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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
 

 
FORM 8-K 
 

 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): October 17, 2024 
 

 
Insteel Industries Inc.
(Exact Name of Registrant as Specified in Charter) 
 

         
North Carolina
 
1-9929
 
56-0674867
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
   
 
1373 Boggs Drive
Mount Airy, North Carolina 27030
(Address of Principal Executive Offices, and Zip Code)
 
(336) 786-2141
Registrant’s Telephone Number, Including Area Code
 
 

(Former Name or Former Address, if Changed Since Last Report) 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
 Title of each class  Trading Symbol(s)
Name of each exchange on which registered
 Common Stock (No Par Value)  IIIN
The New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 






 
Item 2.02. Results of Operations and Financial Condition
 
On October 17, 2024, Insteel Industries Inc. issued a news release regarding its financial results for its fourth quarter and fiscal year ended September 28, 2024. A copy of this release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 2.02 of this Current Report on Form 8-K, including the related information in Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01. Financial Statements and Exhibits
 
Exhibit 99.1
 
Exhibit 104
Cover Page Interactive Data File (embedded within Inline XBRL document).
 


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
INSTEEL INDUSTRIES, INC.
 
By:
/s/ Elizabeth C. Southern
Name:
Elizabeth C. Southern
Title:
Vice President Administration, Secretary and Chief Legal Officer
Date:
October 17, 2024
 
EX-99.1 2 ex_732939.htm EXHIBIT 99.1 ex_732939.htm

Exhibit 99.1

 

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NEWS RELEASE

 

FOR IMMEDIATE RELEASE Contact:         

Scot Jafroodi

Vice President,

Chief Financial Officer and Treasurer

Insteel Industries Inc.

(336) 786-2141         

 

INSTEEL INDUSTRIES REPORTS FOURTH QUARTER AND FISCAL 2024 RESULTS

 

MOUNT AIRY, N.C., October 17, 2024 –– Insteel Industries Inc. (NYSE: IIIN) (“Insteel” or the “Company”), the nation’s largest manufacturer of steel wire reinforcing products for concrete construction applications, today announced financial results for its fourth quarter and fiscal year ended September 28, 2024.

 

Fourth Quarter 2024 Highlights

 

Net sales of $134.3 million

Gross profit of $12.3 million, or 9.1% of net sales

Net income of $4.7 million, or $0.24 per share

Operating cash flow of $16.2 million

Net cash balance of $111.5 million and no debt outstanding as of September 28, 2024

Improving business outlook

 

 

Fourth Quarter 2024 Results

 

Net earnings for the fourth quarter of fiscal 2024 were $4.7 million, or $0.24 per share, compared to $5.6 million, or $0.29 per share, in the same period a year ago. Insteel’s fourth quarter results were unfavorably impacted by narrower spreads between selling prices and raw material costs relative to the prior year quarter, along with lower shipments.

 

Net sales decreased 14.7% to $134.3 million, down from $157.5 million in the prior year quarter, reflecting a 12.9% decrease in average selling prices and a 2.1% decline in shipments. Average selling prices were negatively affected by persistent competitive pricing pressures in our welded wire reinforcing markets and the impact of low-priced PC strand imports. Shipments for the current year quarter were adversely impacted by weaker market conditions as compared to recent years and adverse weather conditions in certain of our markets during the period. Sequentially, average selling prices decreased 2.8% from the third quarter, while shipments declined 5.2%. Gross margin increased 20 basis points to 9.1% from 8.9% in the prior year quarter, mostly due to lower unit manufacturing costs on higher production volume.

 

Operating activities generated $16.2 million of cash during the fourth quarter compared to $38.6 million in the prior year quarter due to a reduction in the relative changes in net working capital. Working capital provided $5.3 million of cash in the current year, driven by a reduction in receivables and an increase in accounts payable and accrued expenses, compared to $28.6 million the prior year.

 

 

 

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1373 BOGGS DRIVE, MOUNT AIRY, NC 27030/PHONE: (336) 786-2141/FAX: (336) 786-2144

WWW.INSTEEL.COM


 

Page 2 of 6

 

Fiscal 2024 Results

 

Net earnings for fiscal 2024 decreased to $19.3 million, or $0.99 per share, from $32.4 million, or $1.66 per share, in the prior year. Earnings for the prior year benefited from a $3.3 million, or $0.13 per share, gain on the sale of property, plant, and equipment.

 

Net sales decreased 18.5% to $529.2 million from $649.2 million in the prior year, driven entirely by a decrease in average selling prices as shipments remained flat. Gross profit decreased to $49.6 million from $65.4 million in the same period a year ago, and gross margin narrowed to 9.4% from 10.1% due to lower spreads.

 

Operating activities generated $58.2 million of cash compared to $142.2 million in the prior year due to a reduction in net earnings and the relative change in working capital. Working capital provided $18.9 million of cash in the current year, driven by a reduction in inventories and receivables, compared to $95.6 million in the prior year.

 

Capital Allocation and Liquidity

 

Capital expenditures for fiscal 2024 decreased to $19.1 million from $30.7 million in the prior year and are expected to total up to approximately $22.0 million in fiscal 2025, primarily focused on cost and productivity improvement initiatives as well as recurring maintenance requirements.

 

Insteel ended the year with $111.5 million of cash and no borrowings outstanding on its $100.0 million revolving credit facility.

 

Outlook

 

“As we move forward into fiscal year 2025, we anticipate a gradual improvement in business conditions across our markets,” commented H.O. Woltz III, Insteel’s President and CEO. “Although recent leading indicators for nonresidential construction spending have been mixed, we expect that declining inflation and the downward trajectory in interest rates will help stimulate demand in the months ahead. Additionally, we remain optimistic about the impact of spending from the Infrastructure Investment and Jobs Act, which is expected to boost infrastructure-related project activity and lay a stronger foundation for future growth.”

 

Mr. Woltz further commented, “We also acknowledge the challenges ahead as import related headwinds are expected to persist in our PC strand markets, putting further pressure on selling prices, volumes and spreads in our first quarter. We are continuing our efforts to eliminate the section 232 tariff distortion in the PC strand market, and we will carefully consider filing antidumping and countervailing duty actions that are warranted.”

 

Conference Call

 

Insteel will hold a conference call at 10:00 a.m. ET today to discuss its fourth quarter and 2024 fiscal year end financial results. A live webcast of this call can be accessed on Insteel’s website at https://investor.insteel.com and will be archived for replay until the next quarterly conference call.

 

 

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Page 3 of 6

 

About Insteel

 

Insteel is the nation’s largest manufacturer of steel wire reinforcing products for concrete construction applications. Insteel manufactures and markets prestressed concrete strand and welded wire reinforcement, including engineered structural mesh (“ESM”), concrete pipe reinforcement and standard welded wire reinforcement. Insteel’s products are sold primarily to manufacturers of concrete products and concrete contractors for use, primarily, in nonresidential construction applications. Headquartered in Mount Airy, North Carolina, Insteel operates ten manufacturing facilities located in the United States.

 

Cautionary Note Regarding Forward-Looking Statements

 

This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words “believes,” “anticipates,” “expects,” “estimates,” “appears,” “plans,” “intends,” “may,” “should,” “could” and similar expressions are intended to identify forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, they are subject to several risks and uncertainties, and we can provide no assurances that such plans, intentions or expectations will be implemented or achieved. Many of these risks and uncertainties are discussed in detail in our Annual Report on Form 10-K for the year ended September 30, 2023, and may be updated from time to time in our other filings with the U.S. Securities and Exchange Commission (the “SEC”).

 

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. All forward-looking statements speak only to the respective dates on which such statements are made and we do not undertake any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as may be required by law.

 

It is not possible to anticipate and list all risks and uncertainties that may affect our future operations or financial performance; however, they include, but are not limited to, the following: general economic and competitive conditions in the markets in which we operate; changes in the spending levels for nonresidential and residential construction and the impact on demand for our products; changes in the amount and duration of transportation funding provided by federal, state and local governments and the impact on spending for infrastructure construction and demand for our products; the cyclical nature of the steel and building material industries; credit market conditions and the relative availability of financing for us, our customers and the construction industry as a whole; the impact of rising interest rates on the cost of financing for our customers; fluctuations in the cost and availability of our primary raw material, hot-rolled steel wire rod, from domestic and foreign suppliers; competitive pricing pressures and our ability to raise selling prices in order to recover increases in raw material or operating costs; changes in United States or foreign trade policy affecting imports or exports of steel wire rod or our products; unanticipated changes in customer demand, order patterns and inventory levels; the impact of fluctuations in demand and capacity utilization levels on our unit manufacturing costs; our ability to further develop the market for ESM and expand our shipments of ESM; legal, environmental, economic or regulatory developments that significantly impact our business or operating costs; unanticipated plant outages, equipment failures or labor difficulties; and the “Risk Factors” discussed in our Annual Report on Form 10-K for the year ended September 30, 2023, and in other filings made by us with the SEC.

 

 

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Page 4 of 6

 

INSTEEL INDUSTRIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except for per share data)

 

   

Three Months Ended

   

Year Ended

 
   

(Unaudited)

   

(Unaudited)

   

(Unaudited)

         
   

September 28,

   

September 30,

   

September 28,

   

September 30,

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Net sales

  $ 134,304     $ 157,524     $ 529,198     $ 649,188  

Cost of sales

    122,045       143,541       479,566       583,790  

Gross profit

    12,259       13,983       49,632       65,398  

Selling, general and administrative expense

    7,531       8,129       29,652       30,685  

Other expense (income), net

    35       -       37       (3,423 )

Interest expense

    13       20       89       87  

Interest income

    (1,382 )     (1,422 )     (5,433 )     (3,706 )

Earnings before income taxes

    6,062       7,256       25,287       41,755  

Income taxes

    1,393       1,630       5,982       9,340  

Net earnings

  $ 4,669     $ 5,626     $ 19,305     $ 32,415  
                                 
                                 

Net earnings per share:

                               

Basic

  $ 0.24     $ 0.29     $ 0.99     $ 1.66  

Diluted

    0.24       0.29       0.99       1.66  
                                 

Weighted average shares outstanding:

                               

Basic

    19,502       19,499       19,502       19,504  

Diluted

    19,564       19,568       19,575       19,566  
                                 

Cash dividends declared per share

  $ 0.03     $ 0.03     $ 2.62     $ 2.12  

 

 

 

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INSTEEL INDUSTRIES INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

 

   

(Unaudited)

         
   

September 28,

   

June 29,

   

September 30,

 
   

2024

   

2024

   

2023

 

Assets

                       

Current assets:

                       

Cash and cash equivalents

  $ 111,538     $ 97,745     $ 125,670  

Accounts receivable, net

    58,308       61,234       63,424  

Inventories

    88,840       89,379       103,306  

Other current assets

    8,608       8,766       6,453  

Total current assets

    267,294       257,124       298,853  

Property, plant and equipment, net

    125,540       127,889       120,014  

Intangibles, net

    5,341       5,528       6,090  

Goodwill

    9,745       9,745       9,745  

Other assets

    14,632       14,329       12,811  

Total assets

  $ 422,552     $ 414,615     $ 447,513  
                         

Liabilities and shareholders' equity

                       

Current liabilities:

                       

Accounts payable

  $ 37,487     $ 34,827     $ 34,346  

Accrued expenses

    9,547       9,888       11,809  

Total current liabilities

    47,034       44,715       46,155  

Other liabilities

    24,663       23,885       19,853  

Commitments and contingencies

                       

Shareholders' equity:

                       

Common stock

    19,452       19,445       19,454  

Additional paid-in capital

    86,671       85,599       83,832  

Retained earnings

    245,340       241,254       278,502  

Accumulated other comprehensive loss

    (608 )     (283 )     (283 )

Total shareholders' equity

    350,855       346,015       381,505  

Total liabilities and shareholders' equity

  $ 422,552     $ 414,615     $ 447,513  

 

 

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INSTEEL INDUSTRIES INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

   

Three Months Ended

   

Year Ended

 
   

(Unaudited)

   

(Unaudited)

   

(Unaudited)

         
   

September 28,

   

September 30,

   

September 28,

   

September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Cash Flows From Operating Activities:

                               

Net earnings

  $ 4,669     $ 5,626     $ 19,305     $ 32,415  

Adjustments to reconcile net earnings to net cash provided by operating activities:

                               

Depreciation and amortization

    4,001       3,469       15,413       13,304  

Amortization of capitalized financing costs

    12       12       50       57  

Stock-based compensation expense

    1,169       891       3,072       2,425  

Deferred income taxes

    557       1,229       4,195       238  

Loss (gain) on sale and disposition of property, plant and equipment and assets held for sale

    49       50       99       (3,271 )

Increase in cash surrender value of life insurance policies over premiums paid

    (503 )     -       (1,532 )     (531 )

Net changes in assets and liabilities:

                               

Accounts receivable, net

    2,926       2,939       5,116       18,222  

Inventories

    539       29,820       14,466       94,348  

Accounts payable and accrued expenses

    1,853       (4,204 )     (639 )     (16,949 )

Other changes

    957       (1,281 )     (1,338 )     1,942  

Total adjustments

    11,560       32,925       38,902       109,785  

Net cash provided by operating activities

    16,229       38,551       58,207       142,200  
                                 

Cash Flows From Investing Activities:

                               

Capital expenditures

    (1,689 )     (4,098 )     (19,149 )     (30,702 )

(Increase) decrease in cash surrender value of life insurance policies

    (74 )     249       (517 )     (476 )

Proceeds from sale of property, plant and equipment

    -       -       4       9,924  

Proceeds from surrender of life insurance policies

    -       -       25       358  

Net cash used for investing activities

    (1,763 )     (3,849 )     (19,637 )     (20,896 )
                                 

Cash Flows From Financing Activities:

                               

Proceeds from long-term debt

    68       68       298       323  

Principal payments on long-term debt

    (68 )     (68 )     (298 )     (323 )

Cash dividends paid

    (583 )     (584 )     (50,942 )     (41,252 )

Cash received from exercise of stock options

    -       48       428       239  

Financing costs

    -       -       -       (177 )

Payment of employee tax withholdings related to net share transactions

    (90 )     (236 )     (352 )     (432 )

Repurchases of common stock

    -       -       (1,836 )     (2,328 )

Net cash used for financing activities

    (673 )     (772 )     (52,702 )     (43,950 )
                                 

Net increase (decrease) in cash and cash equivalents

    13,793       33,930       (14,132 )     77,354  

Cash and cash equivalents at beginning of period

    97,745       91,740       125,670       48,316  

Cash and cash equivalents at end of period

  $ 111,538     $ 125,670     $ 111,538     $ 125,670  
                                 

Supplemental Disclosures of Cash Flow Information:

                               

Cash paid during the period for:

                               

Income taxes, net

  $ 65     $ 2,368     $ 3,332     $ 7,834  

Non-cash investing and financing activities:

                               

Purchases of property, plant and equipment in accounts payable

    2,449       1,301       2,449       1,301  

Restricted stock units and stock options surrendered for withholding taxes payable

    90       236       352       432  

 

 

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