8-K
INSTEEL INDUSTRIES INC (IIIN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 19, 2023
Insteel Industries Inc.
(Exact Name of Registrant as Specified in Charter)
| North Carolina | 1-9929 | 56-0674867 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
1373 Boggs Drive
Mount Airy , North Carolina ### 27030
(Address of Principal Executive Offices, and Zip Code)
(336) 786-2141
Registrant’s Telephone Number, Including Area Code
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| --- | --- | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- | |
| Securities registered pursuant to Section 12(b) of the Act: | ||
| --- | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Common Stock (No Par Value) | IIIN | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On October 19, 2023, Insteel Industries Inc. issued a news release regarding its financial results for its fourth quarter and fiscal year ended September 30, 2023. A copy of this release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 2.02 of this Current Report on Form 8-K, including the related information in Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
| Exhibit 99.1 | News Release dated October 19, 2023 announcing fourth quarter and fiscal year ended September 30, 2023 financial results. |
|---|---|
| Exhibit 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INSTEEL INDUSTRIES, INC.
| By: | /s/ Elizabeth C. Southern |
|---|---|
| Name: | Elizabeth C. Southern |
| --- | --- |
| Title: | Vice President Administration, Secretary and Chief Legal Officer |
| --- | --- |
| Date: | October 19, 2023 |
| --- | --- |
ex_582120.htm
Exhibit 99.1
NEWS RELEASE
| FOR IMMEDIATE RELEASE | Contact: | Scot Jafroodi<br><br> <br>Vice President,<br><br> <br>Chief Financial Officer and Treasurer<br><br> <br>Insteel Industries Inc.<br><br> <br>(336) 786-2141 |
|---|
INSTEEL INDUSTRIES REPORTS FOURTH QUARTER AND FISCAL 2023 RESULTS
MOUNT AIRY, N.C., October 19, 2023 – Insteel Industries Inc. (NYSE: IIIN) (“Insteel” or the “Company), the largest manufacturer of steel wire reinforcing products for concrete construction applications in the United States, today announced financial results for its fourth quarter and fiscal year ended September 30, 2023.
Fourth Quarter 2023 Highlights
| ● | Net sales of $157.5 million |
|---|---|
| ● | Gross profit of $14.0 million, or 8.9% of net sales |
| --- | --- |
| ● | Net income of $5.6 million, or $0.29 per share |
| --- | --- |
| ● | Operating cash flow of $38.6 million |
| --- | --- |
| ● | Net cash balance of $125.7 million and no debt outstanding as of September 30, 2023 |
| --- | --- |
Fourth Quarter 2023 Results
Net earnings for the fourth quarter of fiscal 2023 were $5.6 million, or $0.29 per share, compared to $24.3 million, or $1.24 per share, in the same period a year ago. Despite improved demand, Insteel’s fourth quarter results were unfavorably impacted by narrower spreads between selling prices and raw material costs and higher unit manufacturing costs relative to the prior year quarter.
Net sales decreased 24.3% to $157.5 million from $208.0 million in the prior year quarter, reflecting a 27.8% decrease in average selling prices partially offset by a 4.9% increase in shipments. Average selling prices were negatively affected by persistent competitive pricing pressures and the downward trend in steel prices that has been observed throughout most of fiscal 2023. Shipments for the quarter benefited from improved order activity following the completion of customer destocking that had suppressed demand during most of the fiscal year. On a sequential basis, average selling prices decreased 6.6% from the third quarter, while shipments increased 1.8%.
Gross profit decreased to $14.0 million from $39.8 million in the prior year quarter, and gross margin narrowed to 8.9% from 19.1% resulting from the continued spread compression between selling prices and raw material costs and higher plant operating costs due to lower production volumes resulting from inventory reduction measures undertaken by the Company. Insteel’s net earnings for the prior year quarter reflect a $0.5 million decrease in the cash surrender value of life insurance policies, which increased selling, general and administrative expense, and decreased net earnings per share by $0.02.
Operating activities generated $38.6 million of cash during the fourth quarter compared to using $9.4 million in the prior year quarter due to the relative changes in working capital. Working capital provided $28.6 million of cash in the current year, driven by a reduction in inventory, while using $34.8 million the prior year.
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1373 BOGGS DRIVE, MOUNT AIRY, NC 27030/PHONE: (336) 786-2141/FAX: (336) 786-2144
WWW.INSTEEL.COM
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Fiscal 2023 Results
Net earnings for fiscal 2023 decreased to $32.4 million, or $1.66 per diluted share, from a record $125.0 million, or $6.37 per diluted share, in the prior year. Earnings for the current year benefited from a $3.3 million, or $0.13 per share, gain on the sale of property, plant and equipment.
Net sales decreased 21.5% to $649.2 million from $826.8 million in the prior year driven by a 17.1% decrease in average selling prices and a 5.3% decrease in shipments. Gross profit decreased to $65.4 million
from $197.3 million in the same period a year ago, and gross margin narrowed to 10.1% from 23.9% due to lower spreads, reduced shipments and higher operating costs.
Operating activities generated $142.2 million of cash compared to $5.7 million in the prior year due to relative changes in working capital. Working capital provided $95.6 million in the current year, driven by a reduction inventories and receivables, while using $134.3 million in the prior year.
Capital Allocation and Liquidity
Capital expenditures for fiscal 2023 increased to $30.7 million from $15.9 million in the prior year and are expected to total up to approximately $30 million in fiscal 2024 including expenditures primarily to advance the growth of our engineered structural mesh business and to support cost and productivity improvement initiatives as well as recurring maintenance requirements.
Insteel ended the year with a record $125.7 million of cash and no borrowings outstanding on its $100.0 million revolving credit facility.
Outlook
“In the wake of record financial results in the previous year, fiscal year 2023 presented a highly challenging business environment that required rebalancing our supply chain, a significant downward reset of steel prices and ongoing weakness in the residential construction market. In the face of these substantial headwinds, we are encouraged by the improving underlying demand for our products during the fourth quarter despite the current competitive landscape,” commented H.O. Woltz III, Insteel’s President and CEO. “Looking ahead to fiscal 2024, we are aware of the risks associated with higher interest rates and the implications for the broader U.S. economy and, ultimately, our end markets. Moreover, leading indicators and industry forecasts for nonresidential building construction are signaling a slowdown in activity from the elevated levels of recent years. Nevertheless, we remain cautiously optimistic as customer sentiment is mostly positive, and spending associated with the Infrastructure Investment and Jobs Act is expected to accelerate as we progress through fiscal 2024 and help drive demand.”
Mr. Woltz further commented, “During the fourth quarter, we successfully commissioned one of our recent capital projects, with the remaining two projects expected to be completed in the first half of fiscal 2024. These strategic investments in our facilities will allow us to broaden our product offering and expand our capacity while reducing the cash cost of operations.”
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Conference Call
Insteel will hold a conference call at 10:00 a.m. ET today to discuss its fourth quarter and 2023 fiscal year end financial results. A live webcast of this call can be accessed on Insteel’s website at https://investor.insteel.com and will be archived for replay until the next quarterly conference call.
About Insteel
Insteel is the nation’s largest manufacturer of steel wire reinforcing products for concrete construction applications. Insteel manufactures and markets prestressed concrete strand and welded wire reinforcement, including engineered structural mesh (“ESM”), concrete pipe reinforcement and standard welded wire reinforcement. Insteel’s products are sold primarily to manufacturers of concrete products and concrete contractors for use, primarily, in nonresidential construction applications. Headquartered in Mount Airy, North Carolina, Insteel operates ten manufacturing facilities located in the United States.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words “believes,” “anticipates,” “expects,” “estimates,” “appears,” “plans,” “intends,” “may,” “should,” “could” and similar expressions are intended to identify forward-looking statements. **** Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, they are subject to a number of risks and uncertainties, and we can provide no assurances that such plans, intentions or expectations will be implemented or achieved. Many of these risks and uncertainties are discussed in detail and are updated from time to time in our filings with the U.S. Securities and Exchange Commission (the “SEC”), in particular in our Annual Report on Form 10-K for the year ended October 1, 2022.
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. All forward-looking statements speak only to the respective dates on which such statements are made and we do not undertake any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as may be required by law.
It is not possible to anticipate and list all risks and uncertainties that may affect our future operations or financial performance; however, they include, but are not limited to, the following: the impact of COVID-19 on the economy, demand for our products and our operations, including the measures taken by governmental authorities to address it, which may precipitate or exacerbate other risks and/or uncertainties; general economic and competitive conditions in the markets in which we operate; changes in the spending levels for nonresidential and residential construction and the impact on demand for our products; changes in the amount and duration of transportation funding provided by federal, state and local governments and the impact on spending for infrastructure construction and demand for our products; the cyclical nature of the steel and building material industries; credit market conditions and the relative availability of financing for us, our customers and the construction industry as a whole; fluctuations in the cost and availability of our primary raw material, hot-rolled steel wire rod, from domestic and foreign suppliers; competitive
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pricing pressures and our ability to raise selling prices in order to recover increases in raw material or operating costs; changes in United States or foreign trade policy affecting imports or exports of steel wire rod or our products; unanticipated changes in customer demand, order patterns and inventory levels; the impact of fluctuations in demand and capacity utilization levels on our unit manufacturing costs; our ability to further develop the market for ESM and expand our shipments of ESM; legal, environmental, economic or regulatory developments that significantly impact our business or operating costs; unanticipated plant outages, equipment failures or labor difficulties; and the “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended October 1, 2022 and in other filings made by us with the SEC.
| INSTEEL INDUSTRIES INC. AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||
| (In thousands except for per share data) | ||||||||||||
| Three Months Ended | Year Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Unaudited) | (Unaudited) | (Unaudited) | **** | **** | **** | |||||||
| September 30, | October 1, | September 30, | October 1, | |||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net sales | $ | 157,524 | $ | 207,991 | $ | 649,188 | $ | 826,832 | ||||
| Cost of sales | 143,541 | 168,196 | 583,790 | 629,522 | ||||||||
| Gross profit | 13,983 | 39,795 | 65,398 | 197,310 | ||||||||
| Selling, general and administrative expense | 8,129 | 8,330 | 30,685 | 36,048 | ||||||||
| Restructuring recoveries, net | - | - | - | (318 | ) | |||||||
| Other expense (income), net | - | 103 | (3,423 | ) | 88 | |||||||
| Interest expense | 20 | 23 | 87 | 91 | ||||||||
| Interest income | (1,422 | ) | (216 | ) | (3,706 | ) | (326 | ) | ||||
| Earnings before income taxes | 7,256 | 31,555 | 41,755 | 161,727 | ||||||||
| Income taxes | 1,630 | 7,249 | 9,340 | 36,716 | ||||||||
| Net earnings | $ | 5,626 | $ | 24,306 | $ | 32,415 | $ | 125,011 | ||||
| Net earnings per share: | ||||||||||||
| Basic | $ | 0.29 | $ | 1.24 | $ | 1.66 | $ | 6.41 | ||||
| Diluted | 0.29 | 1.24 | 1.66 | 6.37 | ||||||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 19,499 | 19,558 | 19,504 | 19,517 | ||||||||
| Diluted | 19,568 | 19,628 | 19,566 | 19,629 | ||||||||
| Cash dividends declared per share | $ | 0.03 | $ | 0.03 | $ | 2.12 | $ | 2.12 |
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| INSTEEL INDUSTRIES INC. AND SUBSIDIARIES | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS | |||||||||
| (In thousands) | |||||||||
| (Unaudited) | **** | **** | **** | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, | July 1, | October 1, | |||||||
| 2023 | 2023 | 2022 | |||||||
| Assets | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Current assets: | |||||||||
| Cash and cash equivalents | $ | 125,670 | $ | 91,740 | $ | 48,316 | |||
| Accounts receivable, net | 63,424 | 66,363 | 81,646 | ||||||
| Inventories | 103,306 | 133,126 | 197,654 | ||||||
| Other current assets | 6,453 | 6,406 | 7,716 | ||||||
| Total current assets | 298,853 | 297,635 | 335,332 | ||||||
| Property, plant and equipment, net | 120,014 | 118,788 | 108,156 | ||||||
| Intangibles, net | 6,090 | 6,278 | 6,847 | ||||||
| Goodwill | 9,745 | 9,745 | 9,745 | ||||||
| Other assets | 12,811 | 12,936 | 11,665 | ||||||
| Total assets | $ | 447,513 | $ | 445,382 | $ | 471,745 | |||
| Liabilities and shareholders' equity | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Current liabilities: | |||||||||
| Accounts payable | $ | 34,346 | $ | 38,075 | $ | 46,796 | |||
| Accrued expenses | 11,809 | 12,984 | 15,800 | ||||||
| Total current liabilities | 46,155 | 51,059 | 62,596 | ||||||
| Other liabilities | 19,853 | 19,257 | 19,405 | ||||||
| Commitments and contingencies | |||||||||
| Shareholders' equity: | |||||||||
| Common stock | 19,454 | 19,433 | 19,478 | ||||||
| Additional paid-in capital | 83,832 | 83,150 | 81,997 | ||||||
| Retained earnings | 278,502 | 273,460 | 289,246 | ||||||
| Accumulated other comprehensive loss | (283 | ) | (977 | ) | (977 | ) | |||
| Total shareholders' equity | 381,505 | 375,066 | 389,744 | ||||||
| Total liabilities and shareholders' equity | $ | 447,513 | $ | 445,382 | $ | 471,745 |
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| INSTEEL INDUSTRIES INC. AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||
| (In thousands) | ||||||||||||
| Three Months Ended | Year Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Unaudited) | (Unaudited) | (Unaudited) | **** | **** | **** | |||||||
| September 30, | October 1, | September 30, | October 1, | |||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Cash Flows From Operating Activities: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net earnings | $ | 5,626 | $ | 24,306 | $ | 32,415 | $ | 125,011 | ||||
| Adjustments to reconcile net earnings to net cash provided by (used for) operating activities: | ||||||||||||
| Depreciation and amortization | 3,469 | 3,509 | 13,304 | 14,486 | ||||||||
| Amortization of capitalized financing costs | 12 | 16 | 57 | 65 | ||||||||
| Stock-based compensation expense | 891 | 1,034 | 2,425 | 2,429 | ||||||||
| Deferred income taxes | 1,229 | (297 | ) | 238 | 327 | |||||||
| Loss (gain) on sale and disposition of property, plant and equipment and assets held for sale | 50 | 115 | (3,271 | ) | (480 | ) | ||||||
| Increase in cash surrender value of life insurance policies over premiums paid | - | - | (531 | ) | - | |||||||
| Gain from life insurance proceeds | - | - | - | (364 | ) | |||||||
| Net changes in assets and liabilities: | ||||||||||||
| Accounts receivable, net | 2,939 | (471 | ) | 18,222 | (13,729 | ) | ||||||
| Inventories | 29,820 | (5,207 | ) | 94,348 | (118,605 | ) | ||||||
| Accounts payable and accrued expenses | (4,204 | ) | (29,161 | ) | (16,949 | ) | (1,964 | ) | ||||
| Other changes | (1,281 | ) | (3,288 | ) | 1,942 | (1,506 | ) | |||||
| Total adjustments | 32,925 | (33,750 | ) | 109,785 | (119,341 | ) | ||||||
| Net cash provided by (used for) operating activities | 38,551 | (9,444 | ) | 142,200 | 5,670 | |||||||
| Cash Flows From Investing Activities: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Capital expenditures | (4,098 | ) | (3,649 | ) | (30,702 | ) | (15,900 | ) | ||||
| Decrease (increase) in cash surrender value of life insurance policies | 249 | 349 | (476 | ) | 1,361 | |||||||
| Proceeds from sale of assets held for sale | - | - | - | 6,934 | ||||||||
| Proceeds from sale of property, plant and equipment | - | - | 9,924 | - | ||||||||
| Proceeds from surrender of life insurance policies | - | - | 358 | 110 | ||||||||
| Proceeds from life insurance claims | - | - | - | 1,456 | ||||||||
| Net cash used for investing activities | (3,849 | ) | (3,300 | ) | (20,896 | ) | (6,039 | ) | ||||
| Cash Flows From Financing Activities: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Proceeds from long-term debt | 68 | 46 | 323 | 266 | ||||||||
| Principal payments on long-term debt | (68 | ) | (46 | ) | (323 | ) | (266 | ) | ||||
| Cash dividends paid | (584 | ) | (584 | ) | (41,252 | ) | (41,162 | ) | ||||
| Cash received from exercise of stock options | 48 | - | 239 | 1,650 | ||||||||
| Financing costs | - | - | (177 | ) | - | |||||||
| Payment of employee tax withholdings related to net share transactions | (236 | ) | (197 | ) | (432 | ) | (483 | ) | ||||
| Repurchases of common stock | - | (1,204 | ) | (2,328 | ) | (1,204 | ) | |||||
| Net cash used for financing activities | (772 | ) | (1,985 | ) | (43,950 | ) | (41,199 | ) | ||||
| Net increase (decrease) in cash and cash equivalents | 33,930 | (14,729 | ) | 77,354 | (41,568 | ) | ||||||
| Cash and cash equivalents at beginning of period | 91,740 | 63,045 | 48,316 | 89,884 | ||||||||
| Cash and cash equivalents at end of period | $ | 125,670 | $ | 48,316 | $ | 125,670 | $ | 48,316 | ||||
| Supplemental Disclosures of Cash Flow Information: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Cash paid during the period for: | ||||||||||||
| Income taxes, net | $ | 2,368 | $ | 11,485 | $ | 7,834 | $ | 41,483 | ||||
| Non-cash investing and financing activities: | ||||||||||||
| Purchases of property, plant and equipment in accounts payable | 1,301 | 946 | 1,301 | 946 | ||||||||
| Restricted stock units and stock options surrendered for withholding taxes payable | 236 | 197 | 432 | 483 |