8-K
INSTEEL INDUSTRIES INC (IIIN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 17, 2024
Insteel Industries Inc.
(Exact Name of Registrant as Specified in Charter)
| North Carolina | 1-9929 | 56-0674867 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
1373 Boggs Drive
Mount Airy, North Carolina ### 27030
(Address of Principal Executive Offices, and Zip Code)
(336) 786-2141
Registrant’s Telephone Number, Including Area Code
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock (No Par Value) | IIIN | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On October 17, 2024, Insteel Industries Inc. issued a news release regarding its financial results for its fourth quarter and fiscal year ended September 28, 2024. A copy of this release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 2.02 of this Current Report on Form 8-K, including the related information in Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
| Exhibit 99.1 | News Release dated October 17, 2024 announcing fourth quarter and fiscal year ended September 28, 2024 financial results. |
|---|---|
| Exhibit 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INSTEEL INDUSTRIES, INC.
| By: | /s/ Elizabeth C. Southern |
|---|---|
| Name: | Elizabeth C. Southern |
| --- | --- |
| Title: | Vice President Administration, Secretary and Chief Legal Officer |
| --- | --- |
| Date: | October 17, 2024 |
| --- | --- |
ex_732939.htm
Exhibit 99.1
NEWS RELEASE
| FOR IMMEDIATE RELEASE | Contact: | Scot Jafroodi<br><br> <br>Vice President,<br><br> <br>Chief Financial Officer and Treasurer<br><br> <br>Insteel Industries Inc.<br><br> <br>(336) 786-2141 |
|---|
INSTEEL INDUSTRIES REPORTS FOURTH QUARTER AND FISCAL 2024 RESULTS
MOUNT AIRY, N.C., October 17, 2024 –– Insteel Industries Inc. (NYSE: IIIN) (“Insteel” or the “Company”), the nation’s largest manufacturer of steel wire reinforcing products for concrete construction applications, today announced financial results for its fourth quarter and fiscal year ended September 28, 2024.
Fourth Quarter 2024 Highlights
| ● | Net sales of $134.3 million |
|---|---|
| ● | Gross profit of $12.3 million, or 9.1% of net sales |
| --- | --- |
| ● | Net income of $4.7 million, or $0.24 per share |
| --- | --- |
| ● | Operating cash flow of $16.2 million |
| --- | --- |
| ● | Net cash balance of $111.5 million and no debt outstanding as of September 28, 2024 |
| --- | --- |
| ● | Improving business outlook |
| --- | --- |
Fourth Quarter 2024 Results
Net earnings for the fourth quarter of fiscal 2024 were $4.7 million, or $0.24 per share, compared to $5.6 million, or $0.29 per share, in the same period a year ago. Insteel’s fourth quarter results were unfavorably impacted by narrower spreads between selling prices and raw material costs relative to the prior year quarter, along with lower shipments.
Net sales decreased 14.7% to $134.3 million, down from $157.5 million in the prior year quarter, reflecting a 12.9% decrease in average selling prices and a 2.1% decline in shipments. Average selling prices were negatively affected by persistent competitive pricing pressures in our welded wire reinforcing markets and the impact of low-priced PC strand imports. Shipments for the current year quarter were adversely impacted by weaker market conditions as compared to recent years and adverse weather conditions in certain of our markets during the period. Sequentially, average selling prices decreased 2.8% from the third quarter, while shipments declined 5.2%. Gross margin increased 20 basis points to 9.1% from 8.9% in the prior year quarter, mostly due to lower unit manufacturing costs on higher production volume.
Operating activities generated $16.2 million of cash during the fourth quarter compared to $38.6 million in the prior year quarter due to a reduction in the relative changes in net working capital. Working capital provided $5.3 million of cash in the current year, driven by a reduction in receivables and an increase in accounts payable and accrued expenses, compared to $28.6 million the prior year.
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1373 BOGGS DRIVE, MOUNT AIRY, NC 27030/PHONE: (336) 786-2141/FAX: (336) 786-2144
WWW.INSTEEL.COM
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Fiscal 2024 Results
Net earnings for fiscal 2024 decreased to $19.3 million, or $0.99 per share, from $32.4 million, or $1.66 per share, in the prior year. Earnings for the prior year benefited from a $3.3 million, or $0.13 per share, gain on the sale of property, plant, and equipment.
Net sales decreased 18.5% to $529.2 million from $649.2 million in the prior year, driven entirely by a decrease in average selling prices as shipments remained flat. Gross profit decreased to $49.6 million from $65.4 million in the same period a year ago, and gross margin narrowed to 9.4% from 10.1% due to lower spreads.
Operating activities generated $58.2 million of cash compared to $142.2 million in the prior year due to a reduction in net earnings and the relative change in working capital. Working capital provided $18.9 million of cash in the current year, driven by a reduction in inventories and receivables, compared to $95.6 million in the prior year.
Capital Allocation and Liquidity
Capital expenditures for fiscal 2024 decreased to $19.1 million from $30.7 million in the prior year and are expected to total up to approximately $22.0 million in fiscal 2025, primarily focused on cost and productivity improvement initiatives as well as recurring maintenance requirements.
Insteel ended the year with $111.5 million of cash and no borrowings outstanding on its $100.0 million revolving credit facility.
Outlook
“As we move forward into fiscal year 2025, we anticipate a gradual improvement in business conditions across our markets,” commented H.O. Woltz III, Insteel’s President and CEO. “Although recent leading indicators for nonresidential construction spending have been mixed, we expect that declining inflation and the downward trajectory in interest rates will help stimulate demand in the months ahead. Additionally, we remain optimistic about the impact of spending from the Infrastructure Investment and Jobs Act, which is expected to boost infrastructure-related project activity and lay a stronger foundation for future growth.”
Mr. Woltz further commented, “We also acknowledge the challenges ahead as import related headwinds are expected to persist in our PC strand markets, putting further pressure on selling prices, volumes and spreads in our first quarter. We are continuing our efforts to eliminate the section 232 tariff distortion in the PC strand market, and we will carefully consider filing antidumping and countervailing duty actions that are warranted.”
Conference Call
Insteel will hold a conference call at 10:00 a.m. ET today to discuss its fourth quarter and 2024 fiscal year end financial results. A live webcast of this call can be accessed on Insteel’s website at https://investor.insteel.com and will be archived for replay until the next quarterly conference call.
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About Insteel
Insteel is the nation’s largest manufacturer of steel wire reinforcing products for concrete construction applications. Insteel manufactures and markets prestressed concrete strand and welded wire reinforcement, including engineered structural mesh (“ESM”), concrete pipe reinforcement and standard welded wire reinforcement. Insteel’s products are sold primarily to manufacturers of concrete products and concrete contractors for use, primarily, in nonresidential construction applications. Headquartered in Mount Airy, North Carolina, Insteel operates ten manufacturing facilities located in the United States.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words “believes,” “anticipates,” “expects,” “estimates,” “appears,” “plans,” “intends,” “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 several risks and uncertainties, 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 in our Annual Report on Form 10-K for the year ended September 30, 2023, and may be updated from time to time in our other filings with the U.S. Securities and Exchange Commission (the “SEC”).
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 future operations or financial performance; however, they include, but are not limited to, the following: 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; the impact of rising interest rates on the cost of financing for our customers; fluctuations in the cost and availability of our primary raw material, hot-rolled 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 United States 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 ESM and expand our shipments of ESM; legal, environmental, economic 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 Annual Report on Form 10-K for the year ended September 30, 2023, and in other filings made by us with the SEC.
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| INSTEEL INDUSTRIES INC. AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||
| (In thousands except for per share data) | ||||||||||||
| Three Months Ended | Year Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Unaudited) | (Unaudited) | (Unaudited) | **** | **** | **** | |||||||
| September 28, | September 30, | September 28, | September 30, | |||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net sales | $ | 134,304 | $ | 157,524 | $ | 529,198 | $ | 649,188 | ||||
| Cost of sales | 122,045 | 143,541 | 479,566 | 583,790 | ||||||||
| Gross profit | 12,259 | 13,983 | 49,632 | 65,398 | ||||||||
| Selling, general and administrative expense | 7,531 | 8,129 | 29,652 | 30,685 | ||||||||
| Other expense (income), net | 35 | - | 37 | (3,423 | ) | |||||||
| Interest expense | 13 | 20 | 89 | 87 | ||||||||
| Interest income | (1,382 | ) | (1,422 | ) | (5,433 | ) | (3,706 | ) | ||||
| Earnings before income taxes | 6,062 | 7,256 | 25,287 | 41,755 | ||||||||
| Income taxes | 1,393 | 1,630 | 5,982 | 9,340 | ||||||||
| Net earnings | $ | 4,669 | $ | 5,626 | $ | 19,305 | $ | 32,415 | ||||
| Net earnings per share: | ||||||||||||
| Basic | $ | 0.24 | $ | 0.29 | $ | 0.99 | $ | 1.66 | ||||
| Diluted | 0.24 | 0.29 | 0.99 | 1.66 | ||||||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 19,502 | 19,499 | 19,502 | 19,504 | ||||||||
| Diluted | 19,564 | 19,568 | 19,575 | 19,566 | ||||||||
| Cash dividends declared per share | $ | 0.03 | $ | 0.03 | $ | 2.62 | $ | 2.12 |
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| INSTEEL INDUSTRIES INC. AND SUBSIDIARIES | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | |||||||||
| (In thousands) | |||||||||
| (Unaudited) | **** | **** | **** | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 28, | June 29, | September 30, | |||||||
| 2024 | 2024 | 2023 | |||||||
| Assets | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Current assets: | |||||||||
| Cash and cash equivalents | $ | 111,538 | $ | 97,745 | $ | 125,670 | |||
| Accounts receivable, net | 58,308 | 61,234 | 63,424 | ||||||
| Inventories | 88,840 | 89,379 | 103,306 | ||||||
| Other current assets | 8,608 | 8,766 | 6,453 | ||||||
| Total current assets | 267,294 | 257,124 | 298,853 | ||||||
| Property, plant and equipment, net | 125,540 | 127,889 | 120,014 | ||||||
| Intangibles, net | 5,341 | 5,528 | 6,090 | ||||||
| Goodwill | 9,745 | 9,745 | 9,745 | ||||||
| Other assets | 14,632 | 14,329 | 12,811 | ||||||
| Total assets | $ | 422,552 | $ | 414,615 | $ | 447,513 | |||
| Liabilities and shareholders' equity | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Current liabilities: | |||||||||
| Accounts payable | $ | 37,487 | $ | 34,827 | $ | 34,346 | |||
| Accrued expenses | 9,547 | 9,888 | 11,809 | ||||||
| Total current liabilities | 47,034 | 44,715 | 46,155 | ||||||
| Other liabilities | 24,663 | 23,885 | 19,853 | ||||||
| Commitments and contingencies | |||||||||
| Shareholders' equity: | |||||||||
| Common stock | 19,452 | 19,445 | 19,454 | ||||||
| Additional paid-in capital | 86,671 | 85,599 | 83,832 | ||||||
| Retained earnings | 245,340 | 241,254 | 278,502 | ||||||
| Accumulated other comprehensive loss | (608 | ) | (283 | ) | (283 | ) | |||
| Total shareholders' equity | 350,855 | 346,015 | 381,505 | ||||||
| Total liabilities and shareholders' equity | $ | 422,552 | $ | 414,615 | $ | 447,513 |
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| INSTEEL INDUSTRIES INC. AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||
| (In thousands) | ||||||||||||
| Three Months Ended | Year Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Unaudited) | (Unaudited) | (Unaudited) | **** | **** | **** | |||||||
| September 28, | September 30, | September 28, | September 30, | |||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Cash Flows From Operating Activities: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net earnings | $ | 4,669 | $ | 5,626 | $ | 19,305 | $ | 32,415 | ||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 4,001 | 3,469 | 15,413 | 13,304 | ||||||||
| Amortization of capitalized financing costs | 12 | 12 | 50 | 57 | ||||||||
| Stock-based compensation expense | 1,169 | 891 | 3,072 | 2,425 | ||||||||
| Deferred income taxes | 557 | 1,229 | 4,195 | 238 | ||||||||
| Loss (gain) on sale and disposition of property, plant and equipment and assets held for sale | 49 | 50 | 99 | (3,271 | ) | |||||||
| Increase in cash surrender value of life insurance policies over premiums paid | (503 | ) | - | (1,532 | ) | (531 | ) | |||||
| Net changes in assets and liabilities: | ||||||||||||
| Accounts receivable, net | 2,926 | 2,939 | 5,116 | 18,222 | ||||||||
| Inventories | 539 | 29,820 | 14,466 | 94,348 | ||||||||
| Accounts payable and accrued expenses | 1,853 | (4,204 | ) | (639 | ) | (16,949 | ) | |||||
| Other changes | 957 | (1,281 | ) | (1,338 | ) | 1,942 | ||||||
| Total adjustments | 11,560 | 32,925 | 38,902 | 109,785 | ||||||||
| Net cash provided by operating activities | 16,229 | 38,551 | 58,207 | 142,200 | ||||||||
| Cash Flows From Investing Activities: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Capital expenditures | (1,689 | ) | (4,098 | ) | (19,149 | ) | (30,702 | ) | ||||
| (Increase) decrease in cash surrender value of life insurance policies | (74 | ) | 249 | (517 | ) | (476 | ) | |||||
| Proceeds from sale of property, plant and equipment | - | - | 4 | 9,924 | ||||||||
| Proceeds from surrender of life insurance policies | - | - | 25 | 358 | ||||||||
| Net cash used for investing activities | (1,763 | ) | (3,849 | ) | (19,637 | ) | (20,896 | ) | ||||
| Cash Flows From Financing Activities: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Proceeds from long-term debt | 68 | 68 | 298 | 323 | ||||||||
| Principal payments on long-term debt | (68 | ) | (68 | ) | (298 | ) | (323 | ) | ||||
| Cash dividends paid | (583 | ) | (584 | ) | (50,942 | ) | (41,252 | ) | ||||
| Cash received from exercise of stock options | - | 48 | 428 | 239 | ||||||||
| Financing costs | - | - | - | (177 | ) | |||||||
| Payment of employee tax withholdings related to net share transactions | (90 | ) | (236 | ) | (352 | ) | (432 | ) | ||||
| Repurchases of common stock | - | - | (1,836 | ) | (2,328 | ) | ||||||
| Net cash used for financing activities | (673 | ) | (772 | ) | (52,702 | ) | (43,950 | ) | ||||
| Net increase (decrease) in cash and cash equivalents | 13,793 | 33,930 | (14,132 | ) | 77,354 | |||||||
| Cash and cash equivalents at beginning of period | 97,745 | 91,740 | 125,670 | 48,316 | ||||||||
| Cash and cash equivalents at end of period | $ | 111,538 | $ | 125,670 | $ | 111,538 | $ | 125,670 | ||||
| Supplemental Disclosures of Cash Flow Information: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Cash paid during the period for: | ||||||||||||
| Income taxes, net | $ | 65 | $ | 2,368 | $ | 3,332 | $ | 7,834 | ||||
| Non-cash investing and financing activities: | ||||||||||||
| Purchases of property, plant and equipment in accounts payable | 2,449 | 1,301 | 2,449 | 1,301 | ||||||||
| Restricted stock units and stock options surrendered for withholding taxes payable | 90 | 236 | 352 | 432 |