8-K/A - FRD - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 29, 2025

FRIEDMAN INDUSTRIES, INCORPORATED

(Exact name of registrant as specified in its charter)

Texas	1-07521	74-1504405
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1121 Judson Road Suite 124, Longview, Texas 75601

(Address of principal executive offices, including zip code)

(903) 758-3431

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 Par Value	FRD	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by Friedman Industries, Incorporated (the “Company”), to amend and supplement its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2025 (the “Original Report”). As previously disclosed in the Original Report, on August 29, 2025, the Company completed the acquisition of certain real estate, operations, equipment, inventory and certain other assets located in certain designated facilities in Miami, Tampa, and Orlando, Florida from Century Metals & Supplies, Inc. (“Century”), CEME Holdings LLC, Palm Lakes Investment LLC, and Jemi Investments, LLC.

The Company is filing this Amendment solely to supplement Item 9.01 of the Original Report to present the required financial statements and pro forma financial information not later than 71 days from the date on which the Original Report was required to be filed, as permitted under Items 9.01(a)(3) and 9.01(b)(2). Except for the filing of such financial statements and pro forma financial information, this Amendment does not otherwise modify or update the Original Report, and this Amendment should be read in conjunction with the Original Report.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired.

The audited financial statements of Century as of and for the years ended December 31, 2024 and 2023, and the related notes thereto are filed as Exhibit 99.1 hereto and are incorporated herein by reference.

The unaudited interim financial statements of Century as of and for the six months ended June 30, 2025 and 2024, and the related notes thereto are filed as Exhibit 99.2 hereto and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company, which includes the pro forma condensed combined balance sheet as of June 30, 2025, the unaudited pro forma condensed combined statements of operation for the three months ended June 30, 2025 and the pro forma condensed combined statements of operation for the Company’s year ended March 31, 2025 and Century’s year ended December 31, 2024, are filed herewith and attached hereto as Exhibit 99.3 and are incorporated herein by reference.

(d) Exhibits

23.1	Consent of Rehmann
99.1	Audited financial statements of Century for the years ended December 31, 2024 and 2023
---	---
99.2	Unaudited interim financial statements of Century for the six-month periods ended June 30, 2025 and 2024
---	---
99.3	Unaudited pro forma condensed combined financial information of the Company for the required pro forma periods
---	---
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
---	---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 10, 2025

FRIEDMAN INDUSTRIES, INCORPORATED
By:	/s/ Alex LaRue
	Alex LaRue
	Chief Financial Officer - Secretary and Treasurer

ex_884989.htm

Exhibit 23.1

ACKNOWLEDGMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the registration statement (No. 333-290754) on Form S-8 of Friedman Industries, Inc. of our report dated April 28, 2025, on our audit of the financial statements of Century Metals & Supplies, Inc. as of and for the years ended December 31, 2024 and 2023, respectively and of our report dated November 5, 2025 on our review of the financial statements of Century Metals & Supplies, Inc. as of and for the six months ended June 30, 2025 and 2024, respectively, appearing in this Current Report on Form 8-K/A dated November 10, 2025.

We also agree to the use of our name as it appears under the caption "Independent Certified Public Accountants."

/s/ Rehmann Robson LLC

Orlando, Florida

November 10, 2025

ex_884990.htm

Exhibit 99.1

CENTURY METALS & SUPPLIES, INC.

■	Table of Contents
	Page
---	---
Independent Auditors' Report	1
Financial Statements for the Years Ended December 31, 2024 and 2023
Balance Sheets	3
Statements of Income	4
Statements of Stockholders' Equity	5
Statements of Cash Flows	6
Notes to Financial Statements	7
Supplementary Information for the Years Ended December 31, 2024 and 2023	15
Schedules of General and Administrative Expenses	16

INDEPENDENT AUDITORS' REPORT

April 28, 2025

Stockholders

Century Metals & Supplies, Inc.

Miami, Florida

Opinion

We have audited the financial statements of Century Metals & Supplies, Inc. (the "Company"), which comprise the balance sheets as of December 31, 2024 and 2023, and the related statements of income, stockholders' equity, and cash flows for the years then ended, and the related notes to the financial statements (the "financial statements").

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Century Metals & Supplies, Inc. as of December 31, 2024 and 2023, and the results of its operations and cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America ("GAAS"). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•	Exercise professional judgment and maintain professional skepticism throughout the audit.
•	Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
---	---
•	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.
---	---
•	Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
---	---
•	Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.
---	---

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Supplementary Information

The accompanying supplementary information is presented for purposes of additional analysis and is not a required part of the financial statements. Such information, which is the responsibility of management, was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The supplementary information has not been subjected to the auditing procedures applied in our audits of the basic financial statements and, accordingly, we do not express an opinion nor provide any assurance on it.

CENTURY METALS & SUPPLIES, INC.

■	Balance Sheets

---	---	---	---
		2023
ASSETS	****	****	****
Current assets	****	****	****
Cash	1,786,815	$	1,802,827
Restricted cash	2,811,200		1,351,200
Accounts receivable	14,976,808		7,623,471
Inventory	33,978,764		29,202,593
Prepaid expenses and other	5,205,244		5,896,075
Total current assets	58,758,831	****	45,876,166
Net property and equipment	1,688,046		1,769,108
Net operating lease right-of-use assets	7,878,019		6,554,291
Deposits	259,482		409,482
Total assets	68,584,378	$	54,609,047
LIABILITIES AND STOCKHOLDERS' EQUITY	****	****	****
Current liabilities	****	****	****
Accounts payable	14,665,131	$	7,606,485
Short-term bank borrowings	15,349,523		12,125,882
Current portion of long-term debt	244,093		296,864
Current portion of operating lease obligations	1,290,027		672,791
Accrued expenses	2,565,152		2,521,485
Note payable to related party	500,000		500,000
Due to affiliate	400,000		400,000
Total current liabilities	35,013,926	****	24,123,507
Long-term debt, net of current portion	486,193		569,155
Operating lease obligations, net of current portion	6,649,425		5,931,825
Total liabilities	42,149,544	****	30,624,487
Stockholders' equity	****	****	****
Class A voting common stock .10 par value; 500 shares authorized, 80 shares issued and outstanding	8		8
Class B non-voting common stock .10 par value; 4,500 shares authorized, 20 shares issued and outstanding	2		2
Additional paid-in capital	990		990
Retained earnings	26,433,834		23,983,560
Total stockholders' equity	26,434,834	****	23,984,560
Total liabilities and stockholders' equity	68,584,378	$	54,609,047

All values are in US Dollars.

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

CENTURY METALS & SUPPLIES, INC.

■	Statements of Income
	Year Ended December 31
---	---	---	---	---	---	---
	2024			2023
Net sales	$	98,846,478		$	103,757,562
Cost of sales		80,493,604			85,721,835
Gross profit	****	18,352,874		****	18,035,727
General and administrative expenses		13,134,741			12,869,517
Operating income	****	5,218,133		****	5,166,210
Other (expense) income	****	****	****	****	****	****
Interest expense		(1,200,268	)		(1,033,501	)
Interest income		30,911			5,427
Other		19,015			18,814
Other expense, net	****	(1,150,342	)	****	(1,009,260	)
Net income	$	4,067,791		$	4,156,950

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

CENTURY METALS & SUPPLIES, INC.

■	Statements of Stockholders' Equity
	Common Stock				Additional<br><br> <br>Paid-In		Retained			Total<br><br> <br>Stockholders'
---	---	---	---	---	---	---	---	---	---	---	---	---
	Class A		Class B		Capital		Earnings			Equity
Balances, January 1, 2023	$	8	$	2	$	990	$	25,655,052		$	25,656,052
Net income		-		-		-		4,156,950			4,156,950
Distributions		-		-		-		(5,828,442	)		(5,828,442	)
Balances, December 31, 2023	****	8	****	2	****	990	****	23,983,560		****	23,984,560
Net income		-		-		-		4,067,791			4,067,791
Distributions		-		-		-		(1,617,517	)		(1,617,517	)
Balances, December 31, 2024	$	8	$	2	$	990	$	26,433,834		$	26,434,834

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

CENTURY METALS & SUPPLIES, INC.

■	Statements of Cash Flows
	Year Ended December 31
---	---	---	---	---	---	---
	2024			2023
Cash flows from operating activities	****	****	****	****	****	****
Net income	$	4,067,791		$	4,156,950
Adjustments to reconcile net income to net cash from operating activities
Credit losses		86,367			391,017
Depreciation and amortization		292,346			283,271
Non-cash lease expense		1,092,912			713,261
Changes in operating assets and liabilities which (used) provided cash
Accounts receivable		(7,439,704	)		4,121,755
Related party receivables		-			(313,979	)
Inventory		(4,776,171	)		10,371,947
Prepaid expenses and other assets		690,831			(5,698,369	)
Accounts payable		7,058,646			(1,972,941	)
Operating lease obligations		(1,081,804	)		(700,706	)
Accrued expenses		43,667			(313,734	)
Net change in cash from operating activities	****	34,881		****	11,038,472
Cash flows from investing activities	****	****	****	****	****	****
Purchases of property and equipment		(211,284	)		(284,362	)
Change in deposits		150,000			(170,000	)
Net change in cash from investing activities	****	(61,284	)	****	(454,362	)
Cash flows from financing activities	****	****	****	****	****	****
Net short-term bank borrowings (repayments)		3,223,641			(2,331,309	)
Repayments of long-term debt		(135,733	)		(1,585,479	)
Distributions		(1,617,517	)		(5,828,442	)
Net change in cash from financing activities	****	1,470,391		****	(9,745,230	)
Net change in cash and restricted cash	****	1,443,988		****	838,880
Cash and restricted cash, beginning of year		3,154,027			2,315,147
Cash and restricted cash, end of year	$	4,598,015		$	3,154,027
Reconciliation to Balance Sheets	****	****	****	****	****	****
Cash	$	1,786,815		$	1,802,827
Restricted cash		2,811,200			1,351,200
Cash and restricted cash, end of year	$	4,598,015		$	3,154,027
Supplemental disclosures of cash flows information	****	****	****	****	****	****
Interest paid during the year	$	1,200,300		$	1,033,500

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

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements
1.	NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---	---

Nature of Business

Century Metals & Supplies, Inc. (the "Company"), which is incorporated in the state of Florida, operates from its headquarters in Miami with a second location in Orlando. The Company services major original equipment manufacturers, operating in industries such as appliances, computers, electronics, construction, and others, located in the Southeastern United States and Puerto Rico.

Entities Under Common Control

Accounting principles generally accepted in the United States of America permit the Company to elect, when certain conditions exist, not to apply variable interest entity guidance to an entity operating under common control with the Company. Management has determined that these conditions were met by the Company and, as a result, the Company has elected not to apply the VIE guidance to entities affiliated through common control.

Concentration Risks

Sales to a major customer accounted for $10,872,112 of net sales (11%) for 2024, and $12,520,206 of net sales (12%) for 2023. Accounts receivable due from this customer amounted to $659,489 and $598,127 at December 31, 2024 and 2023, respectively. The loss of this customer could adversely affect short-term operating results.

Purchases from two major vendors accounted for $26,680,395 of cost of sales (28%) for 2024, and $20,422,109 of cost of sales (21%) for 2023. Accounts payable due to these vendors amounted to $1,050,905 and $1,303,575 at December 31, 2024 and 2023, respectively. The loss of these vendors could adversely aﬀect short-term operating results.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting year. Actual results could differ from those estimates.

Cash

Cash consists of demand deposits in banks. The Company maintains its deposits in amounts which, at times, may exceed federally insured limits, in several local financial institutions. Management does not believe the Company is exposed to any significant interest rate or other financial risk as a result of these deposits.

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements

Restricted Cash

Restricted cash is maintained in accordance with a letter of credit guaranty with a financial institution.

Revenue from Contracts with Customers

The Company purchases coils of different metals from various domestic and international suppliers, processes them into finished sheets, and resells to customers. Revenue is measured based on the amount of consideration that the Company expects to receive. Management has determined that each order of product placed by an individual customer represents a separate performance obligation. Risk of loss and title typically pass at time of shipment to the customer; as such, revenue is recognized at the point in time when the products are shipped. The Company does not include sales and other taxes in the transaction price and thus does not report these amounts as revenue. In addition, the Company has certain programs which under specified conditions, enable customers to return defective products.

The Company is required to assess whether it acts as a principal in the transaction or as an agent acting on behalf of the customer. Revenue for transactions where the Company is considered to be the agent is recorded net in the statements of income.

Accounts Receivable

Accounts receivable are customer obligations due under normal trade terms generally requiring payment within 30 to 60 days from the invoice date. No collateral or other security is required to support accounts receivable, which are stated at the amounts billed and due from customers less an allowance for expected credit losses. None of the Company's contracts have a significant financing component. Management estimates an allowance for expected credit losses based on the amount it expects to collect from customers, based on the length of time the receivables have been outstanding, historical collection experience, current market conditions and forecasted economic and business environments. Balances that are still outstanding after management has used reasonable collection efforts are written off against the allowance for credit losses. The expense associated with the allowance for credit losses of $86,367 and $391,017 for the years ended December 31, 2024 and 2023, respectively, is recognized in general and administrative expenses. At December 31, 2024 and 2023, the allowance related to these receivables was not material.

Accounts receivable were as follows for the years ended December 31:

	2024		2023
Accounts receivable, beginning of year	$	7,623,471	$	12,136,243
Accounts receivable, end of year	$	14,976,808	$	7,623,471

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements

Inventory

Inventory, which consists of finished goods, is stated at the lower of cost, principally determined using the first-in, first out method ("FIFO"), or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation.

Property and Equipment

Property and equipment is stated at cost. Major improvements and renewals are capitalized while ordinary maintenance and repairs are expensed. Management reviews these assets for impairment whenever events or changes in circumstances indicate the related carrying amount may not be recoverable. Depreciation, which includes amortization of leasehold improvements, is computed using the straight-line method over the estimated useful lives of the related assets, which range from 3 to 20 years.

Leases

The Company determines if an arrangement is a lease at inception and considers classification of leases as operating or finance.

Operating lease right-of-use ("ROU") assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company's leases do not provide an implicit rate, the Company uses (the risk-free rate) based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and initial direct costs incurred and excludes lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable rent payments are expensed as incurred. The Company's variable lease payments primarily consist of real estate, maintenance and usage charges.

The Company has elected to exclude short-term leases from the recognition requirements of Accounting Standards Codification ("ASC") 842, Leases. A lease is short-term if, at the commencement date, it has a term of less than or equal to one year. Lease expense related to short-term leases is recognized on a straight- line basis over the lease term.

The Company has also elected to combine lease and non-lease components when measuring lease liabilities for vehicle and equipment leases.

The Company has elected the practical expedient for private companies in the lease standard to use the written terms and conditions of related party arrangements between entities under common control to determine whether an arrangement contains a lease and how the lease is classified.

Management reviews these ROU assets for impairment whenever events or circumstances indicate that their carrying values may not be fully recoverable.

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements

Income Taxes

The stockholders have elected for the Company to be taxed as an "S" Corporation under the provisions of Internal Revenue Code Section 1362, whereby federal taxable income and certain tax credits are passed directly to the stockholders for inclusion in their personal income tax returns. Some states and localities assess income taxes at the entity level for "S" Corporations. Though federal income taxes are not provided for in these financial statements, applicable state and local income taxes are provided as a component of general and administrative expenses.

Management has analyzed the Company's income tax filing positions in the federal and state jurisdictions where it is required to file income tax returns, for all open tax years in these jurisdictions, to identify potential uncertain tax positions. The Company reports interest and penalties attributable to income taxes, to the extent they arise, as a component of operating expenses. As of December 31, 2024, there are no uncertain income tax positions taken or expected to be taken that would require recognition of a liability or disclosure in these financial statements. While the Company is subject to routine audits by taxing jurisdictions, there are currently no audits for any tax periods in progress.

Subsequent Events

In preparing these financial statements, management has evaluated, for potential recognition or disclosure, significant events or transactions that occurred during the period subsequent to the most recent balance sheet presented herein, through the date these financial statements were available to be issued.

2.	PROPERTY AND EQUIPMENT

Net property and equipment consists of the following amounts at December 31:

	2024		2023
Property and equipment	****	****	****	****
Warehouse equipment	$	2,272,099	$	2,272,099
Leasehold improvements		929,388		929,388
Transportation equipment		907,485		732,503
Furniture and fixtures		133,685		133,685
Information technology		40,495		40,495
Total		4,283,152		4,108,170
Less accumulated depreciation and amortization		2,595,106		2,339,062
Net property and equipment	$	1,688,046	$	1,769,108

Depreciation and amortization expense was $292,346 and $283,271 in 2024 and 2023, respectively.

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements
3.	DEBT
---	---

Short-term Bank Borrowings

Short-term bank borrowings consist of outstanding draws on a $16,500,000 revolving line of credit (the "line") available to support working capital needs. Interest is charged at the one-month Secured Overnight Financing Rate ("SOFR") plus 2.50% (effective rate of 6.99% and 7.86% at December 31, 2024 and 2023, respectively). Borrowings are subject to a borrowing base calculation of the percentage of insured and uninsured accounts receivable as well as inventory, as defined. Borrowings are collateralized by all Company assets and the assets of an affiliate related by common control (see Note 5). The Company must maintain certain financial and other covenants including but not limited to a minimum debt service coverage ratio and leverage ratio, as defined in the agreement. The line matures in November 2025.

Long-term Debt

Long-term debt consists of the following obligations at December 31:

		2023
Note payable to investor; fixed interest of 6.00%; monthly principal and interest payments of 20,833; unsecured; maturing September 2025.	93,750	$	207,084
Note payable to bank; variable interest rate at the one-month SOFR plus 2.50% (effective rate of 6.99% and 7.86% at December 31, 2024 and 2023, respectively) adjusted monthly; principal monthly payments of 7,143; collateralized by Company assets; maturing February 2029.	361,405		450,000
Notes payable to a finance company; interest ranging from 2.50% to 8.79% per annum; payable in 48 to 72 monthly payments ranging from 2,531 to 3,375; collateralized by equipment; maturity dates ranging from March 2026 to July 2030.	275,131		208,935
Total long-term debt	730,286		866,019
Less current portion	244,093		296,864
Long-term debt, less current portion	486,193	$	569,155

All values are in US Dollars.

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements

Scheduled annual principal maturities of long-term debt for each of the five years succeeding December 31, 2024 and thereafter, are summarized as follows:

Year	Amount
2025	$	244,093
2026		148,396
2027		88,588
2028		96,110
2029		135,916
Thereafter		17,183
Total	$	730,286

The borrowing agreements contain certain customary affirmative and restrictive covenants which require the Company to, among other stipulations, maintain certain insurance coverage and furnish a calculation of leverage ratio and actual debt service coverage for the prior 12-month period.

4.	LEASES

The Company leases office and warehouse space in Miami, Orlando and Tampa, as well as certain equipment. The office and warehouse in Miami is leased from an affiliated business entity related under common ownership and management control. The agreement commenced June 11, 2018 and expires May 31, 2038.

The Company leases office and warehouse space in Orlando from an unaffiliated party which began on November 1, 2022 and expires July 1, 2029. The Company also leases warehouse space in Tampa from an unaffiliated party which began on December 1, 2024 and expires November 30, 2029.

The following table summarizes the composition of net lease cost during the years ended December 31:

	Related				Unrelated
	2024		2023		2024		2023
Operating lease cost	$	707,745	$	707,745	$	516,033	$	492,977
Short-term lease cost		18,000		18,000		627,586		370,732
Total lease cost	$	725,745	$	725,745	$	1,143,619	$	863,709

As of December 31, 2024, leasehold improvements with an unamortized balance in relation to related party lease arrangements are immaterial.

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements

The following table summarizes other information related to the Company's leases during the years ended December 31:

	2024			2023
Cash paid for amounts included in the measurement of lease obligations Operating cash flows	$	1,212,369		$	817,820
Right-of-use assets obtained in exchange for new operating lease obligations	$	2,416,640		$	-
Weighted-average remaining lease term (in years)		9.07			11.44
Weighted-average discount rate		2.08	%		1.72	%

The following table presents a maturity analysis summary of the Company's operating lease obligations recorded on the balance sheet as of December 31, 2024:

Year	Related		Unrelated
2025	$	712,457	$	728,190
2026		654,347		731,759
2027		363,799		661,339
2028		361,963		652,711
2029		358,292		464,148
Thereafter		2,984,250		-
Total lease payments		5,435,108		3,238,147
Less discount to present value		544,937		188,866
Total lease obligations		4,890,171		3,049,281
Less current portion		632,058		657,969
Long-term lease obligations	$	4,258,113	$	2,391,312

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements
5.	RELATED PARTY TRANSACTIONS
---	---

The Company is related to other business entities under common ownership and control. There are no explicit or contractual guarantees from the Company to any of these related parties to guarantee their debts or to fund working capital short-falls. The Company's maximum exposure to losses from these relationships cannot be quantified.

AKR Industries, Inc.

AKR Industries, Inc. ("AKR") is a corporation affiliated through common ownership. AKR guarantees the Company's revolving line of credit in the amount of $16,500,000. The Company does not guarantee any liabilities of AKR and as such, is not directly responsible to satisfy any liabilities of AKR. The Company's maximum exposure to losses from this relationship cannot be quantified. The assets of AKR consist primarily of cash, receivables, amounts due from affiliates and inventory. In 2024 and 2023, the Company recognized sales to AKR of approximately $34,000 and $114,000, respectively.

Century Metals & Supplies, P.R.

Century Metals & Supplies, P. R. ("PR") is a corporation affiliated through common ownership and ultimate management control formed to conduct similar operations in Puerto Rico. The Company does not guarantee any liabilities of PR and as such, is not directly responsible to satisfy any liabilities of PR. The Company's maximum exposure to losses from this relationship cannot be quantified. The assets of PR consist primarily of cash, receivables, amounts due from affiliates and inventory. In 2024 and 2023, the Company recognized sales to PR of approximately $5,180,000 and $5,200,000, respectively.

GJB Fund I

GJB Fund I ("GJBF") is a corporation affiliated through common ownership and ultimate management control formed to hold land and buildings for rental purposes. GJBF advanced funds in the amount of $400,000 to the Company, which is reported on the balance sheets as due to affiliate. At December 31, 2024 and 2023, the advanced funds amount is unsecured, non-interest bearing, and has no fixed maturity date or formal plan of settlement.

Note Payable to Related Party

Note payable to related party consists of an advance during 2022 bearing interest at 7.00%. The note requires monthly interest-only payments of $2,917, is unsecured, and has no fixed maturity date or formal plan of settlement.

6.	PROFIT SHARING PLAN

The Company sponsors a 401(k) plan covering all employees with at least three months of continuous service and contributes 3% of eligible participants' compensation. The Company contributed to the plan approximately $156,000 and $138,000, respectively, for 2024 and 2023.

■ ■ ■ ■ ■

SUPPLEMENTARY INFORMATION

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

CENTURY METALS & SUPPLIES, INC.

■	Schedules of General and Administrative Expenses
	Year Ended December 31
---	---	---	---	---
	2024		2023
Wages	$	5,185,699	$	5,022,292
Office rent		1,593,807		1,300,090
Insurance		1,096,107		1,125,950
Commissions and fees		1,048,950		544,638
Professional fees		781,221		533,365
Repairs and maintenance		553,379		603,753
Office expense and supplies		399,835		950,920
Payroll taxes		399,434		379,909
Licenses and other taxes		306,099		331,984
Depreciation and amortization		292,346		283,271
Other rentals		275,557		289,364
Credit losses		86,367		391,017
Travel		207,091		153,735
Bank service charges		197,977		224,709
401(k) contribution		155,561		138,449
Utilities		151,340		137,325
Auto		124,156		166,031
Representation costs		112,800		112,800
Advertising		44,018		70,515
Dues and subscriptions		36,435		16,340
Telephone		33,322		39,524
Other		19,427		23,625
Alarm and security		19,058		14,511
Delivery costs		10,030		5,980
Contributions and donations		3,000		4,210
Postage		975		908
Training and seminars		750		4,302
Total	$	13,134,741	$	12,869,517

See independent auditors' report.

ex_884991.htm

Exhibit 99.2

CENTURY METALS & SUPPLIES, INC.

■	Table of Contents
	Page
---	---
Independent Auditors' Review Report	1
Financial Statements for the Six Months Ended June 30, 2025 and 2024
Balance Sheets	2
Statements of Income	3
Statements of Stockholders' Equity	4
Statements of Cash Flows	5
Notes to Financial Statements	6

INDEPENDENT AUDITORS' REVIEW REPORT

November 5, 2025

Stockholders

Century Metals & Supplies, Inc.

Miami, Florida

Results of Review of Interim Financial Information

We have reviewed the accompanying financial statements of Century Metals & Supplies, Inc. (the "Company"), which comprise the balance sheets as of June 30, 2025 and 2024, and the related statements of income, stockholders' equity, and cash flows for the six months then ended, and the related notes to the financial statements (the "interim financial information").

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in accordance with accounting principles generally accepted in the United States of America.

Basis for Review Results of Interim Financial Information

We conducted our review in accordance with auditing standards generally accepted in the United States of America ("GAAS") applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. A review of interim financial information is substantially less in scope than an audit conducted in accordance with GAAS, the objective of which is an expression of an opinion regarding the financial information as a whole, and accordingly, we do not express such an opinion. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our review. We believe that the results of the review procedures provide a reasonable basis for our conclusion.

Responsibilities of Management for the Interim Financial Information

Management is responsible for the preparation and fair presentation of the interim financial information in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of interim financial information that is free from material misstatement, whether due to fraud or error.

CENTURY METALS & SUPPLIES, INC.

■	Balance Sheets

(Unaudited)


		2024
ASSETS	****	****	****
Current assets	****	****	****
Cash	1,823,313	$	1,775,807
Restricted cash	3,045,263		2,811,200
Accounts receivable, less allowance for credit losses of 196,598 (262,706 in 2024)	11,619,913		10,243,621
Current portion of note receivable	240,000		-
Inventory	35,881,780		33,066,371
Prepaid expenses and other current assets	863,967		2,261,932
Total current assets	53,474,236	****	50,158,931
Net property and equipment	1,636,345		1,643,414
Net operating lease right-of-use assets	7,238,141		7,307,225
Note receivable, net of current portion	2,160,000		-
Deposits	259,482		259,482
Total assets	64,768,204	$	59,369,052
LIABILITIES AND STOCKHOLDERS' EQUITY	****	****	****
Current liabilities	****	****	****
Accounts payable	9,579,934	$	9,122,952
Short-term bank borrowings	15,437,431		13,375,254
Current portion of long-term debt	206,922		263,605
Current portion of operating lease obligations	1,308,266		1,069,022
Accrued expenses	3,293,811		2,896,399
Note payable to related party	500,000		500,000
Due to affiliate	400,000		409,000
Total current liabilities	30,726,364	****	27,636,232
Long-term debt, net of current portion	324,086		472,314
Operating lease obligations, net of current portion	5,991,653		6,298,365
Total liabilities	37,042,103	****	34,406,911
Stockholders' equity	****	****	****
Class A voting common stock .10 par value; 500 shares authorized, 80 shares issued and outstanding	8		8
Class B non-voting common stock .10 par value; 4,500 shares authorized, 20 shares issued and outstanding	2		2
Additional paid-in capital	990		990
Retained earnings	27,725,101		24,961,141
Total stockholders' equity	27,726,101	****	24,962,141
Total liabilities and stockholders' equity	64,768,204	$	59,369,052

All values are in US Dollars.

See accompanying notes, which are an integral part of these financial statements, and independent auditors' review report.

CENTURY METALS & SUPPLIES, INC.

■	Statements of Income

(Unaudited)

	Six Months Ended June 30
	2025			2024
Net sales	$	51,302,857		$	52,746,759
Cost of sales		41,622,832			43,387,432
Gross profit	****	9,680,025		****	9,359,327
General and administrative expenses		7,625,765			6,756,340
Operating income	****	2,054,260		****	2,602,987
Other (expense) income
Interest expense		(602,250	)		(548,985	)
Interest income		248,136			15,689
Other		541,121			4,520
Other income (expense), net	****	187,007		****	(528,776	)
Net income	$	2,241,267		$	2,074,211

See accompanying notes, which are an integral part of these financial statements, and independent auditors' review report.

CENTURY METALS & SUPPLIES, INC.

■	Statements of Stockholders' Equity
	Common Stock				Additional<br><br> <br>Paid-In		Retained			Total<br><br> <br>Stockholders'
---	---	---	---	---	---	---	---	---	---	---	---	---
	Class A		Class B		Capital		Earnings			Equity
Balances, January 1, 2024	$	8	$	2	$	990	$	23,983,560		$	23,984,560
Net income		-		-		-		2,074,211			2,074,211
Distributions		-		-		-		(1,096,630	)		(1,096,630	)
Balances, June 30, 2024 (unaudited)	$	8	$	2	$	990	$	24,961,141		$	24,962,141
Balances, January 1, 2025	$	8	$	2	$	990	$	26,433,834		$	26,434,834
Net income		-		-		-		2,241,267			2,241,267
Distributions		-		-		-		(950,000	)		(950,000	)
Balances, June 30, 2025 (unaudited)	$	8	$	2	$	990	$	27,725,101		$	27,726,101

See accompanying notes, which are an integral part of these financial statements, and independent auditors' review report.

CENTURY METALS & SUPPLIES, INC.

■	Statements of Cash Flows
	Six Months Ended
---	---	---	---	---	---	---
	June 30
	2025			2024
Cash flows from operating activities	****	****	****	****	****	****
Net income	$	2,241,267		$	2,074,211
Adjustments to reconcile net income to net cash from operating activities
Credit losses		349,342			263,957
Depreciation and amortization		144,701			142,922
Non-cash lease expense		639,878			542,744
Changes in operating assets and liabilities which provided (used) cash
Accounts receivable		3,007,553			(2,884,107	)
Related party receivables		-			9,000
Inventory		(1,903,016	)		(3,863,778	)
Prepaid expenses and other assets		4,341,277			3,634,143
Accounts payable		(5,085,197	)		1,516,467
Operating lease obligations		(639,533	)		(532,907	)
Accrued expenses		728,659			374,914
Net change in cash from operating activities	****	3,824,931		****	1,277,566
Cash flows from investing activities	****	****	****	****	****	****
Purchases of property and equipment		(93,000	)		(17,228	)
Issuance of note receivable		(2,400,000	)		-
Change in deposits		-			150,000
Net change in cash from investing activities	****	(2,493,000	)	****	132,772
Cash flows from financing activities	****	****	****	****	****	****
Short-term bank borrowings		14,874,286			22,019,832
Short-term bank repayments		(14,786,378	)		(20,770,460	)
Repayments of long-term debt		(199,278	)		(130,100	)
Distributions		(950,000	)		(1,096,630	)
Net change in cash from financing activities	****	(1,061,370	)	****	22,642
Net change in cash and restricted cash	****	270,561		****	1,432,980
Cash and restricted cash, beginning of period		4,598,015			3,154,027
Cash and restricted cash, end of period	$	4,868,576		$	4,587,007
Cash and restricted cash is presented as follows on the accompanying balance sheets	****	****	****	****	****	****
Cash	$	1,823,313		$	1,775,807
Restricted cash		3,045,263			2,811,200
Total	$	4,868,576		$	4,587,007
Supplemental disclosures of cash flows information	****	****	****	****	****	****
Interest paid during the period	$	602,300		$	549,000

See accompanying notes, which are an integral part of these financial statements, and independent auditors' review report.

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements
1.	NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---	---

Nature of Business

Entities Under Common Control

Concentration Risks

Sales to a major customer accounted for $5,832,190 of net sales (12%) for 2025, and $6,099,838 of net sales (11%) for 2024. Accounts receivable due from this customer amounted to $826,895 and $830,661 at June 30, 2025 and 2024, respectively. The loss of this customer could adversely affect short-term operating results.

Purchases from two major vendors accounted for $12,904,888 of cost of sales (31%) for 2025, and $17,292,899 of cost of sales (40%) for 2024. Accounts payable due to these vendors amounted to $1,723,515 and $1,803,388 at June 30, 2025 and 2024, respectively. The loss of these vendors could adversely aﬀect short-term operating results.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Cash

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements

Restricted Cash

Restricted cash is maintained in accordance with a letter of credit guaranty with a financial institution.

Revenue from Contracts with Customers

Accounts Receivable

Accounts receivable are customer obligations due under normal trade terms generally requiring payment within 30 to 60 days from the invoice date. No collateral or other security is required to support accounts receivable, which are stated at the amounts billed and due from customers less an allowance for expected credit losses. None of the Company's contracts have a significant financing component. Management estimates an allowance for expected credit losses based on the amount it expects to collect from customers, based on the length of time the receivables have been outstanding, historical collection experience, current market conditions and forecasted economic and business environments. Balances that are still outstanding after management has used reasonable collection efforts are written off against the allowance for credit losses. The expense associated with the allowance for credit losses of $349,342 and $263,957 for the six months ended June 30, 2025 and 2024, respectively, is recognized in general and administrative expenses.

Accounts receivable were as follows at June 30:

	2025		2024
Accounts receivable, beginning of period	$	14,976,808	$	7,623,471
Accounts receivable, end of period	$	11,619,913	$	10,243,621

Inventory

Inventory, which consists of raw materials and finished goods, is stated at the lower of cost, determined under the specific identification method, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation.

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements

Property and Equipment

Leases

The Company determines if an arrangement is a lease at inception and considers classification of leases as operating or finance.

Operating lease right-of-use ("ROU") assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of the Company's leases do not provide an implicit rate, the Company uses the risk-free rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and initial direct costs incurred and excludes lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable rent payments are expensed as incurred. The Company's variable lease payments primarily consist of real estate, maintenance and usage charges.

The Company has also elected to combine lease and non-lease components when measuring lease liabilities for vehicle and equipment leases.

Management reviews these ROU assets for impairment whenever events or circumstances indicate that their carrying values may not be fully recoverable.

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements

Note Receivable

The Company issued a note receivable in the amount of $2,400,000 to a third party for upgrades to a supplier facility in the Dominican Republic. The note receivable is collateralized by real estate in Florida, matures in January 2030, and requires monthly repayments of $40,000 beginning in January 2026.

Income Taxes

Management has analyzed the Company's income tax filing positions in the federal and state jurisdictions where it is required to file income tax returns, for all open tax years in these jurisdictions, to identify potential uncertain tax positions. The Company reports interest and penalties attributable to income taxes, to the extent they arise, as a component of operating expenses. As of June 30, 2025, there are no uncertain income tax positions taken or expected to be taken that would require recognition of a liability or disclosure in these financial statements. While the Company is subject to routine audits by taxing jurisdictions, there are currently no audits for any tax periods in progress.

Subsequent Events

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements
2.	PROPERTY AND EQUIPMENT
---	---

Net property and equipment consists of the following amounts at June 30:

	2025		2024
Property and equipment	****	****	****	****
Warehouse equipment	$	2,255,444	$	2,272,099
Leasehold improvements		929,388		929,388
Transportation equipment		907,485		749,730
Furniture and fixtures		133,685		133,685
Information technology		40,495		40,495
Total		4,266,497		4,125,397
Less accumulated depreciation and amortization		2,630,152		2,481,983
Net property and equipment	$	1,636,345	$	1,643,414

Depreciation and amortization expense was $144,701 and $142,922 for the six months ended June 30, 2025 and 2024, respectively.

3.	DEBT

Short-term Bank Borrowings

Short-term bank borrowings consist of outstanding draws on a $16,500,000 revolving line of credit (the "line") available to support working capital needs. Interest is charged at the one-month Secured Overnight Financing Rate ("SOFR") plus 2.50% (effective rate of 6.95% and 7.83% at June 30, 2025 and 2024, respectively). Borrowings are subject to a borrowing base calculation of the percentage of insured and uninsured accounts receivable as well as inventory, as defined. Borrowings are collateralized by all Company assets and the assets of an affiliate related by common control (see Note 5). The Company must maintain certain financial and other covenants including but not limited to a minimum debt service coverage ratio and leverage ratio, as defined in the agreement. The line matures in November 2025.

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements

Long-term Debt

Long-term debt consists of the following obligations at June 30:

		2024
Note payable to investor; fixed interest of 6.00%; monthly principal and interest payments of 10,417; unsecured; maturing September 2025.	31,248	$	156,250
Note payable to bank; variable interest rate at the one-month SOFR plus 2.50% (effective rate of 6.95% and 7.83% at June 30, 2025 and 2024, respectively) adjusted monthly; principal monthly payments of 7,143; collateralized by Company assets; maturing February 2029.	318,548		407,143
Notes payable to a finance company; interest ranging from 2.50% to 8.79% per annum; payable in 48 to 72 monthly payments ranging from 2,531 to 3,375; collateralized by equipment; maturity dates ranging from March 2026 to July 2029.	181,212		172,526
Total long-term debt	531,008		735,919
Less current portion	206,922		263,605
Long-term debt, less current portion	324,086	$	472,314

All values are in US Dollars.

Scheduled annual principal maturities of long-term debt for each of the four years succeeding June 30, 2025, are summarized as follows:

Year	Amount
2026	$	206,922
2027		91,759
2028		92,226
2029		140,101
Total	$	531,008

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements

4.	LEASES

The Company leases office and warehouse space in Miami, Orlando, and Tampa, as well as certain equipment. The office and warehouse in Miami is leased from an affiliated business entity related under common ownership and management control. The agreement commenced June 11, 2018 and expires May 31, 2038.

The Company leases office and warehouse space in Orlando from an unaffiliated party which began on November 1, 2022 and expires July 1, 2029. The Company also leases warehouse space in Tampa from an unaffiliated party, which began on December 1, 2024 and expires November 30, 2029.

The following table summarizes the composition of net lease cost during the six months ended June 30:

	Related				Unrelated
	2025		2024		2025		2024
Operating lease cost	$	353,873	$	353,873	$	364,426	$	254,606
Short-term lease cost		9,000		9,000		186,209		326,145
Total lease cost	$	362,873	$	362,873	$	550,635	$	580,751

As of June 30, 2025, leasehold improvements with an unamortized balance in relation to related party lease arrangements are immaterial.

The following table summarizes other information related to the Company's leases during the six months ended June 30:

	2025			2024
Cash paid for amounts included in the measurement of lease obligations
Operating cash flows	$	717,953		$	598,341
Right-of-use assets obtained in exchange for new operating lease obligations	$	-		$	1,295,678
Weighted-average remaining lease term (in years)		8.58			9.58
Weighted-average discount rate		2.08	%		1.76	%

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements

The following table presents a maturity analysis summary of the Company's operating lease obligations recorded on the balance sheet as of June 30, 2025:

Year	Related		Unrelated		Total
2026	$	712,457	$	733,878	$	1,446,335
2027		480,018		703,020		1,183,038
2028		363,799		646,369		1,010,168
2029		359,210		647,153		1,006,363
2030		358,292		146,002		504,294
Thereafter		2,805,102		-		2,805,102
Total lease payments		5,078,878		2,876,422		7,955,300
Less discount to present value		503,589		151,792		655,381
Total lease obligations		4,575,289		2,724,630		7,299,919
Less current portion		636,668		671,598		1,308,266
^Long-term lease obligations^	$	3,938,621	$	2,053,032	$	5,991,653
5.	RELATED PARTY TRANSACTIONS
---	---

AKR Industries, Inc.

AKR Industries, Inc. ("AKR") is a corporation affiliated through common ownership. AKR guarantees the Company's revolving line of credit in the amount of $16,500,000. The Company does not guarantee any liabilities of AKR and as such, is not directly responsible to satisfy any liabilities of AKR. The Company's maximum exposure to losses from this relationship cannot be quantified. The assets of AKR consist primarily of cash, receivables, amounts due from affiliates and inventory. For the six months ended June 30, 2025 and 2024, the Company recognized sales to AKR of approximately $25,000 and $6,500, respectively.

CENTURY METALS & SUPPLIES, INC.

■	Notes to Financial Statements

Century Metals & Supplies, P.R.

Century Metals & Supplies, P. R. ("PR") is a corporation affiliated through common ownership and ultimate management control formed to conduct similar operations in Puerto Rico. The Company does not guarantee any liabilities of PR and as such, is not directly responsible to satisfy any liabilities of PR. The Company's maximum exposure to losses from this relationship cannot be quantified. The assets of PR consist primarily of cash, receivables, amounts due from affiliates and inventory. For the six months ended June 30, 2025 and 2024, the Company recognized sales to PR of approximately $2,900,000 and $2,500,000, respectively.

GJB Fund I

GJB Fund I ("GJBF") is a corporation affiliated through common ownership and ultimate management control formed to hold land and buildings for rental purposes. GJBF advanced funds in the amount of approximately $400,000 to the Company, which is reported on the balance sheets as due to affiliate. At June 30, 2025 and 2024, the advanced funds amount is unsecured, non-interest bearing, and has no fixed maturity date or formal plan of settlement.

Note Payable to Related Party

Note payable to related party individual consists of an advance during 2022 bearing interest at 7.00%. The note requires monthly interest-only payments of $2,917, is unsecured, and has no fixed maturity date or formal plan of settlement.

6.	PROFIT SHARING PLAN

The Company sponsors a 401(k) plan covering all employees with at least three months of continuous service and contributes 3% of eligible participants' compensation. The Company contributed to the plan approximately $78,768 and $74,443, respectively, for the six months ended June 30, 2025 and 2024.

7.	SUBSEQUENT EVENT

On August 29, 2025, Friedman Industries, Incorporated (the "Buyer") entered into a definitive agreement with the Company and related entities, to which the Buyer acquired the real estate, operations, equipment, inventory and certain assets and liabilities of the Company and related entities. Under the terms of the agreement, the Buyer acquired the assets for approximately $45,000,000 in cash at closing, along with a note issued by the Buyer with a principal amount of $3,500,000 with a five-year maturity date. The final purchase price is subject to adjustment based on final net working capital levels and an earn-out that allows the owners of the Company to receive up to $10,000,000 in additional consideration over a four-year period, based on certain performance metrics of the acquired business.

■ ■ ■ ■ ■

ex_884992.htm

Exhibit 99.3

FRIEDMAN INDUSTRIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statements of operations based upon the consolidated historical financial statements of Friedman Industries, Incorporated (“Friedman”) and the consolidated historical financial statements of Century Metals & Supplies, Inc. (“Century”), adjusted to present the assets acquired and liabilities assumed of Century, after giving effect to the consummation of the Century Acquisition and the related completion of the August 2025 Refinancing (each as defined and described below).

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma adjustments reflecting the Century Acquisition have been prepared in accordance with Accounting Standards Codification 805, Business Combinations ("ASC 805") and reflect the preliminary allocation of the estimated consideration to the acquired assets and liabilities assumed based upon their estimated fair values, using the assumptions set forth in the notes to the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is derived from (i) Friedman’s (a) historical audited consolidated financial statements as included in its Annual Report on Form 10-K for the year ended March 31, 2025, filed with the SEC on June 12, 2025, and (b) historical unaudited condensed consolidated financial statements as included in its Quarterly Report on Form 10-Q for the three months ended June 30, 2025, filed with the SEC on August 7, 2025 and (ii) Century’s (c) historical audited consolidated financial statements for the year ended December 31, 2024 and (d) historical unaudited condensed consolidated financial statements for the three months ended June 30, 2025 (which have been adjusted to reflect only the assets acquired and liabilities assumed by Friedman), which are included within Exhibits 99.1 and 99.2 of this Form 8-K, and has been prepared in accordance with Article 8 and Article 11 of Regulation S-X.

The unaudited pro forma condensed combined financial information includes assumptions which are preliminary and may be revised, such as the valuation of certain assets as a result of the application of acquisition accounting in connection with the Century Acquisition. There can be no assurance that such revisions will not result in material changes. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the results or financial position that actually would have occurred or that may occur in the future had the Century Acquisition and August 2025 Refinancing been completed on the dates indicated, nor is it necessarily indicative of the future operating results or financial position of Friedman after the Century Acquisition and August 2025 Refinancing. Future results may vary significantly from the results reflected because of various factors, including those discussed in previous filings made by Friedman with the Securities and Exchange Commission. The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the Century Acquisition or any integration costs.

Century Acquisition

On August 29, 2025, Friedman entered into a definitive agreement with Century, CEME Holdings LLC (“CEME”), Palm Lakes Investment LLC (“PLI”), Jemi Investments, LLC (“JEMI”, together with Century, CEME and PLI as “Sellers”), the equityholders of the Sellers and Misael Rosario, as Seller Representative, pursuant to which Friedman acquired the real estate, operations, equipment, inventory and certain other assets of the Sellers of Century’s Miami, FL facilities and certain inventory and other assets at Century’s Tampa, FL and Orlando, FL (the “Century Acquisition”). Under the terms of the agreement, Friedman acquired the assets for approximately $45.6 million in cash at closing, along with a note issued by Friedman with a principal amount of $3.5 million with a five-year maturity date. The final purchase price is subject to adjustment based on final net working capital levels and an earn-out that allows the Sellers to receive up to $10 million in additional consideration over a four-year period based on certain performance metrics of the acquired business.

The Century Acquisition will be accounted for as a business combination using the acquisition method of accounting under the provisions of ASC 805, with Friedman representing the accounting acquirer under this guidance. The pro forma adjustments related to the Century Acquisition are reflected as "Transaction Accounting Adjustments" herein.

August 2025 Financing

On August 29, 2025, Friedman also entered into a Fifth Amendment (the “Fifth Amendment”) to that certain Amended and Restated Credit Agreement and Second Amendment to Security Agreement by and among Friedman, as a borrower, Century Metals & Supplies, LLC, a Texas limited liability company, as a borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Amendment amends that certain Amended and Restated Credit Agreement dated as of May 19, 2021 (as amended to date, “A&R Credit Agreement”) to, among other things, (i) permit the Acquisition, (ii) provide that BMO Harris Bank N.A. is replaced as a lender under the A&R Credit Agreement with Wells Fargo Bank, N.A., (iii) reduce the aggregate commitments under the A&R Credit Agreement from $150 million to $125 million, (iv) provide for revolving borrowings either at prime rate plus a margin of 1.45% or adjusted Term SOFR plus a margin of 1.55%, (v) extend the maturity date to August 29, 2030, and (vi) make certain borrowing base adjustments in contemplation of the Acquisition.

The pro forma adjustments related to the August 2025 Refinancing are reflected as "Refinancing Transaction Accounting Adjustments" herein.

FRIEDMAN INDUSTRIES, INC.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2025

The unaudited pro forma condensed consolidated balance sheet combines (i) the historical consolidated balance sheet of Friedman and (ii) the historical consolidated balance sheet of Century, has been prepared assuming the Century Acquisition and related August 2025 Refinancing occurred on June 30, 2025, and includes preliminary adjustments to reflect the events that are directly attributable to the Century Acquisition and related August 2025 Refinancing and are factually supportable.

	June 30, 2025
	Historical Friedman			Historical Century ^(1)^			Transaction<br><br> <br>Accounting<br><br> <br>Adjustments			Refinancing<br><br> <br>Transaction<br><br> <br>Accounting<br><br> <br>Adjustments			Total Pro Forma
	(amounts in thousands)
CURRENT ASSETS:
Cash	$	2,099		$	-		$	(45,598	) 3	$	45,677	4	$	2,178
Accounts receivable, net of allowances		50,717			10,457									61,174
Inventories		103,458			36,293			165	3c					139,916
Current portion of derivative assets		328			-									328
Other current assets		1,327			864									2,191
TOTAL CURRENT ASSETS		157,929			47,614			(45,433	)		45,677			205,787
PROPERTY, PLANT AND EQUIPMENT:
Land		1,572			-			10,070	3e					11,642
Buildings and yard improvements		30,393			929			2,902	3e					33,295
								(929	) 3d
Machinery and equipment		59,197			3,337			(1,833	) 3d					60,701
Construction in process		689			-									689
Less accumulated depreciation		(34,641	)		(2,630	)		2,630	3d					(34,641	)
		57,210			1,636			12,840			-			71,686
OTHER ASSETS:
Operating lease right-of-use asset		2,788			7,238			(4,601	) 3f					5,425
Goodwill		-			-			2,143	3					2,143
Other assets		1,151			37						395	2		1,583
TOTAL ASSETS	$	219,078		$	56,525		$	(35,051	)	$	46,072		$	286,624
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	35,289		$	11,767		$	937	1				$	47,993
Income taxes payable		2,272			-									2,272
Lease liability - current		-			1,308			(737	) 3f					571
Short-term bank borrowings		-			15,437			(15,437	) 3g					-
Dividends payable		282			-									282
Employee compensation and related expenses		2,551			-									2,551
Current portion of derivative liability		82			-									82
TOTAL CURRENT LIABILITIES		40,476			28,512			(15,237	)		-			53,751
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS		118			-									118
DEFERRED INCOME TAX LIABILITY		5,452			-									5,452
NON-CURRENT LEASE LIABILITIES		2,713			5,992			(3,925	) 3f					4,780
SELLER NOTE PAYABLE, NET		-			-			3,489	3b					3,489
CONTINGENT CONSIDERATION LIABILITY		-			-			3,580	3a					3,580
ASSET BASED LENDING FACILITY		33,039			-			-			46,072			79,111
TOTAL LIABILITIES		81,798			34,504			(12,093	)		46,072			150,281
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Common stock		8,967			-			-	3					8,967
Additional paid-in capital		35,427			(949	)		949	3					35,427
Treasury stock at cost		(13,110	)		-									(13,110	)
Retained earnings		105,996			22,970			(22,970	) 3					105,059
								(937	) 1
TOTAL STOCKHOLDERS’ EQUITY		137,280			22,021			(22,958	)		-			136,343
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	219,078		$	56,525		$	(35,051	)	$	46,072		$	286,624

(1) Excludes certain assets and liabilities not purchased by Friedman, as specified in the definitive agreement, which primarily relate to certain cash, restricted cash, certain receivables, liabilities associated with the excluded assets, and certain debt not settled in connection with the Century Acquisition.

FRIEDMAN INDUSTRIES, INC.

Unaudited Pro Forma Condensed Combined Statement of Operations

For Friedman’s Year Ended March 31, 2025 and Century’s Year Ended December 31, 2024

The unaudited pro forma condensed consolidated statement of operations combines (i) the historical consolidated statement of operations of Friedman and (ii) the historical consolidated statement of operations of Century and has also been adjusted to give effect to pro forma events that are directly attributable to the Century Acquisition and related August 2025 Refinancing, factually supportable and expected to have a continuing impact on the consolidated results. The unaudited pro forma condensed consolidated statement of operations has been prepared assuming the Century Acquisition and related August 2025 Refinancing closed on April 1, 2024.

	Friedman's Year Ended March 31, 2025 and Century's Year Ended December 31, 2024
	Historical Friedman			Historical Century ^(1)^			Transaction<br><br> <br>Accounting<br><br> <br>Adjustments			Refinancing<br><br> <br>Transaction<br><br> <br>Accounting<br><br> <br>Adjustments			Total Pro Forma
	(amounts in thousands, except per share data)
Net sales	$	444,600		$	99,131								$	543,731
Costs and expenses:
Cost of products sold		365,648			81,071			165	3c					446,884
Processing and warehousing expense		33,477			6,975			(766	) 3f					39,686
Delivery expense		23,228			155									23,383
Selling, general and administrative		16,171			5,478			1,070	1					22,719
Depreciation and amortization		3,291			292			161	3d					3,955
								211	3e
		441,815			93,971			841			—			536,627
Gain on disposal of property, plant, and equipment		258			9									267
EARNINGS (LOSS) FROM OPERATIONS		3,043			5,169			(841	)		—			7,371
Gain on economic hedges of risk		7,598			—									7,598
Interest expense		(2,953	)		(1,200	)		(230	) 3b		(2,751	)		(6,057	)
								1,077	3g
Interest income		—			31									31
Other income (loss)		5			—									5
EARNINGS (LOSS) BEFORE INCOME TAXES		7,693			4,000			6			(2,751	)		8,948
Provision for (benefit from) income taxes:
Current		1,387			—			(34	) 6		(252	)		2,208
								1,107	7
Deferred		221			—			36	6		(429	)		(346	)
								(174	) 7
		1,608			—			935			(681	)		1,862
NET EARNINGS (LOSS)	$	6,085		$	4,000		$	(929	)	$	(2,070	)	$	7,086
Weighted average number of common shares outstanding:
Basic and diluted		6,944,602			-			-			-			6,944,602
Net earnings (loss) per share:
Basic and diluted	$	0.87			-			-			-		$	1.02

(1) Excludes certain revenue and expenses related to the assets and liabilities not purchased by Friedman, as specified in the definitive agreement.

FRIEDMAN INDUSTRIES, INC.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended June 30, 2025

	Friedman and Century's Three Months Ended June 30, 2025
	Historical Friedman			Historical Century ^(1)^			Transaction<br><br> <br>Accounting<br><br> <br>Adjustments			Refinancing<br><br> <br>Transaction<br><br> <br>Accounting<br><br> <br>Adjustments			Total Pro Forma
	(amounts in thousands, except per share data)
Net sales	$	134,777		$	24,992								$	159,769
Costs and expenses:
Cost of products sold		105,704			20,142									125,846
Processing and warehousing expense		9,328			1,791			(192	) 3f					10,927
Delivery expense		6,400			61									6,461
Selling, general and administrative		5,455			2,060									7,515
Depreciation and amortization		847			74			40	3d		—			1,031
								70	3e
		127,734			24,128			(82	)		—			151,780
Gain on disposal of property, plant, and equipment		—			—			—			—			—
EARNINGS (LOSS) FROM OPERATIONS		7,043			864			82			—			7,989
Gain on economic hedges of risk		276			—									276
Interest expense		(678	)		(307	)		(57	) 3b		(688	) 5		(1,451	)
								279	3g
Interest income					242									242
Other income (loss)		4			537			—			—			541
EARNINGS (LOSS) BEFORE INCOME TAXES		6,645			1,336			304			(688	)		7,597
Provision for (benefit from) income taxes:
Current		1,643			—			75			(170	) 6		1,876
								328
Deferred		(26	)		—									(26	)
		1,617			—			403			(170	)		1,850
NET EARNINGS (LOSS)	$	5,028		$	1,336		$	(99	)	$	(518	)	$	5,747
Weighted average number of common shares outstanding:
Basic and diluted		6,965,880			-			-			-			6,965,880
Net earnings (loss) per share:
Basic and diluted	$	0.71			-			-			-		$	0.83

(1) Excludes certain revenue and expenses related to the assets and liabilities not purchased by Friedman, as specified in the definitive agreement.

FRIEDMAN INDUSTRIES, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Pro Forma Adjustments

1)	Represents the accrual of non-recurring transaction costs incurred by Friedman that were not reflected in the historical financial statements (i) as of June 30, 2025 and (ii) for the year ended March 31, 2025. Such costs are not expected to impact Friedman's income statement beyond 12-months after the acquisition date. The remaining transaction costs incurred by Friedman of $0.1 million are included in Friedman's historical income statement for the year ended March 31, 2025.
2)	Represents the capitalization of deferred financing costs incurred in connection with the Fifth Amendment to the ABL Facility. The deferred financing costs will be amortized over the remaining term of the ABL Facility on a straight-line basis.
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3)	Represents the application of acquisition accounting in connection with the Century Acquisition. For purposes of these unaudited proforma combined financial statements, it has been assumed that, with the exception of the preliminary fair value adjustments reflected in the table below, the historical cost bases of Century’s existing assets and liabilities approximate their fair value. The details of the preliminary acquisition accounting as of the transaction closing date are set forth below:
---	---
Initial cash consideration	$	45,598
---	---	---	---
Fair value of contingent consideration (a)		3,580
Sellers note (b)		3,489
Total purchase price	$	52,667
Net book value of net assets acquired (historical implied equity of Century)		22,021
Preliminary fair value adjustments to existing Century carrying values:
Inventory (c)	$	165
Personal property (d)		429
Real property (e)		12,411
Operating lease right-of-use assets (f)		(4,601	)
Operating lease liabilities (f)		4,662
Short-term bank borrowings (g)		15,437
Total fair value adjustments		28,503
Estimated incremental increase to goodwill	$	2,143
a)	Represents the fair value of contingent consideration payable to the sellers of Century over a four-year period for the achievement of an annual EBITDA target ranging from $2.5 million to $10.0 million, not to exceed a total aggregate payout of $10.0 million.
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b)	Represents the promissory note payable issued by Friedman in connection with the Century Acquisition. The promissory note has a maturity date of August 29, 2030 and accrues interest at a rate of 5.8% per annum, payable quarterly in arrears on the last date of each quarter, commencing September 30, 2025. In the event of a default by Friedman, the note would accrue an additional 2.0% of interest per annum. The pro forma combined statements of operations are also adjusted to reflect the increase in interest expense associated with the promissory note payable, which is included in interest expense within the pro forma combined statement of operations for the periods presented.
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c)	Represents the preliminary estimate of the fair value adjustment to Century's finished goods, work-in-process, and raw material inventory. The fair value of the raw materials was determined based on the replacement value of the Company's raw materials inventory. The fair value of the work-in-process and finished goods inventory was based on the comparative sales method, which utilizes the expected selling price of the inventory, adjusted for remaining manufacturing and selling costs, factoring in any potential obsolescence, and a normal profit margin on those manufacturing and selling efforts. The pro forma combined statements of operations are also adjusted to increase cost of products sold by the value of inventory that is expected to be sold within one year for the year ended March 31, 2025.
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d)	Represents the preliminary estimate of the fair value adjustment to Century's personal property, which is primarily comprised of steel processing equipment, warehouse equipment, transportation equipment, furniture & equipment, and computer software. The personal property was valued using primarily the market approach in connection with the cost approach. The pro forma consolidated statements of operations are also adjusted to increase depreciation expense in accordance with the step up in basis of the assets, which is included in depreciation and amortization within the pro forma combined statement of operations for the periods presented.
e)	Represents the preliminary estimate of the fair value adjustment to Century's real property, which is primarily comprised of two properties (comprised of land, buildings, and site improvements) which were historically leased by Century and acquired as part of the Century Acquisition. The real property was valued using primarily using the cost approach in connection with the market approach . The pro forma consolidated statements of operations are also adjusted to increase depreciation expense in accordance with the acquisition of these assets, which is included in depreciation and amortization within the pro forma combined statement of operations for the periods presented.
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f)	Represents the preliminary estimate of the fair value adjustment to Century's operating right-of-use asset and lease liabilities, which is comprised of: (i) remeasurement using Friedman's incremental borrowing rate of 5.8%, (ii) the exclusion of the operating right-of-use asset and lease liabilities associated with certain properties that were previously leased by Century and were acquired as part of the Century Acquisition, and (iii) the exclusion of certain leases which were short-term as of the Century Acquisition and as such, were not capitalized. The fair value of the newly acquired properties is included in the fair value adjustment to real property on the condensed combined balance sheet as of June 30, 2025.<br> <br> The pro forma consolidated statements of operations are also adjusted to reflect the removal of the amortization of the ROU asset resulting from the properties that were acquired. This adjustment is included in processing and warehousing expense within the unaudited pro forma combined statements of operations for the periods presented. The impact to the unaudited pro forma consolidated statements of operations related to the remeasurement of the acquired leases at Friedman's incremental borrowing rate, as well as the leases that were not capitalized was immaterial.
---	---
g)	Represents the extinguishment of Century's existing debt, which was settled at the date of the Century Acquisition. The pro forma combined statements of operations are also adjusted to remove the related interest expense associated with such debt during the periods presented.
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The final allocation of the purchase price will be based upon appraisals and may differ from the preliminary allocation reflected herein. Finalization of the valuation process may lead to changes in property, plant and equipment, inventories, goodwill, incomes taxes and other valuation-related items such as out-of-market contracts, including contracts that impact Century's operating expenses. To the extent that additional consideration is allocated to assets with finite lives, the final allocation of the purchase price could result in additional depreciation and or amortization expense that in turn would result in lower earnings from operations.

In addition to the foregoing, as a result of the application of acquisition accounting, Century's historical equity was eliminated.

4)	Represents proceeds from the borrowing made under the Company's ABL Facility of $46.1 million (and related deferred financing costs of $0.4 million), which were used to effect the Century Acquisition.

5)	Represents the assumed net increase in interest expense resulting from borrowing made under the ABL Facility in connection with the Century Acquisition:
	Three Months Ended<br><br> <br>June 30, 2025		Year Ended March 31, 2025
---	---	---	---	---
Increase in interest expense (1)	$	668	$	2,672
Increase associated with amortization of deferred financing costs incurred (2)		20		79
Total adjustment	$	688	$	2,751
(1)	Interest expense on the borrowing made under the ABL Facility accrues at the greater of the Prime Rate (as defined in the agreement) or 2.50% plus or minus an applicable margin. The pro forma adjustment to reflect interest expense on the additional borrowing made under the ABL Facility in connection with the Century Acquisition is based on an interest rate of 5.8% at the Acquisition Date and assumes there are no changes in interest rate or additional amounts drawn. A 0.125% change to the annual interest rate would change interest expense by approximately $0.1 million for the year ended March 31, 2025 and an immaterial amount for the three months ended June 30, 2025.
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(2)	Deferred financing costs are amortized over the term of the related ABL Facility on a straight-line basis, which approximates the effective interest method.
---	---
6)	Represents the income tax impacts of pro forma adjustments using the estimated deferred tax rate of the combined entity of 24.8%.
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7)	Represents the income tax impacts of the combined profits and losses of Friedman and Century.
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