UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended |
| | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to |
Commission File No.
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange |
| | |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | | Non-accelerated filer ☐ | Smaller reporting company |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
The aggregate market value of the Common Stock held by non-affiliates of the registrant as of September 29, 2023 (based upon the closing price on the NYSE American on September 29, 2023) was approximately $
The number of shares of the registrant’s Common Stock outstanding at June 11, 2024 was
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders of Friedman Industries, Incorporated for the fiscal year ended March 31, 2024 are incorporated by reference into Part II and Part III of this Annual Report on Form 10-K. Portions of the Company's definitive proxy statement relating to its 2024 Annual Meeting of Shareholders to be filed hereafter are incorporated by reference into Part III of this Annual Report on Form 10-K.
PART I
Item 1. Business
General
Friedman Industries, Incorporated (the “Company”), a Texas corporation incorporated in 1965, is a manufacturer and processor of steel products and operates in two reportable segments: flat-roll products and tubular products. The flat-roll segment was previously referred to as the coil segment. The Company is now using flat-roll to describe the segment due to it being a more common term used in the Company's industry. Significant financial information relating to the Company’s business segments for the last two years is contained in Note 13of the Consolidated Financial Statements included in the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2024, which financial statements are incorporated herein by reference in Item 8 hereof.
Flat-Roll Products
The flat-roll product segment consists of the operation of five hot-rolled coil processing facilities located in Hickman, Arkansas; Decatur, Alabama; East Chicago, Indiana; Granite City, Illinois and Sinton, Texas. The facilities in Granite City and East Chicago were acquired on April 30, 2022 from Plateplus, Inc ("Plateplus"). More information about the Plateplus transaction can be found in Note 2 of the Consolidated Financial Statements included in the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2024. The facility in Sinton is a newly constructed facility that commenced operations during October 2022. The Hickman, Granite City and East Chicago facilities operate temper mills and cut-to-length lines. The Decatur and Sinton facilities operate stretcher leveler cut-to-length lines. The equipment at all locations improve the flatness and surface quality of the coils and cut the coils into sheet and plate of prescribed lengths. On a combined basis, the facilities are capable of cutting sheet and plate with thicknesses ranging from 16 gauge to 1” thick in widths ranging from 36” wide to 96” wide. The vast majority of flat-roll product segment revenue is generated from sales of Company owned inventory but the segment also generates revenue from the processing or storage of customer owned coils on a fee basis.
The coil processing facilities are substantially similar with respect to products produced. The Company makes shipments of products based on which facility offers the desired product or, if the product is available at multiple facilities, based on other factors, such as customer location, freight conditions and the ability of the facility to fulfill the order on a timely basis. Flat-roll products are sold on a wholesale, rapid-delivery basis in competition with other processors of hot-rolled steel coils. Shipments are made via unaffiliated truckers or by rail.
The flat-roll segment purchases its inventory from a limited number of suppliers. Loss of any of these suppliers could have a material adverse effect on the Company’s business.
Tubular Products
The tubular product segment consists of the Company’s Texas Tubular Products division (“TTP”) located in Lone Star, Texas. TTP operates two electric resistance welded pipe mills with a combined outside diameter (“OD”) size range of 2 3/8” OD to 8 5/8” OD. Both pipe mills are American Petroleum Institute (“API”) licensed to manufacture line pipe and oil country pipe and also manufacture pipe for structural purposes that meets other recognized industry standards. TTP has a pipe finishing facility capable of applying threads and couplings to oil country tubular goods and performing other services that are customary in the pipe finishing process. The pipe finishing facility is currently idled. All of the tubular segment's revenue is generated from sales of Company owned inventory.
TTP purchases its inventory from a limited number of suppliers. Loss of any of these suppliers could have a material adverse effect on the Company’s business.
Marketing
The following table sets forth the approximate percentage of total sales contributed by each group of products and services during each of the Company’s last two fiscal years:
| Product and Service Groups |
Fiscal 2024 |
Fiscal 2023 |
||||||
| Flat-Roll Products |
92 | % | 89 | % | ||||
| Tubular Products |
8 | % | 11 | % | ||||
Flat-Roll Products. The Company sells flat-roll products and processing or storage services to approximately 480 customers located primarily in the midwestern, southwestern and southeastern regions of the United States. The Company’s principal customers for these products and services are steel distributors and customers manufacturing steel products such as steel buildings, railroad cars, barges, tanks and containers, trailers, component parts and other fabricated steel products. In fiscal years 2024 and 2023, sales of flat-roll products to O'Neal Steel accounted for approximately 16% and 15% of the Company's total sales, respectively. No other individual flat-roll products customer accounted for 10% or more of the Company's total sales for either of the two fiscal years.
The Company sells all of its flat-roll products through its own sales force. At March 31, 2024, the sales force was comprised of the Vice President of Sales – Flat Roll Division and 25 sales personnel.
Tubular Products. The Company sells its tubular products nationally to approximately 92 customers. The Company’s principal customers for these products are steel and pipe distributors. In fiscal years 2024 and 2023, no individual tubular customer accounted for 10% or more of the Company’s total sales.
The Company sells all of its tubular products through its own sales force. At March 31, 2024, the sales force was comprised of the Vice President and General Manager – Tubular Division and two sales personnel.
Competition
The Company is engaged in a non-seasonal, highly-competitive business. The Company competes with other processors of hot-rolled steel coils, tubular manufacturers, steel distributors and brokers.
The Company believes that, generally, its ability to compete is dependent upon its ability to offer products at prices competitive with or below those of other steel suppliers, as well as its ability to provide products meeting customer specifications on a rapid-delivery basis.
Human Capital
Employee Base
At March 31, 2024, the Company had 268 full-time employees, with all of them based in the United States.
Talent Management and Diversity
The Company's success and growth depend in large part on our ability to attract, develop, and retain a diverse population of talented employees at all levels of our organization. Our goal is to foster an inclusive and respectful work environment where employees are comfortable to express ideas and openly communicate throughout the organization with the goal of continuously improving our company. Our compensation programs are designed to ensure that we attract and retain the right talent and are focused on rewarding employees based on their individual performance as well as company performance that is made possible by their efforts. Our employee benefits programs are structured to provide competitive benefits that are effective in attracting and retaining talent and that address the needs of a diverse employee base.
Safety and Wellness
The health and safety of our workforce is fundamental to the success of our company. We have established policies and work procedures aimed at ensuring the safety of our employees. We seek to have our employees actively engaged in the safety process through initial trainings and ongoing regular meetings. We believe safety is a shared responsibility of everyone within our organization. The Company recognizes the importance of our employees' wellness and provides industry leading benefit programs and employee policies that help ensure employees' physical, mental and work-life balance needs are met.
Executive Officers of the Company
The following table sets forth as of March 31, 2024, for each executive officer of the Company, the name, age, officer positions and arrangements with other persons regarding his selection as an officer, if any, and the period during which such officer has served in such capacity:
| Name |
Age |
Position, Offices with the Company and Other Arrangements, if any |
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| Michael J. Taylor |
65 |
President and Chief Executive Officer since September 2019; formerly Interim President and Interim Chief Executive Officer since February 2019; Chairman of the Board of Directors since June 2017; member of the Board of Directors since December 2016 |
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| Alex LaRue |
38 |
Chief Financial Officer – Secretary and Treasurer since March 2018; formerly Vice President — Secretary and Treasurer since 2014; formerly Assistant Vice President — Secretary and Treasurer since 2013; formerly Controller — Texas Tubular Products since 2011 |
Item 1A. Risk Factors
Not required.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity Governance
The Board of Directors (the “Board”) of the Company is responsible for the oversight of the Company’s cybersecurity program and recognizes the risks that cybersecurity threats may impose on the Company, its business partners, employees and investors. The Company's IT Director is responsible for overall IT governance, risk and compliance including the Company’s cybersecurity program. The Audit Committee of the Board collaborates with the full Board and the IT Director to facilitate alignment of overall IT related controls and processes. We have a formalized IT Security Incident Report process which provides a method to document and communicate details of security incidents to appropriate stakeholders. The Board and the Audit Committee receive periodic briefings on cybersecurity and help set priorities and strategic direction. As part of continuous improvement, our cybersecurity program is being aligned with the NIST Cybersecurity Framework 2.0 to help ensure comprehensive controls and oversight.
Cybersecurity Controls
We have implemented a modern, comprehensive set of controls that restrict access to systems using a combination of firewalls, virtual private networks, multi-factor authentication and enforced use of corporate controlled compliant devices. We make extensive use of best-in-class automated intrusion prevention, intrusion detection and response systems which constantly monitor activity, build usage patterns and respond or alert when unusual activity is detected. We have experienced staff who perform root cause analysis, respond to any immediate threat, and implement improved controls for future prevention. Our cybersecurity tools are fully integrated and collect data from various sources to build relationships and detect more complex multi-channel attack strategies. Application controls are role-based and designed to protect data confidentiality and provide overall data integrity. A risk-based approach is taken regarding third-party systems utilized in our business.
We have controls specifically focused on E-mail phishing including impersonation attempts. Although our automated controls prevent most phishing attempts, some can be delivered to employees. To mitigate this risk, we provide training to employees using various methods including E-mail phishing campaigns which send phishing-style E-mails, monitors user responses and automatically assigns further training as appropriate. Employees have been trained to send any suspicious activity to a central IT Service Desk for evaluation and appropriate timely action.
All critical systems have rigorous data backups and are designed for disaster recovery, ensuring business continuity in the event of a catastrophic incident. As part of continuous improvement, disaster recovery testing is being conducted and documented.
We are not aware of any unmitigated risk or any prior incident that may have materially affected the Company’s data integrity, confidentiality, operations, business strategy or financial reporting. Given our reliance on modern systems, we are aware a significant incident could impact the Company’s overall goals so we strive to provide modern counter measures to manage this risk.
Item 2. Properties
The principal real properties of the Company are described in the following table:
| Location |
Approximate Size |
Ownership |
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| Lone Star, Texas |
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|
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| Plant — Texas Tubular Products |
161,000 sq. feet |
Owned(1) |
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| Offices — Texas Tubular Products |
12,200 sq. feet |
Owned(1) |
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| Land — Texas Tubular Products |
122.4 acres |
Owned(1) |
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| Longview, Texas |
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| Offices — Administrative |
5,100 sq. feet |
Leased(2) |
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| Hickman, Arkansas |
|
|
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| Plant and Warehouse — Flat Roll Products |
64,600 sq. feet |
Owned(1) |
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| Offices — Flat Roll Products |
2,500 sq. feet |
Owned(1) |
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| Land — Flat Roll Products |
26.2 acres |
Owned(1) |
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| Decatur, Alabama |
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|
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| Plant and Warehouse — Flat Roll Products |
48,000 sq. feet |
Owned(1) |
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| Offices — Flat Roll Products |
2,000 sq. feet |
Owned(1) |
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| Land — Flat Roll Products |
47.3 acres |
Owned(1) |
|
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| Sinton, Texas | |||||
| Plant and Warehouse — Flat Roll Products | 70,000 sq. feet | Leasehold Improvement (3) | |||
| Offices — Flat Roll Products | 3,100 sq. feet | Leasehold Improvement (3) | |||
| Land — Flat Roll Products | 26.5 acres | Leased (3) | |||
| East Chicago, Indiana | |||||
| Plant and Warehouse — Flat Roll Products | 150,900 sq. feet | Owned (1) | |||
| Offices — Flat Roll Products | 3,200 sq. feet | Owned (1) | |||
| Land — Flat Roll Products | 5.0 acres | Owned (1) | |||
| Granite City, Illinois | |||||
| Plant and Warehouse — Flat Roll Products | 321,000 sq. feet | Leasehold Improvement (4) | |||
| Offices — Flat Roll Products | 4,400 sq. feet | Leasehold Improvement (4) | |||
| Land — Flat Roll Products | 31.1 acres | Leased (4) | |||
| The Woodlands, Texas | |||||
| Offices — Administrative | 5,000 sq. feet | Leased (5) |
| (1) |
All of the Company’s owned real properties, plants and offices are held in fee and are not subject to any mortgage or deed of trust. |
| (2) |
The office lease is with a non-affiliated party, expires on April 30, 2027, and requires a monthly rental payment of approximately $5,000. |
| (3) | The associated lease is a 99 year lease with Steel Dynamics Inc. that calls for an annual rental payment of $1 and has an expiration date of February 19, 2120. |
| (4) | The associated lease is with America's Central Port District. The lease expires on August 31, 2028 and requires a monthly rental payment of approximately $13,000. |
| (5) | The office lease is with a non-affiliated party, expires on February 28, 2029, requires a monthly rental payment of approximately $11,400 and a monthly payment of proportionate operating costs of approximately $4,800. |
Item 3. Legal Proceedings
The Company is not, and during fiscal year 2024 was not, a party to, nor is its property the subject of, any material pending legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s Common Stock is traded principally on the NYSE – American (Symbol: FRD).
Reference is hereby made to the sections of the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2024, entitled “Description of Business — Range of High and Low Sales Prices of Common Stock” and “Description of Business — Cash Dividends Declared Per Share of Common Stock”, which sections are hereby incorporated herein by reference.
The approximate number of shareholders of record of Common Stock of the Company as of April 26, 2024 was 156. Because many of the Company’s common shares are held by brokers and other institutions on behalf of shareholders, the Company is unable to estimate the total number of individual shareholders represented by these record holders.
Item 6. Selected Financial Data
Not required.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Information with respect to Item 7 is hereby incorporated herein by reference from the section of the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2024, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not required.
Item 8. Financial Statements and Supplementary Data
The following financial statements and notes thereto of the Company included in the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2024, are hereby incorporated herein by reference:
Consolidated Balance Sheets — March 31, 2024 and 2023
Consolidated Statements of Operations — Years ended March 31, 2024 and 2023
Consolidated Statements of Comprehensive Income — Years ended March 31, 2024 and 2023
Consolidated Statements of Stockholders’ Equity — Years ended March 31, 2024 and 2023
Consolidated Statements of Cash Flows — Years ended March 31, 2024 and 2023
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
The following supplementary schedule for the Company for the years ended March 31, 2024 and 2023, is incorporated herein by reference above in this Item 8 from the Company's Annual Report to Shareholders for the fiscal year ended March 31, 2024.
Schedule II — Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Information with respect to Item 9A is hereby incorporated herein by reference from the sections of the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2024, entitled “Management's Report on Internal Control Over Financial Reporting”.
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Except as otherwise set forth below, information with respect to Item 10 is hereby incorporated herein by reference from the Company’s proxy statement in respect of the 2024 Annual Meeting of Shareholders, definitive copies of which are expected to be filed with the SEC on or before 120 days after the end of the Company’s 2024 fiscal year.
Information with respect to Item 10 regarding executive officers is hereby incorporated by reference from the information set forth under the caption “Executive Officers of the Company” in Item 1 of this Annual Report on Form 10-K.
The Company has adopted the Friedman Industries, Incorporated Code of Conduct and Ethics (the “Code”), which applies to the Company’s employees, directors and officers, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. A copy of the Code is filed as an exhibit hereto.
Item 11. Executive Compensation
Information with respect to Item 11 is hereby incorporated herein by reference from the Company’s proxy statement in respect of the 2024 Annual Meeting of Shareholders, definitive copies of which are expected to be filed with the SEC on or before 120 days after the end of the Company’s 2024 fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
The disclosure required pursuant to Item 201(d) of Regulation S-K is hereby incorporated herein by reference from the Company’s proxy statement in respect of the 2024 Annual Meeting of Shareholders, definitive copies of which are expected to be filed with the SEC on or before 120 days after the end of the Company’s 2024 fiscal year.
Additional information with respect to Item 12 regarding equity compensation plan information relating to the Company is hereby incorporated herein by reference from Note 3 — Equity Compensation Plans and Capital Stock included in the Notes to Consolidated Financial Statements of the Company included in the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2024.
Security Ownership Information
The additional information with respect to Item 12 regarding the security ownership of certain beneficial owners and management, and related matters, is hereby incorporated herein by reference from the Company’s proxy statement in respect to the 2024 Annual Meeting of Shareholders, definitive copies of which are expected to be filed with the SEC on or before 120 days after the end of the Company’s 2024 fiscal year.
Item 13. Certain Relationships, Related Transactions and Director Independence
Information with respect to Item 13 is hereby incorporated herein by reference from the Company’s proxy statement in respect of the 2024 Annual Meeting of Shareholders, definitive copies of which are expected to be filed with the SEC on or before 120 days after the end of the Company’s 2024 fiscal year.
Item 14. Principal Accountant Fees and Services
Information with respect to Item 14 is hereby incorporated herein by reference from the Company’s proxy statement in respect of the 2024 Annual Meeting of Shareholders, definitive copies of which are expected to be filed with the SEC on or before 120 days after the end of the Company’s 2024 fiscal year.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents included in this report
1. Financial Statements
The following financial statements and notes thereto of the Company are included in the Company’s Annual Report to Shareholders for the fiscal year ended March 31, 2024, which is incorporated herein by reference:
Consolidated Balance Sheets — March 31, 2024 and 2023
Consolidated Statements of Operations — Years ended March 31, 2024 and 2023
Consolidated Statements of Comprehensive Income — Years ended March 31, 2024 and 2023
Consolidated Statements of Stockholders’ Equity — Years ended March 31, 2024 and 2023
Consolidated Statements of Cash Flows — Years ended March 31, 2024 and 2023
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
2. Financial Statement Schedules
The following financial statement schedule is included in the Company's Annual Report to Shareholders for the fiscal year ended March 31, 2024, which is incorporated herein by reference:
Schedule II — Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.
3. Exhibits
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Inline XBRL Taxonomy Schema Document. |
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| **101.CAL |
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Inline XBRL Calculation Linkbase Document. |
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Inline XBRL Label Linkbase Document. |
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Inline XBRL Presentation Linkbase Document. |
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| **104 | — | Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
| ** |
Filed herewith. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Friedman Industries, Incorporated has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FRIEDMAN INDUSTRIES, INCORPORATED |
|||
| By: |
/S/ MICHAEL J. TAYLOR |
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|
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Michael J. Taylor |
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|
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President and Chief Executive Officer |
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| Dated: June 11, 2024 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Friedman Industries, Incorporated in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
| /S/ MICHAEL J. TAYLOR |
President and Chief Executive Officer and |
June 11, 2024 | ||
| Michael J. Taylor | Director (Principal Executive Officer) | |||
| /S/ ALEX LARUE |
Chief Financial Officer — Secretary and |
June 11, 2024 | ||
| Alex LaRue | Treasurer (Principal Financial Officer | |||
| and Principal Accounting Officer) | ||||
| /S/ DURGA D. AGRAWAL |
Director |
June 11, 2024 | ||
| Durga D. Agrawal | ||||
| /S/ MAX REICHENTHAL |
Director |
June 11, 2024 | ||
| Max Reichenthal | ||||
| /S/ SANDY SCOTT | Director | June 11, 2024 | ||
| Sandy Scott | ||||
| /S/ JOEL SPIRA |
Director |
June 11, 2024 | ||
| Joel Spira | ||||
| /S/ TIM STEVENSON |
Director |
June 11, 2024 | ||
| Tim Stevenson | ||||
| /S/ SHARON TAYLOR | Director | June11, 2024 | ||
| Sharon Taylor | ||||
| /S/ JOE L. WILLIAMS |
Director |
June 11, 2024 | ||
| Joe L. Williams |