# Friedman Industries Inc: Form 10-Q for the period ended Dec 31, 2024

- Company: [Friedman Industries Inc](/companies/frd.md) (CIK 39092)
- Form: 10-Q
- Filed: 2025-02-07
- Accepted by EDGAR: Feb 7, 2025, 16:08 ET
- Period: 2024-12-31
- Accession: 0001437749-25-003166
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/39092/000143774925003166/frd20241231_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/39092/000143774925003166/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-10-01 to 2024-12-31 | $94.1m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Revenue | 9 months, 2024-04-01 to 2024-12-31 | $315.4m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Selling, general and administrative | 3 months, 2024-10-01 to 2024-12-31 | $3.9m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2024-04-01 to 2024-12-31 | $12.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2024-10-01 to 2024-12-31 | −$1.2m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2024-04-01 to 2024-12-31 | −$2.8m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-10-01 to 2024-12-31 | $632.0k | us-gaap:InterestExpense |
| Interest expense | 9 months, 2024-04-01 to 2024-12-31 | $2.2m | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-10-01 to 2024-12-31 | −$400.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2024-04-01 to 2024-12-31 | $105.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-10-01 to 2024-12-31 | −$1.2m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2024-04-01 to 2024-12-31 | $740.0k | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-10-01 to 2024-12-31 | −$0.17 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2024-04-01 to 2024-12-31 | $0.11 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-10-01 to 2024-12-31 | −$0.17 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2024-04-01 to 2024-12-31 | $0.11 | us-gaap:EarningsPerShareBasic |
| Operating cash flow | 9 months, 2024-04-01 to 2024-12-31 | $7.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2024-04-01 to 2024-12-31 | $3.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2024-04-01 to 2024-12-31 | $836.0k | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 9 months, 2024-04-01 to 2024-12-31 | $171.0k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2024-12-31 | $1.1m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-12-31 | $149.3m | us-gaap:AssetsCurrent |
| Total assets | at 2024-12-31 | $210.3m | us-gaap:Assets |
| Current liabilities | at 2024-12-31 | $42.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-12-31 | $82.9m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-12-31 | $127.3m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 24,370 characters.

### Overview

Friedman Industries, Incorporated is a manufacturer and processor of steel products and operates in two reportable segments: flat-roll products and tubular 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 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 improves 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 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. All of the tubular segment's revenue is generated from sales of Company owned inventory.

### Results of Operations

### Nine Months Ended December 31, 2024 Compared to Nine Months Ended December 31, 2023

During the nine months ended December 31, 2024 (the “2024 period”), sales, cost of materials sold and adjusted gross profit decreased approximately $68.6 million, $46.0 million and $22.6 million, respectively, compared to the amounts recorded during the nine months ended December 31, 2023 (the “2023 period”). Adjusted gross profit is a non-GAAP measure calculated as sales minus cost of materials sold. The decrease in sales was associated with both a decline in sales volume and a decrease in the average selling price per ton. Sales volume for the 2024 period consisted of approximately 353,000 tons from inventory and another 60,000 tons of toll processing customer owned material compared to the 2023 period volume consisting of approximately 375,000 tons from inventory and 72,000 tons of toll processing. The decline in sales volume for the 2024 period was related to a combination of challenging conditions for some of our customers, extended planned downtime for equipment upgrades, and political uncertainty leading up to the presidential election. Adjusted gross profit was approximately $52.2 million for the 2024 period compared to approximately $74.9 million for the 2023 period. Adjusted gross profit as a percentage of sales was approximately 16.6% for the 2024 period compared to approximately 19.5% for the 2023 period.

Our operating results are significantly impacted by the market price of hot-rolled steel coil ("HRC"). Entering the 2024 period, HRC prices were on a predominately declining trend dropping approximately 40% from January 2024 through the middle of August 2024. From August 2024 and to the end of the 2024 period, HRC price remained relatively stable. As a result, the Company experienced compressed physical margins throughout the 2024 period. Entering the 2023 period, HRC prices had increased approximately 95% from November 2022 to April 2023. HRC prices then declined approximately 45% until the October 2023 with prices then increasing by approximately 66% by the end of the 2023 period. As a result, the 2023 period benefitted from strong physical margins for the first quarter of the period followed by a quarter of compressed margins and then ended the period with a quarter of improving margins. The Company utilizes HRC futures to partially manage exposure to commodity price risk. The Company recognized hedging related gains of approximately $5.8 million and $0.7 million in the 2024 and 2023 periods, respectively.

### Flat-roll Segment

Flat-roll product segment sales for the 2024 period totaled approximately $286.9 million compared to approximately $352.1 million for the 2023 period. For a more complete understanding of the average selling prices of goods sold, it is helpful to exclude any sales generated from processing or storage of customer owned material. Sales generated from processing or storage of customer owned material totaled approximately $3.7 million for the 2024 period compared to approximately $3.6 million for the 2023 period. Sales generated from flat-roll segment inventory totaled approximately $283.2 million for the 2024 period compared to approximately $348.5 million for the 2023 period. The average per ton selling price related to these shipments decreased from approximately $995 per ton in the 2023 period to approximately $868 per ton in the 2024 period. Sales volume for the 2024 period consisted of approximately 326,000 tons from inventory and another 60,000 tons of toll processing customer owned material compared to the 2023 period volume consisting of approximately 351,000 tons from inventory and 72,000 tons of toll processing. The decline in sales volume for the 2024 period was related to a combination of challenging conditions for some of our customers, extended planned downtime for equipment upgrades, and political uncertainty leading up to the presidential election. Flat-roll segment operations recorded operating profits of approximately $6.6 million and $23.6 million for the 2024 period and 2023 period, respectively.

The Company’s 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 Segment

Tubular product segment sales for the 2024 period totaled approximately $28.5 million compared to approximately $31.9 million for the 2023 period. Sales decreased primarily due to a decrease in the average selling price per ton from approximately $1,319 per ton for the 2023 period to approximately $1,065 per ton for the 2024 quarter. Tons sold increased from approximately 24,000 tons in the 2023 period to approximately 26,500 tons in the 2024 period. The tubular segment recorded an operating loss of approximately $2.0 million for the 2024 period compared to recording operating profit of approximately $2.2 million for the 2023 period.

The tubular 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.

### General, Selling and Administrative Costs

During the 2024 period, selling, general and administrative costs decreased approximately $2.6 million compared to the 2023 period. This decrease is primarily related to lower incentive compensation expense due to the lower earnings in the 2024 period.

### Income Taxes

Income taxes decreased from a provision for the 2023 period of approximately $3.8 million to a provision for the 2024 period of approximately $0.1 million. This decrease was primarily related to lower earnings before taxes for the 2024 period. The income tax provision as a percentage of earnings before tax was approximately 12.4% and 23.4% for the nine months ended December 31, 2024 and 2023, respectively. For the nine months ended December 31, 2024, 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. For the nine months ended December 31, 2023, the effective tax rate differed from the federal statutory rate due primarily to the inclusion of state tax expenses in the provision.

### Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023

During the three months ended December 31, 2024 (the “2024 quarter”), sales, cost of materials sold and adjusted gross profit decreased approximately $21.9 million, $13.5 million and $8.4 million, respectively, compared to the amounts recorded during the three months ended December 31, 2023 (the “2023 quarter”). Adjusted gross profit is a non-GAAP measure calculated as sales minus cost of materials sold. The decrease in sales was associated with both a decline in sales volume and a decrease in the average selling price per ton. Sales volume for the 2024 quarter consisted of approximately 112,500 tons from inventory and another 18,000 tons of toll processing customer owned material compared to the 2023 quarter volume consisting of approximately 118,000 tons from inventory and 22,000 tons of toll processing. The decline in sales volume for the 2024 quarter was related to a combination of weaker demand among some customers and hesitancy among others given political uncertainty during the quarter. Adjusted gross profit was approximately $15.6 million for the 2024 quarter compared to approximately $24.0 million for the 2023 quarter. Adjusted gross profit as a percentage of sales was approximately 16.5% for the 2024 quarter compared to approximately 20.7% for the 2023 quarter.

Our operating results are significantly impacted by the market price of HRC. Entering the 2024 quarter, HRC price had reached the bottom of a price cycle after a prolonged decline and remained relatively stable near the bottom during the 2024 quarter. As a result, the Company experienced compressed margins throughout the 2024 quarter. The Company experienced an inflection point in HRC price during the 2023 quarter with prices increasing approximately 66% from early October 2023 and through the end of the 2023 quarter. As a result, the Company experienced considerable margin improvement in the second half of the 2023 quarter. The Company utilizes HRC futures to partially manage exposure to commodity price risk. The Company recognized hedging related gains of approximately $0.3 million in the 2024 quarter compared to hedging related losses of approximately $4.1 million in the 2023 quarter.

### Flat-roll Segment

Flat-roll product segment sales for the 2024 quarter totaled approximately $86.1 million compared to approximately $106.4 million for the 2023 quarter. For a more complete understanding of the average selling prices of goods sold, it is helpful to exclude any sales generated from processing or storage of customer owned material. Sales generated from processing or storage of customer owned material totaled approximately $1.0 million for the 2024 quarter and approximately $1.0 million for the 2023 quarter. Sales generated from flat-roll segment inventory totaled approximately $85.1 million for the 2024 quarter compared to approximately $105.4 million for the 2023 quarter. The average per ton selling price related to these shipments decreased from approximately $960 per ton in the 2023 quarter to approximately $813 per ton in the 2024 quarter. Sales volume for the 2024 quarter consisted of approximately 105,000 tons from inventory and another 18,000 tons of toll processing customer owned material compared to the 2023 quarter volume consisting of approximately 110,000 tons from inventory and 22,000 tons of toll processing. The decline in sales volume for the 2024 quarter was related to a combination of weaker demand among some customers and hesitancy among others given the political uncertainty during the quarter. Flat-roll segment operations recorded operating profits of approximately $1.3 million and $8.7 million for the 2024 quarter and 2023 quarter, respectively.

The Company’s 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 Segment

Tubular product segment sales for the 2024 quarter totaled approximately $7.9 million compared to approximately $9.5 million for the 2023 quarter. Sales decreased due primarily to a decrease in the average selling price per ton from approximately $1,164 per ton for the 2023 quarter to approximately $1,013 per ton for the 2024 quarter. Sales volume was comparable between the periods with approximately 8,000 tons sold in both the 2023 and the 2024 quarters. The tubular segment recorded operating losses of approximately $0.2 million and $0.1 million for the 2024 quarter and 2023 quarter, respectively.

The tubular 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.

### General, Selling and Administrative Costs

During the 2024 quarter, selling, general and administrative costs decreased approximately $0.3 million compared to the 2023 quarter. This decrease is primarily related to lower incentive compensation expense due to the lower earnings in the 2024 quarter.

### Income Taxes

Income taxes decreased from a provision for the 2023 quarter of approximately $0.1 million to a benefit for the 2024 quarter of approximately $0.4 million. This decrease was primarily related to lower earnings before taxes for the 2024 quarter. The income tax provision or benefit as a percentage of earnings or loss before tax was approximately 25.8% and 5.9% for the three months ended December 31, 2024 and 2023, respectively. For the 2024 quarter, the effective tax rate differed from the federal statutory rate due primarily to the inclusion of state tax expenses in the provision. For the 2023 quarter, the effective tax rate differed from the federal statutory rate due primarily to the adjustment of interim tax estimates during the quarter.

### Non-GAAP Information

The non-GAAP measure adjusted gross profit is used in this Management's Discussion and Analysis. Adjusted gross profit is calculated as sales minus cost of materials sold. Cost of materials sold is a discrete line on our statements of operations and represents the cost associated with purchased steel, inbound freight, transfer freight and certain external processing costs. To provide financial statement users with a better understanding of the Company's expenses, cost of sales is disaggregated on our statements of operations into the line items cost of materials sold, processing and warehousing expense, delivery expense and depreciation and amortization. The Company believes adjusted gross profit is a meaningful measure because our cost structure and operating results are significantly impacted by the fluctuating costs associated with purchased steel.

The following table reconciles the GAAP measure for gross profit to the non-GAAP measure adjusted gross profit (in thousands):

|  | THREE MONTHS ENDED DECEMBER 31, 2024 | 2023 | NINE MONTHS ENDED DECEMBER 31, 2024 | 2023 |
| --- | ---: | ---: | ---: | ---: |
| Gross profit (GAAP measure) | $2,325 | $10,408 | $9,371 | $32,487 |
| Processing and warehousing expense | 7,472 | 7,370 | 24,030 | 22,678 |
| Delivery expense | 4,941 | 5,469 | 16,373 | 17,435 |
| Depreciation and amortization | 827 | 754 | 2,445 | 2,262 |
| Adjusted gross profit (non-GAAP measure presented) | $15,565 | $24,001 | $52,219 | $74,862 |

### FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

The Company’s current ratio amounted to 3.5 at December 31, 2024 and 3.1 at March 31, 2024. Working capital was approximately $107.0 million at December 31, 2024 and $116.0 million at March 31, 2024.

During the nine months ended December 31, 2024, the Company maintained assets and liabilities at levels it believed were commensurate with operations. Changes in balance sheet amounts occurred in the ordinary course of business. Cash and restricted cash decreased due primarily to cash used for the purchase of property, plant and equipment and the reduction of debt. The Company expects to continue to monitor, evaluate and manage balance sheet components depending on changes in market conditions and the Company’s operations.

The Company has a $150 million asset-based lending facility ("ABL Facility") which matures on May 19, 2026 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. Floating rate borrowings accrue interest at a rate equal to the prime rate minus 1% per annum. Term rate borrowings accrue interest at a rate equal to the SOFR rate applicable to the selected term plus 1.8% per annum. Availability of funds under the ABL Facility is subject to a borrowing base calculation determined as the sum of (a) 90% of eligible accounts receivable, plus (b) the product of 85% multiplied by the net orderly liquidating value percentage identified in the most recent inventory appraisal multiplied by eligible inventory. The ABL Facility contains a springing financial covenant whereby the financial covenant is only tested when availability falls below the greater of 15% of the revolving commitment or $22.5 million. The financial covenant restricts the Company from allowing its fixed charge coverage ratio to be, as of the end of any calendar month, less than 1.10 to 1.00 for the trailing twelve month period then ending. The fixed charge coverage ratio is calculated as the ratio of (a) EBITDA, as defined in the ABL Facility, minus unfinanced capital expenditures to (b) cash interest expense plus scheduled principal payments on indebtedness plus taxes paid in cash plus restricted payments paid in cash plus capital lease obligation payments plus cash contributions to any employee pension benefit plans. The ABL Facility contains other representations and warranties and affirmative and negative covenants that are usual and customary. If certain conditions precedent are satisfied, the ABL facility may be increased by up to an aggregate of $25 million, in minimum increments of $5 million. At December 31, 2024, the Company had a balance of approximately $32.5 million under the ABL Facility with an applicable interest rate of 6.5%. At December 31, 2024, the Company's applicable borrowing base calculation supported access to approximately $99.2 million of the ABL Facility. As of the filing date of this Form 10-Q, the Company had borrowings of approximately $49.0 million outstanding under the ABL Facility and the Company's most recent borrowing base calculation provided access to approximately $100.5 million of the ABL Facility.

The Company believes that its current cash position along with cash flows from operations and borrowing capability due to its financial position are adequate to fund its expected cash requirements for the next 12 months.

### HEDGING ACTIVITIES

The Company utilizes hot-rolled coil futures to manage price risk on unsold inventory and longer-term fixed price sales agreements. The Company has elected hedge accounting for some of its hedging activities previously but most recently the Company has classified its hedging activities as economic hedges of risk with mark-to-market ("MTM") accounting treatment. Hedging decisions are intended to protect the value of the Company's inventory and produce more consistent financial results over price cycles. The Company recognized gains of approximately $0.3 million and $5.8 million in the three and nine months ended December 31, 2024, respectively, related to hedging activities with all of this being classified as economic hedges of risk. With MTM accounting treatment it is possible that hedging related gains or losses might be recognized in a different fiscal quarter or fiscal year than the corresponding improvement or contraction in our physical margins. See Note H for additional information related to the Company's hedging activities.

### OUTLOOK

The Company expects sales volume for the fourth quarter of fiscal 2025 to be higher than the third quarter volume due to stronger order activity and the impact of holidays on third quarter volume. HRC prices were stable at the start of the fourth quarter but began to increase at the time of this filing. Most industry participants anticipate prices to increase further during the second half of the quarter. The Company expects fourth quarter sales margins to improve compared to the third quarter.

### CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with U.S. generally accepted accounting principles may require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from any estimates. The Company did not identify any significant estimates or judgements related to the consolidated financial statements and accompanying notes presented in this Form 10-Q filing.

### CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

From time to time, the Company may make certain statements that contain forward-looking information (as defined in the Private Securities Litigation Reform Act of 1996, as amended) and that involve risk and uncertainty. Such statements may include those risks disclosed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this report, including the adequacy of cash and expectations as to future sales, prices and margins. These forward-looking statements may include, but are not limited to, future changes in the Company’s financial condition or results of operations, future production capacity, product quality and proposed expansion plans. Forward-looking statements may be made by management orally or in writing including, but not limited to, this Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the Company’s Annual Report on Form 10-K and its other Quarterly Reports on Form 10-Q. Forward-looking statements include those preceded by, followed by or including the words “will,” “expect,” “intended,” “anticipated,” “believe,” “project,” “forecast,” “propose,” “plan,” “estimate,” “enable,” and similar expressions, including, for example, statements about our business strategy, our industry, our future profitability, growth in the industry sectors we serve, our expectations, beliefs, plans, strategies, objectives, prospects and assumptions, and estimates and projections of future activity. These forward-looking statements are not guarantees of future performance. These statements are based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Although forward-looking statements reflect our current beliefs, reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Actual results and trends in the future may differ materially depending on a variety of factors including, but not limited to, changes in the demand for and prices of the Company’s products, changes in government policy regarding steel, changes in the demand for steel and steel products in general and the Company’s success in executing its internal operating plans, changes in and availability of raw materials, unplanned shutdowns of our production facilities due to equipment failures or other issues, increased competition from alternative materials and risks concerning innovation, new technologies, products and increasing customer requirements. Accordingly, undue reliance should not be placed on our forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except to the extent law requires.

## Controls and procedures

As filed, 2,615 characters.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15(d)-15(f) promulgated under the Securities Exchange Act of 1934, as amended). We have established disclosure controls and procedures designed to ensure that material information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission and that any material information relating to us is recorded, processed, summarized and reported to our management including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, our management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving desired control objectives. In reaching a reasonable level of assurance, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based on this evaluation, the Company’s CEO and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the fiscal quarter ended December 31, 2024 to ensure that information that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the CEO and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

### Nine Months Ended December 31, 2024

Filed Feb 7, 2025.
Source: SEC EDGAR, the filing index for accession 0001437749-25-003166. Last ingested by Listed: Oct 24, 2026, 14:52 ET. No prices; not investment advice.