Insteel Industries Inc 10-Q for FY2022 Q2
Insteel Industries Inc (IIIN)
About this 10-Q
Insteel Industries Inc filed this 10-Q on April 21, 2022, covering the quarter ended April 2, 2022 (FY2022 Q2).
Headline figures
Quarter ended April 2, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $213.21M
- up 53.4% from $139M a year earlier
- Net income
- $39.02M
- up 161.5% from net income of $14.92M a year earlier
- Diluted EPS
- $1.99
- up 161.8% from $0.76 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission File Number:
Insteel Industries, Inc.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered subject to Section 12(b) of the Exchange Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| | No ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| | No ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | No ☒ |
As of April 21, 2022,
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION |
||
| Item 1. |
Unaudited Financial Statements |
|
| Consolidated Statements of Operations and Comprehensive Income |
3 |
|
| Consolidated Balance Sheets |
4 |
|
| Consolidated Statements of Cash Flows |
5 |
|
| Consolidated Statements of Shareholders' Equity |
6 |
|
| Notes to Consolidated Financial Statements |
7 |
|
| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
17 |
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
24 |
| Item 4. |
Controls and Procedures |
24 |
| PART II – OTHER INFORMATION |
||
|
|
|
|
| Item 1. |
Legal Proceedings | 25 |
| Item 1A. |
Risk Factors |
25 |
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
25 |
|
|
|
|
| Item 6. |
Exhibits | 25 |
| SIGNATURES |
26 |
|
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
| INSTEEL INDUSTRIES, INC. AND SUBSIDIARIES |
|||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME |
|||||||||
| (In thousands, except per share amounts) |
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| (Unaudited) |
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| April 2, |
April 3, |
April 2, |
April 3, |
|||||||||||||
| 2022 |
2021 |
2022 |
2021 |
|||||||||||||
| Net sales |
$ | $ | $ | $ | ||||||||||||
| Cost of sales |
||||||||||||||||
| Gross profit |
||||||||||||||||
| Selling, general and administrative expense |
||||||||||||||||
| Restructuring charges (recoveries), net |
( |
) | ( |
) | ||||||||||||
| Other expense (income), net |
( |
) | ( |
) | ||||||||||||
| Interest expense |
||||||||||||||||
| Interest income |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Earnings before income taxes |
||||||||||||||||
| Income taxes |
||||||||||||||||
| Net earnings |
$ | $ | $ | $ | ||||||||||||
| Net earnings per share: |
||||||||||||||||
| Basic |
$ | $ | $ | $ | ||||||||||||
| Diluted |
||||||||||||||||
| Weighted average shares outstanding: |
||||||||||||||||
| Basic |
||||||||||||||||
| Diluted |
||||||||||||||||
| Cash dividends declared per share |
$ | $ | $ | $ | ||||||||||||
| Comprehensive income |
$ | $ | $ | $ | ||||||||||||
See accompanying notes to consolidated financial statements.
| INSTEEL INDUSTRIES, INC. AND SUBSIDIARIES |
| CONSOLIDATED BALANCE SHEETS |
| (In thousands) |
| (Unaudited) | ||||||||
| April 2, | October 2, | |||||||
| 2022 | 2021 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Intangibles, net | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and shareholders' equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Total current liabilities | ||||||||
| Other liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders' equity: | ||||||||
| Common stock | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders' equity | ||||||||
| Total liabilities and shareholders' equity | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| INSTEEL INDUSTRIES, INC. AND SUBSIDIARIES |
||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
||||
| (In thousands) |
||||
| (Unaudited) |
| Six Months Ended | ||||||||
| April 2, | April 3, | |||||||
| 2022 | 2021 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net earnings | $ | $ | ||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of capitalized financing costs | ||||||||
| Stock-based compensation expense | ||||||||
| Deferred income taxes | ( | ) | ||||||
| (Gain) loss on sale of property, plant and equipment and assets held for sale | ( | ) | ||||||
| Gain from life insurance proceeds | ( | ) | ||||||
| Increase in cash surrender value of life insurance policies over premiums paid | ( | ) | ||||||
| Net changes in assets and liabilities: | ||||||||
| Accounts receivable, net | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Other changes | ||||||||
| Total adjustments | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash Flows From Investing Activities: | ||||||||
| Capital expenditures | ( | ) | ( | ) | ||||
| Decrease (increase) in cash surrender value of life insurance policies | ( | ) | ||||||
| Proceeds from sale of assets held for sale | ||||||||
| Proceeds from life insurance claims | ||||||||
| Proceeds from surrender of life insurance policies | ||||||||
| Net cash used for investing activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from long-term debt | ||||||||
| Principal payments on long-term debt | ( | ) | ( | ) | ||||
| Cash dividends paid | ( | ) | ( | ) | ||||
| Payment of employee tax withholdings related to net share transactions | ( | ) | ( | ) | ||||
| Cash received from exercise of stock options | ||||||||
| Net cash used for financing activities | ( | ) | ( | ) | ||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Cash paid during the period for: | ||||||||
| Income taxes, net | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Purchases of property, plant and equipment in accounts payable | ||||||||
| Restricted stock units and stock options surrendered for withholding taxes payable | ||||||||
See accompanying notes to consolidated financial statements.
| INSTEEL INDUSTRIES, INC. AND SUBSIDIARIES |
|||||||||||||
| CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY |
|||||||||||||
| (In thousands) |
|||||||||||||
| (Unaudited) |
| Accumulated |
||||||||||||||||||||||||
| Additional |
Other |
Total |
||||||||||||||||||||||
| Common Stock |
Paid-In |
Retained |
Comprehensive |
Shareholders' |
||||||||||||||||||||
| Shares |
Amount |
Capital |
Earnings |
Loss |
Equity |
|||||||||||||||||||
| For the three and six months ended April 2, 2022 |
||||||||||||||||||||||||
| Balance at October 2, 2021 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Net earnings |
||||||||||||||||||||||||
| Stock options exercised, net |
||||||||||||||||||||||||
| Compensation expense associated with stock-based plans |
||||||||||||||||||||||||
| Restricted stock units and stock options surrendered for withholding taxes payable |
( |
) | ( |
) | ||||||||||||||||||||
| Cash dividends declared |
( |
) | ( |
) | ||||||||||||||||||||
| Balance at January 1, 2022 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Net earnings |
||||||||||||||||||||||||
| Vesting of restricted stock units |
( |
) | - | |||||||||||||||||||||
| Compensation expense associated with stock-based plans |
||||||||||||||||||||||||
| Restricted stock units and stock options surrendered for withholding taxes payable |
( |
) | ( |
) | ||||||||||||||||||||
| Cash dividends declared |
( |
) | ( |
) | ||||||||||||||||||||
| Balance at April 2, 2022 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| For the three and six months ended April 3, 2021 |
||||||||||||||||||||||||
| Balance at October 3, 2020 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
| Net earnings |
||||||||||||||||||||||||
| Stock options exercised, net |
||||||||||||||||||||||||
| Compensation expense associated with stock-based plans |
||||||||||||||||||||||||
| Restricted stock units and stock options surrendered for withholding taxes payable |
( |
) | ( |
) | ||||||||||||||||||||
| Cash dividends declared |
( |
) | ( |
) | ||||||||||||||||||||
| Balance at January 2, 2021 |
( |
) | ||||||||||||||||||||||
| Net earnings |
||||||||||||||||||||||||
| Stock options exercised, net |
||||||||||||||||||||||||
| Vesting of restricted stock units |
( |
) | - | |||||||||||||||||||||
| Compensation expense associated with stock-based plans |
||||||||||||||||||||||||
| Restricted stock units and stock options surrendered for withholding taxes payable |
( |
) | ( |
) | ||||||||||||||||||||
| Cash dividends declared |
( |
) | ( |
) | ||||||||||||||||||||
| Balance at April 3, 2021 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
See accompanying notes to consolidated financial statements
INSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”) on a basis consistent with that used in the Annual Report on Form 10-K for the year ended October 2, 2021 (“2021 Form 10-K”) filed by us with the Securities and Exchange Commission (the “SEC”). These statements include all normal recurring adjustments necessary to present fairly the consolidated balance sheets and the statements of operations and comprehensive income, cash flows and shareholders’ equity for the periods indicated. The October 2, 2021 consolidated balance sheet was derived from audited consolidated financial statements but does not include all the disclosures required by GAAP. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2021 Form 10-K. The results of operations for the periods indicated are not necessarily indicative of the results that may be expected for the full fiscal year or any future periods.
(2) Recent Accounting Pronouncements
Current Adoptions
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12 “Simplifying the Accounting for Income Taxes (Topic 740)”. ASU No. 2019-12 removes certain exceptions to the general principles in Accounting Standards Codification (“ASC”) 740 and also clarifies and amends existing guidance to provide for more consistent application. We adopted ASU No. 2019-12 in the first quarter. The adoption of this guidance did not have a material impact on our consolidated financial statements.
Future Adoptions
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. ASU No. 2020-04 provides optional expedients and exceptions to account for contracts, hedging relationships and other transactions that reference LIBOR or another reference rate if certain criteria are met. ASU No. 2020-04 is effective March 12, 2020 through December 31, 2022. The adoption of this guidance will not have a material impact on our consolidated financial statements and disclosures.
(3) Restructuring
On March 16, 2020, we purchased substantially all of the assets of Strand-Tech Manufacturing, Inc. (“STM”) for an adjusted purchase price of $
In connection with the STM acquisition, we elected to consolidate our PC strand operations through the closure of the Summerville facility and the redeployment of its equipment to our other three PC strand production facilities located in Gallatin, Tennessee; Houston, Texas; and Sanderson, Florida. Operations at the Summerville facility ceased during the third quarter of fiscal 2020.
Following is a summary of the restructuring activity during the three- and six-month periods ended April 2, 2022 and April 3, 2021:
| (In thousands) |
Employee |
Equipment |
Facility |
Asset |
Gain on Sale |
|||||||||||||||||||
| Costs | Costs | Costs |
Impairments |
of Property |
Total |
|||||||||||||||||||
| 2022 |
||||||||||||||||||||||||
| Liability as of October 2, 2021 |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Restructuring charges |
||||||||||||||||||||||||
| Cash payments |
( |
) | ( |
) | ||||||||||||||||||||
| Non-cash charges |
||||||||||||||||||||||||
| Liability as of January 1, 2022 |
||||||||||||||||||||||||
| Restructuring charges (recoveries) |
( |
) | ( |
) | ||||||||||||||||||||
| Cash payments |
( |
) | ( |
) | ||||||||||||||||||||
| Non-cash charges |
||||||||||||||||||||||||
| Liability as of April 2, 2022 |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 2021 |
||||||||||||||||||||||||
| Liability as of October 3, 2020 |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Restructuring charges |
||||||||||||||||||||||||
| Cash payments |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Non-cash charges |
( |
) | ( |
) | ||||||||||||||||||||
| Liability as of January 2, 2021 |
||||||||||||||||||||||||
| Restructuring charges |
||||||||||||||||||||||||
| Cash payments |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Non-cash charges |
||||||||||||||||||||||||
| Liability as of April 3, 2021 |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
We do not expect to incur any additional restructuring charges (recoveries) related to the consolidation of our PC strand operations.
(4) Revenue Recognition
We recognize revenues when performance obligations under the terms of a contract with our customers are satisfied, which generally occurs when products are shipped and control is transferred. We enter into contracts that pertain to products, which are accounted for as separate performance obligations and typically one year or less in duration. We do not exercise significant judgment in determining the timing for the satisfaction of performance obligations or the transaction price. Revenue is measured as the amount of consideration expected to be received in exchange for our products. We have elected to apply the practical expedient provided for in ASU No. 2014-09 and not disclose information regarding remaining performance obligations that have original expected durations of one year or less.
Variable consideration that may affect the total transaction price, including contractual discounts, rebates, returns and credits are included in net sales. Estimates for variable consideration are based on historical experience, anticipated performance and management's judgment and are updated as of each reporting date. Shipping and related expenses associated with outbound freight are accounted for as fulfillment costs and included in cost of sales. We do not have significant financing components.
Our net sales by product line are as follows:
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| April 2, |
April 3, |
April 2, |
April 3, |
|||||||||||||
| (In thousands) |
2022 |
2021 |
2022 |
2021 |
||||||||||||
| Welded wire reinforcement |
$ | $ | $ | $ | ||||||||||||
| Prestressed concrete strand |
||||||||||||||||
| Total |
$ | $ | $ | $ | ||||||||||||
Our net sales by geographic region are as follows:
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| April 2, |
April 3, |
April 2, |
April 3, |
|||||||||||||
| (In thousands) |
2022 |
2021 |
2022 |
2021 |
||||||||||||
| United States |
$ | $ | $ | $ | ||||||||||||
| Foreign |
||||||||||||||||
| Total |
$ | $ | $ | $ | ||||||||||||
Contract assets primarily relate to our rights to consideration for products that are delivered but not billed as of the reporting date and are reclassified to receivables when the customer is invoiced. Contract liabilities primarily relate to performance obligations that are to be satisfied in the future and arise when we collect from the customer in advance of shipments. Contract costs are not significant and are recognized as incurred. Contract assets and liabilities were not material as of April 2, 2022 and October 2, 2021.
Accounts receivable includes amounts billed and currently due from customers stated at their net estimated realizable value. Customer payment terms are generally 30 days. We maintain an allowance for doubtful accounts to provide for the estimated receivables that will not be collected, which is based upon our assessment of customer creditworthiness, historical payment experience and the age of outstanding receivables. Past-due trade receivable balances are written off when our collection efforts have been unsuccessful.
(5) Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-level fair value hierarchy that encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs used to measure fair value are as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
As of April 2, 2022 and October 2, 2021, we held financial assets that are required to be measured at fair value on a recurring basis, which are summarized below:
| (In thousands) | Total | Quoted Prices in Active Markets (Level 1) | Observable Inputs (Level 2) | |||||||||
| As of April 2, 2022: | ||||||||||||
| Current assets: | ||||||||||||
| Cash equivalents | $ | $ | $ | |||||||||
| Other assets: | ||||||||||||
| Cash surrender value of life insurance policies | ||||||||||||
| Total | $ | $ | $ | |||||||||
| As of October 2, 2021: | ||||||||||||
| Current assets: | ||||||||||||
| Cash equivalents | $ | $ | $ | |||||||||
| Other assets: | ||||||||||||
| Cash surrender value of life insurance policies | ||||||||||||
| Total | $ | $ | $ | |||||||||
Cash equivalents, which include all highly liquid investments with original maturities of three months or less, are classified as Level 1 of the fair value hierarchy. The carrying amount of our cash equivalents, which consist of investments in money market funds, approximates fair value due to their short maturities. Cash surrender value of life insurance policies are classified as Level 2. The fair value of the life insurance policies was determined by the underwriting insurance company’s valuation models and represents the guaranteed value we would receive upon surrender of these policies as of the reporting date.
As of April 2, 2022 and October 2, 2021, we had
(6) Intangible Assets
The primary components of our intangible assets and the related accumulated amortization are as follows:
| (In thousands) |
Weighted- Average Useful Life (Years) |
Gross |
Accumulated Amortization |
Net Book Value |
|||||||||||
| As of April 2, 2022: |
|||||||||||||||
| Customer relationships |
$ | $ | ( |
) | $ | ||||||||||
| Developed technology and know-how |
|
( |
) | ||||||||||||
| Non-competition agreements |
( |
) | |||||||||||||
| $ | $ | ( |
) | $ | |||||||||||
| As of October 2, 2021: |
|||||||||||||||
| Customer relationships |
$ | $ | ( |
) | $ | ||||||||||
| Developed technology and know-how |
|
( |
) | ||||||||||||
| Non-competition agreements |
( |
) | |||||||||||||
| Trade name |
( |
) | |||||||||||||
| $ | $ | ( |
) | $ | |||||||||||
Amortization expense for intangibles was $
(7) Stock-Based Compensation
Under our equity incentive plan, employees and directors may be granted stock options, restricted stock, restricted stock units and performance awards. Effective February 28, 2020, our shareholders approved an amendment to the 2015 Equity Incentive Plan of Insteel Industries, Inc. (the “2015 Plan”), which authorizes up to an additional
Stock option awards. Under our equity incentive plan, employees and directors may be granted options to purchase shares of common stock at the fair market value on the date of the grant. Options granted under these plans generally vest over years and expire years from the date of the grant. Compensation expense associated with stock options was $
The fair value of each option award granted is estimated on the date of grant using a Monte Carlo valuation model. The estimated fair values of stock options granted during the three- and six-month periods ended April 2, 2022 and April 3, 2021 was $
| Six Months Ended |
||||||||
| April 2, |
April 3, |
|||||||
| 2022 |
2021 |
|||||||
| Risk-free interest rate |
% | % | ||||||
| Dividend yield |
% | % | ||||||
| Expected volatility |
% | % | ||||||
| Expected term (in years) |
||||||||
The assumptions utilized in the Monte Carlo valuation model are evaluated and revised, as necessary, to reflect market conditions and actual historical experience. The risk-free interest rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of the grant. The dividend yield was calculated based on our annual dividend as of the option grant date. The expected volatility was derived using a term structure based on historical volatility and the volatility implied by exchange-traded options on our common stock. The expected term for options was based on the results of a Monte Carlo simulation model, using the model’s estimated fair value as an input to the Black-Scholes-Merton model, and then solving for the expected term.
The following table summarizes stock option activity:
| Contractual |
Aggregate |
|||||||||||||||
| Options |
Weighted |
Term - Weighted |
Intrinsic |
|||||||||||||
| Outstanding |
Average |
Average |
Value |
|||||||||||||
| (in thousands) |
Exercise Price |
(in years) |
(in thousands) |
|||||||||||||
| Outstanding at October 2, 2021 |
$ | |||||||||||||||
| Granted |
||||||||||||||||
| Forfeited |
( |
) | ||||||||||||||
| Exercised |
( |
) | $ | |||||||||||||
| Outstanding at April 2, 2022 |
||||||||||||||||
| Vested and anticipated to vest in the future at April 2, 2022 |
||||||||||||||||
| Exercisable at April 2, 2022 |
||||||||||||||||
Stock option exercises include “net exercises” for which the optionee received shares of common stock equal to the intrinsic value of the options (fair market value of common stock on the date of exercise less exercise price) reduced by any applicable withholding taxes.
Restricted stock units. Restricted stock units (“RSUs”) granted under our equity incentive plans are valued based upon the fair market value on the date of the grant and provide for a dividend equivalent payment which is included in compensation expense. The vesting period for RSUs is generally year from the date of the grant for RSUs granted to directors and years from the date of the grant for RSUs granted to employees. RSUs do not have voting rights. Compensation expense associated with RSUs was $
As of April 2, 2022, there was $
The following table summarizes RSU activity:
| Weighted |
||||||||
| Restricted |
Average |
|||||||
| Stock Units |
Grant Date |
|||||||
| (Unit amounts in thousands) |
Outstanding |
Fair Value |
||||||
| Balance, October 2, 2021 |
$ | |||||||
| Granted |
||||||||
| Forfeited |
( |
) | ||||||
| Released |
( |
) | ||||||
| Balance, April 2, 2022 |
||||||||
(8) Income Taxes
Effective income tax rate. Our effective income tax rate was
Deferred income taxes. As of April 2, 2022 and October 2, 2021, we recorded a deferred tax liability (net of valuation allowance) of $
The realization of our deferred tax assets is entirely dependent upon our ability to generate future taxable income in applicable jurisdictions. GAAP requires that we periodically assess the need to establish a reserve against our deferred tax assets to the extent we no longer believe it is more likely than not that they will be fully realized. As of April 2, 2022 and October 2, 2021, we recorded a valuation allowance of $
Uncertainty in income taxes. We establish contingency reserves for material, known tax exposures based on our assessment of the estimated liability that would be incurred in connection with the settlement of such matters. As of April 2, 2022, we had no material, known tax exposures that required the establishment of contingency reserves for uncertain tax positions.
We file U.S. federal, state and local income tax returns in various jurisdictions. Federal and various state tax returns filed subsequent to 2016 remain subject to examination.
(9) Employee Benefit Plans
Supplemental retirement benefit plan. We have Supplemental Retirement Benefit Agreements (each, a “SRBA”) with certain of our employees (each, a “Participant”). Under the SRBAs, if the Participant remains in continuous service with us for a period of at least
Net periodic pension cost for the SRBAs includes the following components:
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| April 2, |
April 3, |
April 2, |
April 3, |
|||||||||||||
| (In thousands) |
2022 |
2021 |
2022 |
2021 |
||||||||||||
| Interest cost |
$ | $ | $ | $ | ||||||||||||
| Service cost |
||||||||||||||||
| Recognized net actuarial loss |
||||||||||||||||
| Net periodic pension cost |
$ | $ | $ | $ | ||||||||||||
(10) Long-Term Debt
Revolving Credit Facility. We have a $
Interest rates on the Credit Facility are based upon (1) an index rate that is established at the highest of the prime rate,
Our ability to borrow available amounts under the Credit Facility will be restricted or eliminated in the event of certain covenant breaches, events of default or if we are unable to make certain representations and warranties provided for under the terms of the Credit Facility. We are required to maintain a fixed charge coverage ratio of not less than
Amortization of capitalized financing costs associated with the Credit Facility was $
(11) Earnings Per Share
The computation of basic and diluted earnings per share attributable to common shareholders is as follows:
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| April 2, |
April 3, |
April 2, |
April 3, |
|||||||||||||
| (In thousands, except per share amounts) |
2022 |
2021 |
2022 |
2021 |
||||||||||||
| Net earnings |
$ | $ | $ | $ | ||||||||||||
| Basic weighted average shares outstanding |
||||||||||||||||
| Dilutive effect of stock-based compensation |
||||||||||||||||
| Diluted weighted average shares outstanding |
||||||||||||||||
| Net earnings per share: |
||||||||||||||||
| Basic |
$ | $ | $ | $ | ||||||||||||
| Diluted |
$ | $ | $ | $ | ||||||||||||
Options that were antidilutive and not included in the dilutive earnings per share calculation amounted to
(12) Share Repurchases
On November 18, 2008, our Board of Directors approved a share repurchase authorization to buy back up to $
(13) Other Financial Data
Balance sheet information
| April 2, |
October 2, |
|||||||
| (In thousands) |
2022 |
2021 |
||||||
| Accounts receivable, net: |
||||||||
| Accounts receivable |
$ | $ | ||||||
| Less allowance for doubtful accounts |
( |
) | ( |
) | ||||
| Total |
$ | $ | ||||||
| Inventories: |
||||||||
| Raw materials |
$ | $ | ||||||
| Work in process |
||||||||
| Finished goods |
||||||||
| Total |
$ | $ | ||||||
| Other current assets: |
||||||||
| Prepaid insurance |
$ | $ | ||||||
| Other |
||||||||
| Total |
$ | $ | ||||||
| Other assets: |
||||||||
| Cash surrender value of life insurance policies |
$ | $ | ||||||
| Assets held for sale |
||||||||
| Right-of-use asset |
||||||||
| Capitalized financing costs, net |
||||||||
| Other |
||||||||
| Total |
$ | $ | ||||||
| Property, plant and equipment, net: |
||||||||
| Land and land improvements |
$ | $ | ||||||
| Buildings |
||||||||
| Machinery and equipment |
||||||||
| Construction in progress |
||||||||
| Less accumulated depreciation |
( |
) | ( |
) | ||||
| Total |
$ | $ | ||||||
| Accrued expenses: |
||||||||
| Salaries, wages and related expenses |
$ | $ | ||||||
| Income taxes |
||||||||
| Customer rebates |
||||||||
| Operating lease liability |
||||||||
| Property taxes |
||||||||
| State sales and use taxes |
||||||||
| Sales allowance reserves |
||||||||
| Other |
||||||||
| Total |
$ | $ | ||||||
| Other liabilities: |
||||||||
| Deferred compensation |
$ | $ | ||||||
| Deferred income taxes |
||||||||
| Operating lease liability |
||||||||
| Total |
$ | $ | ||||||
(14) Business Segment Information
Our operations are entirely focused on the manufacture and marketing of steel wire reinforcing products for concrete construction applications. Our concrete reinforcing products consist of two product lines: PC strand and welded wire reinforcement. Based on the criteria specified in ASC Topic 280, Segment Reporting, we have
(15) Leases
We have operating leases for certain equipment, office space and vehicles. We determine whether an arrangement is a lease at its inception if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Leases with an initial term of twelve months or less are not recorded on our consolidated balance sheets. Lease expense for operating leases with original terms of more than twelve months was $
Most of our leases include options to extend or terminate the leases which are exercised at our sole discretion. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate, which approximates the rate to borrow on a collateralized basis, as of the commencement date in determining the present value of lease payments.
Supplemental cash flow and non-cash information related to leases is as follows:
| Six Months Ended |
||||||||
| (In thousands) |
April 2, 2022 |
April 3, 2021 |
||||||
| Cash paid for operating leases included in operating cash flows |
$ | $ | ||||||
| Right-of-use assets obtained in exchange for new lease obligations |
||||||||
Supplemental balance sheet information related to leases is as follows:
| (In thousands) |
April 2, 2022 |
October 2, 2021 |
||||||
| Right-of-use assets: |
||||||||
| Other assets |
$ | $ | ||||||
| Lease liabilities: |
||||||||
| Accrued expenses |
||||||||
| Other liabilities |
||||||||
| Total operating lease liabilities |
$ | $ | ||||||
The weighted average remaining lease terms and discount rates for operating leases are as follows:
| April 2, 2022 |
October 2, 2021 |
|||||||
| Weighted average lease term (years) |
||||||||
| Weighted average discount rate |
% | % | ||||||
Aggregate future operating lease payments as of April 2, 2022 are as follows:
| (In thousands) |
||||
| 2022 |
$ | |||
| 2023 |
||||
| 2024 |
||||
| 2025 |
||||
| Total future operating lease payments |
||||
| Less: imputed interest |
( |
) | ||
| Present value of lease liabilities |
$ |
(16) Contingencies
Insurance recoveries. We maintain general liability, business interruption and replacement cost property insurance coverage on our facilities.
Legal proceedings. We are involved in lawsuits, claims, investigations and proceedings, including commercial, environmental and employment matters, which arise in the ordinary course of business. We do not expect the ultimate outcome or cost to resolve these matters will have a material adverse effect on our financial position, results of operations or cash flows.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, particularly under the caption “Outlook” below. When used in this report, the words “believes,” “anticipates,” “expects,” “estimates,” “appears,” “plans,” “intends,” “continue,” “outlook,” “may,” “should,” “could” and similar expressions are intended to identify forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, they are subject to numerous risks and uncertainties and involve certain assumptions. Actual results may differ materially from those expressed in forward-looking statements, and we can provide no assurances that such plans, intentions or expectations will be implemented or achieved. Many of these risks and uncertainties are discussed in detail, and where appropriate, updated in our filings with the U.S. Securities and Exchange Commission (“SEC”), in particular in our Annual Report on Form 10-K for the fiscal year ended October 2, 2021 (our “2021 Annual Report”). You should carefully review these risks and uncertainties.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. All forward-looking statements speak only to the respective dates on which such statements are made and we do not undertake any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as may be required by law.
It is not possible to anticipate and list all risks and uncertainties that may affect our business, future operations or financial performance; however, they include, but are not limited to, the following:
| ● |
the impact of COVID-19 on the economy, demand for our products and our operations, including the measures taken by governmental authorities to address it, which may precipitate or exacerbate other risks and/or uncertainties; |
| ● |
general economic and competitive conditions in the markets in which we operate; |
| ● |
changes in the spending levels for nonresidential and residential construction and the impact on demand for our products; |
| ● |
changes in the amount and duration of transportation funding provided by federal, state and local governments and the impact on spending for infrastructure construction and demand for our products; |
| ● |
the cyclical nature of the steel and building material industries; |
| ● |
credit market conditions and the relative availability of financing for us, our customers and the construction industry as a whole; |
| ● |
fluctuations in the cost and availability of our primary raw material, hot-rolled carbon steel wire rod, from domestic and foreign suppliers; |
| ● |
competitive pricing pressures and our ability to raise selling prices in order to recover increases in raw material or operating costs; |
| ● |
changes in U.S. or foreign trade policy affecting imports or exports of steel wire rod or our products; |
| ● |
unanticipated changes in customer demand, order patterns and inventory levels; |
| ● |
the impact of fluctuations in demand and capacity utilization levels on our unit manufacturing costs; |
| ● |
our ability to further develop the market for engineered structural mesh (“ESM”) and expand our shipments of ESM; |
| ● |
legal, environmental, economic, geopolitical or regulatory developments that significantly impact our business or operating costs; |
| ● |
unanticipated plant outages, equipment failures or labor difficulties; and |
| ● |
the “Risk Factors” discussed in our 2021 Annual Report and in other filings made by us with the SEC. |
Overview
Insteel Industries, Inc. (“we,” “us,” “our,” “the Company” or “Insteel”) is the nation’s largest manufacturer of steel wire reinforcing products for concrete construction applications. We manufacture and market prestressed concrete strand (“PC strand”) and welded wire reinforcement, including ESM, concrete pipe reinforcement and standard welded wire reinforcement. Our products are sold primarily to manufacturers of concrete products that are used in nonresidential construction. We market our products through sales representatives who are our employees. We sell our products nationwide across the U.S. and, to a much lesser extent, into Canada, Mexico, and Central and South America, delivering them primarily by truck, using common or contract carriers. Our business strategy is focused on: (1) achieving leadership positions in our markets; (2) operating as the lowest cost producer in our industry; and (3) pursuing growth opportunities within our core businesses that further our penetration of the markets we currently serve or expand our footprint.
Impact of COVID-19
Despite the significant disruption in the U.S. and global economies, including supply chain challenges and labor market obstacles, COVID-19 has had a limited impact on our financial position and results of operation to date. We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business and the potential effect on our financial position, results of operations, and cash flows. There are many uncertainties regarding the future and ultimate impact that COVID-19 will have on all aspects of our business. We will continue to assess and make adjustments as necessary.
Results of Operations
Statements of Operations – Selected Data
(Dollars in thousands)
| Three Months Ended |
Six Months Ended |
|||||||||||||||||||||||
| April 2, |
April 3, |
April 2, |
April 3, |
|||||||||||||||||||||
| 2022 |
Change |
2021 |
2022 |
Change |
2021 |
|||||||||||||||||||
| Net sales |
$ | 213,209 | 53.4 | % | $ | 138,999 | $ | 391,668 | 51.5 | % | $ | 258,604 | ||||||||||||
| Gross profit |
57,069 | 88.8 | % | 30,228 | 99,433 | 98.6 | % | 50,079 | ||||||||||||||||
| Percentage of net sales |
26.8 | % | 21.7 | % | 25.4 | % | 19.4 | % | ||||||||||||||||
| Selling, general and administrative expense |
$ | 7,202 | (30.3 | %) | $ | 10,330 | $ | 19,483 | 3.2 | % | $ | 18,883 | ||||||||||||
| Percentage of net sales |
3.4 | % | 7.4 | % | 5.0 | % | 7.3 | % | ||||||||||||||||
| Restructuring charges (recoveries), net |
$ | (365 | ) | (167.0 | %) | $ | 545 | $ | (318 | ) | (126.5 | %) | $ | 1,202 | ||||||||||
| Other expense (income), net |
(11 | ) | (114.7 | %) | 75 | (16 | ) | (118.2 | %) | 88 | ||||||||||||||
| Interest expense |
23 | (4.2 | %) | 24 | 45 | (8.2 | %) | 49 | ||||||||||||||||
| Interest income |
(10 | ) | 100.0 | % | (5 | ) | (24 | ) | 140.0 | % | (10 | ) | ||||||||||||
| Effective income tax rate |
22.3 | % | 22.5 | % | 22.6 | % | 22.8 | % | ||||||||||||||||
| Net earnings |
$ | 39,017 | 161.5 | % | $ | 14,920 | $ | 62,146 | 169.5 | % | $ | 23,063 | ||||||||||||
Second Quarter of Fiscal 2022 Compared to Second Quarter of Fiscal 2021
Net Sales
Net sales for the second quarter of 2022 increased 53.4% to $213.2 million from $139.0 million in the prior year quarter, reflecting a 65.4% increase in average selling prices partially offset by a 7.2% decrease in shipments. The increase in average selling prices was driven by price increases implemented to recover the escalation in raw material costs together with strong demand for our products. The decrease in shipments was due to the impact of sustained tight supply conditions for raw materials during the current year quarter. Shipments in the current and prior year quarter were not materially impacted by the COVID-19 pandemic.
Gross Profit
Gross profit for the second quarter of 2022 increased 88.8% to $57.1 million, or 26.8% of net sales, from $30.2 million, or 21.7% of net sales, in the prior year quarter due to higher spreads between average selling prices and raw material costs ($31.7 million) partially offset by higher manufacturing costs ($2.9 million) and a decrease in shipments ($2.0 million). The increase in spreads was driven by higher average selling prices ($84.2 million) partially offset by higher raw material costs ($51.2 million) and freight expense ($1.3 million).
Selling, General and Administrative Expense
Selling, general and administrative expense (“SG&A expense”) for the second quarter of 2022 decreased 30.3% to $7.2 million, or 3.4% of net sales, from $10.3 million, or 7.4% of net sales, in the prior year quarter primarily due to lower compensation ($3.6 million), legal ($631,000) and employee benefits ($502,000) expense partially offset by the relative year-over-year changes in the cash surrender value of life insurance policies ($1.4 million). The decrease in compensation expense was largely driven by lower incentive plan expense due to previously achieving the maximum incentive plan benefit during the first quarter due to our strong financial results. The decrease in employee benefits expense was due to a net gain on the settlement of life insurance policies ($364,000) as well as lower employee health insurance costs in the current year quarter. The decrease in legal expense was due to costs associated with trade matters incurred in the prior year quarter. The cash surrender value of life insurance policies decreased $566,000 in the current year quarter compared with an increase of $804,000 in the prior year quarter due to the corresponding changes in the value of the underlying investments.
Restructuring Charges (Recoveries), Net
Net restructuring recoveries of $365,000 were incurred in the second quarter of 2022 related to the closure of the Summerville, South Carolina facility, which had been acquired through the Strand-Tech Manufacturing, Inc. acquisition, and consolidation of our PC strand operations. Net restructuring recoveries for the current quarter included a gain on sale of the Summerville facility ($622,000) partially offset by facility closure ($257,000) costs. Net restructuring charges of $545,000 were incurred in the prior year quarter for equipment relocation ($286,000) and facility closure ($259,000) costs.
Income Taxes
Our effective tax rate for the second quarter of 2022 decreased to 22.3% from 22.5% for the prior year quarter primarily due to changes in book versus tax difference.
Net Earnings
Net earnings for the second quarter of 2022 increased to $39.0 million ($1.99 per diluted share) from $14.9 million ($0.76 per diluted share) in the prior year quarter primarily due to the increase in gross profit and lower SG&A expense.
First Half of Fiscal 2022 Compared to First Half of Fiscal 2021
Net Sales
Net sales for the first half of 2022 increased 51.5% to $391.7 million from $258.6 million in the same year-ago period, reflecting a 67.5% increase in average selling prices partially offset by a 9.5% decrease in shipments. The increase in average selling prices was driven by price increases implemented to recover the escalation in raw material costs together with strong demand for our products. The decrease in shipments was due to the impact of sustained tight supply conditions for raw materials during the current year period. Shipments for both periods were not materially impacted by the COVID-19 pandemic.
Gross Profit
Gross profit for the first half of 2022 increased 98.6% to $99.4 million, or 25.4% of net sales, from $50.1 million, or 19.4% of net sales, in the same year-ago period. The year-over-year increase was primarily due to higher spreads between average selling prices and raw material costs ($58.7 million) partially offset by higher manufacturing costs ($5.5 million) and a decrease in shipments ($4.4 million). The increase in spreads was driven by higher average selling prices ($157.4 million) partially offset by higher raw material costs ($95.9 million) and freight expense ($2.8 million).
Selling, General and Administrative Expense
SG&A expense for the first half of 2022 increased 3.2% to $19.5 million, or 5.0% of net sales, from $18.9 million, or 7.3% of net sales, in the same year-ago period primarily due to the relative year-over-year changes in the cash surrender value of life insurance policies ($1.6 million), higher compensation ($260,000) and travel ($223,000) expense partially offset by lower legal ($1.3 million) and employee benefit ($422,000) expense. The cash surrender value of life insurance policies decreased $451,000 in the current year period compared with an increase of $1.2 million in the prior year period due to the corresponding changes in the value of the underlying investments. The decrease in legal expense was primarily related to costs associated with trade matters incurred in the prior year period. The decrease in employee benefits expense was due to a net gain on the settlement of life insurance policies ($364,000) as well as lower employee health insurance costs in the current year period.
Restructuring Charges (Recoveries), Net
Net restructuring recoveries of $318,000 were incurred in the first half of 2022 related to the closure of the Summerville, South Carolina facility, which had been acquired through the Strand-Tech Manufacturing, Inc. acquisition, and consolidation of our PC strand operations. Net restructuring recoveries for the current period included a gain on sale of the Summerville facility ($622,000) partially offset by facility closure ($304,000) costs. Net restructuring charges of $1.2 million were incurred in the prior period for facility closure ($811,000), equipment relocation ($374,000), employee separation ($13,000) costs and asset impairment charges ($4,000).
Income Taxes
Our effective tax rate for the first half of 2022 decreased to 22.6% from 22.8% for the same year ago period primarily due to changes in book versus tax difference.
Net Earnings
Net earnings for the first half of 2022 increased to $62.1 million ($3.17 per diluted share) from $23.1 million ($1.18 per diluted share) in the same year-ago period primarily due to the increase in gross profit partially offset by higher SG&A expense.
Liquidity and Capital Resources
Selected Financial Data
(Dollars in thousands)
| Six Months Ended |
||||||||
| April 2, |
April 3, |
|||||||
| 2022 |
2021 |
|||||||
| Net cash provided by operating activities |
$ | 20,066 | $ | 29,239 | ||||
| Net cash used for investing activities |
(86 | ) | (8,923 | ) | ||||
| Net cash used for financing activities |
(40,139 | ) | (30,064 | ) | ||||
| Net working capital |
208,988 | 133,049 | ||||||
| Total debt |
- | - | ||||||
| Percentage of total capital |
- | - | ||||||
| Shareholders' equity |
$ | 325,147 | $ | 258,736 | ||||
| Percentage of total capital |
100.0 | % | 100.0 | % | ||||
| Total capital (total debt + shareholders' equity) |
$ | 325,147 | $ | 258,736 | ||||
Operating Activities
Operating activities provided $20.1 million of cash during the first half of 2022 primarily from net earnings adjusted for non-cash items together with a net decrease in working capital. Working capital used $54.0 million of cash due to a $48.0 million increase in inventories and a $12.8 million increase in accounts receivable partially offset by a $6.8 million increase in accounts payable and accrued expenses. The increase in inventories was the result of higher raw material purchases near the end of the period together with higher average unit costs. The increase in accounts receivable was due to the seasonal increase in shipments together with higher average selling prices. The increase in accounts payable and accrued expenses was largely due to the timing of payments related to raw material purchases.
Operating activities provided $29.2 million of cash during the first half of 2021 primarily from net earnings adjusted for non-cash items together with a net decrease in working capital. Working capital used $1.3 million of cash due to a $4.3 million increase in accounts receivable partially offset by a $2.7 million increase in accounts payable and accrued expenses and a $0.3 million decrease in inventories. The increase in accounts receivable was largely driven by the seasonal increase in shipments together with higher average selling prices. The increase in accounts payable and accrued expenses was largely related to higher raw material purchases near the end of the period together with an increase in accrued salaries, wages and related expenses partially offset by decreases in the contingent earnout liability and Strand-Tech Manufacturing Inc. acquisition holdback and lower accrued customer rebates. The decrease in inventories was due to higher shipments during the period partially offset by higher unit costs.
We may elect to adjust our operating activities as there are changes in our construction end-markets, which could materially impact our cash requirements. While a downturn in the level of construction activity adversely affects sales to our customers, it generally reduces our working capital requirements.
Investing Activities
Investing activities used $0.1 million of cash during the first half of 2022 compared to $8.9 million during the prior year period primarily due to the receipt of proceeds from the sale of assets held for sale ($6.9 million) and life insurance claims ($1.5 million). Capital expenditures decreased to $8.6 million from $8.8 million in the prior year period and are expected to total up to $25.0 million for fiscal 2022, which include expenditures to advance the growth of our engineered structural mesh business and support cost and productivity improvement initiatives in addition to recurring maintenance requirements.
Our investing activities are largely discretionary, providing us with the ability to significantly curtail outlays when warranted based on business conditions.
Financing Activities
Financing activities used $40.1 million of cash during the first half of 2022 compared to $30.1 million during the prior year period. During the first half of 2022, we declared and paid a special dividend totaling $38.8 million, or $2.00 per share, and regular quarterly dividend totaling $1.2 million, or $0.06 per share. During the first half of 2021, we declared and paid a special dividend totaling $29.0 million, or $1.50 per share, and a regular quarterly dividend totaling $1.2 million, or $0.06 per share.
Cash Management
Our cash is principally concentrated at one financial institution, which at times exceeds federally insured limits. We invest excess cash primarily in money market funds, which are highly liquid securities that bear minimal risk.
Credit Facility
We have a $100.0 million revolving credit facility (the “Credit Facility”) that is used to supplement our operating cash flow and fund our working capital, capital expenditure, general corporate and growth requirements. In May 2019, we entered into a new credit agreement, which amended and restated in its entirety the previous agreement pertaining to the revolving credit facility that had been in effect since June 2010. The new credit agreement, among other changes, extended the maturity date of the Credit Facility from May 13, 2020 to May 15, 2024 and provided for an accordion feature whereby its size may be increased by up to $50.0 million, subject to our lender’s approval. Advances under the Credit Facility are limited to the lesser of the revolving loan commitment amount (currently $100.0 million) or a borrowing base amount that is calculated based upon a percentage of eligible receivables and inventories. As of April 2, 2022, no borrowings were outstanding on the Credit Facility, $98.6 million of borrowing capacity was available and outstanding letters of credit totaled $1.4 million (see Note 10 to the consolidated financial statements).
We believe that, in the absence of significant unanticipated funding requirements, cash and cash equivalents, net cash generated by operating activities and the borrowing availability provided under the Credit Facility will be sufficient to satisfy our expected requirements for working capital, capital expenditures, dividends and share repurchases, if any. We expect to have access to the amounts available under the Credit Facility as required. However, should we experience future reductions in our operating cash flows due to weakening conditions in our construction end-markets and reduced demand from our customers, we may need to curtail capital and operating expenditures, cease dividend payments, delay or restrict share repurchases and/or realign our working capital requirements.
Should we determine, at any time, that we require additional short-term liquidity, we would evaluate the alternative sources of financing that would be potentially available to provide such funding. There can be no assurance that any such financing, if pursued, would be obtained, or if obtained, would be adequate or on terms acceptable to us. However, we believe that our strong balance sheet and borrowing capacity available to us under our Credit Facility position us to meet our anticipated liquidity requirements for the foreseeable future, including the next 12 months.
Seasonality and Cyclicality
Demand in our markets is both seasonal and cyclical, driven by the level of construction activity, but can also be impacted by fluctuations in the inventory positions of our customers. From a seasonal standpoint, shipments typically reach their highest level of the year when weather conditions are the most conducive to construction activity. As a result, assuming normal seasonal weather patterns, shipments and profitability are usually higher in the third and fourth quarters of the fiscal year and lower in the first and second quarters. From a cyclical standpoint, construction activity and demand for our products is generally correlated with general economic conditions, although there can be significant differences between the relative strength of nonresidential and residential construction for extended periods.
Impact of Inflation
We are subject to inflationary risks arising from fluctuations in the market prices for our primary raw material, hot-rolled carbon steel wire rod, and, to a much lesser extent, freight, energy and other consumables that are used in our manufacturing processes. We have generally been able to adjust our selling prices to pass through increases in these costs or offset them through various cost reduction and productivity improvement initiatives. However, our ability to raise our selling prices depends on market conditions and competitive dynamics, and there may be periods during which we are unable to fully recover increases in our costs. During the first half of 2022, we were successful in implementing price increases sufficient to recover the escalation in our raw material costs that occurred over the course of the period. The timing and magnitude of any future increases in our raw material costs and the selling prices for our products is uncertain at this time.
Contractual Obligations
There have been no material changes in our contractual obligations and commitments as disclosed in our 2021 Annual Report other than those which occur in the ordinary course of business.
Critical Accounting Estimates
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information. The preparation of our financial statements requires the application of these accounting principles in addition to certain estimates and judgments based on current available information, actuarial estimates, historical results and other assumptions believed to be reasonable. These estimates, assumptions and judgments are affected by our application of accounting policies, which are discussed in our 2021 Annual Report. Estimates are used for, but not limited to, determining the net carrying value of trade accounts receivable, inventories, recording self-insurance liabilities and other accrued liabilities. Estimates are also used in establishing opening balances in relation to purchase accounting. Actual results could differ from these estimates. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” included in our 2021 Annual Report for further information regarding our critical accounting policies and estimates. As of April 2, 2022, none of our accounting estimates were deemed to be critical for the accounting periods presented, which is consistent with our assessment of critical accounting estimates disclosed in our 2021 Annual Report.
Recent Accounting Pronouncements
Refer to Note 2 of the Notes to Consolidated Financial Statements in Item 1 of this Quarterly Report for recently adopted and issued accounting pronouncements including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements.
Outlook
Our business conditions remain positive driven by robust demand from our customer base. Looking ahead to the balance of our fiscal year, we expect strong financial results from underlying strength across all our non-residential construction markets in addition to the usual season upturn in demand that occurs during our third and fourth quarters.
Inadequate supplies of domestically produced hot rolled steel wire rod, our principal raw material, continue to be a concern. As a result, we have increasingly supplemented our raw material requirements with foreign sources, which should support anticipated demand and mitigate any plant operational disruptions for the balance of the fiscal year. In addition, while we have been successful in recovering the rapidly increasing prices for steel wire rod, record high steel prices remain a concern, yet they have not demonstrated any impact to demand to date.
We will continue to focus on those factors that we can reasonably control including closely managing expenses; aligning our production schedules with demand to minimize our cash operating costs; and pursuing further improvements in the productivity and effectiveness of all our manufacturing, selling and administrative activities. We also expect gradually increasing contributions from the substantial investments we have made in recent years, and expect to continue to make in our facilities in the form of reduced operating costs and additional capacity to support future growth. Also, we will continue to pursue acquisitions opportunistically to expand our penetration of markets we currently serve or to expand our footprint.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our cash flows and earnings are subject to fluctuations resulting from changes in commodity prices, interest rates and foreign exchange rates. We manage our exposure to these market risks through internally established policies and procedures and, when appropriate, the use of derivative financial instruments. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. We monitor our underlying market risk exposures on an ongoing basis and believe we can modify or adapt our hedging strategies as necessary.
Commodity Prices
We are subject to significant fluctuations in the cost and availability of our primary raw material, hot-rolled carbon steel wire rod, which we purchase from both domestic and foreign suppliers. We negotiate quantities and pricing for both domestic and foreign wire rod purchases for varying periods (most recently monthly for domestic suppliers), depending upon market conditions, to manage our exposure to price fluctuations and to ensure adequate availability of material consistent with our requirements. We do not use derivative commodity instruments to hedge our exposure to changes in prices as such instruments are not currently available for wire rod. Our ability to acquire wire rod from foreign sources on favorable terms is impacted by fluctuations in foreign currency exchange rates, foreign taxes, duties, tariffs, quotas and other trade actions. Although changes in our wire rod costs and selling prices tend to be correlated, in weaker market environments, we may be unable to fully recover increased wire rod costs through higher selling prices, which would reduce our earnings and cash flows. Additionally, when raw material costs decline, our financial results may be negatively impacted if the selling prices for our products decrease to an even greater extent and if we are consuming higher cost material from inventory. Based on our shipments and average wire rod cost reflected in cost of sales for the first half of 2022, a 10% increase in the price of wire rod would have resulted in a $22.3 million decrease in our pre-tax earnings (assuming there was not a corresponding change in our selling prices).
Interest Rates
Although we did not have any balances outstanding on our Credit Facility as of April 2, 2022, future borrowings under the facility are subject to a variable rate of interest and are sensitive to changes in interest rates.
Foreign Exchange Exposure
We have not typically hedged foreign currency exposures related to transactions denominated in currencies other than U.S. dollars, as such transactions have not been material historically. We will occasionally hedge firm commitments for certain equipment purchases that are denominated in foreign currencies. The decision to hedge any such transactions is made by us on a case-by-case basis. There were no forward contracts outstanding as of April 2, 2022.
Item 4. Controls and Procedures
We have conducted an evaluation of the effectiveness of our disclosure controls and procedures as of April 2, 2022. This evaluation was conducted under the supervision and with the participation of management, including our principal executive officer and our principal financial officer. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Further, they concluded that our disclosure controls and procedures were effective to ensure that information is accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
There has been no change in our internal control over financial reporting that occurred during the quarter ended April 2, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in lawsuits, claims, investigations and proceedings, including commercial, environmental and employment matters, which arise in the ordinary course of business. We do not anticipate that the ultimate costs to resolve these matters will have a material adverse effect on our financial position, results of operations or cash flows.
Item 1A. Risk Factors
During the quarter ended April 2, 2022, there have been no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in our 2021 Annual Report. You should carefully consider these factors in addition to the other information set forth in this report which could materially affect our business, financial condition or future results. The risks and uncertainties described in this report and in our 2021 Annual Report, as well as other reports and statements that we file with the SEC, are not the only risks and uncertainties facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our financial position, results of operations or cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On November 18, 2008, our Board of Directors approved a share repurchase authorization to buy back up to $25.0 million of our outstanding common stock (the “Authorization”). Repurchases may be made from time to time in the open market or in privately negotiated transactions subject to market conditions, applicable legal requirements and other factors. We are not obligated to acquire any common stock and may commence or suspend the program at any time at our discretion without prior notice. The Authorization continues in effect until terminated by our Board of Directors. As of April 2, 2022, there was $24.8 million remaining available for future share repurchases under the Authorization. There were no share repurchases during the three- and six-month periods ended April 2, 2022 and April 3, 2021.
Item 6. Exhibits
| 10.1* |
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| 10.2* | Form of Stock Option Agreement under the 2015 Equity Incentive Plan of Insteel Industries, Inc. |
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 |
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| 32.1 |
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| 32.2 |
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| 101 |
The following financial information from the Quarterly Report on Form 10-Q of Insteel Industries, Inc. for the quarter ended April 2, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations and Comprehensive Income for the three and six months ended April 2, 2022 and April 3, 2021, (ii) the Consolidated Balance Sheets as of April 2, 2022 and October 2, 2021, (iii) the Consolidated Statements of Cash Flows for the six months ended April 2, 2022 and April 3, 2021, (iv) the Consolidated Statements of Shareholders’ Equity for the three and six months ended April 2, 2022 and April 3, 2021, and (v) the Notes to Consolidated Financial Statements. |
| 104 |
The cover page from our Quarterly Report on Form 10-Q for the quarter ended April 2, 2022, formatted in iXBRL and contained in Exhibit 101. |
| * Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 1-09929. |
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 thereunto duly authorized.
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INSTEEL INDUSTRIES, INC. |
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| Date: April 21, 2022 |
By: |
/s/ Mark A. Carano |
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Mark A. Carano |
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Senior Vice President, Chief Financial Officer and Treasurer |
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Exhibit 10.1
2015 EQUITY INCENTIVE PLAN
OF
INSTEEL INDUSTRIES, INC.
Restricted Stock Unit Agreement
RECITALS:
In furtherance of the purposes of the 2015 Equity Incentive Plan of Insteel Industries, Inc., as amended (the “Plan"), and in consideration of the services of the Participant and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and the Participant hereby agree as follows:
1. Incorporation of Plan. The rights and duties of the Corporation and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are expressly incorporated herein by reference and made a part hereof. In the event of any conflict between the provisions in the Agreement and those of the Plan, the provisions of the Plan shall govern. Unless otherwise defined herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.
2. Grant of Restricted Stock Units. The Corporation hereby grants to the Participant pursuant to the Plan, as a matter of separate inducement and agreement in connection with his employment or service to the Corporation, and not in lieu of any salary or other compensation for his services, the number of Restricted Stock Units ("RSUs") subject to the restrictions and other conditions set forth on the Notice of Grant of Restricted Stock Units and in this Restricted Stock Unit Agreement. Each RSU shall entitle the Participant to receive one share of the Corporation's common stock on the vesting date, subject to the terms of the Plan and this Agreement.
3. Vesting. Subject to Section 4 hereof, the RSUs shall become vested and nonforfeitable as set forth in the Notice of Grant of Restricted Stock Units. RSUs shall be settled solely in shares of the Corporation's common stock. As soon as practicable after the vesting date specified on the Notice, the Participant shall receive one share of common stock for each RSU vesting on such date.
4. Termination of Employment; Change in Control. Except as otherwise expressly provided in this Section 4 or as determined by the Administrator, all rights of the Participant under the Plan with respect to the unvested portion of the RSU shall terminate upon termination of the employment of the Participant with the Corporation or a Related Corporation. RSUs that have not vested as of the Participant's termination shall be forfeited by the Participant to the Corporation without payment of any consideration by the Corporation, and neither the Participant, nor any successor, heir, assign or personal representative of the Participant, shall have any further right to or interest in the RSUs. Notwithstanding the foregoing:
(a) If the employment of the Participant is terminated because of death or Disability, the RSUs shall immediately vest.
(b) If the employment of the Participant terminates because of Retirement, the RSUs shall immediately vest. For this purpose, Retirement means the Participant's termination of employment other than by reason of death or Disability after having (i) attained age 55, (ii) completed 10 “years of service” (as that term is defined in the Insteel Industries, Inc. Retirement Savings Plan) with the Corporation or a Related Corporation, and (iii) provided at least four months’ prior notice to the Corporation of the Participant’s planned retirement date; or, if prior to having fulfilled all three of such conditions, only after having obtained the prior permission of the Committee. Notwithstanding the foregoing, the Committee in its sole and absolute discretion may determine that a Participant shall not be entitled to receive the benefits that would otherwise accrue upon Retirement if the Participant engages in Conflicting Activities (as defined in Section 4(c)). The Participant understands and agrees that neither this provision nor any other provision of this Agreement prohibits the Participant from engaging in Conflicting Activities but only provides that the Participant’s RSUs will not immediately vest upon the Participant’s termination of employment from the Corporation or a Related Corporation if he or she engages in Conflicting Activities.
(c) “Conflicting Activities” means, without the advance, express, written consent of the Committee:
(i) The Participant is or becomes a principal, owner, officer, director, shareholder, or other equity owner (other than a holder of less than five percent (5%) of the outstanding shares or other equity interest of a publicly traded company) of a Direct Competitor (as defined in Section 4(d));
(ii) The Participant is or becomes a partner or joint venture in any business or other enterprise or undertaking with a Direct Competitor; or
(iii) The Participant becomes employed by or performs services (including contract, consulting, or advisory services) for a Direct Competitor in any geographic area where the Company or an affiliate of the Company materially conducts business if the Participant’s services are similar in any material way to the services he or she performed for the Corporation or a Related Corporation in the 12 months preceding the Participant’s termination of employment from the Corporation or a Related Corporation.
(d) “Direct Competitor” means any entity or other business concern that manufactures and/or markets steel products for reinforcing concrete.
(e) Upon a Change in Control, the provisions of Section 19 of the Plan will apply.
5. No Right of Continued Employment. Nothing contained in this Agreement or the Plan shall confer upon the Participant any right to continue in the employment or service of the Corporation or a Related Corporation or interfere with the right of the Corporation or a Related Corporation to terminate the Participant's employment or service at any time.
6. Nontransferability of RSUs. The RSU shall not be transferable until it has become vested.
7. Dividend Equivalents. On the first regular payroll date of the Corporation following each dividend payment date on the Corporation's common stock, the Corporation will pay to the Participant a cash amount per RSU equivalent to the cash dividend paid per share on the corporation's outstanding common stock.
8. Fractional Shares. Fractional shares shall not be issuable hereunder, and when any provision hereof may entitle the Participant to a fractional share, such fractional share shall be disregarded.
9. Compliance with Recoupment, Ownership and Other Policies and Agreements. As a condition to receiving the RSUs, the Participant agrees that he or she shall abide by all provisions of any equity retention policy, compensation recovery (clawback) policy, stock ownership guidelines and/or other similar policies maintained by the Corporation, each as in effect from time to time and to the extent applicable to the Participant from time to time. In addition, the Participant shall be subject to such compensation recovery, recoupment, forfeiture, or other similar provisions as may apply at any time to the Participant under applicable law.
10. Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of the Corporation with respect to the grant of the RSUs or any related or similar rights, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, next-of-kin, successors and assigns.
11. Governing Law. Except as otherwise provided in the Plan or herein, this Agreement shall be construed and enforced according to the laws of the State of North Carolina, without regard to the conflict of laws provisions of any state.
12. Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be modified or amended only by the written agreement of the parties hereto. The waiver by the Corporation of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.
13. Withholding. The Participant acknowledges that the Corporation shall require the Participant to pay the Corporation the amount of any federal, state, local or other tax or other amount required by any governmental authority to be withheld and paid over by the Corporation to such authority for the account of the Participant, and the Participant agrees, as a condition to the grant of the RSUs, to satisfy such obligations.
14. Section 409A of the Code. If any provision of the Plan or this Agreement would result in the Participant becoming subject to any penalty under Section 409(A) of the Code, any rights of the Participant or authority of the Corporation with respect to the RSUs shall be automatically modified and limited to the extent necessary to avoid the imposition of such penalty.
15. Administration. The authority to construe and interpret this Agreement and the Plan and to administer all aspects of the Plan shall be vested in the Administrator, and the Administrator shall have all powers with respect to this Agreement as are provided in the Plan. Any interpretation of the Agreement by the Administrator and any decision made by it with respect to the Agreement is final and binding.
16. Notices. Except as may be otherwise provided by the Plan, any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailed but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant's address indicated by the Corporation's records, or if to the Corporation, at the Corporation's principal office.
17. Severability. The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
18. Other Restrictions. The Corporation may impose such restrictions on the vesting of the RSUs as it may deem advisable, including without limitation restrictions under the federal securities laws, the requirements of any stock exchange or similar organization and any blue sky or state securities laws applicable to such shares. Notwithstanding any other provision in the Plan or the Agreement to the contrary, the Corporation shall not be obligated to vest the RSUs to make any other distribution of benefits, or to take any other action, unless such vesting, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the Securities Act).
Exhibit 10.2
2015 EQUITY INCENTIVE PLAN
OF
INSTEEL INDUSTRIES, INC.
Stock Option Agreement
R E C I T A L S :
In furtherance of the purposes of the 2015 Equity Incentive Plan of Insteel Industries, Inc., as amended (the “Plan”), and in consideration of the services of the Optionee and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and the Optionee hereby agree as follows:
1. Incorporation of Plan. The rights and duties of the Corporation and the Optionee under this Stock Option Agreement (the “Agreement”) shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are expressly incorporated herein by reference and made a part hereof. In the event of any conflict between the provisions in the Agreement and those of the Plan, the provisions of the Plan shall govern. Unless otherwise defined herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.
2. Grant of Option; Term of Option. The Corporation hereby grants to the Optionee pursuant to the Plan, as a matter of separate inducement and agreement in connection with his employment or service to the Corporation, and not in lieu of any salary or other compensation for his services, the right and Option (the “Option”) to purchase all or any part of an aggregate of shares (the “shares”) of the common stock (the “Common Stock”) of the Corporation and at a purchase price (the “option price”) per share as set forth on the Notice of Grant of Stock Options and Option Agreement. Options may be issued either as Nonqualified Options or Incentive Stock Options. To the extent that any Option is designated as an Incentive Stock Option and such Option does not qualify as an Incentive Stock Option, it shall be treated as a Nonqualified Option. Except as otherwise provided in the Plan, the Option will expire if not exercised in full before the date set forth on the attached Notice of Grant of Stock Options and Option Agreement.
3. Exercise of Option. The Option shall become exercisable on the date or dates and subject to such other conditions as are set forth in the Plan and on the Notice of Grant of Stock Options and Option Agreement. To the extent that an Option which is exercisable is not exercised, such Option shall accumulate and be exercisable by the Optionee in whole or in part at any time prior to expiration of the Option, subject to the terms of the Plan and this Agreement. Payment of the option price may be (i) in cash; (ii) by delivery of shares of Common Stock owned by the Optionee for at least six months at the time of exercise and acceptable to the Administrator; (iii) with respect to Nonqualified Stock Options, by shares of Common Stock withheld upon exercise, or (iv) any combination thereof; provided, that the Administrator may, in its sole and absolute discretion and subject to such terms and conditions as it deems appropriate, also permit all or a portion of the purchase price to be paid by delivery of written notice of exercise to the Corporation and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to the Corporation the amount of sale or loan proceeds to pay the Option Price. Upon the Corporation’s receipt of proper notice of exercise of the Option in whole or in part and payment of the option price, the Corporation shall as soon thereafter as practicable deliver to the Optionee a certificate or certificates for the shares purchased. Shares tendered or withheld in payment on the exercise of an Option shall be valued at their Fair Market Value on the date of exercise. In order to comply with any applicable securities laws, the Corporation may require the Optionee, prior to issuance of the Common Stock pursuant to the exercise of the Option, (i) to furnish evidence satisfactory to the Corporation (including a written and signed representation letter) to the effect that the Common Stock to be acquired will be acquired for investment only and not for resale or distribution and (ii) to agree that the Common Stock shall only be sold by the Optionee following registration under the Securities Act of 1933, as amended, or pursuant to an exemption therefrom.
4. Termination of Employment; Change in Control. Except as otherwise expressly provided in this Section 4, all rights of the Optionee under the Plan with respect to the unexercised portion of his Option (whether or not then vested and exercisable) shall terminate upon termination of the employment of the Optionee with the Corporation or a Related Corporation.
(a) If the employment of the Optionee is terminated because of death or Disability, the Option shall immediately vest and must be exercised, if at all, prior to the earlier of: (A) the first anniversary of the Optionee’s termination date, or (B) the expiration of the Option. In the event of the Optionee’s death, such Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. In the event of the Optionee’s Disability, such Option may be exercised by the Optionee’s guardian or legal representative.
(b) If the employment of the Optionee terminates because of Retirement, the Option shall immediately vest and must be exercised, if at all, prior to the earlier of: (A) 90 days following the Optionee’s termination date, or (B) the expiration of the Option. For this purpose, Retirement means the Optionee’s termination of employment other than by reason of death or Disability after having (i) attained age 55, (ii) completed 10 “years of service” (as that term is defined in the Insteel Industries, Inc. Retirement Savings Plan) with the Corporation or a Related Corporation, and (iii) provided at least four months’ prior notice to the Corporation of the Optionee’s planned retirement date; or, if prior to having fulfilled all three of such conditions, only after having obtained the prior permission of the Committee. Notwithstanding the foregoing, the Committee in its sole and absolute discretion may determine that an Optionee shall not be entitled to receive the benefits that would otherwise accrue upon Retirement if the Optionee engages in Conflicting Activities (as defined in Section 4(c)). The Optionee understands and agrees that neither this provision nor any other provision of this Agreement prohibits the Optionee from engaging in Conflicting Activities but only provides that the Optionee’s Option will not immediately vest upon the Optionee’s termination of employment from the Corporation or a Related Corporation if he or she engages in Conflicting Activities.
(c) “Conflicting Activities” means, without the advance, express, written consent of the Committee:
(i) The Optionee is or becomes a principal, owner, officer, director, shareholder, or other equity owner (other than a holder of less than five percent (5%) of the outstanding shares or other equity interest of a publicly traded company) of a Direct Competitor (as defined in Section 4(d));
(ii) The Optionee is or becomes a partner or joint venture in any business or other enterprise or undertaking with a Direct Competitor; or
(iii) The Optionee becomes employed by or performs services (including contract, consulting, or advisory services) for a Direct Competitor in any geographic area where the Company or an affiliate of the Company materially conducts business if the Optionee’s services are similar in any material way to the services he or she performed for the Corporation or a Related Corporation in the 12 months preceding the Optionee’s termination of employment from the Corporation or a Related Corporation.
(d) “Direct Competitor” means any entity or other business concern that manufactures and/or markets steel products for reinforcing concrete.
(e) If the employment of the Optionee is terminated for any reason other than death, Disability, Retirement or Cause, the unvested portion of the Option shall be forfeited and the vested portion must be exercised, if at all, prior to the earlier of: (A) 90 days following the Optionee’s termination date, or (B) the expiration of the Option.
(f) Upon a Change in Control, the provisions of Section 19 of the Plan will apply.
5. Fractional Shares. Fractional shares shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fractional share shall be disregarded.
6. No Right of Continued Employment. Nothing contained in this Agreement or the Plan shall confer upon the Optionee any right to continue in the employment or service of the Corporation or a Related Corporation or interfere with the right of the Corporation or a Related Corporation to terminate the Optionee’s employment or service at any time.
7. Nontransferability of Option. The Option shall not be transferable other than by will or the laws of intestate succession. The Option shall be exercisable during the Optionee’s lifetime only by the Optionee or, in case of the Optionee’s Disability, by the Optionee’s guardian or legal representative on the Optionee’s behalf.
8. Compliance with Recoupment, Ownership and Other Policies and Agreements. As a condition to receiving the Option, the Optionee agrees that he or she shall abide by all provisions of any equity retention policy, compensation recovery (clawback) policy, stock ownership guidelines and/or other similar policies maintained by the Corporation, each as in effect from time to time and to the extent applicable to the Optionee from time to time. In addition, the Optionee shall be subject to such compensation recovery, recoupment, forfeiture, or other similar provisions as may apply at any time to the Optionee under applicable law.
9. Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of the Corporation with respect to the grant of the Options or any related or similar rights, and the Optionee hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, next-of-kin, successors and assigns.
10. Governing Law. Except as otherwise provided in the Plan or herein, this Agreement shall be construed and enforced according to the laws of the State of North Carolina, without regard to the conflict of laws provisions of any state.
11. Amendment and Termination; Waiver. Subject to the terms of the Plan, this Agreement may be modified or amended only by the written agreement of the parties hereto. The waiver by the Corporation of a breach of any provision of the Agreement by the Optionee shall not operate or be construed as a waiver of any subsequent breach by the Optionee.
12. No Rights as Shareholder. The Optionee or his legal representatives, legatees or distributees shall not be deemed to be the holder of any shares subject to the Option and shall not have any rights of a shareholder unless and until certificates for such shares have been issued and delivered to him or them.
13. Withholding. The Optionee acknowledges that the Corporation shall require the Optionee to pay the Corporation the amount of any federal, state, local or other tax or other amount required by any governmental authority to be withheld and paid over by the Corporation to such authority for the account of the Optionee, and the Optionee agrees, as a condition to the grant of the Option, to satisfy such obligations.
14. Section 409A of the Code. If any provision of the Plan or this Agreement would result in the Optionee becoming subject to any penalty under Section 409(A) of the Code, any rights of the Optionee or authority of the Corporation with respect to the Option shall be automatically modified and limited to the extent necessary to avoid the imposition of such penalty.
15. Administration. The authority to construe and interpret this Agreement and the Plan and to administer all aspects of the Plan shall be vested in the Administrator, and the Administrator shall have all powers with respect to this Agreement as are provided in the Plan. Any interpretation of the Agreement by the Administrator and any decision made by it with respect to the Agreement is final and binding.
16. Notices. Except as may be otherwise provided by the Plan, any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailed but in no event later than the date of actual receipt. Notices shall be directed, if to the Optionee, at the Optionee’s address indicated by the Corporation’s records, or if to the Corporation, at the Corporation’s principal office.
17. Severability. The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
18. Restrictions on Shares. The Corporation may impose such restrictions on any shares issued pursuant to the exercise of the Option as it may deem advisable, including without limitation restrictions under the federal securities laws, the requirements of any stock exchange or similar organization and any blue sky or state securities laws applicable to such shares. Notwithstanding any other provision in the Plan or the Agreement to the contrary, the Corporation shall not be obligated to issue, deliver or transfer shares of Common Stock, to make any other distribution of benefits, or to take any other action, unless such delivery, distribution or action is in compliance with all applicable laws, rules and regulations (including but not limited to the requirements of the Securities Act). The Corporation may cause a restrictive legend to be placed on any certificate issued pursuant to the exercise of the Option in such form as may be prescribed from time to time by applicable laws and regulations or as may be advised by legal counsel.
Exhibit 31.1
CERTIFICATION
| I, H.O. Woltz III, certify that: | ||
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I have reviewed this Quarterly Report on Form 10-Q for the quarter ended April 2, 2022 of Insteel Industries, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
| (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
| (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
| (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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| (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
| (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 21, 2022
/s/ H. O. Woltz III
H. O. Woltz III
President, Chief Executive Officer and Chairman of the Board
Exhibit 31.2
CERTIFICATION
| I, Mark A. Carano, certify that: | ||
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended April 2, 2022 of Insteel Industries, Inc.; | |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
| (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
| (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
| (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
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| (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
| (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 21, 2022
/s/ Mark A. Carano
Mark A. Carano
Senior Vice President, Chief Financial Officer and Treasurer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Insteel Industries, Inc. (the “Company”) for the period ended April 2, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. O. Woltz III, President, Chief Executive Officer and Chairman of the Board of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ H.O. Woltz III |
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H.O. Woltz III |
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President, Chief Executive Officer and Chairman of the Board |
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April 21, 2022 |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Insteel Industries, Inc. (the “Company”) for the period ended April 2, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark A. Carano, Senior Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Mark A. Carano |
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Mark A. Carano |
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Senior Vice President, Chief Financial Officer and Treasurer |
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April 21, 2022 |