Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, particularly under the caption "Outlook" below. When used in this report, the words "believes," "anticipates," "expects," "estimates," "appears," "plans," "intends," "continue," "outlook," "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 numerous risks and uncertainties and involved certain assumptions. Actual results may differ materially from those expressed in forward-looking statements, 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 where appropriate, updated in our filings with the U.S. Securities and Exchange Commission ("SEC"), in particular in our Annual Report on Form 10-K for the fiscal year ended October 3, 2020 (our "2020 Annual Report"). You should carefully review these risks and uncertainties.

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:





  ? 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 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 U.S. or foreign trade policy, including the Section 232 tariff on
    imported steel, 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 engineered structural mesh
    ("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 2020 Annual Report and in other filings
    made by us with the SEC.




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Overview


Insteel Industries, Inc. ("we," "us," "our," "the Company" or "Insteel") is the nation's largest manufacturer of steel wire reinforcing products for concrete construction applications. We manufacture and market prestressed concrete strand ("PC strand") and welded wire reinforcement, including ESM, concrete pipe reinforcement and standard welded wire reinforcement. Our products are sold primarily to manufacturers of concrete products that are used in nonresidential construction. We market our products through sales representatives who are our employees. We sell our products nationwide across the U.S. and, to a much lesser extent, into Canada, Mexico, and Central and South America, delivering them primarily by truck, using common or contract carriers. 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.

On March 16, 2020, we, through our wholly-owned subsidiary, Insteel Wire Products ("IWP"), purchased substantially all of the assets of Strand-Tech Manufacturing, Inc. ("STM") for an adjusted purchase price of $19.4 million, which reflects certain post-closing adjustments (the "STM Acquisition"). 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.





COVID-19 Update


In March 2020, the World Health Organization characterized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The rapid spread of the outbreak has caused significant disruptions in the U.S. and global economies. We are a company operating in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security, and our facilities have been allowed to remain open. Accordingly, COVID-19 has had limited impact on our operations to date. The situation remains dynamic and the ultimate duration and magnitude of the impact on the economy and our business are not known at this time. We are continuing to monitor the progression of the pandemic, measures taken by governmental authorities to address it, and the potential effect on our financial position, results of operations, and cash flows.





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Results of Operations



                    Statements of Operations - Selected Data

                             (Dollars in thousands)



                                                       Three Months Ended
                                       January 2,                             December 28,
                                          2021               Change               2019

Net sales                            $       119,605               22.6 %    $        97,569
Gross profit                                  19,851              218.3 %              6,237
Percentage of net sales                         16.6 %                                   6.4 %
Selling, general and
administrative expense               $         8,553               48.9 %    $         5,744
Percentage of net sales                          7.2 %                                   5.9 %
Restructuring charges, net           $           657              100.0 %    $             -
Other expense (income), net                       13                N/M                  (25 )
Interest expense                                  25               (3.8 %)                26
Interest income                                   (5 )            (97.8 %)              (226 )
Effective income tax rate                       23.2 %                                  22.7 %
Net earnings                         $         8,143                N/M      $           555




"N/M" = not meaningful



First Quarter of Fiscal 2021 Compared to First Quarter of Fiscal 2020

Net Sales

Net sales for the first quarter of 2021 increased 22.6% to $119.6 million from $97.6 million in the prior year quarter, reflecting an 21.6% increase in shipments together with a 1.0% increase in average selling prices. The increase in shipments was primarily due to improved market conditions, the additional business provided by the STM Acquisition and strengthening demand for our products relative to the prior year quarter. Shipments for the current year quarter were not materially impacted by the COVID-19 pandemic.





Gross Profit


Gross profit for the first quarter of 2021 increased 218.3% to $19.9 million, or 16.6% of net sales, from $6.2 million, or 6.4% of net sales, in the prior year quarter due to higher spreads between average selling prices and raw material costs ($11.4 million), lower manufacturing costs ($1.1 million) and an increase in shipments ($1.1 million). The increase in spreads was driven by lower raw material costs ($9.2 million), higher average selling prices ($1.7 million) and lower freight expense ($449,000).

Selling, General and Administrative Expense

Selling, general and administrative expense ("SG&A expense") for the first quarter of 2021 increased 48.9% to $8.6 million, or 7.2% of net sales, from $5.7 million, or 5.9% of net sales in the prior year quarter primarily due to higher compensation ($2.3 million) and legal expense ($658,000) partially offset by lower employee benefit expense ($99,000). The increase in compensation expense was largely driven by higher incentive plan expense due to our improved financial results in the current year quarter. The increase in legal expense was primarily related to costs associated with trade matters. The decrease in employee benefit expense was due to lower employee health insurance costs in the current year quarter.





Restructuring Charges, Net



Net restructuring charges of $657,000 were incurred in the first quarter of 2021 related to the closure of the Summerville, South Carolina facility, which had been acquired through the STM Acquisition. Restructuring charges included facility closure ($552,000), equipment relocation ($88,000), employee separation costs ($13,000) and asset impairments charges ($4,000).





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Income Taxes


Our effective tax rate for the first quarter of 2021 increased to 23.2% from 22.7% for the prior year quarter primarily due to changes in book versus tax differences during the prior year quarter.





Net Earnings


Net earnings for the first quarter of 2021 increased to $8.1 million ($0.42 per share) from $555,000 ($0.03 per share) in the prior year quarter primarily due to the increase in gross profit partially offset by higher SG&A expense and restructuring charges associated with the consolidation of our PC strand operations.

Liquidity and Capital Resources





                            Selected Financial Data

                             (Dollars in thousands)



                                                          Three Months Ended
                                                     January 2,       December 28,
                                                        2021              2019
Net cash provided by operating activities           $     13,950     $       29,575
Net cash used for investing activities                    (3,020 )             (642 )
Net cash used for financing activities                   (29,436 )                -

Net working capital                                      122,110            133,959
Total debt                                                     -                  -
Percentage of total capital                                    -                  -
Shareholders' equity                                $    243,734     $      246,180
Percentage of total capital                                100.0 %            100.0 %

Total capital (total debt + shareholders' equity) $ 243,734 $ 246,180






Operating Activities


Operating activities provided $13.9 million of cash during the first quarter of 2021 primarily from net earnings adjusted for non-cash items together with a net decrease in working capital. Working capital used $0.5 million of cash due to a $9.8 million decrease in accounts payable and accrued expenses partially offset by a $4.7 million decrease in inventories and $4.6 million decrease in accounts receivable. The decrease in accounts payable and accrued expenses was largely related to lower raw material purchases throughout the quarter together with decreases in accrued salaries, wages and related expenses and the earnout liability partially offset by an increase in accrued customer rebates. The decrease in inventories was due to the lower raw material purchases along with higher shipments during the current quarter. The decrease in accounts receivable was largely driven by the seasonal decline in shipments during the quarter partially offset by higher average selling prices.

Operating activities provided $29.6 million of cash during the first quarter of 2020 primarily from a net decrease in working capital together with net earnings adjusted for non-cash items. Working capital provided $24.6 million of cash due to a $10.2 million increase in accounts payable and accrued expenses, an $8.8 million decrease in accounts receivable and a $5.6 million decrease in inventories. The increase in accounts payable and accrued expenses was largely due to higher raw material purchases near the end of the quarter. The reduction in accounts receivable was largely related to the usual seasonal downturn in sales and decrease in selling prices. The reduction in inventories was driven by lower average unit costs.

We may elect to adjust our operating activities as there are changes in our construction end-markets, which could materially impact our cash requirements. While a downturn in the level of construction activity adversely affects sales to our customers, it generally reduces our working capital requirements.





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Investing Activities


Investing activities used $3.0 million of cash during the first quarter of 2021 compared to $642,000 during the prior year quarter primarily due to higher capital expenditures ($2.3 million). Capital expenditures increased to $2.9 million from $600,000 in the prior year quarter and are expected to total up to $20.0 million for fiscal 2021, which include expenditures to upgrade and deploy the STM assets, advance the growth of our engineered structural mesh business and support cost and productivity improvement initiatives in addition to recurring maintenance requirements.

Our investing activities are largely discretionary, providing us with the ability to significantly curtail outlays when warranted based on business conditions.





Financing Activities



Financing activities used $29.4 million of cash during the first quarter of 2021 while not providing or using any significant amounts of cash during the prior year quarter. During the first quarter of 2021, we declared and paid a special dividend totaling $29.0 million, or $1.50 per share, and a regular quarterly dividend of $578,000, or $0.03 per share. During the first quarter of 2020, we declared a regular quarterly cash dividend of $578,000, or $0.03 per share, which was paid in the second quarter of 2020.





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 $100.0 million revolving credit facility (the "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 January 2, 2021, no borrowings were outstanding on the Credit Facility, $81.8 million of borrowing capacity was available and outstanding letters of credit totaled $1.5 million (see Note 10 to the consolidated financial statements).

We believe that, in the absence of significant unanticipated funding requirements, cash and cash equivalents, net 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. We expect to have access to the amounts available under the 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, cease dividend payments, delay or restrict share repurchases 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 would be 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 and borrowing capacity available to us under our Credit Facility position us to meet our anticipated liquidity requirements for the foreseeable future, including the next 12 months.





Seasonality and Cyclicality


Demand in our markets is both seasonal and cyclical, driven by the level of construction activity, but can also be impacted by fluctuations in the inventory positions of our customers. From a seasonal standpoint, shipments typically reach their highest level of the year when weather conditions are the most conducive to construction activity. As a result, assuming normal seasonal weather patterns, shipments and profitability are usually higher in the third and fourth quarters of the fiscal year and lower in the first and second quarters. From a cyclical standpoint, construction activity and demand for our products is generally correlated with general economic conditions, although there can be significant differences between the relative strength of nonresidential and residential construction for extended periods.





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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, 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. Inflation did not have a material impact on our sales or earnings during the first quarter of fiscal 2021. The timing and magnitude of any future increases in our raw material costs and the selling prices for our products is uncertain at this time.

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 described 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.





Contractual Obligations


There have been no material changes in our contractual obligations and commitments as disclosed in our 2020 Annual Report other than those which occur in the ordinary course of business.





Critical Accounting Policies


Our Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. for interim financial information. The preparation of our financial statements requires the application of these accounting principles in addition to certain estimates and judgments based on current available information, actuarial estimates, historical results and other assumptions believed to be reasonable. Actual results could differ from these estimates. Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" included in our 2020 Annual Report for further information regarding our critical accounting policies and estimates. As of January 2, 2021, there were no changes in our critical accounting policies or the application of those policies from those reported in our 2020 Annual Report.

Recent Accounting Pronouncements

Refer to Note 2 of the Notes to Consolidated Financial Statements in Item 1 of this Quarterly Report for recently adopted and issued accounting pronouncements including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements.





Outlook


Looking ahead to the remainder of 2021, we are cautiously optimistic that our financial results will benefit from continued strong demand in our construction end-markets. Near term business conditions remain positive and should support higher shipments and operating levels, and reduced unit manufacturing costs at our facilities. In particular, our strong growth in the ESM market during the current quarter should continue and the recent favorable ruling in the PC strand trade case is expected to have a positive financial impact for us in certain of our markets going forward. Additionally, the new administration and Congress have publicly signaled support for additional infrastructure spending that may potentially benefit our markets. However, our outlook remains vulnerable to an uncertain near-term recovery in the U.S. economy and our visibility continues to be limited by the ultimate impact of COVID-19 on our operations and markets. As a result, the prospect, if any, of future funding constraints for public infrastructure projects and economic weakness slowing the non-residential construction markets cannot be measured at this time.





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In response to these challenges, we will continue to focus on those factors that we can 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 cash operating costs; and pursuing further improvements in the productivity and effectiveness of all our manufacturing, selling and administrative activities. 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. In addition, we will continue to pursue acquisitions opportunistically in our existing businesses that expand our penetration of markets we currently serve or expand our footprint.

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