What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-10 compared with 2025-08-07 · 260 added, 101 removed, 385 unchanged (48% of the section changed)

3 unchanged sentences

(In thousands, except for share data)

JUNE 30, 2025

SEPTEMBER 30, 2025

MARCH 31, 2025

1 unchanged sentence

$ 4,586 $ 3,686

Accounts receivable, net of allowances for credit losses and cash discounts of $ 124 and $ 147 at June 30, and March 31, 2025, respectively

Accounts receivable, net of allowances for credit losses and cash discounts of $ 150 and $ 147 at September 30, and March 31, 2025, respectively

62,257 47,476

15 unchanged sentences

Operating lease right-of-use asset

Other assets 1,151 1,263

$ 311,289 $ 226,822

5 unchanged sentences

Dividends payable

Employee compensation and related expenses

Accrued employee compensation and related expenses

Current portion of derivative liability

4 unchanged sentences

NON-CURRENT LEASE LIABILITIES

SELLER NOTE PAYABLE, NET

CONTINGENT CONSIDERATION LIABILITY

ASSET BASED LENDING FACILITY

2 unchanged sentences

172,016 94,397

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES (SEE NOTE 2)

STOCKHOLDERS’ EQUITY:

1 unchanged sentence

Authorized shares — 10,000,000 ;

Issued shares — 8,966,763 and 8,877,229 shares at June 30, and March 31, 2025

Issued shares — 8,966,763 and 8,877,229 shares at September 30, and March 31, 2025

Additional paid-in capital

35,463 35,394

Treasury stock at cost ( 1,907,323 shares and 1,906,693 shares at June 30, and March 31, 2025, respectively)

Treasury stock at cost (shares 1,907,323 and 1,906,693 shares at September 30, and March 31, 2025, respectively)

( 13,110 ) ( 13,100 )

10 unchanged sentences

THREE MONTHS ENDED

SIX MONTHS ENDED

SEPTEMBER 30,

$ 152,383 $ 106,759 $ 287,160 $ 221,310

3 unchanged sentences

Processing and warehousing expense

9,064 7,861 18,392 16,558

Delivery expense

7,134 5,381 13,534 11,432

Selling, general and administrative

6,287 3,935 11,742 8,446

Depreciation and amortization

937 823 1,784 1,618

Loss on disposal of property, plant and equipment — 222 — 222

EARNINGS (LOSS) FROM OPERATIONS

1 unchanged sentence

Gain on economic hedges of risk

851 194 1,127 5,569

Interest expense

( 754 ) ( 869 ) ( 1,432 ) ( 1,550 )

EARNINGS BEFORE INCOME TAXES

Other income (expense)

EARNINGS (LOSS) BEFORE INCOME TAXES

2,977 ( 902 ) 9,622 2,397

Provision for (benefit from) income taxes:

1 unchanged sentence

( 7 ) ( 8 ) ( 33 ) ( 18 )

Net earnings per share:

737 ( 227 ) 2,354 505

NET EARNINGS (LOSS)

$ 2,240 $ ( 675 ) $ 7,268 $ 1,892

Net earnings (loss) per share:

$ 0.32 $ ( 0.10 ) $ 1.03 $ 0.27

Cash dividends declared per common share

4 unchanged sentences

(In thousands)

THREE MONTHS ENDED JUNE 30,

SIX MONTHS ENDED SEPTEMBER 30,

OPERATING ACTIVITIES

$ 7,268 $ 1,892

Adjustments to reconcile net earnings to cash provided by (used in) operating activities:

Adjustments to reconcile net earnings to cash provided by operating activities:

Depreciation and amortization

3 unchanged sentences

Change in postretirement benefits

Loss (gain) recognized on open derivatives not designated for hedge accounting

Gain recognized on open derivatives not designated for hedge accounting

( 500 ) ( 1,629 )

Right-of-use asset

Decrease (increase) in operating assets:

Loss on disposal of property, plant and equipment

Amortization of right-of-use asset

Decrease (increase) in operating assets, net of amounts acquired in business combination:

Accounts receivable

2 unchanged sentences

Other current assets

Increase (decrease) in operating liabilities:

Increase (decrease) in operating liabilities, net of amounts assumed in business combination:

Accounts payable and accrued expenses

1 unchanged sentence

Income taxes payable

Employee compensation and related expenses

( 504 ) ( 2,018 )

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

Employee compensation and related expenses

1,159 ( 4,740 )

NET CASH PROVIDED BY OPERATING ACTIVITIES

INVESTING ACTIVITIES

Cash paid for Century business combination

Purchase of property, plant and equipment

( 4,238 ) ( 1,900 )

Deposit on steel processing equipment

Increase in cash surrender value of officers’ life insurance

2 unchanged sentences

FINANCING ACTIVITIES

Debt issuance cost

Cash dividends paid

9 unchanged sentences

34,844 ( 5,181 )

DECREASE IN CASH AND RESTRICTED CASH

INCREASE (DECREASE) IN CASH AND RESTRICTED CASH

928 ( 3,359 )

2 unchanged sentences

$ 5,076 $ 2,538

Cash and restricted cash at June 30, 2025 and March 31, 2025 included approximately $0.8 million and $0.5 million, respectively, of cash required to collateralize open derivative positions.

These amounts are reported in "Other current assets" on the Company's consolidated balance sheets at June 30, 2025 and March 31, 2025.

The Company did not have any restricted cash as of June 30, 2024.

Cash and restricted cash at both September 30, 2025 and March 31, 2025 included approximately $0.5 million of cash required to collateralize open derivative positions.

These amounts are reported in "Other current assets" on the Company's consolidated balance sheets at September 30, 2025 and March 31, 2025.

The Company had approximately $0.1 million in restricted cash as of September 30, 2024.

The accompanying notes are an integral part of these financial statements.

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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, 2025 .

NOTE 2 — BUSINESS COMBINATIONS

On August 29, 2025, ( the “Acquisition Date”), the Company acquired certain assets and liabilities of Century Metals & Supplies Inc.

(“Century”) based in Miami, Florida.

The Company acquired the working capital, buildings, processing and other equipment, and the related real estate of Century (the “Transaction”).

In addition to the owned facilities in Miami, the Transaction also includes leased distribution and warehouse facilities in Orlando, Florida and Tampa, Florida.

The operations will continue as Century Metals and Supplies LLC, a wholly owned subsidiary of the Company.

Century is a metals processing company with cut-to-length and coil slitting capabilities which will operate as part of the Company's flat-roll business segment.

As a result of the Transaction, the Company expanded its presence in the southeastern U.S.

and Latin American markets and broadened the Company's product offerings to include cold-rolled, coated, and stainless steels, as well as non-ferrous materials such as aluminum, copper, and brass.

The Transaction resulted in the Company acquiring all the ownership interests in the assets noted above, for a total consideration of approximately $ 52.7 million, subject to final net working capital adjustments.

The total consideration consists of (i) approximately $ 45.6 million of cash at close, (ii) a five -year seller's note with a fair value of approximately $ 3.5 million and (iii) contingent consideration possible through earn-out provisions with a fair value of approximately $ 3.6 million.

The contingent consideration allows for up to $ 10 million in additional consideration over a four -year period based on certain performance metrics and is not contingent on the sellers employment with Century at the time of the payout and, as such, the fair value of such contingent consideration was recognized as consideration transferred.

The seller’s note was fair valued using a discounted cash flow analysis of the expected future payments, for which the significant inputs included the rate of return based on a reference rate plus a spread and the expected cash flows associated with the seller’s note over the remaining time to maturity.

The contingent consideration was fair valued using a Monte Carlo simulation of the potential cash payments to the sellers utilizing an estimate of the average future EBITDA, which was discounted to present value.

The significant inputs to the Monte Carlo simulation included projected future EBITDA, a discount rate, EBITDA targets, maximum payout and EBITDA volatility.

Such contingent consideration is required to be measured at fair value at inception and at each reporting period, however management determined that there was no change in the fair value of the contingent consideration as of September 30, 2025.

As of September 30, 2025, the value of the contingent consideration was $ 3.5 million and is included within contingent consideration liability on the consolidated balance sheet.

The Transaction was accounted for using the acquisition method of accounting, in accordance with Topic 805, Business Combinations , whereby the consideration transferred and the acquired identifiable assets and liabilities assumed are recorded at their respective fair values.

The excess of the consideration transferred over the fair values of these identifiable net assets is recorded as goodwill.

The Transaction resulted in no residual goodwill.

The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the Acquisition Date to estimate the fair value of assets acquired and liabilities assumed.

Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant.

The Company expects to finalize its fair value estimates as soon as practicable but no later than one year from the Acquisition Date.

Fair value of assets acquired and liabilities assumed (in thousands)

Accounts receivable

Property, plant and equipment

Operating lease right-of-use asset

Accounts payable

Operating lease liability

The following unaudited pro forma consolidated operating results give effect to the Transaction as if it had been completed as of July 1, 2025 ( in thousands).

These pro forma amounts are not necessarily indicative of the operating results that would have occurred if the Transaction had occurred on such date.

The pro forma adjustments are based on certain assumptions that we believe are reasonable.

Three Months Ended September 30, Six Months Ended September 30,

2025 2024 2025

$ 173,477 $ 130,910 $ 333,247 270,783

Earnings from operations

$ 3,847 $ 900 $

The Company recorded acquisition specific costs of approximately $ 0.9 million and $ 1.1 million in the three and six month periods ended September 30, 2025 as a component of "Selling, general and administrative" expenses on the Condensed Consolidated Statement of Operation.

NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2024 - 03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses (“ASU 2024 - 03” ).

ASU 2024 - 03 will require more detailed information about the types of expenses in commonly presented income statement captions such as “Cost of sales” and “Selling, general and administrative expenses”.

The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early adoption permitted.

The Company is evaluating the impact that adoption of the provisions of ASU 2024 - 03 will have on its consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update No.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No.

2023 - 09, Improvements to Income Tax Disclosures ("ASU 2023 - 09" ).

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The Company is evaluating the impact that adoption of the provisions of ASU 2023 - 09 will have on its consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update No.

2024 - 03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses (“ASU 2024 - 03” ).

The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027 with early adoption permitted.

The Company is evaluating the impact that adoption of the provisions of ASU 2024 - 03 will have on its consolidated financial statements.

NOTE 4 — INVENTORIES

1 unchanged sentence

the flat-roll segment and the tubular segment.

Both flat-roll segment and tubular segment inventories consist of raw material and finished goods.

Cost for substantially all of the Company's inventory is determined using the average cost method.

Both the flat-roll segment and tubular segment inventories consist of raw material and finished goods.

Cost for all of the Company's flat-roll segment inventory, except for inventory of the Century Metals & Supplies subsidiary, is determined using the average cost method.

The cost of Century Metals & Supplies is determined using the specific identification method.

Cost for all of the Company's tubular segment inventory is determined using the weighted average cost method.

All inventories are valued at the lower of cost or net realizable value.

Flat-roll raw material inventory consists of steel coils the Company will process into sheet and plate.

Flat-roll finished goods consists of processed sheet and plate inventory.

Flat-roll raw material inventory consists primarily of carbon steel, stainless steel and aluminum flat-roll products the Company will process into sheet, plate or slit coil.

Flat-roll finished goods consists of processed sheet, plate or slit coil inventory.

Tubular raw material inventory consists of hot-rolled steel coils that the Company will manufacture into pipe.

2 unchanged sentences

A summary of inventory values by product group follows (in thousands):

June 30, 2025

September 30, 2025

March 31, 2025

7 unchanged sentences

NOTE 5 — DEBT

The Company has a $ 150 million asset-based lending facility ("ABL Facility") in place with JPMorgan Chase Bank, N.A.

as the arranging agent and BMO Harris Bank, N.A.

as a one - third syndicated participant.

On May 6, 2025, the Company executed the fourth amendment to the credit agreement which extended the maturity date of the ABL Facility to August 19, 2026.

The ABL Facility is secured by substantially all of the assets of the Company.

On August 29, 2025, the Company renewed its asset-based lending facility ("ABL Facility") led by JPMorgan Chase Bank, N.A by executing the fifth amendment to the credit agreement.

Wells Fargo Bank, N.A.

became the only syndicated participant of the ABL facility with a 40% holding.

The $ 125 million ABL Facility matures on August 29, 2030 and is secured by substantially all of the assets of the Company.

The Company can elect borrowings on a floating rate basis or a term basis.

7 unchanged sentences

If certain conditions precedent are satisfied, the ABL facility may be increased up to an aggregate of $ 75 million, in minimum increments of $ 5 million.

At June 30, 2025 , the Company had a balance of approximately $ 33.0 million under the ABL Facility with an applicable interest rate of 6.2 %.

At June 30, 2025 , the Company's applicable borrowing base calculation supported access to approximately $ 103.7 million of the ABL Facility.

The Company incurred debt issuance costs of approximately $ 0.4 million in connection with the ABL Facility with these costs being amortized on an equal monthly basis over the term of the ABL facility.

At September 30, 2025 , the Company had a balance of approximately $ 83.5 million under the ABL Facility with an applicable interest rate of 5.8 %.

At September 30, 2025 , the Company's borrowing base supported full access to the ABL Facility.

The Company incurred debt issuance costs of approximately $ 0.4 million related to the renewal of the ABL Facility with these costs recorded as a non-current other asset which will be amortized on an equal monthly basis over the term of the ABL facility.

The Company issued a seller's note of $ 3.5 million related to the acquisition of Century Metals & Supplies described in Note 2.

The promissory note has a maturity date of August 29, 2030 and accrues interest at a rate of 6.5 % per annum, payable quarterly in arrears on the last date of each quarter, commencing September 30, 2025.

NOTE 6 — LEASES

The Company has an operating lease for the Granite City, IL facility with an expiration date of August 31, 2028 and optional renewal provisions for up to 4 renewal terms of five years each.

The lease calls for monthly rental payments that adjust on an annual basis.

The monthly rental payment in place at June 30, 2025 and remaining in place until adjustment in September 2025 is approximately $ 13,000 per month.

The anticipated execution of renewal options for this lease is included in the right-of-use ("ROU") asset and lease liability calculation.

The Company has an operating lease for administrative office space in The Woodlands, TX with an expiration date of February 28, 2029 and a renewal option for one additional 60 month term.

The lease calls for monthly rental payments that adjust on an annual basis.

The monthly rental payment in place at June 30, 2025 and remaining in place until adjustment in March 2026 is approximately $ 12,000 per month.

The Company’s lease of its office space in Longview, Texas is the only other operating lease included in the Company's ROU assets and lease liabilities.

This lease expires on April 30, 2027 and calls for monthly rental payments of approximately $ 5,000 .

The Company’s other operating leases for items such as IT equipment and storage space are either short-term in nature or immaterial.

In August 2025, the Company was assigned operating leases for distribution and warehouse facilities in Orlando, FL and Tampa, FL and certain transportation equipment related to the acquisition of Century.

The Orlando lease expires July 31, 2029 and calls for monthly rental payments of approximately $ 25,000 .

The Tampa lease expires November 30, 2029 but contains a 6 month extension option and calls for monthly rental payments of approximately $ 21,000 .

The Company recognized initial right-of-use ("ROU") assets and lease liabilities of approximately $ 2.4 million during the September 30, 2025 quarter related to the assumed Century leases.

The Company's other ROU assets and lease liabilities consist primarily of operating leases for the Granite City, IL operating facility and administrative office spaces in The Woodlands, TX and Longview, TX.

The Company’s other operating leases for items such as operations equipment, IT equipment and storage space are either short-term in nature or immaterial.

The Company does not have any finance leases in place.

The components of expense related to leases for the three months ended June 30, 2025 and 2024 are as follows (in thousands):

The Company determines if an arrangement contains a lease at inception based on if the arrangement conveys the right to control the use of an identified asset for a period of time in exchange for consideration and allows the Company to obtain substantially all of the economic benefit from the use of the identified asset.

Certain lease agreements contain rent escalation clauses and one or more options to extend the lease.

The Company considers these provisions when calculating operating lease obligations.

The Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments.

The components of expense related to leases for the three and six months ended September 30, 2025 and 2024 are as follows (in thousands):

Three Months Ended

Six Months Ended

September 30,

Operating lease expense

The following table illustrates the balance sheet classification for ROU assets and lease liabilities as of June 30, 2025 and March 31, 2025 (in thousands):

June 30, 2025

$ 168 $ 108 $ 276 $ 168

The following table illustrates the balance sheet classification for ROU assets and lease liabilities as of September 30, 2025 and March 31, 2025 (in thousands):

September 30, 2025

March 31, 2025

10 unchanged sentences

$ 5,216 $ 2,912

As of June 30, 2025 , the weighted-average remaining lease term was 19.3 years for operating leases.

As of September 30, 2025 , the weighted-average remaining lease term was 12.4 years for operating leases.

The weighted average discount rate was 7.0 % for operating leases .

Maturities of lease liabilities as of June 30, 2025 were as follows (in thousands):

Maturities of lease liabilities as of September 30, 2025 were as follows (in thousands):

Operating Leases

5 unchanged sentences

NOTE 7 — PROPERTY, PLANT AND EQUIPMENT

At June 30, 2025 , the Company's construction in process balance of approximately $ 0.7 million consisted of several smaller projects among our facilities.

At September 30, 2025 , the Company's construction in process balance of approximately $ 2.3 million consisted of approximately $ 1.9 million associated with additional processing equipment being installed in our Granite City, IL facility.

The remaining balance consists of several smaller projects among our facilities.

NOTE 8 — STOCK BASED COMPENSATION

7 unchanged sentences

Because the Company accounts for forfeitures as they occur, the non-forfeitable dividends are reclassified from retained earnings to additional stock compensation for the actual forfeitures that occurred.

The following table summarizes the activity related to restricted stock awards for the three months ended June 30, 2025 :

The following table summarizes the activity related to restricted stock awards for the six months ended September 30, 2025 :

Weighted Average

5 unchanged sentences

( 14,000 ) 4.32

Unvested at June 30, 2025

Unvested at September 30, 2025

93,560 $ 14.49

2 unchanged sentences

Compensation expense for awards with performance based restrictions is recognized once it is probable the performance conditions will be satisfied with a cumulative effect adjustment and the remaining expense recognized over the remaining service period.

The stock awards granted during the three months ended June 30, 2025 consist of 53,221 time restricted shares with annual ratable vesting over a three year period and 36,313 performance restricted shares with vesting thresholds dependent on the percentage of average earnings before tax to average accounts receivable, inventory and net PP&E over a three year period.

The Company recorded compensation expen se of approximately $ 0.1 milli on and $ 0.05 million in the three months ended June 30, 2025 and 2024 , respectively, relating to the restricted stock issued under the Plan.

As of June 30, 2025 , unrecognized compensation expense related to unvested restricted stock was approximately $ 1.3 million which is expected to be recognized over a weighted average period of approximately 2.8 years.

As of June 30, 2025 , a total of 24,438 shares were still available to be issued under the Plan.

The stock awards granted during the six months ended September 30, 2025 consist of 53,221 time restricted shares with annual ratable vesting over a three year period and 36,313 performance restricted shares with vesting thresholds dependent on the percentage of average earnings before tax to average accounts receivable, inventory and net PP&E over a three year period.

The Company recorded compensation expen se of approximately $ 0.2 million and $ 0.1 million in the six months ended September 30, 2025 and 2024 , respectively, relating to the restricted stock issued under the Plan.

As of September 30, 2025 , unrecognized compensation expense related to unvested restricted stock was approximately $ 0.7 million which is expected to be recognized over a weighted average period of approximately 2.5 years.

As of September 30, 2025 , a total of 24,438 shares were still available to be issued under the Plan.

In September 2025, the Company's shareholders approved the Friedman Industries, Incorporated 2025 Long-Term Incentive Plan (the "LTIP").

Under the LTIP, the Company may award stock-based compensation to employees, non-employee directors and third -party service providers.

The LTIP permits the award of stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards for up to 550,000 shares of the Company's common stock.

As of September 30, 2025, no stock-based compensation had been awarded under the LTIP.

NOTE 9 — DERIVATIVE FINANCIAL INSTRUMENTS

From time to time, we expect to utilize hot-rolled coil futures or options to reduce our exposure to commodity price risk that is inherent in our business.

For the three months ended June 30, 2025 and 2024 , all of the Company's hedging activities were classified as economic hedges of risk with mark-to-market ("MTM") accounting treatment.

From time to time, we expect to utilize hot-rolled coil futures, options or swaps to reduce our exposure to commodity price risk that is inherent in our business.

For the six months ended September 30, 2025 and 2024 , all of the Company's hedging activities were classified as economic hedges of risk with mark-to-market ("MTM") accounting treatment.

By using derivatives, the Company is exposed to credit and market risk.

7 unchanged sentences

These supply agreements are not subject to mark-to-market accounting due to the Company electing the normal purchase normal sale exclusion provided in ASC 815.

At June 30, 2025 and March 31, 2025 , the Company did not have any hot-rolled coil futures contracts designated as hedging instruments and classified 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 June 30, 2025 (in thousands):

At September 30, 2025 and March 31, 2025 , the Company did not have any derivatives designated as hedging instruments and classified as cash flow or fair value hedges.

Asset Derivatives

16 unchanged sentences

All derivatives are presented on a gross basis on the Consolidated Balance Sheets.

During the three months ended June 30, 2025 and 2024 , the Company entered into hot-rolled coil futures contracts that were not designated as hedging instruments for accounting purposes.

During the six months ended September 30, 2025 and 2024 , the Company entered into hot-rolled coil futures and swap contracts that were not designated as hedging instruments for accounting purposes.

Accordingly, the change in fair value related to these instruments was immediately recognized in earnings for these periods.

During the three months ended June 30, 2025 and 2024 , the Company did not designate any transactions as hedging instruments for accounting purposes.

The following table summarizes the gain recognized in earnings for derivative instruments not designated as hedging instruments during the three months ended June 30, 2025 (in thousands):

During the six months ended September 30, 2025 and 2024 , the Company did not designate any transactions as hedging instruments for accounting purposes.

The following table summarizes the gain recognized in earnings for derivative instruments not designated as hedging instruments during the three and six months ended September 30, 2025 (in thousands):

Gain Recognized in Earnings

2 unchanged sentences

Recognized in Earnings

June 30, 2025

September 30, 2025

Hot-rolled coil steel contracts

Gain on economic hedges of risk

The following table summarizes the gain recognized in earnings for derivative instruments not designated as hedging instruments during the three months ended June 30, 2024 (in thousands):

Gain Recognized in Earnings

Location of Gain

for the Six Months Ended

Recognized in Earnings

September 30, 2025

Hot-rolled coil steel contracts

Gain on economic hedges of risk

Gain Recognized in Earnings

Location of Gain

for the Three Months Ended

Recognized in Earnings

June 30, 2024

September 30, 2024

Hot-rolled coil steel contracts

Gain on economic hedges of risk

The following table summarizes the Company's economic (non-designated) derivative instruments outstanding at June 30, 2025 (in thousands):

Gain Recognized in Earnings

Location of Gain

for the Six Months Ended

Recognized in Earnings

September 30, 2024

Hot-rolled coil steel contracts

Gain on economic hedges of risk

The following table summarizes the Company's economic (non-designated) derivative instruments outstanding at September 30, 2025 (in thousands):

Notional Amount Maturity Date

Hot-rolled coil steel contracts $ ( 12,484 ) July 2025 - June 2026

Hot-rolled coil steel contracts $ ( 28,108 ) October 2025 - December 2026

The following table summarizes the Company's economic (non-designated) derivative instruments outstanding at

4 unchanged sentences

April 2025 - December 2025

At June 30, 2025 and March 31, 2025 , cash of approximately $ 0.8 million and $ 0.5 million, respectively, was held by our clearing agent to collateralize our open derivative positions.

These cash requirements are included in "Other current assets" on the Company's Consolidated Balance Sheets at June 30, 2025 and March 31, 2025 .

At both September 30, 2025 and March 31, 2025 , cash of approximately $ 0.5 million was held by our clearing agent to collateralize our open derivative positions.

These cash requirements are included in "Other current assets" on the Company's Consolidated Balance Sheets at September 30, 2025 and March 31, 2025 .

NOTE 10 — FAIR VALUE MEASUREMENTS

5 unchanged sentences

Recurring Fair Value Measurements

At June 30, 2025 , our financial assets, net, measured at fair value on a recurring basis were as follows (in thousands):

At September 30, 2025 , our financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

Quoted Prices

Commodity futures – financial assets, net

Commodity swap contracts – financial assets, net

$ — $ 920 $ — $ 920

Commodity futures – financial liabilities, net

( 72 ) - - ( 72 )

At March 31, 2025 , our financial assets, net, measured at fair value on a recurring basis were as follows (in thousands):

$ ( 72 ) $ 920 $ — $ 848

At March 31, 2025 , our financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

Quoted Prices

Commodity futures – financial assets, net

Commodity futures – financial asset, net

$ 349 $ — $ — $ 349

At June 30, 2025 and March 31, 2025 , the Company did not have any fair value measurements on a non-recurring basis.

At September 30, 2025 and March 31, 2025 , the Company did not have any fair value measurements on a non-recurring basis.

NOTE 11 — SEGMENT INFORMATION

The Company is engaged in the steel processing, pipe manufacturing and processing and steel and pipe distribution business.

The Company is engaged in the metals processing, pipe manufacturing, and metals and pipe distribution business.

Within the Company, there are two product groups:

flat-roll and tubular.

The Company’s flat-roll operations consist primarily of converting steel coils into flat sheet and plate steel cut to customer specifications.

The Company’s flat-roll operations consist primarily of converting carbon steel, stainless steel and aluminum flat-roll products into sheet, plate or slit coil.

Through its tubular operations, the Company purchases, processes, manufactures and markets tubular products.

3 unchanged sentences

The following is a summary of significant financial information relating to the product groups (in thousands):

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

$ 143,340 $ 9,043 — $ 152,383

12 unchanged sentences

— — 3,627 3,627

137,642 8,175 3,687 149,504

EARNINGS (LOSS) FROM OPERATIONS:

3 unchanged sentences

EARNINGS BEFORE INCOME TAXES

Three Months Ended June 30, 2024

Six Months Ended September 30, 2025

$ 267,407 $ 19,753 — $ 287,160

12 unchanged sentences

— — 6,671 6,671

252,922 17,556 6,760 277,238

EARNINGS (LOSS) FROM OPERATIONS:

14,485 2,197 ( 6,760 ) 9,922

Gain on economic hedges of risk

1 unchanged sentence

EARNINGS BEFORE INCOME TAXES

June 30, 2025

Three Months Ended September 30, 2024

$ 97,379 $ 9,380 — $ 106,759

Cost and expenses:

Cost of materials sold

81,398 7,363 — 88,761

Processing and warehousing expense

5,667 2,194 — 7,861

Delivery expense

5,217 164 — 5,381

Commercial expense

1,497 156 — 1,653

Depreciation and amortization

709 85 29 823

General corporate expenses

— — 2,282 2,282

Loss on disposal of property, plant and equipment

94,710 9,962 2,311 106,983

EARNINGS (LOSS) FROM OPERATIONS:

2,669 ( 582 ) ( 2,311 ) ( 224 )

Gain on economic hedges of risk

Interest expense

EARNINGS (LOSS) BEFORE INCOME TAXES

Six Months Ended September 30, 2024

$ 200,766 $ 20,544 — $ 221,310

Cost and expenses:

Cost of materials sold

167,792 16,864 — 184,656

Processing and warehousing expense

11,954 4,604 — 16,558

Delivery expense

11,095 337 — 11,432

Commercial expense

2,979 337 — 3,316

Depreciation and amortization

1,389 169 60 1,618

General corporate expenses

— — 5,130 5,130

Loss on disposal of property, plant and equipment

195,431 22,311 5,190 222,932

EARNINGS (LOSS) FROM OPERATIONS:

5,335 ( 1,767 ) ( 5,190 ) ( 1,622 )

Gain on economic hedges of risk

Interest expense

EARNINGS (LOSS) BEFORE INCOME TAXES

September 30, 2025

March 31, 2025

5 unchanged sentences

$ 311,289 $ 226,822

General corporate expenses reflect general and administrative expenses not directly associated with segment operations and consist primarily of corporate and accounting salaries, professional fees and services, retirement plan contribution expense, corporate insurance expenses, restricted stock plan compensation expense and office supplies.

At June 30, 2025 and March 31, 2025 , corporate assets consist primarily of cash, restricted cash, leased administrative office right-of-use assets, unamortized debt issuance costs and the cash value of officers’ life insurance.

General corporate expenses reflect general and administrative expenses not directly associated with segment operations and consist primarily of payroll expenses related to corporate functions, professional fees and services, retirement plan contribution expense, corporate insurance expenses, restricted stock plan compensation expense and office supplies.

At September 30, 2025 and March 31, 2025 , corporate assets consist primarily of cash, restricted cash, leased administrative office right-of-use assets, unamortized debt issuance costs and the cash value of officers’ life insurance.

Although inventory is transferred at cost between product groups, there are no sales between product groups.

NOTE 12 — REVENUE

Revenue is generated primarily from contracts to manufacture or process steel products.

Revenue is generated primarily from contracts to manufacture or process metal 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 or storage of customer owned material.

8 unchanged sentences

Flat-Roll and Tubular.

Flat-roll primarily generates revenue from cutting to length hot-rolled steel coils.

Flat-roll primarily generates revenue from cutting to length or slitting flat-roll metals.

Flat-roll segment revenue consists of two product types:

2 unchanged sentences

Manufactured Pipe.

The following table disaggregates our revenue by product for each of our reportable business segments for the three months ended June 30, 2025 and 2024 , respectively (in thousands):

The following table disaggregates our revenue by product for each of our reportable business segments for the three and six months ended September 30, 2025 and 2024 , respectively (in thousands):

Three Months Ended

Six Months Ended

September 30,

Flat-Roll Segment:

3 unchanged sentences

1,646 1,147 2,867 2,700

$ 143,340 $ 97,379 $ 267,407 $ 200,766

Tubular Segment:

3 unchanged sentences

NOTE 13 — STOCKHOLDERS’ EQUITY

The following tables reflect the changes in stockholders’ equity for each of the three months ended June 30, 2025 and June 30, 2024 (in thousands):

The following tables reflect the changes in stockholders’ equity for each of the six months ended September 30, 2025 and September 30, 2024 (in thousands):

BALANCE AT MARCH 31, 2025

11 unchanged sentences

$ 8,967 $ 35,427 $ ( 13,110 ) $ 105,996 $ 137,280

— — — 2,240 2,240

Paid in capital – restricted stock units

Cash dividends ($ 0.04 per share)

— — — ( 283 ) ( 283 )

BALANCE AT SEPTEMBER 30, 2025

$ 8,967 $ 35,463 $ ( 13,110 ) $ 107,953 $ 139,273

BALANCE AT MARCH 31, 2024

8 unchanged sentences

$ 8,873 $ 35,294 $ ( 13,052 ) $ 98,572 $ 129,687

— — — ( 675 ) ( 675 )

Paid in capital – restricted stock units

Repurchase of shares

— — ( 11 ) — ( 11 )

Cash dividends ($ 0.04 per share)

— — — ( 279 ) ( 279 )

BALANCE AT SEPTEMBER 30, 2024

$ 8,873 $ 35,336 $ ( 13,063 ) $ 97,618 $ 128,764

NOTE 14 — EARNINGS PER SHARE

1 unchanged sentence

Three Months Ended

Six Months Ended

September 30,

Numerator (basic and diluted)

Net earnings (loss)

$ 2,240 $ ( 675 ) $ 7,268 $ 1,892

Allocation to unvested restricted stock awards

Net earnings attributable to common shareholders

Allocation to unvested restricted stock units

Net earnings (loss) attributable to common shareholders

$ 2,210 $ ( 676 ) $ 7,171 $ 1,884

2 unchanged sentences

6,965,880 6,939,416 6,965,880 6,939,312

For the three months ended June 30, 2025 and 2024 , the Company allocated dividends and undistributed earnings to the unvested restricted stock awards.

For the six months ended September 30, 2025 and 2024 , the Company allocated dividends and undistributed earnings to the unvested restricted stock awards.

As the restricted stock qualifies as participating securities, the following restricted stock awards were not accounted in the computation of weighted average diluted common shares outstanding under the two -class method:

Three Months Ended

Restricted Stock Awards

Six Months Ended

September 30,

Restricted Stock Units

55,755 24,049 73,373 22,997

NOTE 15 — SUPPLEMENTAL CASH FLOW INFORMATION

The Company paid interest o f approximately $ 0.7 million during both the three months ended June 30, 2025 and 2024 .

Additionally, the Company paid income taxes of approximately $ 0.1 million during both the three months ended June 30, 2025 and 2024 .

During the six months ended September 30, 2025, the Company had non-cash investing and financing activities associated with the Century Metals & Supplies acquisition of approximately $ 3.5 million related to a seller's note and approximately $ 3.6 million related to contingent consideration.

The Company paid interest o f approximately $ 1.3 million and $ 1.6 million during the six months ended September 30, 2025 and 2024 , respectively.

Additionally, the Company paid income taxes of approximately $ 3.0 million and $ 2.9 million during the six months ended September 30, 2025 and 2024 , respectively.

NOTE 16 — INCOME TAXES

For the three months ended June 30, 2025 and 2024 , the Company recorded income tax provisio ns of approximately $ 1.6 million and $ 0.7 million, respectively.

For both quarters, the effective tax rate differed from the federal statutory rate due primarily to the inclusion of state tax expenses in the provision with this impact partially reduced by the tax effect of restricted stock vesting during the quarters .

For the six months ended September 30, 2025 and 2024 , the Company recorded income tax provisio ns of approximately $ 2.4 million and $ 0.5 million, respectively.

For the 2025 period , the effective tax rate differed from the federal statutory rate due primarily to the inclusion of state tax expenses in the provision.

For the 2024 period , the effective tax rate differed from the federal statutory rate due primarily to the inclusion of state tax expenses in the provision with this impact partially reduced by the tax effect of restricted stock vesting during the periods.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements