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): July 17, 2025
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 July 17, 2025, Insteel Industries Inc. issued a news release regarding its financial results for its third quarter ended June 28, 2025. 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 July 17, 2025 announcing financial results for the third quarter ended June 28, 2025.
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: | July 17, 2025 |
ex_839157.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 THIRD QUARTER 2025 RESULTS
MOUNT AIRY, N.C., July 17, 2025 – 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 third quarter of fiscal 2025 ended June 28, 2025.
Third Quarter 2025 Highlights
| ● | Net earnings of $15.2 million, or $0.78 per share |
|---|---|
| ● | Net sales of $179.9 million |
| ● | Gross profit of $30.8 million, or 17.1% of net sales |
| ● | Operating cash flow of $28.2 million |
| ● | Net cash balance of $53.7 million and no debt outstanding as of June 28, 2025 |
| ● | Navigating near-term challenges with cautiously optimistic outlook |
Third Quarter 2025 Results
Net earnings for the third quarter of fiscal 2025 increased to $15.2 million, or $0.78 per share, from $6.6 million, or $0.34 per share, for the same period a year ago. The results for the current quarter include $0.9 million in restructuring charges and acquisition-related costs, which collectively reduced net earnings per share by $0.03. Insteel’s third quarter performance was driven by higher shipments of its concrete reinforcement products along with wider spreads between selling prices and raw material costs, partially offset by an increase in selling, general and administrative expense driven by higher incentive plan expense.
Net sales rose 23.4% to $179.9 million from $145.8 million in the prior year quarter, driven by an 11.7% rise in average selling prices and a 10.5% increase in shipments. Higher average selling prices reflect pricing actions taken across all product lines to recover escalating raw material and operating costs. The rise in shipments was driven by the incremental volume generated from acquisitions completed earlier in the year and improved demand in construction markets. Sequentially, average selling prices increased by 8.2% from the second quarter of fiscal 2025, while shipments were up 3.5%. Gross profit improved to $30.8 million from $15.4 million in the prior year quarter, and gross margin expanded to 17.1% from 10.6%, reflecting the improvement in market conditions.
Operating activities generated $28.2 million of cash during the quarter compared with $18.7 million in the prior year quarter due to a combination of higher net earnings and the relative change in net working capital. Net working capital provided $9.4 million in the current year, compared to $7.8 million in the prior year quarter.
(MORE)
1373 BOGGS DRIVE, MOUNT AIRY, NC 27030/PHONE: (336) 786-2141/FAX: (336) 786-2144
WWW.INSTEEL.COM
Page 2 of 6
Nine Month 2025 Results
Net earnings for the first nine months of fiscal 2025 were $26.5 million, or $1.35 per diluted share, compared with $14.6 million, or $0.75 per share, for the same period a year ago. Insteel’s earnings for the current year period reflect $2.5 million of restructuring charges and acquisition-related costs, which collectively reduced net earnings per share by $0.10.
Net sales increased to $470.3 million from $394.9 million for the prior year period, driven by a 16.5% increase in shipments and a 2.2% rise in average selling prices. Gross profit increased to $64.8 million from $37.4 million in the same period a year ago, and gross margin widened to 13.8% from 9.5% due to improved conditions in reinforcing markets. Operating activities generated $44.2 million of cash compared with $42.0 million in the prior year period due to a combination of higher net earnings and the relative change in net working capital.
Capital Allocation and Liquidity
Capital expenditures for the first nine months of fiscal 2025 decreased to $6.5 million from $17.5 million in the comparable prior year period. Capital outlays for fiscal 2025 are expected to total up to approximately $11.0 million, primarily focused on cost and productivity improvement initiatives as well as recurring maintenance requirements. During fiscal 2025, the Company’s investment program in its facilities was temporarily slowed by integration activities related to recent acquisitions.
Insteel ended the quarter debt-free with $53.7 million of cash and no borrowings outstanding on its $100.0 million revolving credit facility.
Outlook
“As we had previously indicated, we experienced sourcing challenges during our third quarter related to reduced domestic capacity to produce steel wire rod, our primary raw material,” said H.O. Woltz III, President and CEO of Insteel. “Reduced domestic supplies of wire rod disrupted our production schedules, extended lead times, and impacted our ability to fully meet customer demand. As we indicated we would do, we turned to international markets to fill the supply gap, which will ease supply constraints moving forward into the fourth quarter.
“Alongside these availability challenges, we experienced sharply escalating wire rod prices in both domestic and international markets. Contributing to the upward pressure on prices was the unexpected decision by the Administration to double the Section 232 tariff on steel imports, which will affect our cost for substantial quantities of offshore purchases and require disciplined pricing strategies moving forward as we seek to recover higher costs in our markets.”
Mr. Woltz continued, “Despite these challenges, we remain confident in our business outlook. Our recent acquisitions are meaningfully contributing to our performance by enhancing shipment volumes and improving our competitive positioning in certain geographies. We are encouraged that customers generally express optimism about their business prospects, and demand has improved, even as broader macroeconomic indicators for the construction activity suggest a more cautious environment. That said, we are taking proactive steps to manage our costs and remain confident in our long-term competitive positioning.”
(MORE)
Page 3 of 6
Conference Call
Insteel will hold a conference call at 10:00 a.m. ET today to discuss its third quarter 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.
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 eleven manufacturing facilities located in the United States.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words “believes,” “anticipates,” “expects,” “estimates,” “appears,” “plans,” “intends,” “may,” “should,” “could” and similar expressions are intended to identify forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, they are subject to several risks and uncertainties, and we can provide no assurances that such plans, intentions or expectations will be implemented or achieved. Many of these risks and uncertainties are discussed in detail in our Annual Report on Form 10-K for the year ended September 28, 2024 and may be updated from time to time in our other filings with the U.S. Securities and Exchange Commission (the “SEC”).
All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. All forward-looking statements speak only to the respective dates on which such statements are made, and we do not undertake any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as may be required by law.
It is not possible to anticipate and list all risks and uncertainties that may affect our 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 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; the impact of cybersecurity breaches and data leaks: and the “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended September 28, 2024, and in other filings made by us with the SEC.
(MORE)
Page 4 of 6
INSTEEL INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except for per share data)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 28, | June 29, | June 28, | June 29, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net sales | $ | 179,886 | $ | 145,775 | $ | 470,262 | $ | 394,894 | ||||
| Cost of sales | 149,114 | 130,387 | 405,432 | 357,521 | ||||||||
| Gross profit | 30,772 | 15,388 | 64,830 | 37,373 | ||||||||
| Selling, general and administrative expense | 10,607 | 7,879 | 29,294 | 22,121 | ||||||||
| Restructuring charges, net | 843 | - | 2,201 | - | ||||||||
| Acquisition costs | 27 | - | 325 | - | ||||||||
| Other (income) expense, net | (16 | ) | 15 | (12 | ) | 2 | ||||||
| Interest expense | 14 | 19 | 40 | 76 | ||||||||
| Interest income | (472 | ) | (1,245 | ) | (1,574 | ) | (4,051 | ) | ||||
| Earnings before income taxes | 19,769 | 8,720 | 34,556 | 19,225 | ||||||||
| Income taxes | 4,610 | 2,155 | 8,086 | 4,589 | ||||||||
| Net earnings | $ | 15,159 | $ | 6,565 | $ | 26,470 | $ | 14,636 | ||||
| Net earnings per share: | ||||||||||||
| Basic | $ | 0.78 | $ | 0.34 | $ | 1.36 | $ | 0.75 | ||||
| Diluted | 0.78 | 0.34 | 1.35 | 0.75 | ||||||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 19,476 | 19,500 | 19,485 | 19,502 | ||||||||
| Diluted | 19,553 | 19,568 | 19,544 | 19,579 | ||||||||
| Cash dividends declared per share | $ | 0.03 | $ | 0.03 | $ | 1.09 | $ | 2.59 |
(MORE)
Page 5 of 6
INSTEEL INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
| (Unaudited) | **** | **** | **** | (Unaudited) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 28, | March 29, | December 28, | September 28, | June 29, | |||||||||||
| 2025 | 2025 | 2024 | 2024 | 2024 | |||||||||||
| Assets | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Current assets: | |||||||||||||||
| Cash and cash equivalents | $ | 53,665 | $ | 28,424 | $ | 35,951 | $ | 111,538 | $ | 97,745 | |||||
| Accounts receivable, net | 83,264 | 79,792 | 49,442 | 58,308 | 61,234 | ||||||||||
| Inventories | 119,171 | 96,033 | 98,670 | 88,840 | 89,379 | ||||||||||
| Other current assets | 7,442 | 6,536 | 8,422 | 8,608 | 8,766 | ||||||||||
| Total current assets | 263,542 | 210,785 | 192,485 | 267,294 | 257,124 | ||||||||||
| Property, plant and equipment, net | 131,083 | 133,944 | 136,379 | 125,540 | 127,889 | ||||||||||
| Intangibles, net | 17,034 | 17,514 | 17,998 | 5,341 | 5,528 | ||||||||||
| Goodwill | 37,755 | 37,755 | 35,641 | 9,745 | 9,745 | ||||||||||
| Other assets | 22,478 | 21,862 | 22,196 | 14,632 | 14,329 | ||||||||||
| Total assets | $ | 471,892 | $ | 421,860 | $ | 404,699 | $ | 422,552 | $ | 414,615 | |||||
| Liabilities and shareholders' equity | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Current liabilities: | |||||||||||||||
| Accounts payable | $ | 73,424 | $ | 42,998 | $ | 36,724 | $ | 37,487 | $ | 34,827 | |||||
| Accrued expenses | 16,301 | 11,427 | 10,360 | 9,547 | 9,888 | ||||||||||
| Total current liabilities | 89,725 | 54,425 | 47,084 | 47,034 | 44,715 | ||||||||||
| Other liabilities | 25,959 | 26,022 | 25,965 | 24,663 | 23,885 | ||||||||||
| Commitments and contingencies | |||||||||||||||
| Shareholders' equity: | |||||||||||||||
| Common stock | 19,410 | 19,412 | 19,431 | 19,452 | 19,445 | ||||||||||
| Additional paid-in capital | 88,368 | 87,959 | 86,919 | 86,671 | 85,599 | ||||||||||
| Retained earnings | 249,038 | 234,650 | 225,908 | 245,340 | 241,254 | ||||||||||
| Accumulated other comprehensive loss | (608 | ) | (608 | ) | (608 | ) | (608 | ) | (283 | ) | |||||
| Total shareholders' equity | 356,208 | 341,413 | 331,650 | 350,855 | 346,015 | ||||||||||
| Total liabilities and shareholders' equity | $ | 471,892 | $ | 421,860 | $ | 404,699 | $ | 422,552 | $ | 414,615 |
(MORE)
Page 6 of 6
INSTEEL INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 28, | June 29, | June 28, | June 29, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Cash Flows From Operating Activities: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net earnings | $ | 15,159 | $ | 6,565 | $ | 26,470 | $ | 14,636 | ||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 4,694 | 3,837 | 13,726 | 11,412 | ||||||||
| Amortization of capitalized financing costs | 12 | 12 | 38 | 38 | ||||||||
| Stock-based compensation expense | 427 | 508 | 2,115 | 1,903 | ||||||||
| Deferred income taxes | (548 | ) | 869 | (541 | ) | 3,638 | ||||||
| Asset impairment charges | 408 | - | 1,001 | - | ||||||||
| Loss on sale and disposition of property, plant and equipment | 52 | 26 | 86 | 50 | ||||||||
| Increase in cash surrender value of life insurance policies over premiums paid | (458 | ) | - | (152 | ) | (1,029 | ) | |||||
| Net changes in assets and liabilities (net of assets and liabilities acquired): | ||||||||||||
| Accounts receivable, net | (3,472 | ) | (5,685 | ) | (24,956 | ) | 2,190 | |||||
| Inventories | (23,138 | ) | 3,151 | (17,861 | ) | 13,927 | ||||||
| Accounts payable and accrued expenses | 36,035 | 10,367 | 42,612 | (2,492 | ) | |||||||
| Other changes | (972 | ) | (912 | ) | 1,632 | (2,295 | ) | |||||
| Total adjustments | 13,040 | 12,173 | 17,700 | 27,342 | ||||||||
| Net cash provided by operating activities | 28,199 | 18,738 | 44,170 | 41,978 | ||||||||
| Cash Flows From Investing Activities: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Acquisition of businesses | (600 | ) | - | (72,056 | ) | - | ||||||
| Capital expenditures | (1,597 | ) | (3,235 | ) | (6,490 | ) | (17,460 | ) | ||||
| Increase in cash surrender value of life insurance policies | (109 | ) | (45 | ) | (471 | ) | (443 | ) | ||||
| Proceeds from sale of assets held for sale | 57 | - | 57 | - | ||||||||
| Proceeds from sale of property, plant and equipment | 62 | 1 | 99 | 4 | ||||||||
| Proceeds from surrender of life insurances policies | 20 | 20 | 50 | 25 | ||||||||
| Net cash used for investing activities | (2,167 | ) | (3,259 | ) | (78,811 | ) | (17,874 | ) | ||||
| Cash Flows From Financing Activities: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Proceeds from long-term debt | 88 | 96 | 223 | 230 | ||||||||
| Principal payments on long-term debt | (88 | ) | (96 | ) | (223 | ) | (230 | ) | ||||
| Cash dividends paid | (582 | ) | (584 | ) | (21,178 | ) | (50,359 | ) | ||||
| Payment of employee tax withholdings related to net share transactions | (47 | ) | (101 | ) | (150 | ) | (262 | ) | ||||
| Cash received from exercise of stock options | 62 | - | 62 | 428 | ||||||||
| Repurchases of common stock | (224 | ) | (994 | ) | (1,966 | ) | (1,836 | ) | ||||
| Net cash used for financing activities | (791 | ) | (1,679 | ) | (23,232 | ) | (52,029 | ) | ||||
| Net increase (decrease) in cash and cash equivalents | 25,241 | 13,800 | (57,873 | ) | (27,925 | ) | ||||||
| Cash and cash equivalents at beginning of period | 28,424 | 83,945 | 111,538 | 125,670 | ||||||||
| Cash and cash equivalents at end of period | $ | 53,665 | $ | 97,745 | $ | 53,665 | $ | 97,745 | ||||
| Supplemental Disclosures of Cash Flow Information: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Cash paid during the period for: | ||||||||||||
| Income taxes, net | $ | 4,876 | $ | 2,543 | $ | 5,153 | $ | 3,267 | ||||
| Non-cash investing and financing activities: | ||||||||||||
| Purchases of property, plant and equipment in accounts payable | 1,435 | 2,624 | 1,435 | 2,624 | ||||||||
| Restricted stock units and stock options surrendered for withholding taxes payable | 47 | 101 | 150 | 262 |
IIIN – E