What changed in this filing

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Item 1. Financial Statements

2026-02-09 compared with 2025-11-10 · 121 added, 113 removed, 532 unchanged (31% of the section changed)

3 unchanged sentences

(In thousands, except for share data)

SEPTEMBER 30, 2025

DECEMBER 31, 2025

MARCH 31, 2025

1 unchanged sentence

$ 3,005 $ 3,686

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

Accounts receivable, net of allowances for credit losses of $ 147 at December 31, and March 31, 2025

55,802 47,476

22 unchanged sentences

Dividends payable

Accrued employee compensation and related expenses

Employee compensation and related expenses

Current portion of contingent consideration 252

Current portion of derivative liability

5 unchanged sentences

SELLER NOTE PAYABLE, NET

CONTINGENT CONSIDERATION LIABILITY

NON-CURRENT CONTINGENT CONSIDERATION LIABILITY

ASSET BASED LENDING FACILITY

6 unchanged sentences

Authorized shares — 10,000,000 ;

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

Issued shares — 9,019,505 and 8,877,229 shares at December 31, and March 31, 2025

Additional paid-in capital

35,592 35,394

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

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

( 13,110 ) ( 13,100 )

10 unchanged sentences

THREE MONTHS ENDED

SIX MONTHS ENDED

SEPTEMBER 30,

NINE MONTHS ENDED

$ 167,974 $ 94,074 $ 455,134 $ 315,384

10 unchanged sentences

1,007 827 2,791 2,445

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

164,075 95,636 441,313 318,346

Gain on disposal of property, plant and equipment — 375 — 153

EARNINGS (LOSS) FROM OPERATIONS

4 unchanged sentences

( 1,278 ) ( 632 ) ( 2,710 ) ( 2,182 )

Other income (expense)

EARNINGS (LOSS) BEFORE INCOME TAXES

15 unchanged sentences

(In thousands)

SIX MONTHS ENDED SEPTEMBER 30,

NINE MONTHS ENDED DECEMBER 31,

OPERATING ACTIVITIES

8 unchanged sentences

( 1,227 ) ( 1,640 )

Loss on disposal of property, plant and equipment

Gain on disposal of property, plant and equipment

Amortization of right-of-use asset

2 unchanged sentences

( 20,861 ) 410

( 13,254 ) 10,753

Other current assets

11 unchanged sentences

( 5,839 ) ( 3,045 )

Proceeds from sale of assets

Deposit on steel processing equipment

15 unchanged sentences

39,626 ( 8,845 )

INCREASE (DECREASE) IN CASH AND RESTRICTED CASH

DECREASE IN CASH AND RESTRICTED CASH

( 641 ) ( 4,672 )

2 unchanged sentences

$ 3,507 $ 1,225

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.

Cash and restricted cash at both December 31, 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 December 31, 2025 and March 31, 2025.

The Company had approximately $0.1 million in restricted cash as of December 31, 2024.

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

21 unchanged sentences

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.

Such contingent consideration is required to be measured at fair value at inception and at each reporting period.

The Company performed a fair value analysis at December 31, 2025 and concluded the fair value was unchanged from the preceding reporting period.

There were no changes to the valuation methodology during the interim period.

As of December 31, 2025, the value of the contingent consideration was approximately $ 3.6 million and is included within current and long-term contingent consideration liabilities 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.

4 unchanged sentences

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)

Fair value of assets acquired and liabilities assumed

Accounts receivable

3 unchanged sentences

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).

The following unaudited pro forma consolidated operating results give effect to the Transaction as if it had been completed as of April 1, 2024 ( 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

Three Months Ended December 31,

Nine Months Ended December 31,

$ 167,974 $ 116,172 $ 501,221 $ 386,955

Earnings from operations

Earnings (loss) from operations

$ 3,899 $ ( 402 ) $ 15,734 $ 569

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.

The Company recorded acquisition specific costs of approximately $ 0.2 million and $ 1.3 million in the three and nine month periods ended December 31, 2025 as a component of "Selling, general and administrative" expenses on the Condensed Consolidated Statement of Operation.

NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS

17 unchanged sentences

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.

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

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

7 unchanged sentences

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

September 30, 2025

December 31, 2025

March 31, 2025

7 unchanged sentences

NOTE 5 — DEBT

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.

On December 9, 2025, the Company executed the sixth amendment to its asset-based lending facility ("ABL Facility") increasing the facility size from $ 125 million to $ 140 million.

The ABL Facility is led by JPMorgan Chase Bank, N.A with Wells Fargo Bank, N.A.

as a 40% syndicated participant.

The 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 $ 60 million, in minimum increments of $ 5 million.

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.

At December 31, 2025 , the Company had a balance of approximately $ 88.6 million under the ABL Facility with an applicable interest rate of 5.3 %.

At December 31, 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 during the nine months ended December 31, 2025 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 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.

3 unchanged sentences

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 recognized initial right-of-use ("ROU") assets and lease liabilities of approximately $ 2.4 million 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.

5 unchanged sentences

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):

The components of expense related to leases for the three and nine months ended December 31, 2025 and 2024 are as follows (in thousands):

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

Operating lease expense

1 unchanged sentence

$ 287 $ 108 $ 563 $ 276

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

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

December 31, 2025

March 31, 2025

10 unchanged sentences

$ 5,036 $ 2,912

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

As of December 31, 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 September 30, 2025 were as follows (in thousands):

Maturities of lease liabilities as of December 31, 2025 were as follows (in thousands):

Operating Leases

5 unchanged sentences

NOTE 7 — PROPERTY, PLANT AND EQUIPMENT

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.

At December 31, 2025 , the Company's construction in process balance of approximately $ 3.0 million consisted of approximately $ 2.5 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

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, directors or consultants to whom awards will be granted and shall determine the amount and applicable restrictions of each award.

The Company maintains two stock based compensation plans:

the Friedman Industries, Incorporated 2016 Restricted Stock Plan (the “2016 Plan”) and the Friedman Industries, Incorporated 2025 Long-Term Incentive Plan (the "2025 Plan").

The plans are administered by the Compensation Committee of the Board of Directors (the “Board”) and continue indefinitely until terminated by the Board or until all shares allowed by the plans have been awarded and earned.

All shares authorized under the 2016 Plan have been awarded with some of those shares still under vesting restrictions at December 31, 2025 .

Under the 2025 Plan, the Company may award stock-based compensation to employees, non-employee directors and third -party service providers.

The 2025 Plan 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 December 31, 2025 , all stock based compensation issued under the 2025 plan was in the form of restricted stock awards and a total of 521,696 shares were still available to be issued under the plan.

Restricted awards entitle recipients to vote and receive non-forfeitable dividends during the restriction period.

2 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 six months ended September 30, 2025 :

The following table summarizes the activity related to restricted stock awards for the nine months ended December 31, 2025 :

Weighted Average

5 unchanged sentences

142,276 16.94

Unvested at September 30, 2025

( 14,000 ) 4.32

Unvested at December 31, 2025

146,302 $ 16.93

The Company measures compensation expense for restricted stock awards at the market price of the common stock as of the grant date.

1 unchanged sentence

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 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.

The stock awards granted during the nine months ended December 31, 2025 consist of 53,221 time restricted shares with annual ratable vesting over a three year period, 50,000 time restricted shares with annual ratable vesting over a two year period, 2,742 time restricted shares with one year cliff vesting, 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 $ 0.3 million and $ 0.1 million in the nine months ended December 31, 2025 and 2024 , respectively, relating to the restricted stock issued under the plans.

As of December 31, 2025 , unrecognized compensation expense related to unvested restricted stock was approximately $ 1.7 million which is expected to be recognized over a weighted average period of approximately 2.0 years.

NOTE 9 — DERIVATIVE FINANCIAL INSTRUMENTS

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.

For the nine months ended December 31, 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 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.

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 September 30, 2025 (in thousands):

At December 31, 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 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.

During the nine months ended December 31, 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 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):

During the nine months ended December 31, 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 nine months ended December 31, 2025 (in thousands):

Gain Recognized in Earnings

2 unchanged sentences

Recognized in Earnings

September 30, 2025

December 31, 2025

Hot-rolled coil steel contracts

2 unchanged sentences

Location of Gain

for the Six Months Ended

for the Nine Months Ended

Recognized in Earnings

September 30, 2025

December 31, 2025

Hot-rolled coil steel contracts

Gain on economic hedges of risk

Gain Recognized in Earnings

2 unchanged sentences

Recognized in Earnings

September 30, 2024

December 31, 2024

Hot-rolled coil steel contracts

2 unchanged sentences

Location of Gain

for the Six Months Ended

for the Nine Months Ended

Recognized in Earnings

September 30, 2024

December 31, 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):

The following table summarizes the Company's economic (non-designated) derivative instruments outstanding at December 31, 2025 (in thousands):

Notional Amount Maturity Date

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

Hot-rolled coil steel contracts $ 32,229 January 2026 - December 2026

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

4 unchanged sentences

April 2025 - December 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 .

At both December 31, 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 December 31, 2025 and March 31, 2025 .

NOTE 10 — FAIR VALUE MEASUREMENTS

5 unchanged sentences

Recurring Fair Value Measurements

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

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

Quoted Prices

Commodity swap contracts – financial assets, net

$ — $ 920 $ — $ 920

Commodity futures – financial liabilities, net

Commodity futures – financial assets, net

$ 1,575 $ — $ — $ 1,575

Contingent consideration for business combination – financial liability — — ( 3,580 ) ( 3,580 )

$ 1,575 $ — $ ( 3,580 ) $ ( 2,005 )

1 unchanged sentence

Quoted Prices

Commodity futures – financial asset, net

Commodity futures – financial assets, net

$ 349 $ — $ — $ 349

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

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

NOTE 11 — SEGMENT INFORMATION

8 unchanged sentences

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

Three Months Ended September 30, 2025

Three Months Ended December 31, 2025

$ 153,032 $ 14,942 — $ 167,974

9 unchanged sentences

Depreciation and amortization

825 52 60 937

General corporate expenses

6 unchanged sentences

EARNINGS BEFORE INCOME TAXES

Six Months Ended September 30, 2025

Nine Months Ended December 31, 2025

$ 420,439 $ 34,695 — $ 455,134

18 unchanged sentences

EARNINGS BEFORE INCOME TAXES

Three Months Ended September 30, 2024

Three Months Ended December 31, 2024

$ 86,144 $ 7,930 — $ 94,074

12 unchanged sentences

— — 2,219 2,219

Loss on disposal of property, plant and equipment

84,849 8,539 2,248 95,636

Gain on disposal of property, plant and equipment — 375 — 375

EARNINGS (LOSS) FROM OPERATIONS:

2 unchanged sentences

Interest expense

EARNINGS (LOSS) BEFORE INCOME TAXES

Six Months Ended September 30, 2024

LOSS BEFORE INCOME TAXES

Nine Months Ended December 31, 2024

$ 286,910 $ 28,474 — $ 315,384

12 unchanged sentences

— — 7,348 7,348

Loss on disposal of property, plant and equipment

280,058 30,850

7,438 318,346

Gain (loss) on disposal of property, plant and equipment ( 222 ) 375 — 153

EARNINGS (LOSS) FROM OPERATIONS:

2 unchanged sentences

Interest expense

EARNINGS (LOSS) BEFORE INCOME TAXES

September 30, 2025

EARNINGS BEFORE INCOME TAXES

December 31, 2025

March 31, 2025

6 unchanged sentences

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.

At December 31, 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.

16 unchanged sentences

Manufactured Pipe.

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):

The following table disaggregates our revenue by product for each of our reportable business segments for the three and nine months ended December 31, 2025 and 2024 , respectively (in thousands):

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

Flat-Roll Segment:

9 unchanged sentences

NOTE 13 — STOCKHOLDERS’ EQUITY

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):

The following tables reflect the changes in stockholders’ equity for each of the nine months ended December 31, 2025 and December 31, 2024 (in thousands):

BALANCE AT MARCH 31, 2025

17 unchanged sentences

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

— — — 3,043 3,043

Issuance of restricted stock

53 ( 53 ) — — —

Paid in capital – restricted stock units

— 182 — — 182

Cash dividends ($ 0.04 per share)

— — — ( 284 ) ( 284 )

BALANCE AT DECEMBER 31, 2025

$ 9,020 $ 35,592 $ ( 13,110 ) $ 110,712 $ 142,214

BALANCE AT MARCH 31, 2024

16 unchanged sentences

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

— — — ( 1,152 ) ( 1,152 )

Paid in capital – restricted stock units

Repurchase of shares

— — ( 37 ) — ( 37 )

Cash dividends ($ 0.04 per share)

— — — ( 278 ) ( 278 )

BALANCE AT DECEMBER 31, 2024

$ 8,873 $ 35,368 $ ( 13,100 ) $ 96,188 $ 127,329

NOTE 14 — EARNINGS PER SHARE

1 unchanged sentence

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

Numerator (basic and diluted)

1 unchanged sentence

$ 3,043 $ ( 1,152 ) $ 10,311 $ 740

Allocation to unvested restricted stock units

Allocation to unvested restricted stock awards

Net earnings (loss) attributable to common shareholders

3 unchanged sentences

6,965,880 6,948,023 6,965,880 6,942,216

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

For the nine months ended December 31, 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

Six Months Ended

September 30,

Restricted Stock Units

Nine Months Ended

Restricted Stock Awards

89,685 16,425 99,613 13,832

NOTE 15 — SUPPLEMENTAL CASH FLOW INFORMATION

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.

During the nine months ended December 31, 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 $ 2.5 million and $ 2.2 million during the nine months ended December 31, 2025 and 2024 , respectively.

Additionally, the Company paid income taxes of approximately $ 4.5 million and $ 2.9 million during the nine months ended December 31, 2025 and 2024 , respectively.

NOTE 16 — INCOME TAXES

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 nine months ended December 31, 2025 and 2024 , the Company recorded income tax provisio ns of approximately $ 3.3 million and $ 0.1 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.

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

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