Insteel Industries Inc 10-Q for FY2025 Q2
Insteel Industries Inc (IIIN)
About this 10-Q
Insteel Industries Inc filed this 10-Q on April 17, 2025, covering the quarter ended March 29, 2025 (FY2025 Q2).
Headline figures
Quarter ended March 29, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $160.66M
- up 26.1% from $127.39M a year earlier
- Net income
- $10.23M
- up 47.4% from net income of $6.94M a year earlier
- Diluted EPS
- $0.52
- up 48.6% from $0.35 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended
or
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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:
(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)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | |
| Non-Accelerated filer ☐ | Smaller reporting company |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
| Common Stock (No Par Value) | |
| Title of Class | Number of Shares Outstanding as of April 16, 2025 |
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Unaudited Financial Statements | 3 |
| 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 | 18 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 25 |
| Item 4. | Controls and Procedures | 26 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 26 |
| Item 1A. | Risk Factors | 26 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 27 |
| Item 5. | Other Information | 27 |
| Item 6. | Exhibits | 27 |
| SIGNATURES | 28 | |
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)
(Unaudited)
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Three Months Ended |
Six Months Ended |
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March 29, |
March 30, |
March 29, |
March 30, |
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2025 |
2024 |
2025 |
2024 |
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Net sales |
$ | $ | $ | $ | ||||||||||||
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Cost of sales |
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Gross profit |
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Selling, general and administrative expense |
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Restructuring charges, net |
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Acquisition costs |
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Other expense (income), net |
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Interest expense |
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Interest income |
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Earnings before income taxes |
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Income taxes |
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Net earnings |
$ | $ | $ | $ | ||||||||||||
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Net earnings per share: |
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Basic |
$ | $ | $ | $ | ||||||||||||
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Diluted |
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Weighted average shares outstanding: |
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Basic |
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Diluted |
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Cash dividends declared per share |
$ | $ | $ | $ | ||||||||||||
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Comprehensive income |
$ | $ | $ | $ | ||||||||||||
See accompanying notes to consolidated financial statements.
INSTEEL INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
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(Unaudited) |
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March 29, |
September 28, |
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2025 |
2024 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ | $ | ||||||
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Accounts receivable, net |
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Inventories |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Intangibles, net |
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Goodwill |
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Other assets |
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Total assets |
$ | $ | ||||||
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Liabilities and shareholders' equity |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
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Accrued expenses |
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Total current liabilities |
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Other liabilities |
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Commitments and contingencies |
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Shareholders' equity: |
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Common stock |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
( |
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Total shareholders' equity |
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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)
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Six Months Ended |
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March 29, |
March 30, |
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2025 |
2024 |
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Cash Flows From Operating Activities: |
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Net earnings |
$ | $ | ||||||
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Adjustments to reconcile net earnings to net cash provided by operating activities: |
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Depreciation and amortization |
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Amortization of capitalized financing costs |
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Stock-based compensation expense |
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Deferred income taxes |
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Asset impairment charges |
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Loss on sale and disposition of property, plant and equipment |
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Increase in cash surrender value of life insurance policies over premiums paid |
( |
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Net changes in assets and liabilities (net of assets and liabilities acquired): |
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Accounts receivable, net |
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Inventories |
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Accounts payable and accrued expenses |
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Other changes |
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Total adjustments |
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Net cash provided by operating activities |
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Cash Flows From Investing Activities: |
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Acquisition of businesses |
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Capital expenditures |
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Increase in cash surrender value of life insurance policies |
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Proceeds from sale of property, plant and equipment |
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Proceeds from surrender of life insurance policies |
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Net cash used for investing activities |
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Cash Flows From Financing Activities: |
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Proceeds from long-term debt |
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Principal payments on long-term debt |
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Cash dividends paid |
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Payment of employee tax withholdings related to net share transactions |
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Cash received from exercise of stock options |
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Repurchases of common stock |
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Net cash used for financing activities |
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Net decrease in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
$ | $ | ||||||
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Supplemental Disclosures of Cash Flow Information: |
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Cash paid during the period for: |
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Income taxes, net |
$ | $ | ||||||
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Non-cash investing and financing activities: |
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Purchases of property, plant and equipment in accounts payable |
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Restricted stock units and stock options surrendered for withholding taxes payable |
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Accrued liability related to holdback for business acquired |
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See accompanying notes to consolidated financial statements.
INSTEEL INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands)
(Unaudited)
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Accumulated |
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Additional |
Other |
Total |
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Common Stock |
Paid-In |
Retained |
Comprehensive |
Shareholders' |
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Shares |
Amount |
Capital |
Earnings |
Loss |
Equity |
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For the three and six months ended March 29, 2025 |
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Balance at September 28, 2024 |
$ | $ | $ | $ | ( |
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Net earnings |
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Compensation expense associated with stock-based plans |
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Repurchases of common stock |
( |
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Cash dividends declared |
( |
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Balance at December 28, 2024 |
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Net earnings |
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Vested and released restricted stock units |
( |
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Compensation expense associated with stock-based plans |
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Repurchases of common stock |
( |
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Restricted stock units and stock options surrendered for withholding taxes payable |
( |
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Cash dividends declared |
( |
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Balance at March 29, 2025 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
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For the three and six months ended March 30, 2024 |
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Balance at September 30, 2023 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
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Net earnings |
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Stock options exercised, net |
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Compensation expense associated with stock-based plans |
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Repurchases of common stock |
( |
) | ( |
) | ( |
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) | ( |
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Restricted stock units and stock options surrendered for withholding taxes payable |
( |
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Cash dividends declared |
( |
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Balance at December 30, 2023 |
( |
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Net earnings |
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Stock options exercised, net |
$ | $ | ||||||||||||||||||||||
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Vested and released restricted stock units |
( |
) | ||||||||||||||||||||||
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Compensation expense associated with stock-based plans |
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Repurchases of common stock |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
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Restricted stock units and stock options surrendered for withholding taxes payable |
( |
) | ( |
) | ||||||||||||||||||||
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Cash dividends declared |
( |
) | ( |
) | ||||||||||||||||||||
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Balance at March 30, 2024 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
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 September 28, 2024 (“2024 Form 10-K”) filed by us with the Securities and Exchange Commission. 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 September 28, 2024 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 2024 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.
On October 21, 2024, we, through our wholly-owned subsidiary, Insteel Wire Products Company (“IWP”), purchased substantially all of the assets, other than cash and accounts receivable, of Engineered Wire Products, Inc. (“EWP”) and certain related assets of Liberty Steel Georgetown, Inc. (“LSG”). See Note 3 to the consolidated financial statements for additional information.
On November 26, 2024, we, through our wholly-owned subsidiary IWP, purchased certain assets of O’Brien Wire Products of Texas, Inc. (“OWP”). See Note 3 to the consolidated financial statements for additional information.
(2) Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. ASU No. 2023-07 requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The ASU requires all annual disclosures currently required by Topic 280 to be included in interim periods and is applicable to entities with a single reportable segment. ASU No. 2023-07 will be effective for us in fiscal 2025 for annual reporting and in the first quarter of fiscal 2026 for interim reporting. Retrospective application is required for all prior periods presented in the financial statements. The adoption of this update will not have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. ASU No. 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income tax paid. ASU No. 2023-09 will become effective for us in fiscal 2026. We are currently evaluating the impact of the ASU on our income tax disclosures within the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. ASU No. 2024-03 does not change or remove existing expense disclosure requirements but requires disaggregated disclosures about certain expense categories and captions, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. ASU No. 2024-03 will become effective for us in fiscal 2028 and in the first quarter of fiscal 2029 for interim reporting. Retrospective application is permitted. We are currently evaluating the impact of the ASU on our disclosures within the consolidated financial statements.
(3) Business Combination
Acquisitions have been accounted for as business purchases pursuant to FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”).
Engineered Wire Products, Inc.
On October 21, 2024, we purchased substantially all of the assets, other than cash and accounts receivable, of EWP and certain related assets of LSG (the “EWP Acquisition”) for an adjusted purchase price of $
EWP was a leading manufacturer of welded wire reinforcement (“WWR”) products for use in nonresidential and residential construction. Under the terms of the EWP Acquisition, Insteel acquired EWP’s inventories, production equipment and production facilities located in Upper Sandusky, Ohio and Warren, Ohio. Insteel also acquired certain equipment from LSG located in Georgetown, South Carolina, but the Georgetown facility was excluded from the acquisition. EWP retained its accounts receivable and accounts payable. The EWP Acquisition was funded with cash on hand. The EWP Acquisition will expand our geographic footprint and is expected to strengthen our competitive position within the Midwest market.
Following is a summary of our preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the acquisition date:
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(In thousands) |
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Assets acquired: |
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Inventories |
$ | |||
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Other current assets |
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Property, plant and equipment |
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Intangible assets: |
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Customer relationships |
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Non-competition agreement |
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Trade name |
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Patent |
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Right-of-use assets |
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Total assets acquired |
$ | |||
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Liabilities assumed: |
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Accrued expenses |
$ | |||
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Current operating lease liabilities |
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Non-current operating lease liabilities |
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Total liabilities assumed |
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Net assets acquired |
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Adjusted purchase price |
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Goodwill |
$ |
In connection with the EWP Acquisition, we acquired certain intangible assets that will be amortized based on their estimated useful lives of
Following the EWP Acquisition, net sales of the former EWP facilities for the three- and six-month periods ended March 29, 2025 were approximately $
The following unaudited supplemental pro forma financial information reflects our combined results of operations had the EWP Acquisition occurred at the beginning of fiscal 2024. The pro forma information reflects certain adjustments related to the EWP Acquisition, including adjusted amortization and depreciation expense based on the fair values of the assets acquired and adjustments to interest income. The pro forma information does not reflect any potential operating efficiencies or cost savings that may result from the EWP Acquisition. Accordingly, this pro forma information is for illustrative purposes and is not intended to represent the actual results of operations of the combined company that would have been achieved had the EWP Acquisition occurred at the beginning of fiscal 2024, nor is it intended to indicate future results of operations. The pro forma combined results of operations for the three- and six-month periods ending March 29, 2025, and March 30, 2024 are as follows:
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Three Months Ended |
Six Months Ended |
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March 29, |
March 30, |
March 29, |
March 30, |
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(In thousands) |
2025 |
2024 |
2025 |
2024 |
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Net sales |
$ | $ | $ | $ | ||||||||||||
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Earnings before income taxes |
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Net earnings |
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Restructuring charges. In connection with the EWP acquisition, we elected to consolidate our WWR operations through the closure of the Warren facility and through the redeployment of equipment to our other WWR production facilities. Production at the Warren facility ceased in November 2024, and its orders were distributed to our remaining WWR facilities. We plan to sell the acquired Warren facility, including certain machinery and equipment, totaling $
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Employee |
Equipment |
Facility |
Asset |
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Separation Costs |
Relocation Costs |
Closure Costs |
Impairments |
Total |
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(In thousands) |
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Restructuring charges, net |
$ | $ | $ | $ | $ | |||||||||||||||
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Cash payments |
( |
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Non-cash charges |
( |
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Liability as of December 28, 2024 |
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Restructuring charges, net |
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Cash payments |
( |
) | ( |
) | ( |
) | ( |
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Non-cash charges |
( |
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) | ||||||||||||||||
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Liability as of March 29, 2025 |
$ | $ | $ | $ | $ | |||||||||||||||
As of March 29, 2025, we recorded a liability of $
Acquisition costs. Under the provisions of ASC 805, acquisition and integration costs are recorded as expenses in the period in which such costs are incurred rather than included as components of consideration transferred. During the three- and six-month periods ended March 29, 2025, we recorded $
O’Brien Wire Products of Texas, Inc.
On November 26, 2024, we purchased certain assets of OWP for a purchase price of $
Following is a summary of our preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the acquisition date:
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(In thousands) |
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Assets acquired: |
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Inventories |
$ | |||
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Property, plant and equipment |
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Intangible assets: |
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Customer relationships |
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Non-competition agreement |
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Total assets acquired |
$ | |||
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Liabilities assumed: |
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Total liabilities assumed |
$ | |||
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Net assets acquired |
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Purchase price |
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Goodwill |
$ |
In connection with the OWP Acquisition, we acquired certain intangible assets that will be amortized based on their estimated useful lives of
Following the OWP acquisition, the net sales resulting from this acquisition were managed through our existing WWR facilities and cannot be quantified separately because of our ongoing integration efforts. Additionally, we are unable to prepare pro forma financial information due to the unavailability of certain historical financial data. Disclosing this information is considered impractical, and it would not significantly differ from the results presented in our consolidated financial statements for the three- and six-month periods ending March 29, 2025, and March 30, 2024.
Restructuring charges. In connection with the OWP Acquisition, we elected to consolidate our WWR operations through the redeployment of OWPs equipment and inventory to our other facilities. Following is a summary of the restructuring activity during the three- and six-month periods ended March 29, 2025:
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Equipment |
Facility |
Asset |
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Relocation Costs |
Closure Costs |
Impairments |
Total |
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(In thousands) |
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Restructuring charges, net |
$ | $ | $ | $ | ||||||||||||
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Cash payments |
( |
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) | ||||||||||||
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Non-cash charges |
( |
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) | ||||||||||||
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Liability as of December 28, 2024 |
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Restructuring charges, net |
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Cash payments |
( |
) | ( |
) | ( |
) | ||||||||||
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Non-cash charges |
( |
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) | ||||||||||||
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Liability as of March 29, 2025 |
$ | $ | $ | $ | ||||||||||||
As of March 29, 2025, we recorded a liability of $
Acquisition costs. During the three- and six-month periods ended March 29, 2025, we recorded $
(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 present revenue net of amounts collected from customers for sales tax.
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. Contract costs are not significant and are recognized as incurred.
Our net sales by product line are as follows:
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Three Months Ended |
Six Months Ended |
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March 29, |
March 30, |
March 29, |
March 30, |
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(In thousands) |
2025 |
2024 |
2025 |
2024 |
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Welded wire reinforcement |
$ | $ | $ | $ | ||||||||||||
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Prestressed concrete strand |
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|
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 assets and liabilities were not material as of March 29, 2025, and September 28, 2024.
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 credit losses 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 March 29, 2025, and September 28, 2024, 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 March 29, 2025: |
||||||||||||
|
Current assets: |
||||||||||||
|
Cash equivalents |
$ | $ | $ | |||||||||
|
Other assets: |
||||||||||||
|
Cash surrender value of life insurance policies |
||||||||||||
|
Total |
$ | $ | $ | |||||||||
|
As of September 28, 2024: |
||||||||||||
|
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 March 29, 2025, and September 28, 2024, we had nonfinancial assets that were required to be measured at fair value on a nonrecurring basis other than the assets that were acquired from EWP, OWP and assets classified as held for sale during the three- and six-month periods ended March 29, 2025 (see Note 3 to the consolidated financial statements). The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term maturities of these financial instruments.
(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 March 29, 2025: |
||||||||||||||||
|
Customer relationships |
$ | $ | ( |
) | $ | |||||||||||
|
Developed technology and know-how |
( |
) | ||||||||||||||
|
Non-competition agreements |
( |
) | ||||||||||||||
|
Trade Name |
( |
) | ||||||||||||||
|
Patents |
( |
) | ||||||||||||||
| $ | $ | ( |
) | $ | ||||||||||||
|
As of September 28, 2024: |
||||||||||||||||
|
Customer relationships |
$ | $ | ( |
) | $ | |||||||||||
|
Developed technology and know-how |
( |
) | ||||||||||||||
|
Non-competition agreements |
( |
) | ||||||||||||||
| $ | $ | ( |
) | $ | ||||||||||||
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 11, 2025, the shareholders of the Company approved the 2025 Equity Incentive Plan of Insteel Industries Inc. (the “2025 Plan”), which authorizes the issuance of up to
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 following table summarizes stock option activity:
|
Options |
Weighted |
Term - Weighted |
Intrinsic |
|||||||||||||
|
Outstanding |
Average |
Average |
Value |
|||||||||||||
|
(in thousands) |
Exercise Price |
(in years) |
(in thousands) |
|||||||||||||
|
Outstanding at September 28, 2024 |
$ | |||||||||||||||
|
Granted |
||||||||||||||||
|
Outstanding at March 29, 2025 |
$ | |||||||||||||||
|
Vested and anticipated to vest in the future at March 29, 2025 |
||||||||||||||||
|
Exercisable at March 29, 2025 |
||||||||||||||||
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 plan 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 March 29, 2025, there was $
The following table summarizes RSU activity:
|
Weighted |
||||||||
|
Restricted |
Average |
|||||||
|
Stock Units |
Grant Date |
|||||||
|
(Unit amounts in thousands) |
Outstanding |
Fair Value |
||||||
|
Balance, September 28, 2024 |
$ | |||||||
|
Granted |
||||||||
|
Vested |
( |
) | ||||||
|
Balance, March 29, 2025 |
||||||||
(8) Income Taxes
Effective income tax rate. Our effective income tax rate was
Deferred income taxes. As of March 29, 2025, and September 28, 2024, 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 March 29, 2025, and September 28, 2024, 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 March 29, 2025, 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 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 consists of the following components included in selling, general and administrative expense:
|
Three Months Ended |
Six Months Ended |
|||||||||||||||
|
March 29, |
March 30, |
March 29, |
March 30, |
|||||||||||||
|
(In thousands) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
|
Interest cost |
$ | $ | $ | $ | ||||||||||||
|
Service cost |
||||||||||||||||
|
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 |
|||||||||||||||
|
March 29, |
March 30, |
March 29, |
March 30, |
|||||||||||||
|
(In thousands, except per share amounts) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
|
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 and RSUs 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:
|
March 29, |
September 28, |
|||||||
|
(In thousands) |
2025 |
2024 |
||||||
|
Accounts receivable, net: |
||||||||
|
Accounts receivable |
$ | $ | ||||||
|
Less allowance for credit losses |
( |
) | ( |
) | ||||
|
Total |
$ | $ | ||||||
|
Inventories: |
||||||||
|
Raw materials |
$ | $ | ||||||
|
Work in process |
||||||||
|
Finished goods |
||||||||
|
Total |
$ | $ | ||||||
|
Other current assets: |
||||||||
|
Prepaid insurance |
$ | $ | ||||||
|
Income taxes receivable |
||||||||
|
Other |
||||||||
|
Total |
$ | $ | ||||||
|
Other assets: |
||||||||
|
Cash surrender value of life insurance policies |
$ | $ | ||||||
|
Assets held for sale |
||||||||
|
|
||||||||
|
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 |
||||||||
|
Property taxes |
||||||||
|
Holdback for business acquired |
||||||||
|
Deferred compensation |
||||||||
|
Sales allowance reserves |
||||||||
|
State sales and use taxes |
||||||||
|
Other |
||||||||
|
Total |
$ | $ | ||||||
|
Other liabilities: |
||||||||
|
Deferred compensation |
$ | $ | ||||||
|
Deferred income taxes |
||||||||
|
|
||||||||
|
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: prestressed concrete strand and welded wire reinforcement. Based on the criteria specified in ASC Topic 280, Segment Reporting, we have reportable segment.
(15) Contingencies
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,” “may,” “should,” “could,” “outlook,” “continues,” “remains” 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 September 28, 2024 (our “2024 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:
|
● |
general economic and competitive conditions in the markets in which we operate, including uncertainty over global trade policies and the financial impact of related tariffs and retaliatory tariffs; |
|
● |
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 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 or regulatory developments that significantly impact our business or operating costs; |
|
● |
unanticipated plant outages, equipment failures or labor difficulties; |
|
● |
the impact of cybersecurity breaches and data leaks; and |
|
● |
the risks and uncertainties discussed under “Risk Factors” in our 2024 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 (“WWR”), 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, shipping 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.
On October 21, 2024, we, through our wholly-owned subsidiary, Insteel Wire Products Company (“IWP”), purchased substantially all of the assets, other than cash and accounts receivable, of Engineered Wire Products, Inc. (“EWP”) and certain related assets of Liberty Steel Georgetown, Inc. (“LSG”) for an adjusted purchase price of $67.0 million (the “EWP Acquisition”). EWP was a leading manufacturer of WWR products for use in nonresidential and residential construction. We acquired EWP’s inventories, production equipment, production facilities located in Upper Sandusky, Ohio and Warren, Ohio and certain equipment from LSG located in Georgetown, South Carolina. Subsequent to the acquisition, we elected to consolidate our WWR operations with the closure of the Warren facility and relocation of certain equipment to our existing WWR facilities.
On November 26, 2024, we, through our wholly-owned subsidiary IWP, purchased certain assets of O’Brien Wire Products of Texas, Inc. (“OWP”) for a purchase price of $5.1 million (the “OWP Acquisition”). OWP was a manufacturer of WWR products for use in nonresidential and residential construction. We acquired certain of OWP’s inventories and all of the production equipment. Subsequent to the acquisition, we elected to consolidate our WWR operations with the relocation of certain acquired equipment from OWP to our existing WWR facilities.
Results of Operations
Statements of Operations – Selected Data
(Dollars in thousands)
|
Three Months Ended |
Six Months Ended |
|||||||||||||||||||||||
|
March 29, |
March 30, |
March 29, |
March 30, |
|||||||||||||||||||||
|
2025 |
Change |
2024 |
2025 |
Change |
2024 |
|||||||||||||||||||
|
Net sales |
$ | 160,656 | 26.1 | % | $ | 127,394 | $ | 290,376 | 16.6 | % | $ | 249,119 | ||||||||||||
|
Gross profit |
24,529 | 56.1 | % | 15,715 | 34,058 | 54.9 | % | 21,985 | ||||||||||||||||
|
Percentage of net sales |
15.3 | % | 12.3 | % | 11.7 | % | 8.8 | % | ||||||||||||||||
|
Selling, general and administrative expense |
$ | 10,800 | 37.1 | % | $ | 7,875 | $ | 18,687 | 31.2 | % | $ | 14,242 | ||||||||||||
|
Percentage of net sales |
6.7 | % | 6.2 | % | 6.4 | % | 5.7 | % | ||||||||||||||||
|
Restructuring charges, net |
$ | 662 |
N/M |
$ | - | $ | 1,358 |
N/M |
$ | - | ||||||||||||||
|
Acquisition costs |
27 |
N/M |
- | 298 | N/M | - | ||||||||||||||||||
|
Interest income |
(316 | ) | (72.4 | %) | (1,147 | ) | (1,102 | ) | (60.7 | %) | (2,806 | ) | ||||||||||||
|
Effective income tax rate |
23.2 | % | 22.5 | % | 23.5 | % | 23.2 | % | ||||||||||||||||
|
Net earnings |
$ | 10,230 | 47.4 | % | $ | 6,939 | $ | 11,311 | 40.1 | % | $ | 8,071 | ||||||||||||
"N/M" = not meaningful
Second Quarter of Fiscal 2025 Compared to Second Quarter of Fiscal 2024
Net Sales
Net sales for the second quarter of 2025 increased 26.1% to $160.7 million from $127.4 million in the prior year quarter, reflecting a 28.9% increase in shipments partially offset by a 2.2% decrease in average selling prices. The increase in shipments was primarily due to strengthening demand in our construction end markets and the incremental volume generated from our first quarter acquisitions. The decrease in average selling prices was driven by the competitive market conditions we have experienced over the course of last year and the impact of low-priced PC strand imports.
Gross Profit
Gross profit for the second quarter of 2025 increased 56.1% to $24.5 million, or 15.3% of net sales, from $15.7 million, or 12.3% of net sales, in the prior year quarter due to an increase in shipments ($5.1 million), other material costs and adjustments ($2.6 million) and lower manufacturing costs ($2.3 million) partially offset by lower spreads between average selling prices and raw material costs ($1.2 million). The decrease in spreads was driven by lower average selling prices ($4.8 million) partially offset by lower raw material costs ($3.6 million).
Selling, General and Administrative Expense
Selling, general and administrative expense (“SG&A expense”) for the second quarter of 2025 increased 37.1% to $10.8 million, or 6.7% of net sales, from $7.9 million, or 6.2% of net sales, in the prior year quarter primarily due to higher compensation expense ($2.0 million), the relative year-over-year change in the cash surrender value of life insurance policies ($414,000), higher amortization expense associated with intangible assets ($297,000) and an increase in bad debt expense ($95,000). The increase in compensation expense was largely driven by higher incentive plan expense due to our improved financial results in the current year quarter together with an increase in stock-based compensation expense. The cash surrender value of life insurance policies decreased $31,000 in the current year quarter compared with an increase of $383,000 in the prior year quarter due to the corresponding changes in the value of the underlying investments. The increase in amortization expense was primarily attributed to the intangible assets that were acquired in connection with our first quarter acquisitions.
Restructuring Charges, Net
Restructuring charges of $662,000 were incurred in the second quarter of 2025 related to the closure of the Warren, Ohio facility, which had been acquired through the EWP Acquisition, and expenses related to the consolidation of our WWR operations. Restructuring charges included $320,000 for asset impairment charges, $205,000 for facility closure costs, $78,000 for equipment relocation costs and $59,000 for employee separation costs.
Interest Income
Interest income decreased $831,000 from the prior year quarter due to lower average cash balances and interest rates.
Income Taxes
Our effective tax rate for the second quarter of 2025 increased to 23.2% from 22.5% for the prior year quarter primarily due to changes in book versus tax differences.
Net Earnings
Net earnings for the second quarter of 2025 increased to $10.2 million ($0.52 per diluted share) from $6.9 million ($0.35 per diluted share) in the prior year quarter primarily due to the increase in gross profit partially offset by higher SG&A expense, lower interest income and restructuring charges.
First Half of Fiscal 2025 Compared to First Half of Fiscal 2024
Net Sales
Net sales for the first half of 2025 increased 16.6% to $290.4 million from $249.1 million in the same year-ago period, reflecting a 20.2% increase in shipments partially offset by a 3.1% decrease in average selling price. Shipments benefited from increased construction activity in our construction end markets compared to the prior year and the incremental volume generated from our first quarter acquisitions. The decrease in average selling prices was driven by competitive pricing pressures and the impact of low-priced PC strand imports.
Gross Profit
Gross profit for the first half of 2025 increased 54.9% to $34.1 million, or 11.7% of net sales, from $22.0 million, or 8.8% of net sales, in the same year-ago period. The year-over-year increase was primarily due to an increase in shipments ($5.1 million), other material costs and adjustments ($3.3 million), higher spreads between average selling prices and raw material costs ($3.0 million) and lower manufacturing costs ($697,000). The increase in spreads was driven by lower raw material costs ($14.1 million) partially offset by lower average selling prices ($11.0 million).
Selling, General and Administrative Expense
SG&A expense for the first half of 2025 increased 31.2% to $18.7 million, or 6.4% of net sales, from $14.2 million, or 5.7% of net sales, in the same year-ago period primarily due to higher compensation expense ($2.2 million), the relative year-over-year change in the cash surrender value of life insurance policies ($1.4 million), higher amortization expense associated with intangible assets ($518,000) and an increase in employee benefit expense ($308,000). The increase in compensation expense was largely driven by higher incentive plan expense due to our improved financial results in the current year period together with an increase in stock-based compensation expense. The cash surrender value of life insurance policies decreased $307,000 in the current year period compared with an increase of $1.1 million in the prior year period due to the corresponding changes in the value of the underlying investments. The increase in amortization expense was primarily attributed to the intangible assets that were acquired in connection with our first quarter acquisitions. The increase in employee benefit expense was primarily related to higher employee health insurance expense in the current year period.
Restructuring Charges, Net
Restructuring charges of $1.4 million were incurred in the first half of 2025 related to the closure of the Warren, Ohio facility, which had been acquired through the EWP Acquisition, and expenses related to the consolidation of our WWR operations. Restructuring charges included $593,000 for asset impairment charges, $436,000 for facility closure costs, $251,000 for employee separation costs and $78,000 for equipment relocation costs.
Acquisition Costs
Acquisition costs of $298,000 were incurred in the first half of 2025 for legal, accounting and other professional fees related to the EWP Acquisition and the OWP Acquisition.
Interest Income
Interest income decreased $1.7 million due to lower average cash balances and interest rates.
Income Taxes
Our effective tax rate for the first half of 2025 increased to 23.5% from 23.2% for the same year-ago period primarily due to changes in book versus tax differences.
Net Earnings
Net earnings for the first half of 2025 increased to $11.3 million ($0.58 per share) from $8.1 million ($0.41 per share) in the same year-ago period primarily due to the increase in gross profit partially offset by higher SG&A expense, lower interest income, restructuring charges and acquisition costs.
Liquidity and Capital Resources
Selected Financial Data
(Dollars in thousands)
|
Six Months Ended |
||||||||
|
March 29, |
March 30, |
|||||||
|
2025 |
2024 |
|||||||
|
Net cash provided by operating activities |
$ | 15,665 | $ | 23,211 | ||||
|
Net cash used for investing activities |
(76,338 | ) | (14,586 | ) | ||||
|
Net cash used for financing activities |
(22,441 | ) | (50,350 | ) | ||||
|
Net working capital |
156,360 | 206,315 | ||||||
|
Total debt |
- | - | ||||||
|
Percentage of total capital |
- | - | ||||||
|
Shareholders' equity |
$ | 341,413 | $ | 340,621 | ||||
|
Percentage of total capital |
100.0 | % | 100.0 | % | ||||
|
Total capital (total debt + shareholders' equity) |
$ | 341,413 | $ | 340,621 | ||||
Operating Activities
Operating activities provided $15.7 million of cash during the first half of 2025 primarily from net earnings adjusted for non-cash items partially offset by a net increase in working capital. Working capital, net of adjustments for assets and liabilities acquired, used $9.6 million of cash due to a $21.5 million increase in accounts receivable partially offset by a $6.6 million increase in accounts payable and accrued expenses and a $5.3 million decrease in inventories. The increase in accounts receivable was largely driven by the increase in shipments combined with higher average selling prices. The reduction in inventories, net of inventory acquired from our acquisitions, was primarily due to lower raw material purchases near the end of the period partially offset by higher unit costs. The increase in accounts payable and accrued expenses was largely due to the timing of payments related to raw material purchases, higher unit costs and increased accruals for salaries, wages and related expenses.
Operating activities provided $23.2 million of cash during the first half of 2024 primarily from net earnings adjusted for non-cash items together with a net decrease in working capital. Working capital provided $5.8 million of cash due to a $10.8 million decrease in inventories and a $7.9 million reduction in accounts receivable partially offset by a $12.9 million decrease in accounts payable and accrued expenses. The decrease in inventories was primarily due to lower average unit costs. The decrease in accounts receivable was largely driven by the decrease in shipments and lower average selling prices. The decrease in accounts payable and accrued expenses was largely due to the timing of payments related to raw material purchases and a reduction in accrued salaries, wages and related expenses.
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 $76.3 million of cash during the first half of 2025 compared to using $14.6 million during the prior year period primarily due to the EWP Acquisition ($66.4 million) and the OWP Acquisition ($5.1 million) partially offset by lower capital expenditures ($9.3 million). Capital expenditures decreased to $4.9 million from $14.2 million in the prior year period and are expected to total up to approximately $17.0 million for fiscal 2025. Capital expenditures for fiscal 2025 are to support costs and productivity initiatives as well as 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 $22.4 million of cash during the first half of 2025 compared to $50.4 million during the prior year period. During the first half of 2025, $20.6 million of cash was used for dividend payments (including a special dividend of $19.4 million, or $1.00 per share, and regular quarterly dividends totaling $1.2 million, or $0.06 per share) and $1.7 million for the repurchase of common stock. During the first half of 2024, $49.8 million of cash was used for dividend payments (including a special dividend of $48.6 million, or $2.50 per share, and regular quarterly dividends totaling $1.2 million, or $0.06 per share) and $842,000 for the repurchase of common stock.
Cash Management
Our cash is principally concentrated at one major 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 March 2023, we amended our credit agreement to extend the maturity date of the Credit Facility from May 15, 2024, to March 15, 2028 and replaced the London Inter-Bank Offered Rate with the Secured Overnight Financing Rate. The Credit Facility provides 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 March 29, 2025, no borrowings were outstanding on the Credit Facility, $98.5 million of borrowing capacity was available and outstanding letters of credit totaled $1.5 million (see Note 10 to the consolidated financial statements).
We believe that, in the absence of significant unanticipated funding requirements, cash and cash equivalents, 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, in both the short- and long-term. We also 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 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, flexible capital structure 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. Shipments are seasonal, typically reaching their highest level 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. Construction activity and demand for our products are cyclical based on overall 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, labor rates, 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 2025, 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 are uncertain at this time.
Contractual Obligations
There have been no material changes in our contractual obligations and commitments as disclosed in our 2024 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 2024 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. 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 2024 Annual Report for further information regarding our critical accounting policies and estimates. As of March 29, 2025, 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 2024 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 issued accounting pronouncements including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements.
Outlook
As we move into the second half of fiscal 2025, we are optimistic that our financial results will benefit from continued recovery of our markets, the seasonal upturn in construction activity and increasing contributions from our recent acquisitions. Near-term business conditions remain positive and should support higher shipments and operating levels and reduced unit manufacturing costs at our facilities. Additionally, the outlook for public nonresidential construction is strong, bolstered by federal funding from the Infrastructure Investment and Jobs Act, which is expected to drive significant project activity for the remainder of calendar 2025 and beyond. It is important to note that our second quarter results and market outlook reflect conditions prior to the recent turmoil caused by the changing tariff policy of the Trump Administration. Despite this, we are encouraged by the pace of activity in our markets and believe it is likely to continue through the remainder of our fiscal year.
A positive outcome of the Trump Administration’s recent tariff actions was the expansion of the Section 232 steel tariff to derivative products, including PC strand, which eliminated the significant competitive disadvantage we have faced since 2018. This change should reduce the adverse impact of low-priced PC strand imports within the U.S. market. At the same time, the reinstatement of Section 232 tariffs on steel imports from Canada and Mexico, along with announced reductions in U.S. wire rod capacity, is expected to tighten North American supply and increase costs. Finally, we are evaluating the potential impact of reciprocal tariffs on offshore purchases of capital equipment, spare parts and operating supplies. These developments underscore the need for disciplined pricing and active management of our tariff exposure.
Regardless of the market dynamics, we continue to focus on those factors we control, including closely managing and controlling our expenses; realizing synergies from our recent acquisitions; aligning our production schedules with demand in a proactive manner as there are changes in market conditions to minimize our operating costs; and pursuing further improvements in the productivity and effectiveness of all our manufacturing, selling and administrative activities. We also expect increasing contributions from the substantial investments we have made in our facilities in recent years and expect to continue to make in the form of reduced operating costs and additional capacity to support future growth. Finally, we will continue to pursue acquisitions opportunistically to expand our penetration of markets we currently serve or expand our footprint.
The statements contained in this section are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”.
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 2025, a 10% increase in the price of wire rod would have resulted in a $17.0 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 March 29, 2025, 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 March 29, 2025.
Item 4. Controls and Procedures
We have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 29, 2025. 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 Exchange Act 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 (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 29, 2025, 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
Except as set forth below, during the quarter ended March 29, 2025, there have been no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in our 2024 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 2024 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.
Adverse global economic conditions could have a negative effect on our business, results of operations and financial condition and liquidity.
Sustained uncertainty about, or worsening of, current global economic conditions and further tariffs and escalations of tensions between the U.S. and its trading partners could result in a global economic slowdown and long-term changes to global trade. Such events may also cause customers and end-users to reduce, delay or forego spending on projects involving our products, which could negatively affect demand for our products and our business, financial condition and results of operations. In addition, these conditions could increase the cost of production, including the cost of machinery, spare parts and other materials used in manufacturing our products, further pressuring margins and adversely impacting our operating performance.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes the repurchases of common stock during the quarter ended March 29, 2025.
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(In thousands except share and per share amounts) |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plan or Program |
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan or Program |
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For the three months ended March 29, 2025 |
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December 29, 2024 - February 1, 2025 |
15,665 | $28.60 | 15,665 | $18,323 (1) | ||||||||||||
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February 2, 2025 - March 1, 2025 |
14,581 | 28.55 | 14,581 | $17,907 (1) | ||||||||||||
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March 2, 2025 - March 29, 2025 |
9,604 | 27.06 | 9,604 | $17,647 (1) | ||||||||||||
| 39,850 | 39,850 | |||||||||||||||
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(1) |
Under the $25.0 million share repurchase authorization announced on November 18, 2008, which continues in effect until terminated by the Board of Directors. |
Additional information regarding our share repurchase authorization is discussed in Note 12 to our consolidated financial statements and incorporated herein by reference.
Item 5. Other Information
Insider Adoption or Termination of Trading Arrangements
During the fiscal quarter ended March 29, 2025, of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
Item 6. Exhibits
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2.1 |
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3.1 |
Restated Articles of Incorporation for the Company (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed on May 2, 1985). |
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3.2 |
Articles of Amendment to the Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated May 3, 1988). |
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3.3 |
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3.4 |
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3.5 |
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10.1* |
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| 10.2* | Form of Employee Restricted Stock Unit Agreement under the Insteel Industries Inc. 2025 Equity Incentive Plan. |
| 10.3* | Form of Non-employee Director Restricted stock Unit Agreement under the Insteel Industries Inc. 2025 Equity Incentive Plan. |
| 10.4* | Form of Stock Option Agreement under the Insteel Industries Inc. 2025 Equity Incentive Plan. |
| 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. |
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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 March 29, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations and Comprehensive Income for the three and six months ended March 29, 2025, and March 30, 2024, (ii) the Consolidated Balance Sheets as of March 29, 2025, and September 28, 2024, (iii) the Consolidated Statements of Cash Flows for the six months ended March 29, 2025, and March 30, 2024, (iv) the Consolidated Statements of Shareholders’ Equity for the three and six months ended March 29, 2025, and March 30, 2024, and (v) the Notes to Consolidated Financial Statements. |
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104 |
The cover page from our Quarterly Report on Form 10-Q for the quarter ended March 29, 2025, formatted in iXBRL and contained in Exhibit 101. |
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*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. Registrant |
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Date: April 17, 2025 |
By: |
/s/ Scot R. Jafroodi |
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Scot R. Jafroodi |
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Vice President, Chief Financial Officer and Treasurer |
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(Duly Authorized Officer and Principal Financial Officer) |
Exhibit 10.2
2025 EQUITY INCENTIVE PLAN OF
INSTEEL INDUSTRIES, INC.
Restricted Stock Unit Agreement
THIS AGREEMENT (together with the Notice of Restricted Stock Unit Grant (the “Notice”) attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on the Notice, is between INSTEEL INDUSTRIES, INC., a North Carolina corporation (the “Company”), and the individual identified on the Notice, an Employee or Consultant of the Company or an Affiliate (the “Participant”).
R E CI T A L S :
In furtherance of the purposes of the 2025 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 Company and the Participant hereby agree as follows:
1. Incorporation of Plan. The rights and duties of the Company and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, a copy of which is delivered herewith or has been previously delivered to the Participant, and the terms of which are expressly incorporated herein by reference and made a part hereof. Unless the Administrator determines otherwise, (i) in the event of a conflict between any term or provision contained in the Plan and an express term contained in this Agreement, the applicable terms and provisions of the Plan will govern and prevail, and (ii) the terms of the Agreement shall not be deemed to be in conflict or inconsistent with the Plan merely because they impose greater or additional restrictions, obligations or duties, or if the Agreement provides that the Agreement terms apply notwithstanding the provisions to the contrary in the Plan. 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 Unit Award. Subject to the terms of the Agreement and the Plan, the Company hereby grants to the Participant, as a matter of separate inducement and agreement in connection with his or her employment with or service to the Company, and not in lieu of any salary or other compensation for his or her employment or services, a Restricted Stock Unit Award (the “Award”) for such number of Shares as is set forth in the Notice of Restricted Stock Unit Grant (the “Notice”) attached to this Agreement, subject to the terms and conditions set forth on the Notice. The Participant expressly acknowledges that the terms of the Notice shall be incorporated herein by reference and shall constitute part of this Agreement. The Participant further acknowledges that the Participant’s signature on the Grant Notice contained in the Notice, or the Participant's electronic acceptance of the Award (using such procedures as required by the Company, including an online acceptance process through a website maintained by the Company or an agent designated by the Company), shall constitute his or her acceptance of all of the terms of this Agreement. The Company has no obligation to advise the Participant or any other person regarding the expiration or pending expiration of the Award.
3. Vesting. Subject to the terms of the Plan and this Agreement, the Award shall vest, and the Shares subject to the Award shall be distributable as provided in Section 4 herein, upon such date or dates, and subject to such conditions, as are described in this Agreement, including but not limited to the terms of the Notice attached hereto. Subject to the terms of the Plan (and taking into account any Code Section 409A considerations), the Administrator has sole authority to determine whether and to what degree the Award has vested and is payable and to establish and interpret the terms and conditions of this Agreement and the Plan.
4. Settlement of Award. Subject to the terms of the Plan, the Award, if and to the extent vested in accordance with the terms of this Agreement, shall be payable in shares of Common Stock. A certificate or certificates for the Shares subject to the Award or portion thereof shall be issued in the name of the Participant or his or her beneficiary (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall be provided) within 70 days following the date the Award or portion thereof has vested in accordance with the terms of this Agreement. If the 70-day period described herein begins in one calendar year and ends in another, the Participant (or his or her beneficiary) shall not have the right to designate the calendar year of the distribution. Notwithstanding the foregoing, if the Participant is or may be a “specified employee” (as defined under Code Section 409A), and the distribution is considered deferred compensation under Code Section 409A, then such distribution if made due to separation from service shall be subject to delay as provided in Section 20 of the Plan (or any successor provision thereto).
5. Termination of Employment or Service; Change in Control. Except as otherwise provided in the Plan or this Agreement, if the employment or service of the Participant is terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary) and all or any part of the Award has not vested pursuant to the terms of the Plan and the Agreement, the Award, to the extent not then vested, shall be forfeited immediately upon such termination and the Participant (and any person claiming through the Participant) shall have no further rights with respect to the Award or the Shares. Notwithstanding the foregoing:
(a) If the employment or service of the Participant is terminated because of death or Disability, the Award, to the extent unvested, shall immediately vest.
(b) If the employment of the Participant terminates because of Retirement, the Award, to the extent unvested, shall immediately vest. For this purpose, Retirement means the Participant's termination of employment other than by reason of death or Disability after having (X)(A) attained age 55, (B) completed 10 “years of service” (as that term is defined in the Insteel Industries, Inc. Retirement Savings Plan or any successor plan thereto) with the Company or an Affiliate, and (C) provided at least four months’ prior written notice to the Company of the Participant’s planned retirement date; or (Y) if prior to having fulfilled all three of such conditions, only after having obtained the prior permission of the Administrator. Notwithstanding the foregoing, the Administrator 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 5(b)(i)). 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 Award will not immediately vest upon the Participant’s termination of employment or service from the Company or an Affiliate if he or she engages in Conflicting Activities.
(i) “Conflicting Activities” means, without the advance, express, written consent of the Administrator, at any time during Participant’s employment the Company or an Affiliate or the 12 months immediately following the termination of such employment:
(A) 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 5(b)(ii));
(B) The Participant is or becomes a partner or joint venture in any business or other enterprise or undertaking with a Direct Competitor; or
(C) The Participant becomes employed by or performs services (including contract, consulting or advisory services) for a Direct Competitor in the Territory (as defined in Section 5(b)(iii) if the Participant’s duties or services are the same or substantially similar in any material way to the services he or she performed for the Company or an Affiliate in the 12 months preceding the Participant’s termination of employment from the Company or an Affiliate.
(ii) “Direct Competitor” means any person, entity or other business concern that manufactures and/or markets steel products for reinforcing concrete, or which offers or sells any of the products or services that are competitive with those provided by the Company or an Affiliate and that are of the type conducted, authorized, offered or provided by the Company or an Affiliate within the 12 months preceding the Participant’s termination of employment from the Company or an Affiliate.
(iii) “Territory” means the following geographic areas: (i) the United States; (ii) each state in the United States where the Company has offices or facilities in the 12 months preceding the Participant’s termination of employment from the Company or an Affiliate; (iii) any operational or sales region over which the Participant had management or oversight responsibilities in the 12 months preceding the Participant’s termination of employment from the Company or an Affiliate; and (iv) the state of the Participant’s assigned work location at the time of the Participant’s termination of employment from the Company or an Affiliate.
(c) Upon a Change in Control, the provisions of Section 14 of the Plan will apply.
6. No Right of Continued Employment or Service. Nothing contained in this Agreement or the Plan shall confer upon the Participant any right to continue in the employment or service of the Company or an Affiliate or interfere with the right of the Company or an Affiliate to terminate the Participant’s employment or service at any time and for any reason or no reason. Except as otherwise provided in the Plan, the Agreement or as may be determined by the Administrator, all rights of the Participant with respect to the unvested portion of the Award shall terminate upon the termination of the Participant’s employment or service. The grant of the Award does not create any obligation to grant further awards to the Participant under the Plan.
7. Nontransferability. Unless the Administrator determines otherwise, any portion of the Award that has not vested shall not be transferable (including by sale, assignment, pledge or hypothecation) other than transfers by will or the laws of intestate succession, and the Participant shall not sell, transfer, assign, pledge or otherwise encumber Shares subject to the Award until all conditions to vesting have been met and such Shares have been issued and delivered to the Participant. The designation of a beneficiary in accordance with the Plan does not constitute a transfer.
8. Rights as a Shareholder. The Participant or his or her legal representatives, legatees or distributees shall not be deemed to be the holder of any Shares subject to the Award and shall not have any dividend rights (except as otherwise provided in Section 9 herein), voting rights or other rights as a shareholder unless and until (and then only to the extent that) the Award has vested and certificates for such Shares have been issued and delivered to him, her or them (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall have been provided).
9. Dividend Equivalents. On the first regular payroll date of the Company following each dividend payment date on the Common Stock, the Company will pay to the Participant a cash amount for each Share subject to the Award, to the extent unvested, equivalent to the cash dividend paid per share on the Common Stock.
10. 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.
11. Compliance with Recoupment, Ownership and Other Policies and Agreements. As a condition to receiving the Award, 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 policies maintained by the Company, 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.
12. Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the Award 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 does not supersede or amend any existing confidentiality agreement, non-solicitation agreement, noncompetition agreement, employment agreement, consulting agreement or any other similar agreement between the Participant and the Company or an Affiliate, including, but not limited to, any restrictive covenants contained in such 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.
13. 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. Any and all disputes between the Participant or any person claiming through him or her and the Company or any of its Affiliates related to this Agreement or the Plan shall be brought only in the state courts of Surry County, North Carolina, or the United States District Court for the Western District of North Carolina, as applicable.
14. Amendment and Termination; Waiver. This Agreement may be amended, altered, suspended and/or terminated as provided in the Plan. Without limiting the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Law. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.
15. Withholding; Tax Matters.
(a) The Company shall withhold all required local, state, federal, foreign and other taxes and any other amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any certificate for shares or any other benefit conferred under the Plan, the Company shall require the Participant or other person to pay to the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may in its discretion establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income tax obligations relating to the Award, by electing to deliver to the Company shares of Common Stock held by the Participant (which are fully vested and not subject to any pledge or other security interest) or to have the Company withhold shares of Common Stock from the shares to which the recipient is otherwise entitled. The number of shares to be withheld or delivered shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Administrator in a manner in accordance with Applicable Law and applicable accounting principles), the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator.
(b) The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the Award and/or the acquisition or disposition of the Shares subject to the Award and the receipt of any dividends, and that he or she should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant further acknowledges that he or she is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with the Award (including but not limited to any taxes arising under Code Section 409A), and the Company shall not have any liability for, or any obligation to indemnify, gross up or otherwise hold the Participant harmless from, any or all of such taxes. The Participant further acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant or any other person.
16. 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.
17. 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 Company's records, or if to the Company, at the Company's principal office.
18. 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.
19. Other Restrictions. The Company may impose such restrictions on any Shares issued pursuant to the Award 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 Company shall not be obligated to issue, deliver or transfer Shares of Common Stock, make any other distribution of benefits, or take any other action, unless such delivery, distribution or action is in compliance with Applicable Law (including but not limited to the requirements of the Securities Act). The Company may cause a restrictive legend to be placed on any certificate issued pursuant to vesting of the Award in such form as may be prescribed from time to time by Applicable Law or as may be advised by legal counsel.
20. Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver to and obtain Participant’s acceptance of any documents related to the Award or future awards that may be granted under the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive and accept such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Exhibit 10.3
2025 EQUITY INCENTIVE PLAN OF
INSTEEL INDUSTRIES, INC.
Restricted Stock Unit Agreement
THIS AGREEMENT (together with the Notice of Restricted Stock Unit Grant (the “Notice”) attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on the Notice, is between INSTEEL INDUSTRIES, INC., a North Carolina corporation (the “Company”), and the individual identified on the Notice, a non-employee Director of the Company (the “Participant”).
R E CI T A L S :
In furtherance of the purposes of the 2025 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 Company and the Participant hereby agree as follows:
1. Incorporation of Plan. The rights and duties of the Company and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, a copy of which is delivered herewith or has been previously delivered to the Participant, and the terms of which are expressly incorporated herein by reference and made a part hereof. Unless the Administrator determines otherwise, (i) in the event of a conflict between any term or provision contained in the Plan and an express term contained in this Agreement, the applicable terms and provisions of the Plan will govern and prevail, and (ii) the terms of the Agreement shall not be deemed to be in conflict or inconsistent with the Plan merely because they impose greater or additional restrictions, obligations or duties, or if the Agreement provides that the Agreement terms apply notwithstanding the provisions to the contrary in the Plan. 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 Unit Award. Subject to the terms of the Agreement and the Plan, the Company hereby grants to the Participant, as a matter of separate inducement and agreement in connection with his or her employment or service to the Company, and not in lieu of any salary or other compensation for his or her services, a Restricted Stock Unit Award (the “Award”) for such number of Shares as is set forth in the Notice of Restricted Stock Unit Grant (the “Notice”) attached to this Agreement, subject to the terms and conditions set forth on the Notice. The Participant expressly acknowledges that the terms of the Notice shall be incorporated herein by reference and shall constitute part of this Agreement. The Participant further acknowledges that the Participant’s signature on the Grant Notice contained in the Notice, or the Participant's electronic acceptance of the Award (using such procedures as required by the Company, including an online acceptance process through a website maintained by the Company or an agent designated by the Company), shall constitute his or her acceptance of all of the terms of this Agreement. The Company has no obligation to advise the Participant or any other person regarding the expiration or pending expiration of the Award.
3. Vesting. Subject to the terms of the Plan and this Agreement, the Award shall vest, and the Shares subject to the Award shall be distributable as provided in Section 4 herein, upon such date or dates, and subject to such conditions, as are described in this Agreement, including but not limited to the terms of the Notice attached hereto. Subject to the terms of the Plan (and taking into account any Code Section 409A considerations), the Administrator has sole authority to determine whether and to what degree the Award has vested and is payable and to establish and interpret the terms and conditions of this Agreement and the Plan.
RSU Agreement (Non-Employee Directors)
4. Settlement of Award. Subject to Plan terms, the Award, if and to the extent vested in accordance with the terms of this Agreement, shall be payable in shares of Common Stock. A certificate or certificates for the Shares subject to the Award or portion thereof shall be issued in the name of the Participant or his or her beneficiary (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall be provided) within 70 days following the date the Award or portion thereof has vested in accordance with the terms of this Agreement. If the 70-day period described herein begins in one calendar year and ends in another, the Participant (or his or her beneficiary) shall not have the right to designate the calendar year of the distribution. Notwithstanding the foregoing, if the Participant is or may be a “specified employee” (as defined under Code Section 409A), and the distribution is considered deferred compensation under Code Section 409A, then such distribution if made due to separation from service shall be subject to delay as provided in Section 20 of the Plan (or any successor provision thereto).
5. Termination of Service; Change in Control. Except as otherwise provided in the Plan or this Agreement, if the service of the Participant is terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary) and all or any part of the Award has not vested pursuant to the terms of the Plan and the Agreement, the Award, to the extent not then vested, shall be forfeited immediately upon such termination and the Participant (and any person claiming through the Participant) shall have no further rights with respect to the Award or the Shares. Notwithstanding the foregoing:
(a) If the service of the Participant is terminated because of death or Disability, the Award, to the extent unvested, shall immediately vest.
(b) If the service of the Participant terminates because of Retirement, the Award, to the extent unvested, shall immediately vest. For this purpose, Retirement means the Participant's termination of service due to retirement in accordance with the retirement policies and/or practices of the Board applicable to Directors.
(c) Upon a Change in Control, the provisions of Section 14 of the Plan will apply.
6. No Right of Continued Service. Nothing contained in this Agreement or the Plan shall confer upon the Participant any right to continue in the employment or service of the Company or an Affiliate or interfere with the right of the Company or an Affiliate to terminate the Participant’s employment or service at any time and for any reason or no reason. Except as otherwise provided in the Plan, the Agreement or as may be determined by the Administrator, all rights of the Participant with respect to the unvested portion of the Award shall terminate upon the termination of the Participant’s employment or service. The grant of the Award does not create any obligation to grant further awards to the Participant under the Plan.
7. Nontransferability. Unless the Administrator determines otherwise, any portion of the Award that has not vested shall not be transferable (including by sale, assignment, pledge or hypothecation) other than transfers by will or the laws of intestate succession, and the Participant shall not sell, transfer, assign, pledge or otherwise encumber Shares subject to the Award until all conditions to vesting have been met and such Shares have been issued and delivered to the Participant. The designation of a beneficiary in accordance with the Plan does not constitute a transfer.
8. Rights as a Shareholder. The Participant or his or her legal representatives, legatees or distributees shall not be deemed to be the holder of any Shares subject to the Award and shall not have any dividend rights (except as otherwise provided in Section 9 herein), voting rights or other rights as a shareholder unless and until (and then only to the extent that) the Award has vested and certificates for such Shares have been issued and delivered to him, her or them (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall have been provided).
9. Dividend Equivalents. On the first regular payroll date of the Company following each dividend payment date on the Common Stock, the Company will pay to the Participant a cash amount for each Share subject to the Award, to the extent unvested, equivalent to the cash dividend paid per share on the Common Stock.
10. 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.
11. Compliance with Recoupment, Ownership and Other Policies and Agreements. As a condition to receiving the Award, 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 policies maintained by the Company, 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.
12. Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the Award 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 does not supersede or amend any existing confidentiality agreement, non-solicitation agreement, noncompetition agreement, employment agreement, consulting agreement or any other similar agreement between the Participant and the Company or an Affiliate, including, but not limited to, any restrictive covenants contained in such 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.
13. 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. Any and all disputes between the Participant or any person claiming through him or her and the Company or any of its Affiliates related to this Agreement or the Plan shall be brought only in the state courts of Surry County, North Carolina, or the United States District Court for the Western District of North Carolina, as applicable.
14. Amendment and Termination; Waiver. This Agreement may be amended, altered, suspended and/or terminated as provided in the Plan. Without limiting the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Award in recognition of unusual or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Law. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.
15. Withholding; Tax Matters.
(a) The Company shall withhold all required local, state, federal, foreign and other taxes and any other amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Award. Prior to the delivery or transfer of any certificate for shares or any other benefit conferred under the Plan, the Company shall require the Participant or other person to pay to the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may in its discretion establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income tax obligations relating to the Award, by electing to deliver to the Company shares of Common Stock held by the Participant (which are fully vested and not subject to any pledge or other security interest) or to have the Company withhold shares of Common Stock from the shares to which the recipient is otherwise entitled. The number of shares to be withheld or delivered shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Administrator in a manner in accordance with Applicable Law and applicable accounting principles), the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator.
(b) The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the Award and/or the acquisition or disposition of the Shares subject to the Award and the receipt of any dividends, and that he or she should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant further acknowledges that he or she is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with the Award (including but not limited to any taxes arising under Code Section 409A), and the Company shall not have any liability for, or any obligation to indemnify, gross up or otherwise hold the Participant harmless from, any or all of such taxes. The Participant further acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant or any other person.
16. 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.
17. 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 Company's records, or if to the Company, at the Company's principal office.
18. 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.
19. Other Restrictions. The Company may impose such restrictions on any Shares issued pursuant to the Award 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 Company shall not be obligated to issue, deliver or transfer Shares of Common Stock, make any other distribution of benefits, or take any other action, unless such delivery, distribution or action is in compliance with Applicable Law (including but not limited to the requirements of the Securities Act). The Company may cause a restrictive legend to be placed on any certificate issued pursuant to vesting of the Award in such form as may be prescribed from time to time by Applicable Law or as may be advised by legal counsel.
20. Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver to and obtain Participant’s acceptance of any documents related to the Award or future awards that may be granted under the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive and accept such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Exhibit 10.4
INSTEEL INDUSTRIES, INC.
2025 EQUITY INCENTIVE PLAN
Stock Option Agreement
THIS AGREEMENT (together with the Notice of Option Grant (the “Notice”) attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on the Notice, is between INSTEEL INDUSTRIES, INC., a North Carolina corporation (the “Company”), and the individual identified on the Notice, an Employee, Director or Consultant of the Company or an Affiliate (the “Participant”).
R E C I T A L S :
In furtherance of the purposes of the Insteel Industries, Inc. 2025 Equity Incentive Plan (as it may be amended and/or restated, 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 Company and the Participant hereby agree as follows:
1. Incorporation of Plan. The rights and duties of the Company and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, a copy of which is delivered herewith or has been previously delivered to the Participant, and the terms of which are expressly incorporated herein by reference and made a part hereof. Unless the Administrator determines otherwise, (i) in the event of a conflict between any term or provision contained in the Plan and an express term contained in this Agreement, the applicable terms and provisions of the Plan will govern and prevail, and (ii) the terms of this Agreement shall not be deemed to be in conflict or inconsistent with the Plan merely because they impose greater or additional restrictions, obligations or duties, or if the Agreement provides that the Agreement terms apply notwithstanding the provisions to the contrary in the Plan. Unless otherwise defined herein, capitalized terms in the Agreement shall have the same definitions as set forth in the Plan.
2. Grant of Option; Term of Option. Subject to the terms of this Agreement and the Plan, the Company hereby grants the Participant, as a matter of separate inducement and agreement in connection with his or her employment with or service to the Company or an Affiliate, and not in lieu of any salary or other compensation for his or her services, the right and option (the “Option”) to purchase all or any part of the shares subject to the Option (the “Shares”), at the Option Price per Share as set forth in the Notice. The Option shall be designated as a Nonqualified Option or an Incentive Option as indicated in the Notice. If the Option is designated as an Incentive Option and such Option does not qualify as an incentive stock option under Code Section 422, the Option (or portion thereof) 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 Expiration Date (such term commencing with the Grant Date and ending on the Expiration Date being referred to as the “Option Period”). The Participant expressly acknowledges that the terms of the Notice shall be incorporated herein by reference and shall constitute part of this Agreement. The Participant further acknowledges that the Participant’s signature on the Notice, or the Participant's electronic acceptance of the Option (using such procedures as required by the Company, including an online acceptance process through a website maintained by the Company or an agent designated by the Company), shall constitute his or her acceptance of all of the terms of this Agreement. The Company has no obligation to advise the Participant or any other person regarding the expiration or pending expiration of the Option.
Stock Option Agreement (2025 Plan)
3. Exercise of Option.
(a) Subject to the terms of the Plan and this Agreement, the Option shall vest and become exercisable on the date or dates and subject to such other conditions, as are set forth in the Notice.
(b) To the extent that the Option is exercisable but is not exercised, the Option shall accumulate and be exercisable by the Participant 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 made in cash or cash equivalent; provided that, except where prohibited by the Administrator or any Applicable Law (and subject to such terms and conditions as may be established by the Administrator), payment may also be made (i) by delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant for such time period, if any, as may be determined by the Administrator; (ii) by shares of Common Stock withheld upon exercise; (iii) by delivery of written notice of exercise to the Company and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to the Company the amount of sale or loan proceeds to pay the Option Price; (iv) by such other payment methods as may be approved by the Administrator and which are acceptable under Applicable Law; and/or (v) by any combination of the foregoing methods. Upon the exercise of the Option in whole or in part, payment of the Option Price in accordance with the provisions of the Plan and this Agreement, and satisfaction of such other conditions as may be established by the Administrator, the Company shall promptly deliver to the Participant a certificate or certificates for the Shares purchased (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall be provided). Shares tendered or withheld in payment of the Option Price upon exercise of the Option shall be valued at their Fair Market Value on the date of exercise, determined in accordance with the terms of the Plan.
(c) If the Option is intended to qualify as an Incentive Option (“ISO”) under Code Section 422, then, notwithstanding such designation, if the Participant becomes eligible in any given year to exercise ISOs for Shares having a Fair Market Value in excess of $100,000, those options representing the excess shall be treated as Nonqualified Options. In the previous sentence, “ISOs” include ISOs granted under any plan of the Company or any Parent or any Subsidiary of the Company. For the purpose of deciding which options apply to Shares that “exceed” the $100,000 limit, ISOs shall be taken into account in the same order as granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted. The Participant hereby acknowledges that there is no assurance that the Option will, in fact, be treated as an Incentive Option under Code Section 422 even if designated as such. In the event the Code or the regulations promulgated thereunder are amended after the Grant Date to provide for a different limitation on the Fair Market Value of shares permitted to be subject to Incentive Options, then such different limit shall be automatically incorporated herein.
4. Termination of Employment or Service; Change in Control. Except as otherwise expressly provided in this Section 4, all rights of the Participant under the Plan with respect to the unexercised portion of his or her Option (whether or not then vested and exercisable) shall terminate upon termination of the employment or service of the Participant with the Company or an Affiliate.
(a) The employment or service relationship of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed 90 days, or, if longer, as long as the Participant’s right to reemployment is guaranteed either by statute or by contract. The employment or service relationship of the Participant shall also be treated as continuing intact while the Participant is not in active service because of Disability. The Administrator shall have sole authority to determine the basis of a Participant’s termination of employment or service and, if applicable, the Participant’s Termination Date.
(b) If the employment of the Participant 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 Participant’s Termination Date or (B) the Expiration Date of the Option. In the event of the Participant’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 Participant’s Disability, such Option may be exercised by the Participant’s guardian or legal representative.
(c) If the employment of the Participant terminates because of Retirement, the Option shall immediately vest and must be exercised, if at all, prior to the Expiration Date of the Option; provided that, if the Option is designated as an Incentive Option and the Participant fails to exercise all or a portion of the Option by the end of the 90-day period following his or her Termination Date, the Option (or portion thereof not so exercised) shall thereafter be treated as a Nonqualified Option. For this purpose, Retirement means the Participant’s termination of employment other than by reason of death or Disability after having (X)(A) attained age 55, (B) completed 10 “years of service” (as that term is defined in the Insteel Industries, Inc. Retirement Savings Plan or any successor plan thereto) with the Company or an Affiliate, and (C) provided at least four months’ prior written notice to the Company (in form acceptable to the Company) of the Participant’s planned retirement date; or (Y) if prior to having fulfilled all three of such conditions, only after having obtained the prior permission of the Committee. Notwithstanding the foregoing, the Administrator 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)(i)). 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 Option will not immediately vest and be exercisable until the expiration of the Option Period upon the Participant’s termination of employment from the Company or an Affiliate if he or she engages in Conflicting Activities.
(i) “Conflicting Activities” means, without the advance, express written consent of the Administrator, at any time during Participant’s employment the Company or an Affiliate or the 12 months immediately following the termination of such employment:
(A) 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(c)(ii));
(B) The Participant is or becomes a partner or joint venture in any business or other enterprise or undertaking with a Direct Competitor; or
(C) The Participant becomes employed by or performs services (including contract, consulting or advisory services) for a Direct Competitor in the Territory (as defined in Section 4(c)(iii)) if the Participant’s duties or services are the same or substantially similar in any material way to the services he or she performed for the Company or an Affiliate in the 12 months preceding the Participant’s termination of employment from the Company or an Affiliate.
(ii) “Direct Competitor” means any person, entity or other business concern that manufactures and/or markets steel products for reinforcing concrete, or which offers or sells any of the products or services that are competitive with those provided by the Company or an Affiliate and that are of the type conducted, authorized, offered or provided by the Company or an Affiliate within the 12 months preceding the Participant’s termination of employment from the Company or an Affiliate.
(iii) “Territory” means the following geographic areas: (i) the United States; (ii) each state in the United States where the Company has offices or facilities in the 12 months preceding the Participant’s termination of employment from the Company or an Affiliate; (iii) any operational or sales region over which the Participant had management or oversight responsibilities in the 12 months preceding the Participant’s termination of employment from the Company or an Affiliate; and (iv) the state of the Participant’s assigned work location at the time of the Participant’s termination of employment from the Company or an Affiliate.
(d) If the employment of the Participant is terminated for any reason other than death, Disability, Retirement or Cause, the unvested portion of the Option shall be forfeited as of the Participant’s Termination Date and the vested portion must be exercised, if at all, prior to the earlier of: (A) 90 days following the Participant’s Termination Date or (B) the Expiration Date of the Option.
(e) If the employment or service of the Participant is terminated for Cause, the Option, whether vested or unvested, shall lapse and no longer be exercisable as of the Participant’s Termination Date. The determination of “Cause” shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant’s employment or service shall also be deemed to have terminated for Cause if, after the Participant’s employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause.
(f) Upon a Change in Control, the provisions of Section 14 of the Plan will apply. In addition, without limiting in any way the effect of the foregoing or the provisions of Section 14 of the Plan, the Administrator may in its discretion determine that some or all of the Option, to the extent outstanding, (i) shall terminate as of the date of or before the Change of Control without any payment to the Participant (provided that the Administrator gives prior written notice to the Participant of such termination and gives the Participant the right to exercise the Option, to the extent then outstanding, before such date) or (ii) may terminate before or on the date of the Change of Control all or a portion of the Option, to the extent outstanding, in consideration of payment to the Participant with respect to each Share for which the Option is then exercisable, of the excess, if any, of the Fair Market Value on such date of the Common Stock subject to the exercisable portion of the Option over the Option Price. The payment described in (ii) in the preceding sentence may be made in any manner the Administrator determines, including cash, stock or other property.
5. 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.
6. No Right of Continued Employment or Service. Nothing contained in this Agreement or the Plan shall confer upon the Participant any right to continue in the employment or service of the Company or an Affiliate or interfere with the right of the Company or an Affiliate to terminate the Participant’s employment or service at any time and for any reason or no reason. Except as otherwise provided in the Plan, the Agreement or as may be determined by the Administrator, all rights of the Participant with respect to the unvested portion of the Option shall terminate upon the termination of the Participant’s employment or service. The grant of the Option does not create any obligation to grant further awards to the Participant under the Plan.
7. Nontransferability of Option. To the extent that this Option is designated as an Incentive Option, the Option shall not be transferable (including by sale, assignment, pledge or hypothecation) other than transfers by will or the laws of intestate succession or, in the Administrator’s discretion, such transfers (for no consideration) as may otherwise be permitted in accordance with Treas. Reg. Section 1.421-1(b)(2) or Treas. Reg. Section 1.421-2(c) or any successor provisions thereto. To the extent that this Option is designated as a Nonqualified Option, the Option shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession, except for transfers (for no consideration) if and to the extent permitted by the Administrator in a manner consistent with the registration provisions of the Securities Act. Except as may be permitted by the preceding, an Option shall be exercisable during the Participant’s lifetime only by him or her or by his or her guardian or legal representative. The designation of a beneficiary in accordance with the Plan does not constitute a transfer.
8. Compliance with Recoupment, Ownership and Other Policies and Agreements. As a condition to receiving the Option, 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 policies maintained by the Company, 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.
9. Superseding Agreement; Binding Effect. This Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the Option 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 does not supersede or amend any existing confidentiality agreement, non-solicitation agreement, noncompetition agreement, employment agreement, consulting agreement or any other similar agreement between the Participant and the Company or an Affiliate, including, but not limited to, any restrictive covenants contained in such 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. Any and all disputes between the Participant or any person claiming through him or her and the Company or any of its Affiliates related to this Agreement or the Plan shall be brought only in the state courts of Surry County, North Carolina, or the United States District Court for the Western District of North Carolina, as applicable.
11. Amendment and Termination; Waiver. This Agreement may be amended, altered, suspended and/or terminated as provided in the Plan. Without limiting the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A, Code Section 422 and federal securities laws). The Administrator also shall have unilateral authority to make adjustments to the terms and conditions of the Option in recognition of unusual or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law or accounting principles, if the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Law. The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant.
12. Rights as a Shareholder. The Participant or his or her 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 dividend rights, voting rights or other rights as a shareholder unless and until (and then only to the extent that) the Option has vested and been exercised and certificates for such Shares have been issued and delivered to him, her or them (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall have been provided).
13. Withholding.
(a) The Company shall withhold all required local, state, federal, foreign and other taxes and any other amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to the Option. Prior to the delivery or transfer of any certificate for shares or any other benefit conferred under the Plan, the Company shall require the Participant or other person to pay to the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator may in its discretion establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income tax obligations relating to the Option, by electing to deliver to the Company shares of Common Stock held by the Participant (which are fully vested and not subject to any pledge or other security interest) or to have the Company withhold shares of Common Stock from the shares to which the recipient is otherwise entitled. The number of shares to be withheld or delivered shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to, but not exceeding (unless otherwise permitted by the Administrator in a manner in accordance with Applicable Law and applicable accounting principles), the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator.
(b) The Participant acknowledges that there may be adverse tax consequences upon the grant or vesting of the Option and/or the acquisition or disposition of the Shares subject to the Option, and that he or she should consult with his or her own attorney, accountant and/or tax advisor regarding the decision to enter into this Agreement and the consequences thereof. The Participant further acknowledges that he or she is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with the Option (including but not limited to any taxes arising under Code Sections 422 and 409A), and the Company shall not have any liability for, or any obligation to indemnify, gross up or otherwise hold the Participant harmless from, any or all of such taxes. The Participant further acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including but not limited to income tax consequences) related to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant or any other person.
14. 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.
15. 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 Company’s records, or if to the Company, at the Company’s principal office.
16. 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.
17. Other Restrictions. The Company may impose such restrictions on any Shares issued pursuant to 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 Company shall not be obligated to issue, deliver or transfer shares of Common Stock, make any other distribution of benefits, or take any other action, unless such delivery, distribution or action is in compliance with Applicable Law (including but not limited to the requirements of the Securities Act). The Company 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 Law or as may be advised by legal counsel.
18. Qualification as an Incentive Stock Option. To the extent that the Option is designated as an Incentive Option, the Participant understands that in order to obtain the benefits of an incentive stock option, no sale or other disposition may be made of Shares for which incentive stock option treatment is desired within one year following the date of exercise of the Option or within two years from the Grant Date.
19. Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver to and obtain Participant’s acceptance of any documents related to the Option or future awards that may be granted under the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive and accept such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Exhibit 31.1
CERTIFICATION
I, H.O. Woltz III, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 29, 2025 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: |
(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): |
(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 17, 2025
/s/ H. O. Woltz III
H. O. Woltz III
President, Chief Executive Officer and Chairman of the Board
Exhibit 31.2
CERTIFICATION
I, Scot R. Jafroodi, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 29, 2025 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: |
(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): |
(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 17, 2025
/s/ Scot R. Jafroodi
Scot R. Jafroodi
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 March 29, 2025 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 17, 2025 |
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 March 29, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scot R. Jafroodi, 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/ Scot R. Jafroodi |
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Scot R. Jafroodi |
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Vice President, Chief Financial Officer and Treasurer |
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April 17, 2025 |