-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OLbcURj8TAQLYk4jBCUIYv3gm/ZrKhz1DAVPy7ZWxiLOtvi6f0dV0/YDKBB2MVXH c3EXYgVby+E5Ltpnwib10w== 0000950129-05-003846.txt : 20060417 0000950129-05-003846.hdr.sgml : 20060417 20050420115940 ACCESSION NUMBER: 0000950129-05-003846 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN INDUSTRIES INC CENTRAL INDEX KEY: 0000039092 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 741504405 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07521 FILM NUMBER: 05761135 BUSINESS ADDRESS: STREET 1: 4001 HOMESTEAD RD CITY: HOUSTON STATE: TX ZIP: 77028 BUSINESS PHONE: 7136729433 MAIL ADDRESS: STREET 2: PO BOX 21147 CITY: HOUSTON STATE: TX ZIP: 77226 10-Q/A 1 h24381a2e10vqza.htm FRIEDMAN INDUSTRIES, INCORPORATED - SEPTEMBER 30, 2004 e10vqza
Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 2

     
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004
     
OR
     
[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FROM THE TRANSITION PERIOD FROM                                                TO                                                

COMMISSION FILE NUMBER 1-7521

FRIEDMAN INDUSTRIES, INCORPORATED

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

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


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

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

           
  Yes     X     No          

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

           
  Yes               No     X

     At September 30, 2004, the number of shares outstanding of the issuer’s only class of stock was 7,595,239 shares of Common Stock.



 


EXPLANATORY NOTE
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS — UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
CONDENSED NOTES TO QUARTERLY REPORT — UNAUDITED
Part II — OTHER INFORMATION
Item 6. Exhibits
SIGNATURES
EXHIBIT INDEX
Certification Pursuant to Section 302, signed by Jack Friedman
Certification Pursuant to Section 302, signed by Ben Harper
Certification Pursuant to Section 906, signed by Jack Friedman
Certification Pursuant to Section 906, signed by Ben Harper


Table of Contents

EXPLANATORY NOTE

     This quarterly report on Form 10-Q/A (“Form 10-Q/A”) is being filed to amend our quarterly report on Form 10-Q for the quarter ended September 30, 2004 (the “Original Form 10-Q”) filed with the Securities and Exchange Commission (“SEC”) on November 15, 2004, as amended by Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) filed with the SEC on February 14, 2005. Accordingly, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Form 10-Q/A contains complete text of Item 1 of Part 1 and Item 6 of Part II as amended, as well as currently dated certifications.

      By letter dated April 13, 2005, the SEC’s Staff provided comments to the Company relating to Item 4.02 of the Company’s Form 8-K filed with the SEC on February 11, 2005. In response thereto, the Company has added Note F to the Condensed Notes to Quarterly Report Unaudited included herein in Item 1. Financial Statements.

      We have not updated the information contained herein for events occurring subsequent to November 15, 2004, the filing date of the Original Form 10-Q, except as previously modified in Amendment No. 1 to reflect the restatement of the Company’s consolidated financial statements for the three and six months ended September 30, 2004. We recommend that this report be read in conjunction with our reports filed subsequent to November 15, 2004.


Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

FRIEDMAN INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

                       
          SEPTEMBER 30, 2004   MARCH 31, 2004
         
Unaudited
(Restated)
 
CURRENT ASSETS:
               
 
Cash and cash equivalents
  $ 7,099,433     $ 1,984,763  
 
Accounts receivable, net of allowances for bad debts and cash discounts of $37,276 and $44,776 at September 30, 2004 and March 31, 2004, respectively
    15,817,403       14,688,702  
 
Inventories
    19,933,110       21,043,992  
 
Other
    322,404       112,244  
 
   
     
 
     
TOTAL CURRENT ASSETS
    43,172,350       37,829,701  
PROPERTY, PLANT AND EQUIPMENT:
               
 
Land
    437,793       437,793  
 
Buildings and yard improvements
    4,088,149       4,088,149  
 
Machinery and equipment
    18,497,977       18,013,461  
 
Less accumulated depreciation
    (16,276,518 )     (15,846,288 )
 
   
     
 
 
    6,747,401       6,693,115  
OTHER ASSETS:
               
 
Cash value of officers’ life insurance
    528,590       1,302,613  
 
Deferred income taxes
    143,694       202,694  
 
   
     
 
     
TOTAL ASSETS
  $ 50,592,035     $ 46,028,123  
 
   
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
               
 
Accounts payable and accrued expenses
  $ 12,100,552     $ 10,204,653  
 
Current portion of long-term debt
    23,081       63,037  
 
Dividends payable
    607,759       151,500  
 
Income taxes payable
    223,714       1,134,433  
 
Contribution to profit sharing plan
    134,000       280,000  
 
Employee compensation and related expenses
    983,706       806,140  
 
Deferred credit for LIFO replacement
    157,520        
 
   
     
 
     
TOTAL CURRENT LIABILITIES
    14,230,332       12,639,763  
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
    389,904       356,756  
STOCKHOLDERS’ EQUITY:
               
 
Common stock, par value $1:
               
   
Authorized shares — 10,000,000
               
   
Issued and outstanding shares — 7,595,239 and 7,575,239 at September 30, 2004 and March 31, 2004, respectively
    7,595,239       7,575,239  
 
Additional paid-in capital
    27,742,409       27,714,669  
 
Retained earnings(deficit)
    634,151     (2,258,304 )
 
   
     
 
     
TOTAL STOCKHOLDERS’ EQUITY
    35,971,799       33,031,604  
 
   
     
 
     
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 50,592,035     $ 46,028,123  
 
   
     
 

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FRIEDMAN INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS — UNAUDITED

                                     
      Three Months Ended
September 30,
  Six Months Ended
September 30,
 
     
 
 
      (Restated)
2004
  2003   (Restated)
2004
  2003  
     
 
 
 
 
Net sales
  $ 49,020,241     $ 25,410,689     $ 93,935,945     $ 50,614,859    
Costs and expenses
                                 
 
Costs of goods sold
  43,994,292     23,910,932     84,709,449     47,166,445    
 
General, selling and administrative costs
  1,506,856     1,045,949     3,159,337     2,280,044    
 
Interest
      14,374         23,106    
 
   
     
     
     
   
 
  45,501,148     24,971,255     87,868,786     49,469,595    
Interest and other income
  (51,120 )   (1,873 )   (61,083 )   (4,021 )  
 
   
     
     
     
   
Earnings before income taxes
  3,570,213     441,307     6,128,242     1,149,285    
Provision (benefit) for income taxes:
                               
 
Current
  1,274,080     159,045     2,189,280     408,758    
 
Deferred
  35,000     (9,000 )   59,000     (18,000 )  
 
   
     
     
     
   
 
  1,309,080     150,045     2,248,280     390,758    
 
   
     
     
     
   
Net earnings
  $ 2,261,133     $ 291,262     $ 3,879,962     $ 758,527    
 
   
     
     
     
   
Average number of common shares outstanding:
                               
 
Basic
  7,581,906     7,573,239     7,578,572     7,573,239    
 
Diluted
  7,785,196     7,632,571     7,756,424     7,615,163    
Net earnings per share:
                               
 
Basic
  $ 0.30     $ 0.04     $ 0.51     $ 0.10    
 
Diluted
  $ 0.29     $ 0.04     $ 0.50     $ 0.10    
Cash dividends declared per common share
  $ 0.08     $ 0.03     $ 0.13     $ 0.06    

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FRIEDMAN INDUSTRIES, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

                       
          Six Months Ended
September 30,
         
          (Restated)
2004
  2003
         
 
OPERATING ACTIVITIES
               
 
Net earnings
  $ 3,879,962     $ 758,527  
 
Adjustments to reconcile net income to cash provided by operating activities:
               
   
Depreciation
    441,600       465,000  
   
Provision for deferred taxes
    59,000       (18,000 )
   
Provision for postretirement benefits
    33,148        
 
Decrease (increase) in operating assets:
               
   
Accounts receivable
    (1,128,701 )     690,350  
   
Inventories
    1,110,882     1,650,910  
   
Other
    (210,160 )     (324,339 )
 
Increase (decrease) in operating liabilities:
               
   
Accounts payable and accrued expenses
    1,895,899       (4,075,317 )
   
Contribution to profit-sharing plan payable
    (146,000 )     (128,000 )
   
Employee compensation and related expenses
    177,566       (6,534 )
   
Federal income taxes payable
    (910,719 )     (251,242 )
   
Deferred credit for LIFO replacement
    157,520        
 
   
     
 
     
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES
    5,359,997       (1,238,645 )
INVESTING ACTIVITIES
               
 
Purchase of property, plant and equipment
    (496,427 )     (277,850 )
 
(Increase) decrease in cash value of officers’ life insurance
    774,023     (6,919 )
Proceeds from sale of asset
    542      
 
   
     
 
     
NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES
    278,138       (284,769 )
FINANCING ACTIVITIES
               
 
Cash dividends paid
    (531,249 )     (378,649 )
 
Principal payments on notes payable
    (39,956 )     (31,721 )
 
Increase in notes payable
          2,000,000  
 
Exercise of stock options
    47,740        
 
   
     
 
     
NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES
    (523,465 )     1,589,630  
 
   
     
 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    5,114,670     66,216  
 
Cash and cash equivalents at beginning of period
    1,984,763       673,127  
 
   
     
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 7,099,433     $ 739,343  
 
   
     
 

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FRIEDMAN INDUSTRIES, INCORPORATED

CONDENSED NOTES TO QUARTERLY REPORT — UNAUDITED
SIX MONTHS ENDED SEPTEMBER 30, 2004

NOTE A — BASIS OF PRESENTATION

     The accompanying unaudited condensed, consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended March 31, 2004.

NOTE B — INVENTORIES

     Inventories consist of prime coil, non-standard coil and tubular materials. Prime coil inventory consists primarily of raw materials, non-standard coil inventory consists primarily of finished goods and tubular inventory consists of both raw materials and finished goods. Inventories are valued at the lower of cost or replacement market value. Cost for prime coil inventory is determined under the last-in, first-out (“LIFO”) method. Cost for non-standard coil inventory is determined using the specific identification method. Cost for tubular inventory is determined using the weighted average method.

     During the quarter ended September 30,2004, LIFO inventories were reduced but are expected to be replaced by March 31, 2005. Accordingly, a deferred credit for LIFO replacement of $157,520 to reflect the expected cost of such replacement was recorded at September 30, 2004.

     A summary of inventory values follows:

                 
    September 30,   March 31,
    2004   2004
   
 
Prime Coil Inventory
  $ 7,661,637     $ 4,976,300  
Non-Standard Coil Inventory
    939,742       4,181,815  
Tubular Raw Material
    3,557,822       3,515,060  
Tubular Finished Goods
    7,773,909       8,370,817  
 
   
     
 
 
  $ 19,933,110     $ 21,043,992  
 
   
     
 

NOTE C — LONG-TERM DEBT

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

                 
    September 30, 2004   March 31, 2004
   
 
Notes payable on equipment purchases
  $ 23,081     $ 63,037  

     The Company has a $6 million revolving credit facility which expires April 1, 2006. There were no amounts outstanding pursuant to the facility at September 30, 2004 or March 31, 2004.

NOTE D — STOCK BASED COMPENSATION

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

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

                                     
        Three Months Ended
September 30,

  Six Months Ended
September 30,

        (Restated)
2004

  2003
  (Restated)
2004

  2003
Reported net income
  $ 2,261,133     $ 291,262     $ 3,879,962     $ 758,527  
Less: compensation expenses per SFAS No. 123, net of tax
    .00       .00       .00       31,582  
 
   
     
     
     
 
Pro forma net income
  $ 2,261,133     $ 291,262     $ 3,879,962     $ 726,945  
 
   
     
     
     
 
BASIC EARNINGS PER COMMON SHARE:
                               
Reported net income
    .30       .04       .51       .10  
Less: compensation expense per SFAS No. 123, net of tax
    .00       .00       .00       .00  
 
   
     
     
     
 
Pro forma net income
    .30       .04       .51       .10  
 
   
     
     
     
 
DILUTED EARNINGS PER COMMON SHARE:
                               
Reported net income
    .29       .04       .50       .10  
Less: compensation expense per SFAS No. 123, net of tax
    .00       .00       .00       .00  
 
   
     
     
     
 
Pro forma net income
    .29       .04       .50       .10  
 
   
     
     
     
 

     During the six months ended September 30, 2004, options for 20,000 shares Common Stock were exercised which resulted in proceeds of $47,740 to the Company. In the 2004 period, no options were granted.

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

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NOTE E — SEGMENT INFORMATION

                                     
        Three Months Ended
September 30 

  Six Months Ended
September 30

        (Restated)
2004

  2003
  (Restated)
2004

  2003
Net sales
                               
 
Coil
  $ 28,157     $ 13,157     $ 54,693     $ 26,552  
 
Tubular
    20,863       12,254       39,243       24,063  
 
   
     
     
     
 
   
Total net sales
  $ 49,020     $ 25,411     $ 93,936     $ 50,615  
 
   
     
     
     
 
Operating profit
                               
 
Coil
  $ 1,849     $ 299     $ 3,224     $ 1,009  
 
Tubular
    2,564       660       4,874       1,429  
 
   
     
     
     
 
   
Total operating profit
    4,413       959       8,098       2,438  
 
Corporate expenses
    894       506       2,031       1,270  
 
Interest expense
          14             23  
 
Interest & other income
    (51 )     (2 )     (61 )     (4 )
 
   
     
     
     
 
   
Total earnings before taxes
  $ 3,570     $ 441     $ 6,128     $ 1,149  
 
   
     
     
     
 
                     
        September 30,
2004
  March 31,
2004
       
 
Segment assets
               
 
Coil
   $ 20,572      $  21,770  
 
Tubular
     22,112       20,624  
 
   
     
 
 
 
     42,684        42,394  
  Corporate assets      7,908       3,634  
 
   
     
 
   
 
     50,592       46,028  
 
   
     
 

     Segment amounts reflected above are stated in thousands. General corporate expenses reflect general and administrative expenses not directly associated with segment operations and consist primarily of corporate executive and accounting salaries, professional fees and services, bad debts, accrued profit sharing expense, corporate insurance expenses and office supplies. Corporate assets consists primarily of cash and cash equivalents and the cash value of officers’ life insurance.

NOTE F — RESTATEMENT:

      In connection with the Company’s review of its accrual for accounts payable at December 31, 2004, the Company discovered that it had over accrued accounts payable at September 30, 2004. The error occurred as the result of double booking a liability for materials received. During the quarter ended September 30, 2004, the Company received steel coils and recorded a liability for this purchase. Subsequently, these same coils were shipped to other companies for processing into slit coils or pipe. After processing, the Company received the material and incorrectly recorded a liability for the entire receipt instead of only the processing and shipping charges. Accordingly, our consolidated financial statements for the three and six months ended September 30, 2004 are being restated to correct the accrual for accounts payable.

      Set forth below are the originally reported and as restated amounts:

Balance Sheets

                     
        September 30, 2004
as Reported
  September 30, 2004
as Restated
       
 
Accounts payable and accrued expenses
   $ 12,592,548       $ 12,100,552   
Income Taxes payable
    78,685       223,714  
Employee compensation and related expenses
     918,270       983,706  
 
 
                 
  Retained earnings      352,620        634,151  
 
               

Income Statements
                                     
        Three Months Ended
September 30, 2004

    Six Months Ended
September 30, 2004

 
        as Reported

  as Restated

  as Reported

  as Restated
 
Costs of goods sold
   44,486,288    $  43,994,292      $   85,201,445      $  84,709,449     
 
General selling and administrative costs
    1,441,420     1,506,856       3,093,901       3,159,337    
Current income taxes
    1,129,051      1,274,080       2,044,251        2,189,280    
 Net earnings
    1,979,602      2,261,133       3,598,431        3,879,962    
Net earnings per share
                               
 
 Basic
0.26   0.30     $ 0.47     0.51    
 
Diluted
0.25   0.29     $ 0.46     0.50    

Statements of Cash Flows

                     
        Six Months Ended
September 30, 2004  
       
        as Reported   as Restated
       
 
                 
Net earnings
     3,598,431        3,879,962  
Accounts Payable and accrued expense
    2,387,895        1,895,899  
Employee compensation and restated expenses
    112,130       177,566  
 Federal income taxes payable
     (1,055,748 )      (910,719 )

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FRIEDMAN INDUSTRIES, INCORPORATED

Three Months Ended September 30, 2004

Part II — OTHER INFORMATION

Item 6. Exhibits

  31.1 — Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Jack Friedman
 
  31.2 — Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Ben Harper
 
  32.1 — Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Jack Friedman
 
  32.2 — Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Ben Harper

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  FRIEDMAN INDUSTRIES, INCORPORATED
Date April 19, 2005      
  By   /s/  BEN HARPER
     
  Ben Harper, Senior Vice President-Finance
  (Principal Financial and Accounting Officer)
       

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EXHIBIT INDEX

     
Exhibit No. Description


 
Exhibit 31.1
  — Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Jack Friedman
 
Exhibit 31.2
  — Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Ben Harper
 
Exhibit 32.1
  — Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Jack Friedman
 
Exhibit 32.2
  — Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by Ben Harper
EX-31.1 2 h24381a2exv31w1.htm CERTIFICATION PURSUANT TO SECTION 302, SIGNED BY JACK FRIEDMAN exv31w1
 

Exhibit 31.1

I, Jack Friedman, the Chairman of the Board and Chief Executive Officer of Friedman Industries, Incorporated, a Texas corporation, certify that:

      1. I have reviewed this quarterly report on Form 10-Q/A of Friedman Industries, Incorporated;

      2. Based on my knowledge, this 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 report;

      3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, result of operations and cash flows of the registrant as of, and for, the periods presented in this report;

      4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

            a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

            b) [intentionally omitted per SEC release 33-8238]

            c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

            d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

      5. The registrant's other certifying officers(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

            a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

            b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: April 19, 2005
  /s/  JACK FRIEDMAN
  Chairman of the Board and
  Chief Executive Officer
EX-31.2 3 h24381a2exv31w2.htm CERTIFICATION PURSUANT TO SECTION 302, SIGNED BY BEN HARPER exv31w2

 

Exhibit 31.2

I, Ben Harper, Senior Vice President-Finance and Secretary/Treasurer of Friedman Industries, Incorporated, a Texas corporation, certify that:

      1. I have reviewed this quarterly report on Form 10-Q/A of Friedman Industries, Incorporated;

      2. Based on my knowledge, this 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 report;

      3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, result of operations and cash flows of the registrant as of, and for, the periods presented in this report;

      4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

            a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

            b) [intentionally omitted per SEC release 33-8238]

            c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

            d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

      5. The registrant's other certifying officers(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

            a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

            b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: April 19, 2005
  /s/  BEN HARPER
  Senior Vice President-Finance and
  Secretary/Treasurer
EX-32.1 4 h24381a2exv32w1.htm CERTIFICATION PURSUANT TO SECTION 906, SIGNED BY JACK FRIEDMAN exv32w1

 

EXHIBIT 32.1

Certification Pursuant to

18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906
of The Sarbanes-Oxley Act of 2002

Not Filed Pursuant to the Securities Exchange Act of 1934

      In connection with the Quarterly Report of Friedman Industries, Incorporated (the “Company”) on Form 10-Q/A for the period ending September 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack Friedman, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

      (1) The Report fully complies with the requirement of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 19, 2005
  By /s/ JACK FRIEDMAN
 
      Name: Jack Friedman
      Title: Chairman of the Board and Chief Executive Officer
EX-32.2 5 h24381a2exv32w2.htm CERTIFICATION PURSUANT TO SECTION 906, SIGNED BY BEN HARPER exv32w2

 

EXHIBIT 32.2

Certification Pursuant to

18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906
of The Sarbanes-Oxley Act of 2002

Not Filed Pursuant to the Securities Exchange Act of 1934

      In connection with the Quarterly Report of Friedman Industries, Incorporated (the “Company”) on Form 10-Q/A for the period ending September 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ben Harper, Senior Vice President-Finance and Secretary/Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

      (1) The Report fully complies with the requirement of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

      (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 19, 2005
  By /s/ BEN HARPER
 
      Name: Ben Harper
      Title: Senior Vice President-Finance and Secretary/Treasurer
CORRESP 6 filename6.htm corresp

 

Fulbright & Jaworski l.l.p.
A Registered Limited Liability Partnership
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
www.fulbright.com

         
lasmith@fulbright.com
  telephone:   (713) 651-5151
direct dial: (713) 651-5304
  facsimile:   (713) 651-5246

April 20, 2005

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0404
Attention: John Cash

Dear Ladies and Gentlemen:

      By letter dated April 13, 2005, the Commission’s Staff provided comments to our client, Friedman Industries, Incorporated, a Texas corporation (the “Company”), relating to Item 4.02 of its Form 8-K filed February 11, 2005. On behalf of the Company, based on our discussions with the Company and its independent public accountants, set forth below are the Company’s responses to the Staff’s comments.

1. Your Form 10-Q/A for the period ended September 30, 2004 does not include a note to the financial statements that includes the following:

  •   a clear description of the nature of and reason for the change and
 
  •   the amounts, as reported and as restated, to the extent that the error affected the balance sheet, statements of earnings, and statements of cash flows.

Please amend your Form 10-Q/A for the period ended September 30, 2004 to include this information. Please ensure you include updated signatures and certifications in your amended Form 10-Q/A. Refer to paragraph 36 of APB 20.

Response: Amendment No. 2 to the Company’s Form 10-Q for the period ended September 30, 2004 is being filed simultaneously herewith to provide the requested information.

2. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Houston · New York · Washington DC · Austin · Dallas · Los Angeles · Minneapolis · San Antonio · Hong Kong · London · Munich

 


 

April 20, 2005
Page 2

      In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

  •   the company is responsible for the adequacy and accuracy of the disclosure in their filings;
 
  •   staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
 
  •   the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

      In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Response: Attached to this letter is a statement from the Company making the requested acknowledgements.

      If you have any additional comments or questions, please telephone the undersigned at (713) 651-5304.

Very truly yours,
 
/s/ Laura Ann Smith
 
Laura Ann Smith

     
cc:
  Ben Harper (FRD)
  Steve Brown (E&Y)
  Robert E. Wilson (Firm)

-1-


 

FRIEDMAN INDUSTRIES, INCORPORATED
ACKNOWLEDGMENT

     As requested in the letter dated April 13, 2005 from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) to Friedman Industries, Incorporated (the “Company”) relating to Item 4.02 of the Company’s Form 8-K filed February 11, 2005, the Company acknowledges that:

  •   the Company is responsible for the adequacy and accuracy of the disclosure in its filings;
 
  •   staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
 
  •   the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Dated: April 19, 2005
         
  FRIEDMAN INDUSTRIES, INCORPORATED
 
 
  By:   /s/ Ben Harper    
    Name:   Ben Harper   
    Title:   Senior Vice President - Finance   
 

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