Item 1. Financial Statements
Item 1. Financial Statements
FRIEDMAN INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED
DECEMBER 31, 2020
MARCH 31, 2020
ASSETS
CURRENT ASSETS:
Cash
$
16,485,797
$
17,057,751
Accounts receivable, net of allowances for bad debts and cash discounts of $82,417 at December 31, and March 31, 2020
12,133,375
11,705,344
Inventories
30,130,320
35,668,243
Other current assets
5,488,176
780,179
TOTAL CURRENT ASSETS
64,237,668
65,211,517
PROPERTY, PLANT AND EQUIPMENT:
Land
1,179,831
1,179,831
Buildings and yard improvements
9,180,304
9,008,869
Machinery and equipment
28,027,039
29,339,893
Construction in process
6,478,594
3,797,364
Less accumulated depreciation
(29,898,231
)
(31,825,401
)
14,967,537
11,500,556
OTHER ASSETS:
Cash value of officers’ life insurance and other assets
164,016
183,350
Income taxes recoverable
—
448,665
TOTAL ASSETS
$
79,369,221
$
77,344,088
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses
$
6,081,444
$
8,944,614
Dividends payable
139,485
139,989
Contribution to retirement plan
200,000
50,250
Employee compensation and related expenses
581,796
409,778
Income taxes payable
88,541
—
Current portion of financing lease
102,196
100,728
Current portion of Paycheck Protection Program loan
1,338,114
—
TOTAL CURRENT LIABILITIES
8,531,576
9,645,359
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
108,764
99,864
DEFERRED INCOME TAX LIABILITY
732,295
361,146
OTHER NON-CURRENT LIABILITIES
291,417
372,352
LONG TERM PORTION OF PAYCHECK PROTECTION PROGRAM LOAN
352,271
—
TOTAL LIABILITIES
10,016,323
10,478,721
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Common stock, par value $1: Authorized shares — 10,000,000 Issued shares — 8,334,785 shares and 8,295,160 shares at December 31, and March 31, 2020, respectively
8,334,785
8,295,160
Additional paid-in capital
29,852,154
29,565,416
Accumulated other comprehensive income
2,657,923
—
Treasury stock at cost (1,355,916 shares and 1,225,716 shares at December 31, and March 31, 2020, respectively)
(6,619,320
)
(5,525,964
)
Retained earnings
35,127,356
34,530,755
TOTAL STOCKHOLDERS’ EQUITY
69,352,898
66,865,367
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
79,369,221
$
77,344,088
3
FRIEDMAN INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED
THREE MONTHS ENDED DECEMBER 31,
NINE MONTHS ENDED DECEMBER 31,
2020
2019
2020
2019
Net Sales
$
28,502,049
$
28,150,817
$
76,888,329
$
109,121,717
Costs and expenses
Costs of goods sold
24,006,200
28,097,884
71,044,629
108,380,110
General, selling and administrative costs
1,725,143
1,200,393
4,518,785
3,662,630
Interest expense
6,148
2,463
18,356
2,463
25,737,491
29,300,740
75,581,770
112,045,203
EARNINGS (LOSS) FROM OPERATIONS
2,764,558
(1,149,923
)
1,306,559
(2,923,486
)
Interest and other income
(4,339
)
(4,370
)
(12,987
)
(15,075
)
EARNINGS (LOSS) BEFORE INCOME TAXES
2,768,897
(1,145,553
)
1,319,546
(2,908,411
)
Provision for (benefit from) income taxes:
Current
757,097
244,940
634,056
(49,584
)
Deferred
(117,945
)
(509,490
)
(335,388
)
(628,459
)
639,152
(264,550
)
298,668
(678,043
)
NET EARNINGS (LOSS)
$
2,129,745
$
(881,003
)
$
1,020,878
$
(2,230,368
)
Weighted average number of common shares outstanding:
Basic
7,039,736
6,999,444
7,062,628
6,999,444
Diluted
7,039,736
6,999,444
7,062,628
6,999,444
Net earnings (loss) per share:
Basic
$
0.30
$
(0.13
)
$
0.14
$
(0.32
)
Diluted
$
0.30
$
(0.13
)
$
0.14
$
(0.32
)
Cash dividends declared per common share
$
0.02
$
0.02
$
0.06
$
0.08
4
FRIEDMAN INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) — UNAUDITED
THREE MONTHS ENDED DECEMBER 31,
NINE MONTHS ENDED DECEMBER 31,
2020
2019
2020
2019
Net earnings (loss)
$
2,129,745
$
(881,003
)
$
1,020,878
$
(2,230,368
)
Other comprehensive income (loss):
Cash flow hedges, net of tax
2,657,923
—
2,657,923
—
Other comprehensive income:
2,657,923
—
2,657,923
—
Comprehensive income (loss)
$
4,787,668
$
(881,003
)
$
3,678,801
$
(2,230,368
)
5
FRIEDMAN INDUSTRIES, INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
NINE MONTHS ENDED DECEMBER 31,
2020
2019
OPERATING ACTIVITIES
Net earnings (loss)
$
1,020,878
$
(2,230,368
)
Adjustments to reconcile net earnings (loss) to cash provided by operating activities:
Depreciation
730,254
923,966
Deferred taxes
(335,388
)
(628,459
)
Compensation expense for restricted stock
376,363
249,708
Change in postretirement benefits
8,900
8,215
Lower of cost or net realizable value inventory adjustment
274,093
955,605
Deferred gain on derivatives
696,400
—
Decrease (increase) in operating assets:
Accounts receivable
(428,031
)
3,337,785
Inventories
5,263,830
12,562,592
Federal income taxes recoverable
448,665
(40,639
)
Other current assets
(793,679
)
(1,025,125
)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses
(2,834,970
)
567,114
Income taxes payable
88,541
(159,694
)
Contribution to retirement plan
149,750
149,750
Employee compensation and related expenses
172,018
(42,617
)
NET CASH PROVIDED BY OPERATING ACTIVITIES
4,837,624
14,627,833
INVESTING ACTIVITIES
Purchase of property, plant and equipment
(4,228,193
)
(3,223,856
)
Increase in cash surrender value of officers’ life insurance
(12,970
)
(13,110
)
NET CASH USED IN INVESTING ACTIVITIES
(4,241,163
)
(3,236,966
)
FINANCING ACTIVITIES
Paycheck Protection Program loan proceeds
1,690,385
—
Cash dividends paid
(424,780
)
(699,945
)
Cash paid for principal portion of finance lease
(75,364
)
(24,760
)
Cash paid for share repurchases
(1,143,356
)
—
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
46,885
(724,705
)
INCREASE IN CASH AND RESTRICTED CASH
643,346
10,666,162
CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD
17,057,751
11,667,161
CASH AND RESTRICTED CASH AT END OF PERIOD
$
17,701,097
$
22,333,323
Cash and restricted cash at the end of the nine month period ended December 31, 2020 includes $1,215,300 of cash margin required to collateralize our open derivative positions. This amount is reported in "Other current assets" on the Company's consolidated balance sheet at December 31, 2020. All of the cash and restricted cash at the end of the nine month period ended December 31, 2019 was reported in "Cash" on the Company's consolidated balance sheet at December 31, 2019.
6
FRIEDMAN INDUSTRIES, INCORPORATED
CONDENSED NOTES TO QUARTERLY REPORT — UNAUDITED
NOTE A — BASIS OF PRESENTATION
The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by U.S. 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 consolidated financial statements and footnotes of Friedman Industries, Incorporated (the “Company”) included in its annual report on Form 10-K for the year ended March 31, 2020 .
NOTE B — NEW ACCOUNTING STANDARDS
Recently Adopted Accounting Standards
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 establishes a new lease accounting standard that requires lessees to recognize a right of use asset and related lease liability for most leases having lease terms of more than 12 months. Leases with a term of 12 months or less will be accounted for similar to prior guidance for operating leases. In July 2018, the FASB issued Accounting Standards Update No. 2018-10, Codification Improvements to Topic 842, Leases, to clarify how to apply certain aspects of the new standard. In July 2018, the FASB also issued Accounting Standards Update No. 2018-11, Leases (Topic 842): Targeted Improvements, to give entities another option for transition and to provide practical expedients to reduce the cost and complexity of implementing the new standard. ASU 2016-02 and all subsequently issued amendments, collectively "ASC 842," is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.
The Company adopted ASC 842 on April 1, 2019 using the optional transition method under which the new standard is applied only to the most current period presented and the cumulative effect of applying the new standard to existing lease agreements is recognized at the date of initial application. The adoption of ASC 842 resulted in the recording of initial right-of-use lease assets and lease liabilities of approximately $63,000. The Company elected the package of transition practical expedients related to lease identification, lease classification, and initial direct costs. In addition, the Company made the following accounting policy elections: (1) the Company will not separate lease and non-lease components by class of underlying asset and (2) the Company will apply the short-term lease exemption by class of underlying asset. The adoption of this standard did not have a material impact on the Company’s consolidated statement of operations or cash flows and did not result in a cumulative adjustment to retained earnings. See Note E – Leases for additional information.
In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 is intended to simplify and clarify the accounting and disclosure requirements for hedging activities by more closely aligning the results of cash flow and fair value hedge accounting with the underlying risk management activities. We adopted ASU 2017-12 on June 18, 2020 when we entered into our first derivative financial instruments. See Note H – Derivative Financial Instruments for additional information.
Accounting Standards Not Yet Adopted
In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires, among other things, the use of a new current expected credit loss ("CECL") model to determine the allowance for doubtful accounts with respect to accounts receivable. The CECL model requires estimation of lifetime expected credit loss with respect to receivables and recognition of allowances that, when deducted from the balance of the receivables, represent the net amounts expected to be collected. Subsequently, in November 2018, the FASB issued Accounting Standards Update 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (ASC 326), which clarifies that impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases. ASU 2016-13 called for an effective date for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. In November 2019, the FASB issued Accounting Standards Update 2019-10, Financial Instruments ‒ Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates (“ASU 2019-10”). ASU 2019-10 defers the effective date of ASU 2016-13 for SEC filers that are eligible to be smaller reporting companies, private companies, not-for-profit organizations and employee benefit plans to annual periods beginning after December 15, 2022, including interim periods within those annual periods. The Company qualifies as a smaller reporting company and does not expect to early adopt ASU 2016-13. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements.
In December 2019, the FASB issued Accounting Standards Update 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies accounting for income taxes by revising or clarifying existing guidance in ASC 740, as well as removing certain exceptions within ASC 740. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2020 and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements.
NOTE C — 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 raw materials and tubular inventory consists of both raw materials and finished goods. Cost for prime coil inventory is determined using the average cost method. Cost for non-standard coil inventory is determined using the specific identification method. Cost for tubular inventory is determined using the average cost method. All inventories are valued at the lower of cost or net realizable value.
7
A summary of inventory values by product group follows:
December 31, 2020
March 31, 2020
Prime Coil Inventory
$
15,459,864
$
17,190,435
Non-Standard Coil Inventory
2,178,029
1,550,734
Tubular Raw Material
2,671,140
4,888,542
Tubular Finished Goods
9,821,287
12,038,532
$
30,130,320
$
35,668,243
Tubular raw material inventory consists of hot-rolled steel coils that the Company will manufacture into pipe. Tubular finished goods inventory consists of pipe the Company has manufactured and new mill reject pipe the Company has purchased from U.S. Steel Tubular Products, Inc.
NOTE D – DEBT
In April 2020, the Company received a $1,690,385 loan (the “PPP Loan”) from JPMorgan Chase Bank, N.A. (the “Bank”), under the Paycheck Protection Program, which was established under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), as modified by the Paycheck Protection Flexibility Act of 2020 (the “PPP Flexibility Act”). The term of the PPP Loan is two years from the funding date of the PPP Loan. The interest rate on the PPP Loan is 0.98%. Under the terms of the PPP Loan, interest accrues from the funding date of the PPP Loan but payment of both principal and interest is deferred for six months. Pursuant to the terms of the CARES Act, the Company can apply for and may be granted forgiveness for all or a portion of the PPP Loan, if and to the extent that the Company satisfies certain requirements. Such forgiveness is subject to use of the PPP Loan proceeds for qualifying purposes and is also subject to maintenance or achievement of certain employee and compensation levels. While the Company plans to apply for forgiveness of the PPP Loan in accordance with the requirements and limitations under the CARES Act, the PPP Flexibility Act and the Small Business Administration regulations and requirements, no assurance can be given that all or any portion of the PPP Loan will be forgiven. Payments of principal and interest on the loan have been granted further deferment to provide ample time to file the loan forgiveness application.
NOTE E — LEASES
The Company adopted ASU 2016-02, Leases (“ASC 842”) on April 1, 2019 using the optional transition method under which the new standard is applied only to the most current period presented and the cumulative effect of applying the new standard to existing lease agreements is recognized at the date of initial application. Under this adoption method, reporting periods beginning after April 1, 2019 are presented under the new standard, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The adoption of ASC 842 resulted in the recording of initial ROU asset and lease liabilities of approximately $63,000 at April 1, 2019.
The Company’s lease of its office space in Longview, Texas is the only operating lease included in the ROU asset and lease liability. The lease calls for monthly rent payments of $4,878 and expires on April 30, 2021. The Company’s other operating leases for items such as IT equipment and storage space are either short-term in nature or immaterial.
In October 2019, the Company received a new heavy-duty forklift under a 5-year finance lease arrangement with a financed amount of $518,616 and a monthly payment of $9,074.
The components of expense related to leases for the three and nine months ended December 31, 2020 and 2019 are as follows:
Three Months Ended December 31,
Nine Months Ended December 31,
2020
2019
2020
2019
Finance lease – amortization of ROU asset
$
25,243
$
8,644
$
75,364
$
8,644
Finance lease – interest on lease liability
1,981
2,463
6,306
2,463
Operating lease expense
14,634
8,184
41,652
24,552
$
41,858
$
19,291
$
123,322
$
35,659
8
The following table illustrates the balance sheet classification for ROU assets and lease liabilities as of December 31, 2020 :
December 31, 2020
Balance Sheet Classification
Assets
Operating lease right-of-use asset
$
19,231
Other assets
Finance lease right-of-use asset
488,363
Property, plant & equipment
Total right-of-use assets
$
507,594
Liabilities
Operating lease liability, current
$
19,231
Accrued expenses
Finance lease liability, current
102,196
Current portion of finance lease
Finance lease liability, non-current
291,417
Other non-current liabilities
Total lease liabilities
$
412,844
As of December 31, 2020 , the weighted-average remaining lease term was 0.3 year for operating leases and 3.7 years for finance leases. The weighted average discount rate was 7% for operating leases and 1.9% for finance leases.
Maturities of lease liabilities as of December 31, 2020 were as follows:
Operating Leases
Finance Leases
Fiscal 2021 (remainder of fiscal year)
14,634
27,222
Fiscal 2022
4,878
108,888
Fiscal 2023
—
108,888
Fiscal 2024
—
108,888
Fiscal 2025
—
54,444
Total undiscounted lease payments
$
19,512
$
408,330
Less: imputed interest
(281
)
(14,717
)
Present value of lease liability
$
19,231
$
393,613
NOTE F — PROPERTY, PLANT AND EQUIPMENT
The Company continued the previously announced capital expenditure project at our Decatur, Alabama facility during the third quarter of fiscal 2021. This project involves the purchase and installation of a stretcher leveler coil processing line. This newly acquired equipment replaces the prior processing equipment at the Decatur plant and will expand both the size range and grade of material that the Decatur plant is able to process. The equipment was purchased from and is being constructed, fabricated and installed by Delta Steel Technologies. Installation of the equipment began in December 2020 and the Company expects commercial use of the equipment to begin in March 2021. The Company currently estimates the cost of this project to be $7,200,000. As of December 31, 2020 , expenditures related to the Decatur project totaled $6,478,594 with this amount reported as Construction in Process on the Company’s consolidated balance sheet.
NOTE G — STOCK BASED COMPENSATION
The Company maintains the Friedman Industries, Incorporated 2016 Restricted Stock Plan (the “Plan”). The Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) and continues indefinitely until terminated by the Board or until all shares allowed by the Plan have been awarded and earned. The aggregate number of shares of the Company’s Common Stock eligible for award under the Plan is 500,000 shares. Subject to the terms and provisions of the Plan, the Committee may, from time to time, select the employees to whom awards will be granted and shall determine the amount and applicable restrictions of each award. Forfeitures are accounted for upon their occurrence.
9
The following table summarizes the activity related to restricted stock awards for the nine months ended December 31, 2020 :
Weighted Average
Number of Shares
Grant Date Fair Value Per Share
Unvested at March 31, 2020
270,000
$
6.37
Cancelled or forfeited
—
—
Granted
89,625
5.64
Vested
—
—
Unvested at December 31, 2020
359,625
$
6.19
Compensation expense is recognized over the requisite service period applicable to each award. The Company recorded compensation expense of $376,363 and $249,708 in the nine months ended December 31, 2020 and 2019 , respectively, relating to the stock awards issued under the Plan. As of December 31, 2020 , unrecognized compensation expense related to stock awards was approximately $1,014,541, which is expected to be recognized over a weighted average period of approximately 2.8 years.
NOTE H — DERIVATIVE FINANCIAL INSTRUMENTS
In June 2020, the Company implemented its first commodity price risk management activities by transacting hot-rolled coil futures. From time to time, we expect to use derivative financial instruments to minimize our exposure to commodity price risk that is inherent in our business. At the time derivative contracts are entered into, we assess whether the nature of the instrument qualifies for hedge accounting treatment according to the requirements of ASC 815 – Derivatives and Hedging (“ASC 815”). By using derivatives, the Company is exposed to credit and market risk. The Company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The Company minimizes its credit risk by entering into transactions with high quality counterparties, and uses exchange-traded derivatives when available. Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices. The Company manages market risk by continually monitoring exposure within its risk management strategy and portfolio. For those transactions designated as hedging instruments, we document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking the various hedge transactions. We also assess, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flows or fair value of hedged items.
During the three months ended December 31, 2020, the Company entered into hot-rolled coil futures contracts which were designated as hedging instruments and classified as cash flow hedges, either as hedges of variable purchase prices or as hedges of variable sales prices. Accordingly, realized and unrealized gains and losses associated with the instruments are reported as a component of other comprehensive income and reclassified into earnings during the period in which the hedged transaction affects earnings. At December 31, 2020, the Company had a $1,215,300 cash margin requirement to collateralize our open hedging positions. This margin requirement is included in "Other current assets" on the Company's consolidated balance sheet at December 31, 2020. The Company recorded a receivable of $1,227,940 related to closed positions whose cash settlement occurred subsequent to quarter end with this amount included in "Other current assets" on the Company's consolidated balance sheet at December 31, 2020. For the three months and nine months ended December 31, 2020, the Company did not have any derivative instruments not designated as cash flow or fair value hedges.
The following table summarizes the fair value of the Company’s derivative financial instruments and the respective line in which they were recorded in the Consolidated Balance Sheet as of December 31, 2020 :
Asset Derivatives
Liability Derivatives
Balance Sheet
Balance Sheet
Derivatives designated as cash flow hedges:
Location
Fair Value
Location
Fair Value
Hot-rolled coil steel contracts hedging purchases
Other current assets
$
2,862,580
Hot-rolled coil steel contracts hedging sales
Other current assets
$
1,422,460
The notional amounts (quantities) of our cash flow hedges outstanding at December 31, 2020 consisted of 16,080 tons hedging purchases and 32,120 tons hedging sales.
The following table summarizes the gain recognized in other comprehensive income and the gain reclassified from accumulated other comprehensive income into earnings for derivative financial instruments designated as cash flow hedges for both the three months and nine months ended December 31, 2020 :
Gain Recognized
Location of Gain Reclassified from
Gain Reclassified from
in OCI
AOCI into Net Earnings
AOCI into Net Earnings
Hot-rolled coil steel contracts
$
3,364,460
Costs of goods sold
$
396,720
The estimated amount of gains recognized in AOCI at December 31, 2020 expected to be reclassified into net earnings (loss) within the succeeding twelve months is $3,533,120. This amount was computed using the fair value of the cash flow hedges as of December 31, 2020, and will change before actual reclassification from OCI to net earnings (loss). The maximum derivative contract duration for contracts hedging purchases is 2 months. The maximum derivative contract duration for contracts hedging sales is 17 months. Contracts with settlement dates beyond one year are not material.
The Company did not have any derivative financial instruments for the three months or nine months ended December 31, 2019.
NOTE I — FAIR VALUE MEASUREMENTS
Accounting standards provide a comprehensive framework for measuring fair value and sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. Levels within the hierarchy are defined as follows:
●
Level 1 – Quoted prices for identical assets and liabilities in active markets.
●
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the assets and liabilities, either directly or indirectly.
●
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.
10
Recurring Fair Value Measurements
At December 31, 2020 , our financial assets measured at fair value on a recurring basis were as follows:
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
Commodity futures – financial assets
$
1,440,120
$
—
$
—
$
1,440,120
Total
$
1,440,120
$
—
$
—
$
1,440,120
At March 31, 2020 , the Company did not have any financial instruments that required fair value measurement on a recurring basis.
Non-Recurring Fair Value Measurements
At March 31, 2020 , our assets measured at fair value on a non-recurring basis were categorized as follows:
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Total
Long-lived assets held and used (1)
$
—
$
—
$
1,771,450
$
1,771,450
Total
$
—
$
—
$
1,771,450
$
1,771,450
(1)
At March 31, 2020 , the Company performed an impairment review of the tubular segment’s pipe finishing facility that resulted in the assets being written down to their estimated fair value of $1,771,450.
At December 31, 2020 , the Company did not have any fair value measurements on a non-recurring basis.
NOTE J — SEGMENT INFORMATION (in thousands)
Three Months Ended December 31,
Nine Months Ended December 31,
2020
2019
2020
2019
Net sales
Coil
$
21,672
$
21,001
$
55,561
$
77,604
Tubular
6,830
7,150
21,327
31,518
Total net sales
$
28,502
$
28,151
$
76,888
$
109,122
Operating profit (loss)
Coil
$
3,238
$
(93
)
$
3,529
$
575
Tubular
269
(468
)
(16
)
(1,670
)
Total operating profit (loss)
3,507
(561
)
3,513
(1,095
)
Corporate expenses
736
587
2,188
1,826
Interest expenses
6
2
18
2
Interest and other income
(4
)
(4
)
(13
)
(15
)
Total earnings (loss) before taxes
$
2,769
$
(1,146
)
$
1,320
$
(2,908
)
December 31, 2020
March 31, 2020
Segment assets
Coil
$
43,880
$
35,895
Tubular
17,563
23,659
61,443
59,554
Corporate assets
17,926
17,790
$
79,369
$
77,344
11
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, retirement plan contribution expense, corporate insurance expenses, restricted stock plan compensation expense and office supplies. Corporate assets consist primarily of cash and the cash value of officers’ life insurance.
NOTE K — REVENUE
Revenue is generated primarily from contracts to manufacture or process steel products. Most of the Company’s revenue is generated by sales of material out of the Company’s inventory, but a portion of the Company’s revenue is derived from processing of customer owned material. Generally, the Company’s performance obligations are satisfied, control of our products is transferred, and revenue is recognized at a single point in time, when title transfers to our customer for product shipped or when services are provided. Revenues are recorded net of any sales incentives. Shipping and other transportation costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. Costs related to obtaining sales contracts are incidental and expensed when incurred. Because customers are invoiced at the time title transfers and the Company’s rights to consideration are unconditional at that time, the Company does not maintain contract asset balances. Additionally, the Company does not maintain contract liability balances, as performance obligations are satisfied prior to customer payment for product. The Company offers industry standard payment terms.
The Company has two reportable segments: Coil and Tubular. Coil primarily generates revenue from temper passing and cutting to length hot-rolled steel coils. Coil segment revenue consists of three main product types: Prime Coil, Non-Standard Coil and Customer Owned Coil. Tubular primarily generates revenue from the manufacture, distribution and processing of steel pipe. Tubular segment revenue consists of three main product or service types: Manufactured Pipe, Mill Reject Pipe and Pipe Finishing Services. The Company did not generate any revenue from pipe finishing services during any of the three month or nine month periods ended December 31, 2020 or December 31, 2019 . The pipe finishing facility is currently idled due to market conditions. The following table disaggregates our revenue by product for each of our reportable business segments for the three and nine months ended December 31, 2020 and 2019 , respectively:
Three Months Ended December 31,
Nine Months Ended December 31,
2020
2019
2020
2019
Coil Segment:
Prime Coil
19,541,188
18,662,211
49,897,886
67,827,299
Non-standard Coil
1,886,099
2,153,277
5,028,237
9,197,245
Customer Owned Coil
244,860
185,870
634,894
578,891
21,672,147
21,001,358
55,561,017
77,603,435
Tubular Segment:
Manufactured Pipe
5,082,314
5,748,647
17,540,498
26,225,323
Mill Reject Pipe
1,747,588
1,400,812
3,786,814
5,292,959
6,829,902
7,149,459
21,327,312
31,518,282
NOTE L — STOCKHOLDERS’ EQUITY
The following tables reflect the changes in stockholders’ equity for each of the quarters during the nine month periods ended December 31, 2020 and December 31, 2019 :
Accumulated
Other
Comprehensive
Additional
Common
Income,
Paid-In
Treasury
Retained
Stock
Net of Tax
Capital
Stock
Earnings
BALANCE AT MARCH 31, 2020
$
8,295,160
—
$
29,565,416
$
(5,525,964
)
$
34,530,755
Net loss
—
—
—
—
(858,862
)
Issuance of restricted stock
11,000
—
—
—
—
Paid in capital – restricted stock awards
—
—
99,814
—
—
Cash dividends ($0.02 per share)
—
—
—
—
(143,229
)
BALANCE AT JUNE 30, 2020
$
8,306,160
$
—
$
29,665,230
$
(5,525,964
)
$
33,528,664
Net loss
—
—
—
—
(250,005
)
Paid in capital – restricted stock awards
—
—
110,813
—
—
Repurchase of shares
—
—
—
(410,221
)
—
Cash dividends ($0.02 per share)
—
—
—
—
(143,181
)
BALANCE AT SEPTEMBER 30, 2020
$
8,306,160
$
—
$
29,776,043
$
(5,936,185
)
$
33,135,478
Net earnings
—
—
—
—
2,129,745
Other comprehensive income
—
2,657,923
—
—
—
Issuance of restricted stock
28,625
—
—
50,000
—
Paid in capital – restricted stock awards
—
—
76,111
—
—
Repurchase of shares
—
—
—
(733,135
)
—
Cash dividends ($0.02 per share)
—
—
—
—
(137,867
)
BALANCE AT DECEMBER 31, 2020
$
8,334,785
$
2,657,923
$
29,852,154
$
(6,619,320
)
$
35,127,356
12
Accumulated
Other
Additional
Common
Comprehensive
Paid-In
Treasury
Retained
Stock
Income
Capital
Stock
Earnings
BALANCE AT MARCH 31, 2019
$
8,205,160
—
$
29,322,472
$
(5,525,964
)
$
40,479,909
Net earnings
—
—
—
—
194,772
Issuance of restricted stock
20,000
—
—
—
—
Paid in capital – restricted stock awards
—
—
63,236
—
—
Cash dividends ($0.04 per share)
—
—
—
—
(279,978
)
BALANCE AT JUNE 30, 2019
$
8,225,160
$
—
$
29,385,708
$
(5,525,964
)
$
40,394,703
Net loss
—
—
—
—
(1,544,137
)
Paid in capital – restricted stock awards
—
—
83,236
—
—
Cash dividends ($0.02 per share)
—
—
—
—
(139,990
)
BALANCE AT SEPTEMBER 30, 2019
$
8,225,160
$
—
$
29,468,944
$
(5,525,964
)
$
38,710,576
Net loss
—
—
—
—
(881,003)
Paid in capital – restricted stock awards
—
—
83,236
—
—
Cash dividends ($0.02 per share)
—
—
—
—
(139,993)
BALANCE AT DECEMBER 31, 2019
$
8,225,160
$
—
$
29,552,180
$
(5,525,964
)
$
37,689,580
On June 25, 2020, the Board of Directors of the Company authorized a share repurchase program under which the Company may repurchase up to 1,062,067 shares of the Company’s outstanding common stock through June 30, 2023, which equates to 15% of the Company’s outstanding shares of common stock as of June 25, 2020. Repurchases under the program may be made from time to time at the Company’s discretion and may be made in open market transactions, through block trades, in privately negotiated transactions and pursuant to any trading plan that may be adopted by the Company’s management in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or otherwise. The timing and actual number of shares repurchased pursuant to the program will depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares and may be modified, suspended or discontinued at any time. The Company has repurchased 180,200 shares at a cost of $1,143,356 under the program as of December 31, 2020 .
NOTE M — OTHER COMPREHENSIVE INCOME
The following table summarizes the tax effects on each component of OCI for the periods presented:
Three Months Ended December 31, 2020
Before-Tax
Tax
Net-of-Tax
Cash flow hedges
$
3,364,460
$
(706,537
)
$
2,657,923
Other comprehensive income
$
3,364,460
$
(706,537
)
$
2,657,923
Nine Months Ended December 31, 2020
Before-Tax
Tax
Net-of-Tax
Cash flow hedges
$
3,364,460
$
(706,537
)
$
2,657,923
Other comprehensive income
$
3,364,460
$
(706,537
)
$
2,657,923
For the three month and nine month periods ended December 31, 2019, the Company did not have transactions to report in comprehensive income.
NOTE N — SUPPLEMENTAL CASH FLOW INFORMATION
The Company paid interest of approximately $6,000 during the nine months ended December 31, 2020 and $2,500 during the nine months ended December 31, 2019 . The Company paid income taxes of approximately $10,000 and $259,000 during the nine months ended December 31, 2020 and nine months ended December 31, 2019 , respectively. In the nine months ended December 31, 2019 , there were noncash transactions totaling approximately $121,000 for the transfer of ownership of life insurance policies from the Company to officers upon their retirement.
NOTE O — INCOME TAXES
For the nine months ended December 31, 2020 , the Company recorded an income tax provision of $298,668, or 22.6% of earnings before income taxes, compared to a tax benefit of $678,043, or 23.3% of loss before income taxes for the nine months ended December 31, 2019 . For both nine month periods, the effective tax rate differed from the federal statutory rate due primarily to the inclusion of state tax expenses or benefits in the provision.
NOTE P – RELATED PARTY TRANSACTIONS
The Company has engaged Metal Edge Partners, LLC (“Metal Edge”) to provide services that include strategic advisory services, risk management services, procurement advisory services, steel market analytics and macro-economic analytics. Tim Stevenson serves as a member of our Board of Directors and serves as Chief Executive Officer of Metal Edge. In the nine months ended December 31, 2020 , we paid Metal Edge $136,000 related to these services. Our agreement with Metal Edge may be terminated by either party, without cause, upon ninety days prior written notice. There were no related party transactions to disclose for the nine months ended December 31, 2019.
13
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.