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8-K - FORM 8-K - INSTEEL INDUSTRIES INCiiin_8k-101812.htm
Exhibit 99.1
Insteel Industries, Inc.
 
NEWS RELEASE

 
FOR IMMEDIATE RELEASE Contact: 
Michael C. Gazmarian
Vice President, Chief Financial Officer
and Treasurer
Insteel Industries, Inc.
336-786-2141, Ext. 3020
                                                                                                
INSTEEL INDUSTRIES REPORTS FOURTH QUARTER
AND FISCAL 2012 FINANCIAL RESULTS

MOUNT AIRY, N.C., October 18, 2012 – Insteel Industries, Inc. (NasdaqGS: IIIN) today reported net earnings of $0.8 million for the fourth quarter of fiscal 2012 compared with $1.0 million in the same period a year ago. Earnings per diluted share were unchanged from the prior year period at $0.05. The fourth quarter results for the prior year include $0.3 million of net restructuring recoveries related to the November 2010 acquisition of certain of the assets of Ivy Steel & Wire, Inc. (“Ivy”), which increased net earnings by $0.01 per share.

Insteel’s financial results for the fourth quarter of fiscal 2012 were unfavorably impacted by narrower spreads between selling prices and raw material costs relative to the prior year period. Demand for Insteel’s products remained at depressed levels due to continued weakness in its construction end markets. Insteel’s capacity utilization for the quarter was 48% compared with 44% in the third quarter of fiscal 2012 and 49% in the prior year quarter.

Net sales for the fourth quarter of fiscal 2012 decreased 1.2% to $97.9 million from $99.1 million in the same period a year ago. Shipments increased 4.1% from the prior year quarter while average selling prices decreased 5.1%. On a sequential basis, shipments increased 6.8% from the third quarter of fiscal 2012 while average selling prices decreased 2.1%.

For fiscal 2012, net earnings were $1.8 million, or $0.10 per share, compared with a net loss of $0.4 million, or $0.02 per share, in fiscal 2011. The current year results include restructuring charges related to the Ivy acquisition and a gain on the early extinguishment of debt, which, in the aggregate, reduced pre-tax earnings by $0.4 million and net earnings by $0.01 per diluted share. The prior year results include restructuring charges, acquisition-related costs and a bargain purchase gain related to the Ivy acquisition, which, in the aggregate, reduced pre-tax earnings by $11.3 million and net earnings by $0.40 per share.

Net sales for fiscal 2012 increased 7.8% to $363.3 million from $336.9 million in fiscal 2011. Shipments increased 5.1% from the prior year primarily due to the contribution of the Ivy facilities for the entire period in fiscal 2012 and average selling prices increased 2.6%.

Operating activities provided $11.4 million of cash for the fourth quarter of fiscal 2012 while using $3.2 million in the same period a year ago primarily due to the year-over-year changes in net working capital, which provided $8.5 million of cash in the current year quarter and used $7.3 million in the prior year quarter. Capital expenditures for fiscal 2012 totaled $8.1 million compared with $7.9 million in the prior year, and are not expected to exceed $12.0 million in fiscal 2013. Insteel ended the year with $11.5 million of borrowings outstanding on its $100.0 million revolving credit facility.
 
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1373 BOGGS DRIVE / MOUNT AIRY, NORTH CAROLINA 27030 / 336-786-2141/ FAX 336-786-2144
 
 
 

 
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Outlook

Commenting on the outlook for fiscal 2013, Insteel’s president and CEO, H.O. Woltz III said, “After showing signs of improvement earlier in the year, nonresidential construction, our primary demand driver, appears to have moderated in recent months. The heightened level of political and economic uncertainty has fostered a greater degree of conservatism throughout our supply chain, which is likely to persist through the first fiscal quarter. We also expect continued volatility in our raw material costs. In response to these challenges, we have intensified our pursuit of further cost reduction and performance improvement opportunities.

“The expansion plans for our engineered structural mesh (“ESM”) business are proceeding on schedule with the two new production lines expected to be commissioned during the second quarter of fiscal 2013. We believe that these investments will better position us to capitalize on the continued growth of the ESM market as well as broaden our product offering. The state-of-the-art technology that we are employing should also enable us to achieve significant improvements in our manufacturing costs and customer service capabilities, further solidifying our market leadership position.”

Conference Call

Insteel will hold a conference call at 10:00 a.m. ET today to discuss its fourth quarter and fiscal 2012 financial results. A live webcast of this call can be accessed on Insteel’s website at http://investor.insteel.com/events.cfm 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 PC strand and welded wire reinforcement, including engineered structural mesh, concrete pipe reinforcement and standard welded wire reinforcement. Insteel’s products are sold primarily to manufacturers of concrete products that are used in nonresidential construction. Headquartered in Mount Airy, North Carolina, Insteel operates nine 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,” “plans,” “intends,” “may,” “should” and similar expressions are intended to identify forward-looking statements. Although Insteel believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, such forward-looking statements are subject to a number of risks and uncertainties, and Insteel can provide no assurances that such plans, intentions or expectations will be achieved. Many of these risks and uncertainties are discussed in detail in Insteel’s periodic and other reports and statements that it files with the U.S. Securities and Exchange Commission (the “SEC”), in particular in its Annual Report on Form 10-K for the year ended October 1, 2011. You should carefully review these risks and uncertainties.

All forward-looking statements attributable to Insteel or persons acting on its 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 Insteel does not undertake and specifically declines 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.

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Insteel Industries, Inc.

 
 

 
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It is not possible to anticipate and list all risks and uncertainties that may affect Insteel’s 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 Insteel operates; credit market conditions and the relative availability of financing for Insteel, its customers and the construction industry as a whole; the continuation of reduced spending for nonresidential construction and the impact on demand for Insteel’s products; the impact of the new federal transportation funding authorization on spending for infrastructure construction and demand for Insteel’s products; the severity and duration of the downturn in residential construction and the impact on those portions of Insteel’s business that are correlated with the housing sector; the cyclical nature of the steel and building material industries; fluctuations in the cost and availability of Insteel’s primary raw material, hot-rolled steel wire rod, from domestic and foreign suppliers; competitive pricing pressures and Insteel’s ability to raise selling prices in order to recover increases in wire rod costs; changes in United States (“U.S.”) or foreign trade policy affecting imports or exports of steel wire rod or Insteel’s products; unanticipated changes in customer demand, order patterns and inventory levels; the impact of weak demand and reduced capacity utilization levels on Insteel’s unit manufacturing costs; Insteel’s ability to further develop the market for engineered structural mesh and expand its shipments of engineered structural mesh; legal, environmental, economic or regulatory developments that significantly impact Insteel’s operating costs; unanticipated plant outages, equipment failures or labor difficulties; continued escalation in certain of Insteel’s operating costs; and the other risks and uncertainties discussed in Insteel’s Annual Report on Form 10-K for the year ended October 1, 2011 and in other filings made by Insteel with the SEC.
 
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Insteel Industries, Inc.

 
 

 
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INSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except for per share data)

   
Three Months Ended
   
Year Ended
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
       
   
September 29,
2012
   
October 1,
2011
   
September 29,
2012
   
October 1,
2011
 
                         
Net sales
  $ 97,865     $ 99,091     $ 363,303     $ 336,909  
Cost of sales
    91,964       91,345       340,845       305,166  
Gross profit
    5,901       7,746       22,458       31,743  
Selling, general and administrative expense
    4,578       5,970       18,911       19,608  
Gain on early extinguishment of debt
    -       -       (425 )     -  
Restructuring charges (recoveries), net
    -       (255 )     832       8,318  
Acquisition costs
    -       -       -       3,518  
Bargain purchase gain
    -       -       -       (500 )
Other income, net
    26       (126 )     (188 )     (222 )
Interest expense
    149       294       623       958  
Interest income
    (1 )     (1 )     (21 )     (38 )
Earnings before income taxes
    1,149       1,864       2,726       101  
Income taxes
    316       892       917       488  
Net earnings (loss)
  $ 833     $ 972     $ 1,809     $ (387 )
                                 
                                 
Net earnings (loss) per share:
                               
Basic
  $ 0.05     $ 0.06     $ 0.10     $ (0.02 )
Diluted
    0.05       0.05       0.10       (0.02 )
                                 
Weighted average shares outstanding
                               
Basic
    17,705       17,598       17,664       17,562  
Diluted
    17,995       17,781       17,990       17,562  
                                 
Cash dividends declared per share
  $ 0.03     $ 0.03     $ 0.12     $ 0.12  
 
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Insteel Industries, Inc.

 
 

 
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INSTEEL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)

   
(Unaudited)
       
   
September 29,
2012
   
June 30,
2012
   
October 1,
2011
 
Assets
                 
Current assets:
                 
Cash and cash equivalents
  $ 10     $ 10     $ 10  
Accounts receivable, net
    42,138       40,714       41,971  
Inventories, net
    65,774       77,388       76,374  
Other current assets
    7,146       5,326       4,093  
Total current assets
    115,068       123,438       122,448  
Property, plant and equipment, net
    87,716       86,937       89,484  
Other assets
    5,768       5,646       4,598  
Total assets
  $ 208,552     $ 216,021     $ 216,530  
                         
Liabilities and shareholders' equity
                       
Current liabilities:
                       
Accounts payable
  $ 30,126     $ 32,226     $ 38,607  
Accrued expenses
    5,877       5,867       7,377  
Current portion of long-term debt
    -       -       675  
Total current liabilities
    36,003       38,093       46,659  
Long-term debt
    11,475       18,615       13,481  
Other liabilities
    11,574       10,191       7,916  
Commitments and contingencies
                       
Shareholders' equity:
                       
Common stock
    17,717       17,691       17,609  
Additional paid-in capital
    50,379       49,903       48,723  
Retained earnings
    83,845       83,543       84,157  
Accumulated other comprehensive loss
    (2,441 )     (2,015 )     (2,015 )
Total shareholders' equity
    149,500       149,122       148,474  
Total liabilities and shareholders' equity
  $ 208,552     $ 216,021     $ 216,530  
 
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Insteel Industries, Inc.
 
 
 

 
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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 29,
2012
   
October 1,
2011
   
September 29,
2012
   
October 1,
2011
 
Cash Flows From Operating Activities:
                       
Net earnings (loss)
  $ 833     $ 972     $ 1,809     $ (387 )
Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities:
                               
Depreciation and amortization
    2,467       2,511       9,762       9,573  
Amortization of capitalized financing costs
    27       20       97       81  
Stock-based compensation expense
    744       1,019       2,208       2,917  
Gain on early extinguishment of debt
    -       -       (425 )     -  
Asset impairment charges (recoveries)
    -       (310 )     (11 )     3,825  
Deferred income taxes
    270       683       835       209  
Excess tax deficiencies (benefits) from stock-based compensation
    120       73       -       (8 )
Loss (gain) on sale of property, plant and equipment
    28       (1,608 )     (46 )     (1,618 )
Gain from life insurance proceeds
    (505 )     -       (505 )     (357 )
Increase in cash surrender value of life insurance policies over premiums paid
    (180 )     -       (750 )     -  
Net changes in assets and liabilities (net of assets and liabilities acquired):
                               
Accounts receivable, net
    (1,424 )     1,720       (167 )     (17,001 )
Inventories
    11,614       (5,920 )     10,600       (11,870 )
Accounts payable and accrued expenses
    (1,655 )     (3,148 )     (9,562 )     12,439  
Other changes
    (929 )     819       (701 )     (710 )
Total adjustments
    10,577       (4,141 )     11,335       (2,520 )
Net cash provided by (used for) operating activities
    11,410       (3,169 )     13,144       (2,907 )
                                 
Cash Flows From Investing Activities:
                               
Capital expenditures
    (3,705 )     (1,645 )     (8,066 )     (7,937 )
Decrease (increase) in cash surrender value of life insurance policies
    (11 )     670       (467 )     (147 )
Proceeds from surrender of life insurance policies
    21       -       37       19  
Proceeds from sale of property, plant and equipment
    209       354       305       518  
Proceeds from sale of assets held for sale
    -       2,403       -       2,403  
Proceeds from life insurance claims
    -       -       -       1,063  
Acquisition of business
    -       -       -       (37,308 )
Net cash provided by (used for) investing activities
    (3,486 )     1,782       (8,191 )     (41,389 )
                                 
Cash Flows From Financing Activities:
                               
Proceeds from long-term debt
    11,471       40,199       91,150       52,806  
Principal payments on long-term debt
    (18,611 )     (39,543 )     (93,406 )     (52,150 )
Financing costs
    (11 )     -       (172 )     -  
Excess tax benefits (deficiencies) from stock-based compensation
    (120 )     (73 )     -       8  
Cash received from exercise of stock options
    -       -       2       21  
Cash dividends paid
    (531 )     (1,057 )     (2,121 )     (2,112 )
Other
    (122 )     (138 )     (406 )     (202 )
Net cash used for financing activities
    (7,924 )     (612 )     (4,953 )     (1,629 )
                                 
Net decrease in cash and cash equivalents
    -       (1,999 )     -       (45,925 )
Cash and cash equivalents at beginning of period
    10       2,009       10       45,935  
Cash and cash equivalents at end of period
  $ 10     $ 10     $ 10     $ 10  
                                 
Supplemental Disclosures of Cash Flow Information:
                               
Cash paid during the period for:
                               
Interest
  $ 66     $ (83 )   $ 753     $ 356  
Income taxes, net
    5       (1,057 )     176       (489 )
Non-cash investing and financing activities:
                               
Purchases of property, plant and equipment in accounts payable
    176       384       176       384  
Restricted stock surrendered for withholding taxes payable
    122       57       446       143  
Note payable issued as consideration for business acquired
    -       -       -       13,500  
Post-closing purchase price adjustment for business acquired
    -       -       -       500  

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Insteel Industries, Inc.