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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended March 31, 2003
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _______ to _______
Commission File No. 1-7521
FRIEDMAN INDUSTRIES, INCORPORATED
(Exact name of registrant as specified in its charter)
TEXAS 74-1504405
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4001 HOMESTEAD ROAD, HOUSTON, TEXAS 77028
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 672-9433
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock, $1 Par Value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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 the filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
X
-----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes No X
----- -----
The aggregate market value of the Common Stock held by non-affiliates of
the registrant as of September 30, 2002 (computed by reference to the closing
price on the American Stock Exchange on such date), was approximately
$11,718,000.
The number of shares of the registrant's Common Stock outstanding at June
17, 2003 was 7,573,239 shares.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders of Friedman Industries,
Incorporated for the fiscal year ended March 31, 2003 -- Part II.
Proxy Statement for the 2003 Annual Meeting of Shareholders -- Part III.
PART I
ITEM 1. BUSINESS
Friedman Industries, Incorporated (the "Company"), a Texas corporation
incorporated in 1965, is engaged in pipe manufacturing and processing, steel
processing and steel and pipe distribution.
The Company has two product and service groups: coil and tubular products.
Significant financial information relating to the Company's product and service
groups for the last three years is contained in Note 7 of the Consolidated
Financial Statements of the Company's Annual Report to Shareholders for the
fiscal year ended March 31, 2003, which financial statements are incorporated
herein by reference in Item 8 hereof.
Coil Products
The Company purchases hot-rolled steel coils, processes the coils into
flat, finished sheet and plate and sells these products on a wholesale,
rapid-delivery basis in competition with steel mills, importers and steel
service centers. The Company also processes customer-owned coils on a fee basis.
The Company has coil processing plants located at Lone Star, Texas and Hickman,
Arkansas. At each plant, the steel coils are processed through a cut-to-length
line which levels the steel and cuts it to prescribed lengths. The Company's
processing machinery is heavy, mill-type equipment capable of processing steel
coils weighing up to 25 tons. Coils are processed to the specifications required
for a particular order. Shipments are made via unaffiliated truckers or by rail
and, in times of normal supply and market conditions, can generally be made
within 48 hours of receipt of the customer's order.
At its Lone Star facility, the Company purchases hot-rolled steel coils
primarily from Lone Star Steel Company ("LSS"), which is located approximately
four miles from the Company's Lone Star plant. The Lone Star plant purchases its
supply of steel from LSS and other suppliers at competitive prices determined at
the time of purchase. Loss of LSS as a source of coil supply could have a
material adverse effect on the Company's business.
At the Company's Hickman facility, the Company warehouses and processes
hot-rolled steel coils which are purchased primarily from Nucor Steel Company
("NSC"), which is located approximately one-half mile from the Hickman facility.
In addition, the Company's XSCP Division located in Hickman purchases and
markets non-standard hot-rolled coils received from NSC. Loss of NSC as a source
of coil supply could have a material adverse effect on the Company's business.
At the Lone Star facility, the Company maintains three cut-to-length lines
and a coil-to-coil 2-Hi temper pass mill. This equipment is capable of
processing steel up to 72 inches wide and up to one-half inch thick. The Hickman
facility operates a cut-to-length line which has 72 inch wide and one-half inch
thick capability. The Company also operates a 2-Hi temper pass mill at the
Hickman facility that is capable of processing steel up to 72 inches wide and
one-half inch thick in a coil-to-coil mode or directly from coil to
cut-to-length processing.
Tubular Products
Through its Texas Tubular Products Division ("TTP") in Lone Star, Texas,
the Company manufactures, purchases, processes and markets tubular products.
TTP operates a pipe mill that is capable of producing pipe from 2 3/8
inches to 8 5/8 inches in outside diameter. The pipe mill is API-licensed to
manufacture line and oil country pipe and also manufactures pipe for structural
and piling purposes that meets recognized industry standards. TTP employs
various pipe processing equipment including threading and beveling machines,
pipe
2
handling equipment and other related machinery. This machinery can process pipe
up to 13 3/8 inches in outside diameter.
The Company currently manufactures and sells substantially all of its line
and oil country pipe to LSS pursuant to orders received from LSS. In addition,
LSS sells pipe to the Company for structural applications for some sizes of pipe
that exceed the capability of the pipe mill.
The Company also purchases a substantial portion of its annual supply of
pipe and coil material used in pipe production from LSS. The Company can make no
assurances as to the amounts of pipe and coil material that will be available
from LSS in the future. Loss of LSS as a source of supply or as a customer could
have a material adverse effect on the Company's business.
Marketing
The following table sets forth the approximate percentage of total sales
contributed by each group of products and services during each of the Company's
last three fiscal years:
PRODUCT AND SERVICE GROUPS 2003 2002 2001
-------------------------- ---- ---- ----
Coil Products............................................... 57% 53% 57%
Tubular Products............................................ 43% 47% 43%
Coil Products. The Company's coil products are sold to approximately 310
customers located primarily in the midwestern, southwestern and southeastern
sections of the United States. The Company's principal customers for these
products and services are steel distributors and customers fabricating steel
products such as storage tanks, steel buildings, farm machinery and equipment,
construction equipment, transportation equipment, conveyors and other similar
products. During each of the fiscal years ended March 31, 2003, 2002 and 2001,
six, six and seven customers, respectively, accounted for approximately 25% of
the Company's sales of coil products. No coil product customer accounted for as
much as 10% of the Company's total sales during those years.
The Company sells substantially all of its coil products through its own
sales force. At March 31, 2003, the sales force was comprised of a vice
president and four professional sales personnel under the direction of the
senior vice president of sales and marketing. Salesmen are paid on a salary and
commission basis.
Shipments of particular products are made from the facility offering the
product desired. If the product is available at more than one facility, other
factors such as location of the customer, productive capacity of the facility
and activity of the facility enter into the decision regarding shipments. The
Company regularly contracts on a quarterly basis with many of its larger
customers to supply minimum quantities of steel.
Tubular Products. Tubular products are sold nationally to approximately 320
customers. The Company's principal customers of these products are steel and
pipe distributors, piling contractors and LSS. Sales of pipe to LSS accounted
for approximately 12% of the Company's total sales in fiscal 2003.
The Company sells its tubular products through its own sales force
comprised of four professional sales personnel under the direction of the senior
vice president of sales and marketing. Salesmen are paid on a salary and
commission basis.
Competition
The Company is engaged in a non-seasonal, highly-competitive business. The
Company competes with steel mills, importers and steel service centers. The
steel industry, in general, is characterized by a small number of extremely
large companies dominating the bulk of the market and a large number of
relatively small companies, such as the Company, competing for a limited share
of such market.
The Company believes that in times of normal supply and market conditions
its ability to compete is dependent upon its ability to offer products at prices
competitive with or below those of other steel suppliers, as well as its ability
to provide products meeting customer specifications on a rapid-delivery basis.
3
Employees
At March 31, 2003, the Company had approximately 140 full-time employees.
Executive Officers of the Company
The following table sets forth the name, age, officer positions and family
relationships, if any, of each executive officer of the Company and period
during which each officer has served in such capacity:
POSITION, OFFICES WITH THE COMPANY
NAME AGE AND FAMILY RELATIONSHIPS, IF ANY
---- --- ----------------------------------
Jack Friedman..... 82 Chairman of the Board of Directors and Chief
Executive Officer since 1970, Director since
1965, brother of Harold Friedman
Harold Friedman... 73 Vice Chairman since 1995, formerly President and
Chief Operating Officer since 1975, Executive
Vice President from 1973 to 1975, Director since
1965, brother of Jack Friedman
William E. Crow... 56 President and Chief Operating Officer since 1995,
formerly Vice President since 1981 and formerly
President of Texas Tubular Products Division
since August 1990
Benny Harper...... 57 Senior Vice President -- Finance since 1995
(formerly Vice President since 1990), Treasurer
since 1980 and Secretary since May 1992
Thomas Thompson... 52 Senior Vice President -- Sales and Marketing since
1995, formerly Vice President -- Sales since 1990
ITEM 2. PROPERTIES
The principal properties of the Company are described in the following
table:
APPROXIMATE TYPE OF
LOCATION SIZE OWNERSHIP CONSTRUCTION
-------- ----------- --------- ------------
Lone Star, Texas
Plant -- Coil Products...... 42,260 sq. feet Owned(1) Steel frame/siding
Plant -- Texas Tubular
Products................. 76,000 sq. feet Owned(1) Steel frame/siding
Offices -- Coil Products.... 1,200 sq. feet Owned(1) Steel building
Offices -- Texas Tubular
Products................. 5,000 sq. feet Owned(1) Cinder block
Land -- Coil Products....... 13.93 acres Owned(1) --
Land -- Texas Tubular
Products................. 67.77 acres Owned(1) --
Longview, Texas Offices....... 2,600 sq. feet Leased(2) Office Building
Houston, Texas
Plant and Warehouse......... 70,000 sq. feet Owned(1)(3) Rigid steel frame
and steel siding
Offices..................... 4,000 sq. feet Owned(1)(3) Brick veneer; steel
building
Land........................ 12 acres Owned(1)(3) --
Hickman, Arkansas
Plant and Warehouse -- Coil
Products................. 42,600 sq. feet Owned(1) Steelframe/siding
Offices -- Coil Products.... 2,500 sq. feet Owned(1) Cinder block/wood frame
Land -- Coil Products....... 26.19 acres Owned(1) --
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4
(1) All of the Company's owned real estate, plants and offices are held in fee
and are not subject to any mortgage or deed of trust.
(2) The office lease is with a nonaffiliated party, expires April 30, 2008, and
provides for an annual rental of $27,264.
(3) In November 2001, the Company closed its coil products facility in Houston,
Texas. The Company intends to sell these assets.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to, nor is its property the subject of, any
material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
5
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
The Company's Common Stock is traded principally on the American Stock
Exchange (Symbol: FRD).
Reference is hereby made to the sections of the Company's Annual Report to
Shareholders for the fiscal year ended March 31, 2003, entitled "Description of
Business -- Range of High and Low Sales Prices of Common Stock" and "Description
of Business -- Cash Dividends Declared Per Share of Common Stock", which
sections are hereby incorporated herein by reference.
The information required by Item 201(d) of Regulation S-K is hereby
incorporated herein by reference from Item 12 of this report.
The approximate number of shareholders of record of Common Stock of the
Company as of April 25, 2003 was 530.
ITEM 6. SELECTED FINANCIAL DATA
Information with respect to Item 6 is hereby incorporated herein by
reference from the section of the Company's Annual Report to Shareholders for
the fiscal year ended March 31, 2003, entitled "Selected Financial Data".
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information with respect to Item 7 is hereby incorporated herein by
reference from the section of the Company's Annual Report to Shareholders for
the fiscal year ended March 31, 2003, entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations".
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not material
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements and notes thereto of the Company
included in the Company's Annual Report to Shareholders for the fiscal year
ended March 31, 2003, are hereby incorporated herein by reference:
Consolidated Balance Sheets -- March 31, 2003 and 2002
Consolidated Statements of Earnings -- Years ended March 31, 2003, 2002
and 2001
Consolidated Statements of Stockholders' Equity -- Years ended March 31,
2003, 2002 and 2001
Consolidated Statements of Cash Flows -- Years ended March 31, 2003,
2002 and 2001
Notes to Consolidated Financial Statements -- March 31, 2003
Report of Independent Auditors
Information with respect to supplementary financial information relating to
the Company appears in Note 8 -- Summary of Quarterly Results of Operations
(Unaudited) of the Notes to Consolidated Financial Statements incorporated
herein by reference above in this Item 8 from the Company's Annual Report to
Shareholders for the fiscal year ended March 31, 2003.
The following supplementary schedule for the Company for the year ended
March 31, 2003, is included elsewhere in this report.
Schedule II -- Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and, therefore, have been
omitted.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
6
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to Item 10 regarding directors of the Company is
hereby incorporated herein by reference from the Company's proxy statement in
respect of the 2003 Annual Meeting of Shareholders, definitive copies of which
are expected to be filed with the Securities and Exchange Commission on or
before 120 days after the end of the Company's 2003 fiscal year.
Information with respect to Item 10 regarding executive officers is hereby
incorporated by reference from the information set forth under the caption
"Executive Officers of the Company" in Item 1 of this report.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to Item 11 is hereby incorporated herein by
reference from the Company's proxy statement in respect of the 2003 Annual
Meeting of Shareholders, definitive copies of which are expected to be filed
with the Securities and Exchange Commission on or before 120 days after the end
of the Company's 2003 fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table sets forth certain equity compensation plan information
for the Company as of March 31, 2003:
EQUITY COMPENSATION PLAN INFORMATION
NUMBER OF SECURITIES
REMAINING AVAILABLE
FOR FUTURE ISSUANCE
NUMBER OF SECURITIES WEIGHTED-AVERAGE UNDER EQUITY
TO BE ISSUED UPON EXERCISE PRICE OF COMPENSATION PLANS
EXERCISE OF OUTSTANDING (EXCLUDING
OUTSTANDING OPTIONS, OPTIONS, WARRANTS SECURITIES REFLECTED
PLAN CATEGORY WARRANTS AND RIGHTS AND RIGHTS IN COLUMN(A))
------------- -------------------- ------------------- --------------------
(A) (B) (C)
Equity compensation plans
approved by security
holders................... 411,694 $ 2.58 16,314
Equity compensation plans
not approved by security
holders(1)................ N/A N/A 5,200
- ---------------
(1) The 2000 Non-Employee Director Stock Plan (the "Director Plan") was
approved by the Company's Board of Directors in September 2000. The
Director Plan provides that, on October 15th of each year in which the
Director Plan is in effect and shares are available for the grant of awards
under the Director Plan, each member of the Company's Board of Directors
who is not an employee of the Company ("Outside Directors") and who has
served as a director of the Company for at least the twelve immediately
preceding calendar months shall automatically be granted 400 shares of
Common Stock. Such Outside Directors are not required to pay any cash
consideration when they receive an award. If an employee director retires
from employment with the Company, he shall become eligible to participate
in the Director Plan upon his re-election as an Outside Director. Under the
Director Plan, the total number of shares of Common Stock with respect to
which awards may be granted shall not exceed 11,600 shares. The Board of
Directors may terminate, amend or modify the Director Plan at any time. If
the Company merges or consolidates with another entity and is not the
surviving corporation or if the Company is liquidated or sells or otherwise
disposes of substantially all of its assets, the Director Plan will
terminate automatically on the effective date of such merger,
consolidation, liquidation, sale or other disposition.
7
Security Ownership Information
The additional information with respect to Item 12 regarding the security
ownership of certain beneficial owners and management, and related matters, is
hereby incorporated herein by reference from the Company's proxy statement in
respect to the 2003 Annual Meeting of Shareholders, definitive copies of which
are expected to be filed with the Securities and Exchange Commission on or
before 120 days after the end of the Company's 2003 fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to Item 13 is hereby incorporated herein by
reference from the Company's proxy statement in respect of the 2003 Annual
Meeting of Shareholders, definitive copies of which are expected to be filed
with the Securities and Exchange Commission on or before 120 days after the end
of the Company's 2003 fiscal year.
ITEM 14. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Within 90 days prior to the filing of this report, under the supervision
and with the participation of the Company's management, including the Company's
principal executive officer (CEO) and principal financial officer (CFO), an
evaluation of the effectiveness of the Company's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) promulgated under the
Securities Exchange Act of 1934, as amended) was performed. Based on this
evaluation, the CEO and CFO have concluded that the Company's disclosure
controls and procedures are effective to ensure that material information is
recorded, processed, summarized and reported by management of the Company on a
timely basis in order to comply with the Company's disclosure obligations under
the Securities Exchange Act of 1934 and the SEC rules thereunder.
Changes in Internal Controls
There were no significant changes in the internal controls or in other
factors that could significantly affect those controls subsequent to the date of
the evaluation thereof.
ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not required for the year ended March 31, 2003
8
PART IV
ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents included in this report
EXHIBIT
NO. DESCRIPTION
------- -----------
1 and 2 -- The responses to this section of Item 16 appears in this
report as a separate section of this report.
3 -- Exhibits
3.1 -- Articles of Incorporation of the Company, as amended,
filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended March 31, 1982, and
incorporated herein by reference.
3.2 -- Articles of Amendment to the Articles of Incorporation of
the Company, as filed with the Texas Secretary of State
on September 22, 1987, filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended
March 31, 1988, and incorporated herein by reference.
3.3 -- Bylaws of the Company, amended as of March 27, 1992,
filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended March 31, 1992, and
incorporated herein by reference.
4.1 -- Reference is made to Exhibits 10.2, 10.5, 10.6, 10.9,
10.11 and 10.12 described in this Item 16(a).
*10.1 -- Friedman Industries, Incorporated 1989 Incentive Stock
Option Plan, filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31,
1991, and incorporated herein by reference.
10.2 -- Amended and Restated Letter Agreement dated April 1,
1995, between the Company and Texas Commerce Bank
National Association ("TCB") regarding an $8,000,000
revolving line of credit filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended
March 31, 1995 and incorporated herein by reference.
10.3 -- Lease Agreement between Judson Plaza, Inc. and the
Company dated March 16, 1996, regarding the lease of
office space (filed as an exhibit to and incorporated by
reference from the Company's Annual Report on Form 10-K
for the year ended March 31, 1996).
*10.4 -- Friedman Industries, Incorporated 1996 Stock Option Plan
(filed as an exhibit to and incorporated by reference
from the Company's Annual Report on Form 10-K for the
year ended March 31, 1997).
10.5 -- First Amendment to Amended and Restated Letter Agreement
between the Company and TCB dated April 1, 1997 (filed as
an exhibit to and incorporated by reference from the
Company's Annual Report on Form 10-K for the year ended
March 31, 1997).
10.6 -- Second Amendment to Amended and Restated Letter Agreement
between the Company and TCB dated July 21, 1997 (filed as
an exhibit to and incorporated by reference from the
Company's Report on Form 10-Q for the three months ended
June 30, 1997).
*10.7 -- First Amendment to the Friedman Industries, Incorporated
1989 Incentive Stock Option Plan (filed as an exhibit to
and incorporated by reference from the Company's Report
on Form 10-Q for the three months ended September 30,
1997).
*10.8 -- Friedman Industries, Incorporated 2000 Non-Employee
Director Stock Plan (filed as an exhibit to and
incorporated by reference from the Company's Registration
Statement on Form S-8 (Registration No. 333-47262)).
10.9 -- Third Amendment to the Amended and Restated Letter
Agreement dated April 1, 1999 between the Company and
Chase Bank of Texas (filed as an exhibit to and
incorporated by reference from the Company's report on
Form 10-Q for the three months ended June 30, 1999).
9
EXHIBIT
NO. DESCRIPTION
------- -----------
10.10 -- Addendum to Lease Agreement between Judson Plaza, Inc.
and the Company dated April 12, 2001 (filed as an exhibit
to and incorporated by reference from the Company's
report on Form 10-Q for the three months ended June 30,
2001).
10.11 -- Fourth Amendment to the Amended and Restated Letter
Agreement dated June 1, 2001 between The Chase Manhattan
Bank and the Company (filed as an exhibit to and
incorporated by reference from the Company's report on
Form 10-Q for the three months ended June 30, 2001).
10.12 -- Revolving Promissory Note dated June 1, 2001 between the
Company and The Chase Manhattan Bank (filed as an exhibit
to and incorporated by reference from the Company's
report on Form 10-Q for the three months ended June 30,
2001).
**13.1 -- The Company's Annual Report to Shareholders for the
fiscal year ended March 31, 2003.
**21.1 -- List of Subsidiaries.
**23.1 -- Consent of Independent Auditors.
**99.1 -- 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.
**99.2 -- 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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* Management contract or compensation plan.
** Filed herewith.
Copies of exhibits filed as a part of this Annual Report on Form 10-K may
be obtained by shareholders of record at a charge of $.10 per page. Direct
inquiries to: Benny Harper, Senior Vice President -- Finance, Friedman
Industries, Incorporated, P. O. Box 21147, Houston, Texas 77226.
(b) Reports on Form 8-K filed in the fourth quarter of fiscal 2003:
None
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Friedman Industries, Incorporated has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Houston, and State of Texas, this 27th day of June, 2003.
FRIEDMAN INDUSTRIES, INCORPORATED
By: /s/ JACK FRIEDMAN
----------------------------------
Jack Friedman
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated on behalf of Friedman Industries, Incorporated in the City
of Houston, and State of Texas.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JACK FRIEDMAN Chairman of the Board, Chief June 27, 2003
- ----------------------------------------------------- Executive Officer and
Jack Friedman Director (Principal Executive
Officer)
/s/ HAROLD FRIEDMAN Vice Chairman of the Board and June 27, 2003
- ----------------------------------------------------- Director
Harold Friedman
/s/ WILLIAM E. CROW President, Chief Operating June 27, 2003
- ----------------------------------------------------- Officer and Director
William E. Crow
/s/ BENNY B. HARPER Senior Vice June 27, 2003
- ----------------------------------------------------- President -- Finance
Benny B. Harper Secretary/Treasurer
(Principal Financial and
Accounting Officer)
/s/ CHARLES W. HALL Director June 27, 2003
- -----------------------------------------------------
Charles W. Hall
/s/ ALAN M. RAUCH Director June 27, 2003
- -----------------------------------------------------
Alan M. Rauch
/s/ HERSHEL M. RICH Director June 27, 2003
- -----------------------------------------------------
Hershel M. Rich
/s/ KIRK K. WEAVER Director June 27, 2003
- -----------------------------------------------------
Kirk K. Weaver
/s/ JOE L. WILLIAMS Director June 27, 2003
- -----------------------------------------------------
Joe L. Williams
11
I, Jack Friedman, Chairman of the Board and Chief Executive Officer of Friedman
Industries, Incorporated, a Texas corporation, certify that:
1. I have reviewed this annual report on Form 10-K of Friedman Industries,
Incorporated;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
By: /s/ JACK FRIEDMAN
------------------------------------
Jack Friedman
Chairman of the Board
and Chief Executive Officer
Dated: June 27, 2003
12
I, Ben Harper, Senior Vice President -- Finance and Secretary/Treasurer of
Friedman Industries, Incorporated, a Texas corporation, certify that:
1. I have reviewed this annual report on Form 10-K of Friedman Industries,
Incorporated;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
By: /s/ BEN HARPER
------------------------------------
Ben Harper
Senior Vice President -- Finance
and Secretary/Treasurer
Dated: June 27, 2003
13
FRIEDMAN INDUSTRIES, INCORPORATED
HOUSTON, TEXAS
ANNUAL REPORT ON FORM 10-K
YEAR ENDED MARCH 31, 2003
ITEM 16(a)1 AND 2
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
14
FORM 10-K
ITEM 16(a)1 AND 2
FRIEDMAN INDUSTRIES, INCORPORATED
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following financial statements of the Company are set forth herewith in
response to Item 16(a)1 and 2 of this report.
Consolidated Balance Sheets -- March 31, 2003 and 2002
Consolidated Statements of Earnings -- Years ended March 31, 2003, 2002
and 2001
Consolidated Statements of Stockholders' Equity -- Years end March 31,
2003, 2002 and 2001
Consolidated Statements of Cash Flows -- Years ended March 31, 2003,
2002 and 2001
Notes to Consolidated Financial Statements -- March 31, 2003
Report of Independent Auditors
The following financial statement schedule of the Company is included in
this report.
S-1-Schedule II -- Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and, therefore, have
been omitted.
15
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
FRIEDMAN INDUSTRIES, INCORPORATED
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- ---------- ------------------------------ ------------- -------------
ADDITIONS
------------------------------
BALANCE AT CHARGED TO CHARGED TO
BEGINNING COSTS AND OTHER ACCOUNTS -- DEDUCTIONS -- BALANCE AT
DESCRIPTION OF PERIOD EXPENSES DESCRIBE DESCRIBE(A) END OF PERIOD
----------- ---------- ---------- ----------------- ------------- -------------
Year ended March 31, 2003
Allowance for doubtful
accounts receivable
(deducted from related
asset account).......... $7,276 $ 80,275 -- $ 80,275 $7,276
====== ======== ====== ======== ======
Year ended March 31, 2002
Allowance for doubtful
accounts receivable
(deducted from related
asset account).......... $7,276 $128,095 -- $128,095 $7,276
====== ======== ====== ======== ======
Year ended March 31, 2001
Allowance for doubtful
accounts receivable
(deducted from related
asset account).......... $7,276 $ 83,862 -- $ 83,862 $7,276
====== ======== ====== ======== ======
- ---------------
(A) Accounts and notes receivable written off.
S-1
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
1 and 2 -- The responses to this section of Item 16 appears in this
report as a separate section of this report.
3 -- Exhibits
3.1 -- Articles of Incorporation of the Company, as amended,
filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended March 31, 1982, and
incorporated herein by reference.
3.2 -- Articles of Amendment to the Articles of Incorporation of
the Company, as filed with the Texas Secretary of State
on September 22, 1987, filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended
March 31, 1988, and incorporated herein by reference.
3.3 -- Bylaws of the Company, amended as of March 27, 1992,
filed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended March 31, 1992, and
incorporated herein by reference.
4.1 -- Reference is made to Exhibits 10.2, 10.5, 10.6, 10.9,
10.11 and 10.12 described in this Item 16(a).
*10.1 -- Friedman Industries, Incorporated 1989 Incentive Stock
Option Plan, filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31,
1991, and incorporated herein by reference.
10.2 -- Amended and Restated Letter Agreement dated April 1,
1995, between the Company and Texas Commerce Bank
National Association ("TCB") regarding an $8,000,000
revolving line of credit filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended
March 31, 1995 and incorporated herein by reference.
10.3 -- Lease Agreement between Judson Plaza, Inc. and the
Company dated March 16, 1996, regarding the lease of
office space (filed as an exhibit to and incorporated by
reference from the Company's Annual Report on Form 10-K
for the year ended March 31, 1996).
*10.4 -- Friedman Industries, Incorporated 1996 Stock Option Plan
(filed as an exhibit to and incorporated by reference
from the Company's Annual Report on Form 10-K for the
year ended March 31, 1997).
10.5 -- First Amendment to Amended and Restated Letter Agreement
between the Company and TCB dated April 1, 1997 (filed as
an exhibit to and incorporated by reference from the
Company's Annual Report on Form 10-K for the year ended
March 31, 1997).
10.6 -- Second Amendment to Amended and Restated Letter Agreement
between the Company and TCB dated July 21, 1997 (filed as
an exhibit to and incorporated by reference from the
Company's Report on Form 10-Q for the three months ended
June 30, 1997).
*10.7 -- First Amendment to the Friedman Industries, Incorporated
1989 Incentive Stock Option Plan (filed as an exhibit to
and incorporated by reference from the Company's Report
on Form 10-Q for the three months ended September 30,
1997).
*10.8 -- Friedman Industries, Incorporated 2000 Non-Employee
Director Stock Plan (filed as an exhibit to and
incorporated by reference from the Company's Registration
Statement on Form S-8 (Registration No. 333-47262)).
10.9 -- Third Amendment to the Amended and Restated Letter
Agreement dated April 1, 1999 between the Company and
Chase Bank of Texas (filed as an exhibit to and
incorporated by reference from the Company's report on
Form 10-Q for the three months ended June 30, 1999).
10.10 -- Addendum to Lease Agreement between Judson Plaza, Inc.
and the Company dated April 12, 2001 (filed as an exhibit
to and incorporated by reference from the Company's
report on Form 10-Q for the three months ended June 30,
2001).
EXHIBIT
NO. DESCRIPTION
------- -----------
10.11 -- Fourth Amendment to the Amended and Restated Letter
Agreement dated June 1, 2001 between The Chase Manhattan
Bank and the Company (filed as an exhibit to and
incorporated by reference from the Company's report on
Form 10-Q for the three months ended June 30, 2001).
10.12 -- Revolving Promissory Note dated June 1, 2001 between the
Company and The Chase Manhattan Bank (filed as an exhibit
to and incorporated by reference from the Company's
report on Form 10-Q for the three months ended June 30,
2001).
**13.1 -- The Company's Annual Report to Shareholders for the
fiscal year ended March 31, 2003.
**21.1 -- List of Subsidiaries.
**23.1 -- Consent of Independent Auditors.
**99.1 -- 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.
**99.2 -- Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, signed by Ben Harper.
- ---------------
* Management contract or compensation plan.
** Filed herewith.
Copies of exhibits filed as a part of this Annual Report on Form 10-K may
be obtained by shareholders of record at a charge of $.10 per page. Direct
inquiries to: Benny Harper, Senior Vice President -- Finance, Friedman
Industries, Incorporated, P. O. Box 21147, Houston, Texas 77226.
(b) Reports on Form 8-K filed in the fourth quarter of fiscal 2003:
None