 8,709,728
Inventories -- Note B..................................... 24,904,371 19,906,170
Prepaid expenses and other current assets................. 274,199 119,207
------------ ------------
Total Current Assets.............................. 36,061,898 32,534,040
PROPERTY, PLANT AND EQUIPMENT
Land...................................................... 221,543 221,543
Buildings and improvements................................ 3,346,912 3,317,088
Machinery and equipment................................... 15,999,367 15,879,803
Less allowance for depreciation........................... (11,646,488) (11,127,089)
------------ ------------
7,921,334 8,291,345
OTHER ASSETS
Cash value of officers' life insurance.................... 586,414 197,992
------------ ------------
$ 44,569,646 $ 41,023,377
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable and accrued expenses............... $ 10,196,813 $ 4,839,560
Current portion of long-term debt......................... 800,000 800,000
Dividends payable......................................... 359,403 410,563
Contribution to profit-sharing plan....................... 126,000 252,000
Income taxes payable...................................... 62,548 68,522
Employee compensation and related expenses................ 447,710 387,393
------------ ------------
Total Current Liabilities......................... 11,992,474 6,758,038
LONG-TERM DEBT, less current portion........................ 4,000,000 6,400,000
PROVISION FOR NONPENSION RETIREMENT BENEFITS................ 113,000 113,000
DEFERRED INCOME TAXES....................................... 361,560 329,560
STOCKHOLDERS' EQUITY
Common stock:
Par value $1 per share:
Authorized 10,000,000 shares; Issued and outstanding
shares -- 7,188,213 at September 30, 1999 and
6,828,387 at March 31, 1999.......................... 7,188,213 6,828,387
Additional paid-in capital................................ 26,878,477 25,725,195
Retained earnings......................................... (5,964,078) (5,130,803)
------------ ------------
Total Stockholders' Equity........................ 28,102,612 27,422,779
------------ ------------
$ 44,569,646 $ 41,023,377
============ ============
</TABLE>
1
<PAGE> 3
FRIEDMAN INDUSTRIES, INCORPORATED
CONSOLIDATED STATEMENTS OF EARNINGS -- UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales................................ $29,397,118 $32,178,289 $56,061,380 $71,101,458
Costs and expenses
Costs of goods sold.................... 27,117,844 29,311,077 51,628,785 65,312,853
General, selling and administrative
costs............................... 1,095,197 1,223,360 2,246,167 2,531,594
Interest............................... 97,345 152,991 235,056 255,713
----------- ----------- ----------- -----------
28,310,386 30,687,428 54,110,008 68,100,160
Interest and other income................ (33,433) (47,145) (78,113) (86,326)
----------- ----------- ----------- -----------
Earnings before federal income taxes..... 1,120,165 1,538,006 2,029,485 3,087,624
Provision (benefit) for federal income
taxes:
Current................................ 364,857 537,922 658,026 1,079,792
Deferred............................... 16,000 (15,000) 32,000 (30,000)
----------- ----------- ----------- -----------
380,857 522,922 690,026 1,049,792
----------- ----------- ----------- -----------
Net earnings............................. $ 739,308 $ 1,015,084 $ 1,339,459 $ 2,037,832
=========== =========== =========== ===========
Average number of common shares
outstanding:
Basic.................................. 7,188,213 7,159,949 7,188,213 7,159,949
Diluted................................ 7,188,213 7,225,536 7,188,213 7,225,536
Net earnings per share:
Basic.................................. $ 0.10 $ 0.14 $ 0.19 $ 0.28
Diluted................................ $ 0.10 $ 0.14 $ 0.19 $ 0.28
Cash dividends declared per common
share.................................. $ 0.05 $ 0.07 $ .10 $ 0.145
</TABLE>
2
<PAGE> 4
FRIEDMAN INDUSTRIES, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS -- UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings.............................................. $ 1,339,459 $ 2,037,832
Adjustments to reconcile net earnings to cash provided by
operating activities:
Depreciation........................................... 519,400 344,952
Provision for deferred taxes........................... 32,000 (30,000)
Decrease (increase) in operating assets:
Accounts receivable.................................... (1,462,385) 3,180,980
Inventories............................................ (4,998,201) (563,942)
Other.................................................. (154,992) (74,384)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses.................. 5,357,253 (6,605,809)
Contribution to profit-sharing plan.................... (126,000) (139,600)
Employee compensation and related expenses............. 60,317 (124,617)
Federal income taxes payable........................... (5,974) (290,208)
----------- -----------
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES..................................... 560,877 (2,264,796)
INVESTING ACTIVITIES
Purchase of property, plant and equipment................. (149,388) (1,372,016)
(Increase) decrease in cash value of officers' life
insurance.............................................. (388,422) (81,828)
----------- -----------
NET CASH PROVIDED (USED) IN INVESTING
ACTIVITIES..................................... (537,810) (1,453,844)
FINANCING ACTIVITIES
Cash dividends paid....................................... (771,225) (1,001,354)
Principal payments on long-term debt...................... (2,400,000) (400,000)
Proceeds from borrowings of long term debt................ 3,833,333
Exercise of stock options................................. 60,438 5,262
----------- -----------
NET CASH PROVIDED (USED) IN FINANCING
ACTIVITIES..................................... (3,110,787) 2,437,241
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............ (3,087,720) (1,281,399)
Cash and cash equivalents at beginning of period.......... 3,798,935 1,361,693
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 711,215 $ 80,294
=========== ===========
</TABLE>
3
<PAGE> 5
FRIEDMAN INDUSTRIES, INCORPORATED
NOTES TO QUARTERLY REPORT -- UNAUDITED
SIX MONTHS ENDED SEPTEMBER 30, 1999
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, 1999.
NOTE B -- INVENTORIES
Coil inventory consists primarily of raw materials. Tubular inventory is
comprised of both raw materials and finished goods.
NOTE C -- CASH VALUE OF OFFICERS' LIFE INSURANCE
During the six months ended September 30, 1999, the Company repaid
borrowings against the cash surrender value of officers' life insurance ("CSV").
A total of $364,619 was repaid which had the effect of increasing CSV by such
amount.
NOTE D -- SEGMENT INFORMATION
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ ------------------
1999 1998 1999 1998
------- ------- ------- -------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C> <C> <C>
Net sales
Coil processing..................................... $19,927 $21,694 $38,728 $46,946
Tubular............................................. 9,470 10,484 17,333 24,155
------- ------- ------- -------
Total net sales............................. $29,397 $32,178 $56,061 $71,101
======= ======= ======= =======
Operating profit
Coil processing..................................... $ 1,007 $ 1,428 $ 2,112 $ 2,569
Tubular............................................. 707 827 1,248 1,994
------- ------- ------- -------
Total operating profit...................... 1,714 2,255 3,360 4,563
Corporate expenses.................................. 530 611 1,174 1,305
Interest expense.................................... 97 153 235 256
Interest & other income............................. (33) (47) (78) (86)
------- ------- ------- -------
Total earnings before taxes................. $ 1,120 $ 1,538 $ 2,029 $ 3,088
======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
SEPTEMBER 30,
------------------
1999 1998
------- -------
(IN THOUSANDS)
<S> <C> <C>
Segment assets
Coil processing........................................... $28,159 $28,256
Tubular................................................... 15,013 14,775
------- -------
43,172 43,031
Corporate assets.......................................... 1,398 293
------- -------
Total assets...................................... $44,570 $43,324
======= =======
</TABLE>
4
<PAGE> 6
FRIEDMAN INDUSTRIES, INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30,
1998
During the six months ended September 30, 1999, sales, costs of goods sold
and gross profit declined $15,040,078, $13,684,068 and $1,356,010, respectively,
from the comparable amounts recorded during the six months ended September 30,
1998. The Company recorded decreased sales in both coil and tubular product
lines. These decreases were primarily related to decreased volume and to the
decline in the average selling price per ton. A decline of approximately 8% in
tons shipped during the 1999 period reflected softer market conditions for the
Company's products. A decline of approximately 14% in the average selling price
per ton was primarily associated with reduced costs of coil and tubular
products. The decreases in costs of goods sold and gross profit were primarily
related to reduced sales as described above. Gross profit as a percentage of
sales was approximately the same, period to period.
General, selling and administrative costs during the 1999 period declined
$285,427 from the amount recorded during the 1998 period. This decrease was
primarily related to variable expenses, principally remuneration, associated
with reduced earnings or volume.
Federal income taxes declined $359,766 from the amount recorded during the
1998 period. This decrease was attributable to the decline in earnings before
taxes. Effective tax rates were the same for both periods.
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1998
During the quarter ended September 30, 1999, sales, costs of goods sold and
gross profit declined $2,781,171, $2,193,233 and $587,938, respectively, from
the comparable amounts recorded during the quarter ended September 30, 1998.
Sales declined primarily as a result of a decrease in the average selling price
per ton. The average selling price per ton decreased approximately 13% from the
comparable amount recorded in the 1998 quarter and was principally associated
with reduced costs of products. The decrease in costs of goods sold was
primarily related to the sales decline experienced during the quarter. Gross
profit declined due to the decline in sales and to a reduction in margins earned
on sales. Gross profit as a percentage of sales declined from 8.9% in the 1998
quarter to 7.8% in the 1999 quarter. This decline was primarily related to the
Company's coil operations, which incurred increased costs on steel coils, and,
due to market conditions, these increased costs could not be immediately passed
along to customers.
General, selling and administrative costs decreased $128,163 from the
amount recorded in the 1998 quarter. This decrease was primarily related to
variable expenses, principally remuneration, associated with reduced earnings or
volume.
Interest expense declined $55,646 from the amount recorded in the 1998
quarter. This reduction in interest was primarily related to the payment of
long-term debt during the quarter ended June 30, 1999.
Federal income taxes declined $142,065 from the amount recorded during the
1998 quarter. This decrease was attributable to the decline in earnings before
taxes. Effective tax rates were the same for both quarters.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
The Company remained in a strong, liquid position at September 30, 1999.
Current ratios were 3.0 and 4.8 at September 30, 1999 and March 31, 1999,
respectively. Working capital was $24,069,424 at September 30, 1999 and
$25,776,002 at March 31, 1999.
The Company has a credit arrangement with a bank which provides for a
revolving line of credit facility (the "revolving facility") and a term credit
facility (the "term facility"). Pursuant to the revolving facility which expires
April 1, 2002, the Company may borrow up to $8 million at an interest rate no
greater than the bank's prime rate. At September 30, 1999, the Company had
borrowings outstanding under the revolving
5
<PAGE> 7
facility of $2 million. The amount outstanding under the term facility bears
interest at a stated rate of LIBOR plus 1.25% and requires quarterly principal
payments of $200,000 plus accrued interest through March 1, 2003. In July 1997,
the Company entered into a swap transaction with the bank pursuant to which it
exchanged the term facility's LIBOR-based interest rate obligation for a fixed
interest rate obligation of 8% to remain in effect for the entire term of the
term facility. As of September 30, 1999, the principal amount of indebtedness
outstanding under the term facility was $2.8 million.
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, the success of
the Company's capital improvements at its Hickman, Arkansas facility, changes in
the demand and prices for the Company's products and changes in the demand for
steel and steel products in general, and the Company's success in executing its
internal operations plans.
EFFECT OF YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programming being written
using two digits rather than four to define the applicable year. Any of the
Company's systems, as well as those of key vendors, payors and customers, that
have date sensitive logic may interpret a date using "00" as the year 1900
rather than 2000. This may cause inaccurate processing or possible system
failure and may potentially disrupt operations. This disruption may result in,
among other things, a temporary inability to process transactions, send bills
for services or engage in similar normal business activities.
In 1998, the Company completed an assessment of the readiness of its
internal computer systems and related applications to accommodate date-sensitive
information relating to the year 2000 and developed a plan to resolve all major
issues by the end of 1999. Pursuant to the plan, the Company believes it has
identified, addressed and will resolve all such issues by year end 1999. As a
result, the Year 2000 issue is not expected to pose significant operational or
financial problems for the Company.
The Company will continue to analyze systems and services that utilize
date-embedded codes that may experience operational problems when the year 2000
is reached. The Company will continue to communicate with its suppliers,
third-party payors and customers to coordinate Year 2000 compliance. Because the
ability of these third parties to address their Year 2000 issues is outside the
Company's control, the failure of third parties to adequately address their
respective Year 2000 issues may have a material adverse effect on the Company's
results of operations and financial condition.
The foregoing statements are intended to be and are hereby designated "Year
2000 Readiness Disclosure" statements within the meaning of the Year 2000
Information and Readiness Disclosure Act.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
6
<PAGE> 8
FRIEDMAN INDUSTRIES, INCORPORATED
SIX MONTHS ENDED SEPTEMBER 30, 1999
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES
a). Not applicable
b). Not applicable
c). Not applicable
d). 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 August 27, 1999, the
Company's shareholders elected eight 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:
<TABLE>
<CAPTION>
NAME SHARES VOTED FOR SHARES WITHHELD
---- ---------------- ---------------
<S> <C> <C>
Jack Friedman......................................... 6,214,138 61,457
Harold Friedman....................................... 6,214,169 61,426
William E. Crow....................................... 6,214,169 61,426
Charles W. Hall....................................... 6,214,138 61,457
Alan M. Rauch......................................... 6,214,169 61,426
Hershel M. Rich....................................... 6,213,594 62,001
Henry Spira........................................... 6,213,170 62,425
Kirk K. Weaver........................................ 6,214,169 61,426
</TABLE>
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a). Exhibits
27.1 -- Financial Data Schedule
b). Reports on Form 8-K
None
7
<PAGE> 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.
FRIEDMAN INDUSTRIES, INCORPORATED
Date November 12, 1999 By /s/ BEN HARPER
------------------------------------
Ben Harper, Senior Vice
President-Finance
(Chief Accounting Officer)
Date November 12, 1999 By /s/ HAROLD FRIEDMAN
------------------------------------
Harold Friedman, Vice Chairman
of the Board
8
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTIONS
------- ------------
<C> <S>
27.1 -- Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 711,215
<SECURITIES> 0
<RECEIVABLES> 10,172,113
<ALLOWANCES> 0
<INVENTORY> 24,904,371
<CURRENT-ASSETS> 36,061,898
<PP&E> 19,567,822
<DEPRECIATION> 11,646,488
<TOTAL-ASSETS> 44,569,646
<CURRENT-LIABILITIES> 11,992,474
<BONDS> 4,000,000
0
0
<COMMON> 7,188,213
<OTHER-SE> 20,914,399
<TOTAL-LIABILITY-AND-EQUITY> 44,569,646
<SALES> 29,397,118
<TOTAL-REVENUES> 29,397,118
<CGS> 27,117,844
<TOTAL-COSTS> 28,213,041
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 97,345
<INCOME-PRETAX> 1,120,165
<INCOME-TAX> 380,857
<INCOME-CONTINUING> 739,308
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 739,308
<EPS-BASIC> 0.10
<EPS-DILUTED> 0.10
</TABLE>
