The matters discussed in this section include forward-looking statements that
are subject to numerous risks. You should carefully read the "Cautionary Note
Regarding Forward-Looking Statements" and "Risk Factors" in this Form 10-K.
Overview
Our operations are entirely focused on the manufacture and marketing of concrete
reinforcing products for the concrete construction industry. 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.
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On March 16, 2020, we, through our wholly-owned subsidiary, IWP, purchased
substantially all of the assets of STM for an adjusted purchase price of $19.4
million, which reflects certain post-closing adjustments. STM was a leading
manufacturer of PC strand for concrete construction applications. We acquired,
among other assets, STM's accounts receivable, inventories, production equipment
and facility located in Summerville, South Carolina and assumed certain of its
accounts payable and accrued liabilities. Subsequent to the acquisition, we
elected to consolidate our PC strand operations with the closure of the
Summerville facility.
Impact of COVID-19
Despite the significant disruption in the U.S. and global economies, including
supply chain challenges and labor market obstacles, COVID-19 has had a limited
impact on our operations to date. We continue to closely monitor the impact of
the COVID-19 pandemic on all aspects of our business and the potential effect on
our financial position, results of operations and cash flows.
Critical Accounting Estimates
Our consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States. Our discussion
and analysis of our financial condition and results of operations are based on
these consolidated financial statements. The preparation of our consolidated
financial statements requires the application of these accounting principles in
addition to certain estimates and judgments based on currently 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 Note
2, "Summary of Significant Accounting Policies", and elsewhere in the
accompanying consolidated financial statements. 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.
Accounting estimates are considered critical if both of the following conditions
are met: (1) the nature of the estimates or assumptions is material because of
the levels of subjectivity and judgment needed to account for matters that are
highly uncertain and susceptible to change and (2) the effect of the estimates
and assumptions is material to the financial statements.
We have reviewed our accounting estimates, and none were deemed to be considered
critical for the accounting periods presented.
Recent Accounting Pronouncements.
The nature and impact of recent accounting pronouncements is discussed in Note 3
to our consolidated financial statements and incorporated herein by reference.
Results of Operations
The following discussion and analysis of our financial condition and results of
operations is for the year ended October 1, 2022 compared with the year ended
October 2, 2021. Discussions of our financial condition and results of
operations for the year ended October 2, 2021 compared to October 3, 2020 that
have been omitted under this item can be found in Part II, Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included in our Annual Report on Form 10-K for the fiscal year
ended October 2, 2021 , which was filed with the SEC on October 27, 2021.
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The table below presents a summary of our results of operations for fiscal 2022
and fiscal 2021.
Statements of Operations - Selected Data
(Dollars in thousands)
Year Ended
October 1, October 2,
2022 Change 2021
Net sales $ 826,832 40.0 % $ 590,601
Gross profit 197,310 62.3 % 121,548
Percentage of net sales 23.9 % 20.6 %
Selling, general and administrative expense $ 36,048 11.3 % $ 32,388
Percentage of net sales
4.4 % 5.5 %
Restructuring (recoveries) charges, net $ (318 ) (111.1% ) $ 2,868
Effective income tax rate 22.7 % 22.6 %
Net earnings $ 125,011 87.7 % $ 66,610
2022 Compared with 2021
Net Sales
Net sales increased 40.0% to $826.8 million in 2022 from $590.6 million in 2021,
reflecting a 51.9% increase in selling prices partially offset by a 7.8%
decrease in shipments. The increase in average selling prices was driven by
price increases implemented in the current year to recover the escalation in raw
material costs. The decrease in shipments was due to tight supply conditions for
raw materials during the first half of the current year followed by inventory
management measures pursued by our customers and weakness in residential
construction activity in the latter half of the year.
Gross Profit
Gross profit increased 62.3% to $197.3 million, or 23.9% of net sales, in 2022
from $121.5 million, or 20.6% of net sales, in 2021. The year-over-year increase
was primarily due to higher spreads between average selling prices and raw
material costs ($94.2 million) partially offset by higher manufacturing costs
($9.2 million) and a decrease in shipments ($9.2 million). The increase in
spreads was driven by higher average selling prices ($282.0 million) partially
offset by higher raw material costs ($181.9 million) and freight expense ($5.9
million).
Selling, General and Administrative Expense
Selling, general and administrative expense ("SG&A expense") increased 11.3% to
$36.0 million, or 4.4% of net sales, in 2022 from $32.4 million, or 5.5% of net
sales, in 2021 primarily due to relative year-over-year changes in the cash
surrender value of life insurance policies ($3.4 million), higher compensation
($948,000), travel ($423,000) and insurance ($265,000) expense partially offset
by the lower legal ($1.8 million) and employee benefit ($321,000) expense. The
cash surrender value of life insurance policies decreased $1.9 million in the
current year compared with an increase of $1.5 million in the prior year due to
the corresponding changes in the value of the underlying investments. The
increase in compensation expense was largely driven by higher incentive and
stock-based compensation expense. The decrease in legal expense was primarily
related to costs associated with trade matters incurred in the prior year. The
decrease in employee benefits expense was due to a net gain on the settlement of
life insurance policies ($364,000) in the current year.
Restructuring (Recoveries) Charges, Net
Net restructuring recoveries of $318,000 were incurred in 2022 related to the
closure of the Summerville, South Carolina facility, which had been acquired
through the STM Acquisition, and the consolidation of our PC strand operations.
Net restructuring recoveries in 2022 included a gain on sale of the Summerville
facility ($622,000) partially offset by facility closure costs ($304,000). Net
restructuring charges of $2.9 million were incurred in the prior year which
included asset impairment charges ($1.4 million), facility closure costs ($1.0
million), equipment relocation costs ($423,000) and employee separation costs
($13,000).
Income Taxes
Our effective income tax rate for 2022 increased to 22.7% from 22.6% in 2021 due
to changes in book versus tax differences.
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Net Earnings
Net earnings increased to $125.0 million ($6.37 per diluted share) in 2022 from
$66.6 million ($3.41 per diluted share) in 2021 primarily due to the increase in
gross profit and the change in net restructuring (recoveries) charges partially
offset by higher SG&A expense.
Liquidity and Capital Resources
Overview
Our sources of liquidity include cash and cash equivalents, cash generated by
operating activities and borrowing availability provided under our $100.0
million revolving credit facility (the "Credit Facility"). Our principal capital
requirements include funding working capital, capital expenditures, dividends
and any share repurchases. As of October 1, 2022, our cash and cash equivalents
totaled $48.3 million compared with $89.9 million as of October 2, 2021.
We believe that, in the absence of significant unanticipated cash demands, 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 our 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, delay
or restrict share repurchases, cease dividend payments 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 that were
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.
Selected Liquidity and Capital Resources Data
(Dollars in thousands)
Year Ended
October 1, October 2,
2022 2021
Net cash provided by operating activities $ 5,670 $ 69,878
Net cash used for investing activities (6,039 ) (17,805 )
Net cash used for financing activities (41,199 ) (30,877 )
Cash and cash equivalents 48,316 89,884
Net working capital 272,736 178,057
Total debt - -
Percentage of total capital - -
Shareholders' equity $ 389,744 $ 302,038
Percentage of total capital 100 % 100 %
Total capital (total debt + shareholders' equity) $ 389,744 $ 302,038
Operating Activities
Operating activities provided $5.7 million of cash in 2022 primarily from net
earnings adjusted for non-cash items partially offset by an increase in working
capital. Working capital used $134.3 million of cash due to a $118.6 million
increase in inventories, a $13.7 million increase in accounts receivable and a
$2.0 million decrease in accounts payable and accrued expenses. The increase in
inventories was the result of higher raw material purchases during 2022 together
with higher average unit costs. The increase in accounts receivable was due to
higher average selling prices. The decrease in accounts payable and accrued
expenses was primarily related to lower raw material purchases near the end of
the current year.
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Operating activities provided $69.9 million of cash in 2021 primarily from net
earnings adjusted for non-cash items partially offset by an increase in working
capital. Working capital used $12.3 million of cash due to a $14.1 million
increase in accounts receivable and a $10.1 million increase in inventories
partially offset by an $11.9 million increase in accounts payable and accrued
expenses. The increase in accounts receivable and inventories were due to the
escalation in raw material costs and average selling prices during 2021. The
increase in accounts payable and accrued expenses was primarily related to raw
material purchases with higher unit costs near the end of the period and, to a
lesser extent, increases in accrued salaries, wages and related expenses and
income taxes.
We may elect to adjust our operating activities as there are changes in the
conditions in our construction end-markets, which could materially impact our
cash requirements. While a downturn in the level of construction activity
affects sales to our customers, it generally reduces our working capital
requirements.
Investing Activities
Investing activities used $6.0 million of cash in 2022 primarily due to capital
expenditures ($15.9 million) partially offset by the receipt of proceeds from
the sale of assets held for sale ($6.9 million), life insurance claims ($1.5
million) and a decrease in cash surrender value of life insurance policies ($1.4
million). Investing activities used $17.8 million of cash in 2021 primarily due
to capital expenditures ($17.5 million) and an increase in the cash surrender
value of life insurance policies ($0.4 million). Capital expenditures for both
years focused on cost and productivity improvement initiatives in addition to
recurring maintenance requirements. Capital expenditures are expected to total
up to approximately $30.0 million in 2023, which include 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. Our investing activities are largely discretionary, providing us
with the ability to significantly curtail outlays should future business
conditions warrant that such actions be taken.
Financing Activities
Financing activities used $41.2 million of cash in 2022 and $30.9 million of
cash in 2021. In 2022, $41.2 million of cash was used for dividend payments
(including a special cash dividend of $38.8 million, or $2.00 per share, and
regular cash dividends totaling $2.4 million) and $1.2 million for the
repurchase of common stock, which was partially offset by $1.7 million of
proceeds from the exercise of stock options. In 2021, $31.3 million of cash was
used for dividend payments (including a special cash dividend of $29.0 million,
or $1.50 per share, and regular cash dividends totaling $2.3 million), which was
partially offset by $1.1 million of proceeds from the exercise of stock options.
Cash Management
Our cash is principally concentrated at one 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 Credit Facility that is used to supplement our operating cash flow and
fund our working capital, capital expenditure, general corporate and growth
requirements. In May 2019, we entered into a new credit agreement, which amended
and restated in its entirety the previous agreement pertaining to the revolving
credit facility that had been in effect since June 2010. The new credit
agreement, among other changes, extended the maturity date of the Credit
Facility from May 13, 2020 to May 15, 2024 and provided 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 October 1, 2022, no borrowings were
outstanding on the Credit Facility, $98.6 million of borrowing capacity was
available and outstanding letters of credit totaled $1.4 million (see Note 8 to
the consolidated financial statements). As of October 2, 2021, there were no
borrowings outstanding on the Credit Facility.
Off-Balance Sheet Arrangements
We do not have any material transactions, arrangements, obligations (including
contingent obligations), or other relationships with unconsolidated entities or
other persons, as defined by Item 303(a)(4) of Regulation S-K of the SEC, that
have or are reasonably likely to have a material current or future impact on our
financial condition, results of operations, liquidity, capital expenditures,
capital resources or significant components of revenues or expenses.
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Contractual Obligations
In addition to our discussion and analysis surrounding our liquidity and capital
resources, our contractual obligations and commitments as of October 1, 2022,
include:
? Raw Material Purchase Commitments - See Note 12, "Commitments and
Contingencies," within our consolidated financial statements for further
details concerning our non-cancelable raw material purchase commitments.
? Supplemental Employee Retirement Plan Obligations - See Note 11, "Employee
Benefit Plans," within our consolidated financial statements for further
detail of our obligations and the timing of expected future payments under our
supplemental employee retirement plan.
? Operating Leases - See Note 13, "Leases," within our consolidated financial
statements for further detail of our obligations and the timing of expected
future payments, including a five-year maturity schedule.
? Debt Obligations and Interest Payments - See Note 8, "Long-Term Debt," within
our consolidated financial statements for further detail of our debt and the
timing of expected future principal and interest payments. As of October 1,
2022, there were no borrowings outstanding.
? Capital Expenditures - As of October 1, 2022, we had contractual commitments
for capital expenditures of $31.9 million.
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, 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 2022 and 2021, we were successful in implementing price increases
sufficient to recover the escalation in our raw material costs that occurred
over the course of each year. The timing and magnitude of any future increases
in raw material costs and the impact on selling prices for our products is
uncertain at this time.
Outlook
Looking ahead to fiscal 2023, we are optimistic about demand in both our private
and public nonresidential construction markets. Backlogs across our customer
base remain solid and widely monitored leading market indicators in private
nonresidential construction point to continued expansion. Public nonresidential
construction markets should benefit from incremental demand from both the strong
financial position of state budgets and funding by the Infrastructure Investment
and Jobs Act. Weakness in the residential construction market and heightened
uncertainty regarding the future direction of the overall economy are areas we
are closely monitoring, but we believe our strong balance sheet and flexible
operating model position us to navigate challenges we may encounter.
Regardless of the market dynamics, we continue to focus on those factors we
control: closely managing and controlling our expenses; aligning our production
schedules with demand in a proactive manner as there are changes in market
conditions to minimize our operating costs; pursuing further improvements in the
productivity and effectiveness of all our manufacturing, selling and
administrative activities: and furthering our human capital strategy. We also
expect gradually increasing contributions from the substantial investments we
have made in our facilities in the form of reduced operating costs and
additional capacity to support future growth. Finally, we will continue to
pursue acquisitions opportunistically in our existing businesses that 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".
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