Back to GetFilings.com
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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, 2004
[ ] 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, 2003 (computed by reference to the closing
price on such date), was approximately $15,383,000.
The number of shares of the registrant's Common Stock outstanding at June
11, 2004 was 7,575,239 shares.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders of Friedman Industries,
Incorporated for the fiscal year ended March 31, 2004 -- Part II.
Proxy Statement for the 2004 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 groups: coil and tubular products. Significant
financial information relating to the Company's product groups for the last
three years is contained in Note 7 of the Consolidated Financial Statements
included in the Company's Annual Report to Shareholders for the fiscal year
ended March 31, 2004, 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 an
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. In April 2004, the Company began
operating a new pipe mill that is designed primarily to produce pipe ranging
from 2 3/8" to 2 7/8" 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,
the Company purchases from LSS and markets to others pipe for structural
applications for some sizes of pipe that exceed the capability of the pipe mill.
The Company 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 2004 2003 2002
-------------------------- ---- ---- ----
Coil Products............................................... 54% 57% 53%
Tubular Products............................................ 46% 43% 47%
Coil Products. The Company sells coil products to approximately 280
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, 2004, 2003 and 2002,
six, six and six 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, 2004, the sales force was comprised of a vice
president and three professional sales personnel under the direction of the
Senior Vice President -- 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. The Company sells its tubular products nationally to
approximately 330 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 15% of the Company's total sales in fiscal 2004.
The Company sells its tubular products through its own sales force
comprised of five professional sales personnel under the direction of the Senior
Vice President -- 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
3
other steel suppliers, as well as its ability to provide products meeting
customer specifications on a rapid-delivery basis.
Employees
At March 31, 2004, the Company had approximately 144 full-time employees.
Executive Officers of the Company
The following table sets forth as of March 31, 2004, 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...... 58 Senior Vice President -- Finance since 1995
(formerly Vice President since 1990), Treasurer
since 1980 and Secretary since May 1992
Thomas Thompson... 53 Senior Vice President -- Sales and Marketing since
1995, formerly Vice President -- Sales since 1990
4
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................. 8,000 sq. feet Owned(1) Cinder block; steel
building
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) --
- ---------------
(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 REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
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, 2004, 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 approximate number of shareholders of record of Common Stock of the
Company as of April 30, 2004 was 460.
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, 2004, 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, 2004, entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations".
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business the Company is exposed to market risk
primarily from changes in the cost of steel in inventory and in interest rates.
The Company closely monitors exposure to market risks and develops appropriate
strategies to manage risk. With respect to steel purchases, there is no
recognized market to purchase derivative financial instruments to reduce the
inventory exposure risk on changing commodity prices. The exposure to market
risk associated with interest rates relates primarily to debt. Recent debt
balances are minimal and, as a result, direct exposure to interest rates changes
is not significant.
ITEM 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, 2004, are hereby incorporated herein by reference:
Consolidated Balance Sheets -- March 31, 2004 and 2003
Consolidated Statements of Earnings -- Years ended March 31, 2004, 2003
and 2002
Consolidated Statements of Stockholders' Equity -- Years ended March 31,
2004, 2003 and 2002
Consolidated Statements of Cash Flows -- Years ended March 31, 2004,
2003 and 2002
Notes to Consolidated Financial Statements -- March 31, 2004
Report of Independent Registered Public Accounting Firm
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, 2004.
6
The following supplementary schedule for the Company for the year ended
March 31, 2004, 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
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure 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 period covered by
this report. Based on this evaluation, the CEO and CFO have concluded that, as
of the end of such period, the Company's disclosure controls and procedures were
effective to ensure that information that is required to be disclosed by the
Company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms.
Changes in Internal Controls
There were no changes in the Company's internal control over financial
reporting that occurred during the fiscal quarter ended March 31, 2004 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
7
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 2004 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 2004 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.
The Company has adopted the Friedman Industries, Incorporated Code of
Conduct and Ethics (the "Code") which applies to the Company's employees,
directors and officers, including its principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions. A copy of the Code is filed as an exhibit hereto.
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 2004 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 2004 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, 2004:
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 3,200
- ---------------
(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
8
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.
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 2004 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 2004 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 2004 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 2004 fiscal year.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information with respect to Item 14 is hereby incorporated herein by
reference from the Company's proxy statement in respect of the 2004 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 2004 fiscal year.
9
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents included in this report
1. Financial Statements
The following financial statements and notes thereto of the Company are
included in the Company's Annual Report to Shareholders for the fiscal year
ended March 31, 2004, which is incorporated herein by reference.
Consolidated Balance Sheets -- March 31, 2004 and 2003
Consolidated Statements of Earnings -- Years ended March 31, 2004, 2003
and 2002
Consolidated Statements of Stockholders' Equity -- Years end March 31,
2004, 2003 and 2002
Consolidated Statements of Cash Flows -- Years ended March 31, 2004,
2003 and 2002
Notes to Consolidated Financial Statements -- March 31, 2004
Report of Independent Registered Public Accounting Firm
2. Financial Statement Schedules
The following financial statement schedule of the Company is included in
this report at page 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.
3. Exhibits
EXHIBIT
NO. DESCRIPTION
------- -----------
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
EXHIBIT
NO. DESCRIPTION
------- -----------
*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).
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 -- Fifth Amendment to the Amended and Restated Letter
Agreement dated effective as of April 1, 2003 (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, 2003).
10.13 -- Revolving Promissory Note dated April 1, 2003 between the
Company and J.P. Morgan Chase 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,
2003).
**13.1 -- The Company's Annual Report to Shareholders for the
fiscal year ended March 31, 2004.
**14.1 -- Friedman Industries, Incorporated Code of Conduct and
Ethics.
**21.1 -- List of Subsidiaries.
**23.1 -- Consent of Independent Registered Public Accounting Firm.
**31.1 -- Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, signed by Jack Friedman.
**31.2 -- Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, signed by Ben Harper.
**32.1 -- Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, signed by Jack Friedman.
**32.2 -- Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, signed by Ben Harper.
- ---------------
* Management contract or compensation plan.
** Filed herewith.
11
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 2004:
None
12
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 28th day of June, 2004.
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 28, 2004
- ----------------------------------------------------- Executive Officer and
Jack Friedman Director (Principal Executive
Officer)
/s/ HAROLD FRIEDMAN Vice Chairman of the Board and June 28, 2004
- ----------------------------------------------------- Director
Harold Friedman
/s/ WILLIAM E. CROW President, Chief Operating June 28, 2004
- ----------------------------------------------------- Officer and Director
William E. Crow
/s/ BENNY B. HARPER Senior Vice June 28, 2004
- ----------------------------------------------------- President -- Finance
Benny B. Harper Secretary/Treasurer
(Principal Financial and
Accounting Officer)
/s/ CHARLES W. HALL Director June 28, 2004
- -----------------------------------------------------
Charles W. Hall
/s/ ALAN M. RAUCH Director June 28, 2004
- -----------------------------------------------------
Alan M. Rauch
/s/ HERSHEL M. RICH Director June 28, 2004
- -----------------------------------------------------
Hershel M. Rich
/s/ KIRK K. WEAVER Director June 28, 2004
- -----------------------------------------------------
Kirk K. Weaver
/s/ JOE L. WILLIAMS Director June 28, 2004
- -----------------------------------------------------
Joe L. Williams
13
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(A) DESCRIBE(B) END OF PERIOD
----------- ---------- ---------- ----------------- ------------- -------------
Year ended March 31, 2004
Allowance for doubtful
accounts receivable and
cash discounts (deducted
from related asset
account)................ $7,276 $188,508 $537,205 $688,213 $44,776
====== ======== ======== ======== =======
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
====== ======== ======== ======== =======
- ---------------
(A) Cash discounts allowed on sales and charged against revenue.
(B) Accounts receivable written off and cash discounts allowed on sales.
S-1
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
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).
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).
EXHIBIT
NO. DESCRIPTION
------- -----------
10.12 -- Fifth Amendment to the Amended and Restated Letter
Agreement dated effective as of April 1, 2003 (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, 2003).
10.13 -- Revolving Promissory Note dated April 1, 2003 between the
Company and J.P. Morgan Chase 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,
2003).
**13.1 -- The Company's Annual Report to Shareholders for the
fiscal year ended March 31, 2003.
**14.1 -- Friedman Industries, Incorporated Code of Conduct and
Ethics.
**21.1 -- List of Subsidiaries.
**23.1 -- Consent of Independent Registered Public Accounting Firm.
**31.1 -- Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, signed by Jack Friedman.
**31.2 -- Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, signed by Ben Harper.
**32.1 -- Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, signed by Jack Friedman.
**32.2 -- Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, signed by Ben Harper.
- ---------------
* 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 2004:
None