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INSTEEL INDUSTRIES INC

INSTEEL INDUSTRIES INCIIIN财报

NYSE · 材料 · 钢铁厂、高炉及轧钢和精轧厂

Insteel Industries Inc is a leading U.S. manufacturer of steel reinforcing products including welded wire reinforcement and steel fibers. It primarily serves non-residential construction, infrastructure, and precast concrete segments across North America, delivering high-performance reinforcement solutions for various construction projects.

What changed in INSTEEL INDUSTRIES INC's 10-K — 2024 vs 2025

Top changes in INSTEEL INDUSTRIES INC's 2025 10-K

126 paragraphs added · 115 removed · 98 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

26 edited+2 added−4 removed35 unchanged
In the event of production disruptions, we believe that our contingency plans would enable us to continue serving our customers, although there can be no assurances that a work slowdown or stoppage would not adversely impact our operating costs and financial results. Safe Operations The safety of our people is of paramount importance.
In the event of production disruptions, we believe that our contingency plans would enable us to continue serving our customers, although there can be no assurances that a work slowdown or stoppage would not adversely impact our operating costs and financial results. 6 Safe Operations The safety of our people is of paramount importance.
Import competition is also a significant factor in certain segments of the PC strand and SWWR markets that are not subject to “Buy America” requirements. 5 In response to illegally traded import competition from offshore PC strand suppliers, we have pursued antidumping and countervailing duty trade cases.
Import competition is also a significant factor in certain segments of the PC strand and SWWR markets that are not subject to “Buy America” requirements. In response to illegally traded import competition from offshore PC strand suppliers, we have pursued antidumping and countervailing duty trade cases.
The delivery method selected is determined based on backhaul opportunities, comparative costs and customer service requirements. 4 Customers We sell our products to a broad range of customers that includes manufacturers of concrete products, and to a lesser extent, distributors, rebar fabricators and contractors.
The delivery method selected is determined based on backhaul opportunities, comparative costs and customer service requirements. Customers We sell our products to a broad range of customers that includes manufacturers of concrete products, and to a lesser extent, distributors, rebar fabricators and contractors.
The information available on our website and the SEC’s website is not incorporated into this report or any of our filings with the SEC. 7
The information available on our website and the SEC’s website is not incorporated into this report or any of our filings with the SEC.
In 2020, we joined two other domestic PC strand producers and filed anti-dumping petitions against Argentina, Columbia, Egypt, Indonesia, Italy, Malaysia, Netherlands, Saudi Arabia, South Africa, Spain, Taiwan, Tunisia, Turkey, Ukraine and the United Arab Emirates.
In 2020, we joined two other domestic PC strand producers and filed anti-dumping petitions against Argentina, Colombia, Egypt, Indonesia, Italy, Malaysia, Netherlands, Saudi Arabia, South Africa, Spain, Taiwan, Tunisia, Turkey, Ukraine and the United Arab Emirates.
Backlog Backlog for our business is minimal due to the relatively short lead times that are required by our customers. We believe that the majority of our firm orders as of the end of fiscal 2024 will be shipped during the first quarter of fiscal 2025.
Backlog Backlog for our business is minimal due to the relatively short lead times that are required by our customers. We believe that the majority of our firm orders as of the end of fiscal 2025 will be shipped during the first quarter of fiscal 2026.
We did not have any single customers that represented 10% or more of our net sales in fiscal years 2024, 2023 or 2022. The loss of a single customer or a few customers would not have a material adverse impact on our business.
We did not have any single customers that represented 10% or more of our net sales in fiscal years 2025, 2024 or 2023. The loss of a single customer or a few customers would not have a material adverse impact on our business.
Additionally, in 2020, we and four other domestic producers of SWWR filed anti-dumping petitions against Mexico following its violation of US trade laws. In July 2021, the DOC ruled in our favor and imposed final countervailing duty margins ranging from 23% to 110%, which had the effect of limiting the continued participation of Mexican producers in the domestic market.
Additionally, in 2020, we and four other domestic producers of SWWR filed anti-dumping petitions against Mexico following its violation of U.S. trade laws. In July 2021, the DOC ruled in our favor and imposed final countervailing duty margins ranging from 23% to 110%, which had the effect of limiting the continued participation of Mexican producers in the domestic market.
Construction activity and demand for our products is cyclical based on overall economic conditions, although there can be significant differences between the relative strength of nonresidential and residential construction for extended periods.
Construction activity and demand for our products are cyclical based on overall economic conditions, although there can be significant differences between the relative strength of nonresidential and residential construction for extended periods.
Customers purchasing PC strand and WWR for certain applications require the Company to certify compliance with such laws. Selling prices for our products tend to be correlated with changes in wire rod prices. However, the timing and magnitude of the relative price changes varies depending upon market conditions and competitive factors.
Customers purchasing PC strand and WWR for certain applications require the Company to certify compliance with such laws. 5 Selling prices for our products tend to be correlated with changes in wire rod prices. However, the timing and magnitude of the relative price changes vary depending upon market conditions and competitive factors.
Our products are sold mainly to manufacturers of concrete products that are used primarily in nonresidential construction. For fiscal 2024, we estimate that approximately 85% of our sales were related to nonresidential construction and 15% were related to residential construction.
Our products are sold mainly to manufacturers of concrete products that are used primarily in nonresidential construction. For fiscal 2025, we estimate that approximately 85% of our sales were related to nonresidential construction and 15% were related to residential construction.
Headquartered in Mount Airy, North Carolina, we operate ten manufacturing facilities that are all located in the U.S. in close proximity to our customers and raw material suppliers.
Headquartered in Mount Airy, North Carolina, we operate eleven manufacturing facilities that are all located in the U.S. in close proximity to our customers and raw material suppliers.
In fiscal 2024, we estimate that approximately 70% of our net sales were to manufacturers of concrete products and 30% were to distributors, rebar fabricators and contractors.
In fiscal 2025, we estimate that approximately 70% of our net sales were to manufacturers of concrete products and 30% were to distributors, rebar fabricators and contractors.
Some of our competitors, such as Nucor Corporation, Liberty Steel USA (“Liberty”) and Oklahoma Steel and Wire, are vertically integrated companies that produce both wire rod and concrete reinforcing products and offer multiple product lines over broad geographic areas. Other competitors are smaller independent companies that offer limited competition in certain markets.
Some of our competitors, such as Wire Mesh Corporation, Nucor Corporation and Oklahoma Steel and Wire, are vertically integrated companies that produce both wire rod and concrete reinforcing products and offer multiple product lines over broad geographic areas. Other competitors are smaller independent companies that offer limited competition in certain markets.
U.S. government trade policies and trade actions by domestic wire rod producers can significantly impact the pricing and availability of imported wire rod, which during fiscal years 2024 and 2023 represented approximately 15% and 14%, respectively, of our total wire rod purchases.
U.S. government trade policies and trade actions by domestic wire rod producers can significantly impact the pricing and availability of imported wire rod, which during fiscal years 2025 and 2024 represented approximately 27% and 15%, respectively, of our total wire rod purchases.
We monitor our safety performance through a key range of leading and lagging measures of safety. 6 Leading Indicator Measures: Lagging Indicator Measures: ● Hazard management process training ● Leadership engagement ● Employee involvement ● Rolling 12-month Incident Recordable Rate ● Lost Time Rate ● Severity Rate – Days Away, Restricted, and Transferred (DART) Performance-Based Compensation Our performance-based compensation system incentivizes our workforce and reinforces our culture.
Leading Indicator Measures: Lagging Indicator Measures: ● Hazard management process training ● Leadership engagement ● Employee involvement ● Rolling 12-month Incident Recordable Rate ● Lost Time Rate ● Severity Rate – Days Away, Restricted, and Transferred (DART) Performance-Based Compensation Our performance-based compensation system incentivizes our workforce and reinforces our culture.
Pretensioned or “prestressed” concrete elements or structures are primarily used in nonresidential construction while posttensioned concrete elements or structures are used in both nonresidential and residential construction. WWR is produced as either a standard or a specially engineered reinforcing product for use in nonresidential and residential construction. We produce a full range of WWR products, including ESM, CPR and SWWR.
Pretensioned or “prestressed” concrete elements or structures are primarily used in nonresidential construction while posttensioned concrete elements or structures are used in both nonresidential and residential construction. 4 WWR is produced as either a standard or a specially engineered reinforcing product for use in nonresidential and residential construction.
ESM is an engineered made-to-order product that is used as the primary reinforcement for concrete elements or structures, frequently serving as a lower cost reinforcing solution than hot-rolled rebar.
We produce a full range of WWR products, including ESM, CPR and SWWR. ESM is an engineered made-to-order product that is used as the primary reinforcement for concrete elements or structures, frequently serving as a lower cost reinforcing solution than hot-rolled rebar.
Available Information Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports are available at no cost on our website at https://investor.insteel.com and the SEC’s website at www.sec.gov as soon as reasonably practicable after we file these reports with the SEC.
Risk Factors.” We do not expect to incur material capital expenditures for environmental control facilities during fiscal 2026. 7 Available Information Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports are available at no cost on our website at https://investor.insteel.com and the SEC’s website at www.sec.gov as soon as reasonably practicable after we file these reports with the SEC.
Zero Harm is identifying and managing risk to avoid injuries, illness or other negative impacts experienced by employees, the community, customers, property, the environment and shareholders.
Zero Harm is identifying and managing risk to avoid injuries, illness or other negative impacts experienced by employees, the community, customers, property, the environment and shareholders. We monitor our safety performance through a key range of leading and lagging measures of safety.
Our primary competitors for PC strand are Sumiden Wire Products Corporation and Wire Mesh Corporation.
Our primary competitors for WWR products are Wire Mesh Corporation, Concrete Reinforcements, Inc., National Wire Products, Davis Wire Corporation and Oklahoma Steel & Wire Co., Inc. Our primary competitors for PC strand are Sumiden Wire Products Corporation and Wire Mesh Corporation.
We have many team members in key leadership roles who started in entry-level roles and have grown in their careers by partnering with us in their development plans.
We have many team members in key leadership roles who started in entry-level roles and have grown in their careers by partnering with us in their development plans. We aim to foster a positive and engaging work environment that adapts to changing employee expectations, including offering flexible work arrangements beyond the traditional full-time schedule.
On October 21, 2024, the Company, through its wholly-owned subsidiary, IWP, entered into an Asset Purchase Agreement pursuant to which it has acquired substantially all of the assets, other than cash and accounts receivable, of Engineered Wire Products, Inc.
On October 21, 2024, we, through our wholly-owned subsidiary, IWP, purchased substantially all of the assets, other than cash and accounts receivable, of Engineered Wire Products, Inc. (“EWP”) and certain related assets of Liberty Steel Georgetown, Inc. (“LSG”) for an adjusted purchase price of $67.0 million (the “EWP Acquisition”).
In addition, we are involved in many outreach programs in our communities to provide opportunities to diverse talent sources that may otherwise be overlooked or face barriers to equal opportunity. Product Warranties Our products are used in applications that are subject to inherent risks, including performance deficiencies, personal injury, property damage, environmental contamination or loss of production.
These efforts help us attract a wider range of qualified candidates. Additionally, we participate in community outreach initiatives designed to expand access to employment opportunities and strengthen our talent pipeline. Product Warranties Our products are used in applications that are subject to inherent risks, including performance deficiencies, personal injury, property damage, environmental contamination or loss of production.
As of September 28, 2024, we had 929 employees, all of which are located in the United States and none of which were represented by labor unions.
As of September 27, 2025, we had 1,007 employees, all of whom are located in the United States and approximately 60 of whom are represented by a labor union. We have a collective bargaining agreement in place with the union that expires on February 28, 2027.
Among other assets the Company acquired EWP’s inventories and production equipment and EWP’s Upper Sandusky, Ohio and Warren, Ohio production facilities. The Company also acquired certain equipment of LSG located in Georgetown, South Carolina, but such Georgetown facility was otherwise excluded from the Acquisition.
EWP was a leading manufacturer of WWR products for use in nonresidential and residential construction. We acquired EWP’s inventories, production equipment, production facilities located in Upper Sandusky, Ohio and Warren, Ohio and certain equipment from LSG.
Removed
(“EWP”), a leading manufacturer of welded wire reinforcement products for use in nonresidential and residential construction, and certain related assets of Liberty Steel Georgetown Inc. (“LSG”), for a purchase price of approximately $70.0 million, subject to certain adjustments (the “Acquisition”).
Added
Subsequent to the acquisition, we elected to consolidate our WWR operations with the closure of the Warren facility and relocation of certain equipment to our existing WWR facilities. On November 26, 2024, we, through our wholly-owned subsidiary, IWP, purchased certain assets of O’Brien Wire Products of Texas, Inc. (“OWP”) for a purchase price of $5.1 million (the “OWP Acquisition”).
Removed
Our primary competitors for WWR products are Wire Mesh Corporation, Concrete Reinforcements, Inc., National Wire Products, Davis Wire Corporation, Oklahoma Steel & Wire Co., Inc. and, prior to our acquisition of substantially all of its assets in October of 2024 (see Note 19 of our consolidated financial statements), EWP (a then-subsidiary of Liberty).
Added
OWP was a manufacturer of WWR products for use in nonresidential and residential construction. We acquired certain of OWP’s inventories and all of OWP’s production equipment. Subsequent to the acquisition, we elected to consolidate our WWR operations with the relocation of certain acquired equipment from OWP to our existing WWR facilities.
Removed
Our goal is to create a positive and engaging work environment that meets evolving employee needs in areas such as flexible work schedules beyond the traditional full-time work schedule, which allows us to attract a broader candidate pool.
Removed
Risk Factors”. We do not expect to incur material capital expenditures for environmental control facilities during fiscal 2025.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Legislation and increased regulation regarding climate change, including mandatory reductions in energy consumption or emissions of greenhouse gases, could impose significant costs on us, including costs related to energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. 10 General Risks Our stock price can be volatile, often in connection with matters beyond our control.
Legislation and increased regulation regarding climate change, including mandatory reductions in energy consumption or emissions of greenhouse gases, could impose significant costs on us, including costs related to energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. General Risks Our stock price can be volatile, often in connection with matters beyond our control.
Additionally, when raw material costs decline, our financial results would be negatively impacted if the selling prices for our products decrease to an even greater extent and if we are consuming higher cost material from inventory. 8 Our financial results can also be significantly impacted if raw material supplies are inadequate to satisfy our purchasing requirements.
Additionally, when raw material costs decline, our financial results would be negatively impacted if the selling prices for our products decrease to an even greater extent and if we are consuming higher cost material from inventory. Our financial results can also be significantly impacted if raw material supplies are inadequate to satisfy our purchasing requirements.
Although our insurance coverage could offset the losses or expenditures relating to some of these events, our results of operations and cash flows would be negatively impacted to the extent that such claims were not covered or only partially covered by our insurance. Our financial results could be adversely impacted by the escalation of our operating costs.
Although our insurance coverage could offset the losses or expenditures relating to some of these events, our results of operations and cash flows would be negatively impacted to the extent that such claims were not covered or only partially covered by our insurance. 9 Our financial results could be adversely impacted by the escalation of our operating costs.
Our balance sheet includes intangible assets, including goodwill and other separately identifiable assets related to prior acquisitions, and we may acquire additional intangible assets in connection with future acquisitions.
Our balance sheet includes intangible assets, including goodwill and other separately identifiable assets related to current and prior acquisitions, and we may acquire additional intangible assets in connection with future acquisitions.
Although we expect to finance our business requirements through internally generated funds or from borrowings under our $100 million revolving credit facility, we cannot provide any assurances these resources will be sufficient to support our business.
Although we expect to finance our business requirements through internally generated funds or from borrowings under our $100.0 million revolving credit facility, we cannot provide any assurances that these resources will be sufficient to support our business.
Furthermore, production and shipment levels for our business correlate with construction activity, most of which occurs outdoors and, as a result, is affected by erratic weather patterns, seasonal changes, and other unusual or unexpected weather-related conditions, all of which may be impacted by weather patterns.
Furthermore, production and shipment levels for our business correlate with construction activity, most of which occurs outdoors and, as a result, is affected by erratic weather patterns, seasonal changes and other unusual or unexpected weather-related conditions.
Our business and operations are subject to risks related to climate change. The long-term effects of global climate change could present both physical risks and transition risks (such as regulatory or technology changes), which are expected to be widespread and unpredictable.
The long-term effects of global climate change could present both physical risks and transition risks (such as regulatory or technology changes), which are expected to be widespread and unpredictable.
If our review indicates that goodwill has been impaired, the impaired portion would have to be written-off during that period which could adversely impact our business and financial results.
If our review indicates that goodwill has been impaired, the impaired portion would have to be written off during that period which could adversely impact our business and financial results. Item 1B. Unresolved Staff Comments. None.
Financing Risks Our operations are subject to seasonal fluctuations that may impact our cash flows. Our shipments are typically lower in the first and second fiscal quarters due to the unfavorable impact of winter weather on construction activity during these periods and customer plant shutdowns associated with holidays.
Our shipments are typically lower in the first and second fiscal quarters due to the unfavorable impact of winter weather on construction activity during these periods and customer plant shutdowns associated with holidays.
The imposition of tariffs, quotas or anti-dumping or countervailing duty margins by the U.S. government, including those implemented following the change in administration after the 2024 U.S. presidential election, against exporting countries can have the effect of reducing or eliminating their competitiveness and participation in the domestic market.
The imposition of tariffs, quotas or anti-dumping or countervailing duty margins by the U.S. government against exporting countries can have the effect of reducing or eliminating their competitiveness and participation in the domestic market.
Equity markets in the U.S. have been increasingly volatile in recent years. During fiscal 2024, our common stock traded as high as $39.38 and as low as $26.87.
Equity markets in the U.S. have been increasingly volatile in recent years. During fiscal 2025 our common stock traded as high as $41.64 and as low as $22.49.
Additionally, we may face increased costs to respond to future water laws and regulations, and operations in areas with limited water availability may be impacted if droughts become more frequent or severe. Any such events could have a material adverse effect on our costs or results of operations.
Additionally, we may face increased costs to respond to future water laws and regulations, and operations in areas with limited water availability may be impacted if droughts become more frequent or severe.
Demand for our products is highly variable and difficult to forecast due to our minimal backlog and unanticipated changes that can occur in customer order patterns or inventory levels. Demand for our products is highly variable.
Market responses to supply constraints are inherently unpredictable and may vary based on competitive dynamics, customer demand and broader economic conditions. Demand for our products is highly variable and difficult to forecast due to our minimal backlog and unanticipated changes that can occur in customer order patterns or inventory levels. Demand for our products is highly variable.
Although we have previously implemented numerous measures to offset the impact of increases in these costs, there can be no assurance that such actions will be effective.
Although we have previously implemented numerous measures to offset the impact of increases in these costs, there can be no assurance that such actions will be effective. If we are unable to pass these additional costs through by raising our selling prices, our financial results could be adversely impacted.
There is also the risk of theft of confidential information, intentional vandalism, industrial espionage and a variety of cyber-attacks that could compromise our internal technology system and infrastructure or result in data leaks in-house or at our third-party providers and business partners.
There is also the risk of theft of confidential information, intentional vandalism, industrial espionage and a variety of cyber-attacks that could compromise our internal technology system and infrastructure or result in data leaks in-house or at our third-party providers and business partners. 11 We have invested and continue to invest in risk management and information security and data privacy measures in order to protect our systems and data, including employee training, organizational investments, incident response plans, tabletop exercises and technical defenses.
Although changes in our wire rod costs and selling prices tend to be correlated, we may be unable to fully recover increased rod costs during weaker market environments, which would reduce our earnings and cash flows.
In response, wire rod producers have resorted to increasing the frequency of price adjustments, typically on a monthly basis, as well as unilaterally changing the terms of prior commitments. 8 Although changes in our wire rod costs and selling prices tend to be correlated, we may be unable to fully recover increased rod costs during weaker market environments, which would reduce our earnings and cash flows.
Operational Risks Our manufacturing facilities are subject to unexpected equipment failures, operational interruptions and casualty losses.
The scope, duration and economic effects of these policies are unpredictable and cannot be mitigated through planning. Operational Risks Our manufacturing facilities are subject to unexpected equipment failures, operational interruptions and casualty losses.
If we are unable to pass these increases in costs to our customers it could adversely affect our business, financial condition and results of operations by increasing our overall cost structure. Additionally, our ability to recover the cost increases through price increases may lag our cost increases, which could negatively impact our margins.
Persistent inflationary trends have led to increased costs across key operational inputs, including labor, energy, operating supplies and raw materials. If we are unable to pass these increases in costs to our customers it could adversely affect our business, financial condition and results of operations by increasing our overall cost structure.
If we are unable to pass these additional costs through by raising our selling prices, our financial results could be adversely impacted. 9 Our business, financial condition and results of operations may be adversely impacted by the effects of inflation. Rising inflation has increased, and may continue to increase, the costs of labor, energy, operating supplies and raw materials.
In addition, these conditions could increase the cost of production, including the cost of machinery, spare parts and other materials used in manufacturing our products, further pressuring margins and adversely impacting our operating performance. Our business, financial condition and results of operations may be adversely impacted by the effects of inflation.
Removed
In response, wire rod producers have resorted to increasing the frequency of price adjustments, typically on a monthly basis, as well as unilaterally changing the terms of prior commitments.
Added
Presidential actions increasing tariffs on steel and aluminum could materially and adversely affect our business, financial results and cash flows. The Section 232 tariff on steel and aluminum was recently increased to 50% from 25%. As a derivative steel product, PC strand is also subject to a 50% tariff rate on the steel portion of the product.
Removed
We have invested and continue to invest in risk management and information security and data privacy measures in order to protect our systems and data, including employee training, organizational investments, incident response plans, tabletop exercises and technical defenses.
Added
Tariffs beyond those imposed under Section 232 on steel and aluminum products could increase the costs of other inputs, including consumables, equipment and components.
Added
Although we seek to adjust selling prices to offset higher input costs, competitive dynamics, the level of construction activity and customer inventory rebalancing may limit our ability to pass through such increases on a timely basis or in full.
Added
In weaker market environments, our margins could be compressed if rising costs outpace realized price increases, which could adversely affect our business, financial results and cash flows. U.S. trade policy remains uncertain, and future changes to tariffs rates, coverage or enforcement could further impact our sourcing, pricing and end-market demand.
Added
Adverse global economic conditions could have a negative effect on our business, results of operations and financial condition and liquidity. Sustained uncertainty about, or worsening of, current global economic conditions and further tariffs and escalations of tensions between the U.S. and its trading partners could result in a global economic slowdown and long-term changes to global trade.
Added
Such events may also cause customers and end-users to reduce, delay or forego spending on projects involving our products, which could negatively affect demand for our products and our business, financial condition and results of operations and liquidity.
Added
Additionally, our ability to recover the cost increases through price increases may lag our cost increases, which could negatively impact our margins. Our business and operations are subject to risks related to climate change.
Added
Any such events could have a material adverse effect on our costs or results of operations. 10 Financing Risks Our operations are subject to seasonal fluctuations that may impact our cash flows.
Added
Cyber threats are continually evolving as threat actors may adopt new and sophisticated tools used in multifaceted attacks, including the potential use of artificial intelligence to engage in automated and targeted attacks.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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As of the date of this report, no risks from cybersecurity threats have materially affected or are reasonably likely to materially affect our business, results of operations, financial condition and cash flows. Governance Our Information Services Department manages our cybersecurity risk management program which is overseen by the Vice President of Information Services.
As of the date of this report, no risks from cybersecurity threats have materially affected or are reasonably likely to materially affect our business, results of operations, financial condition and cash flows. 12 Governance Our Information Services Department manages our cybersecurity risk management program which is overseen by the Vice President of Information Services.

Item 2. Properties

Properties — owned and leased real estate

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Item 2. Properties. Our corporate headquarters and IWP’s sales and administrative offices are located in Mount Airy, North Carolina. As of September 28, 2024, we operated ten manufacturing facilities located in Dayton, Texas; Gallatin, Tennessee; Hazleton, Pennsylvania; Hickman, Kentucky; Houston, Texas; Jacksonville, Florida; Kingman, Arizona; Mount Airy, North Carolina; Sanderson, Florida; and St. Joseph, Missouri.
Item 2. Properties. Our corporate headquarters and IWP’s sales and administrative offices are located in Mount Airy, North Carolina. As of September 27, 2025, we operated eleven manufacturing facilities located in Dayton, Texas; Gallatin, Tennessee; Hazleton, Pennsylvania; Hickman, Kentucky; Houston, Texas; Jacksonville, Florida; Kingman, Arizona; Mount Airy, North Carolina; Sanderson, Florida; St. Joseph, Missouri; and Upper Sandusky, Ohio.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 3. Legal Proceedings. We are involved in lawsuits, claims, investigations and proceedings, including commercial, environmental and employment matters, which arise in the ordinary course of business. We do not anticipate that the ultimate cost to resolve these matters will have a material adverse effect on our financial position, results of operations or cash flows. 12
Item 3. Legal Proceedings. We are involved in lawsuits, claims, investigations and proceedings, including commercial, environmental and employment matters, which arise in the ordinary course of business. We do not anticipate that the ultimate cost to resolve these matters will have a material adverse effect on our financial position, results of operations or cash flows.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Before joining us, he was a Senior Manager at BDO Seidman, LLP from June 2003 through June 2005 and, prior to that, had been employed for ten years at Deloitte & Touche USA, LLP, most recently as a Senior Manager. Elizabeth C. Southern, 43, has served as Vice President Administration, Secretary and Chief Legal Officer since June 2023.
Before joining us, he was a Senior Manager at BDO Seidman, LLP from June 2003 through June 2005 and, prior to that, had been employed for ten years at Deloitte & Touche USA, LLP, most recently as a Senior Manager. Elizabeth C. Southern, 44, has served as Vice President Administration, Secretary and Chief Legal Officer since June 2023.
From 2011 to 2023, she served in various senior management roles with Hanesbrands Inc., a publicly-held apparel company, including Deputy General Counsel and Assistant Secretary and Vice President, Human Resources. Prior to that, Ms. Southern was an associate attorney at Womble Bond Dickinson (US) LLP. Richard T.
From 2011 to 2023, she served in various senior management roles with Hanesbrands Inc., a publicly traded apparel company, including Deputy General Counsel and Assistant Secretary and Vice President, Human Resources. Prior to that, Ms. Southern was an associate attorney at Womble Bond Dickinson (US) LLP. Richard T.
Prior to Insteel, he served in various senior management roles with Leggett & Platt, a publicly-held manufacturer of diversified engineered products, from 2002 to 2018, including Group President-Rod and Wire Products, Unit President-Wire Products and Unit President-Specialty Products. Mr. York served in a range of leadership positions at Bekaert Corporation, a U.S. subsidiary of N.V.
Prior to Insteel, he served in various senior management roles with Leggett & Platt, a publicly traded manufacturer of diversified engineered products, from 2002 to 2018, including Group President-Rod and Wire Products, Unit President-Wire Products and Unit President-Specialty Products. Mr. York served in a range of leadership positions at Bekaert Corporation, a U.S. subsidiary of N.V.
Wagner, 65, has served as Senior Vice President, Chief Operating Officer since October 2020 and as Vice President and General Manager of the Concrete Reinforcing Products Business Unit of our subsidiary, Insteel Wire Products Company, since 1998. He joined us in 1992 serving in various other management roles. From 1977 until 1992, Mr.
Wagner, 66, has served as Senior Vice President, Chief Operating Officer since October 2020 and as Vice President and General Manager of the Concrete Reinforcing Products Business Unit of our subsidiary, Insteel Wire Products Company, since 1998. He joined us in 1992 serving in various other management roles. From 1977 until 1992, Mr.
Wagner served in various positions with Florida Wire and Cable, Inc., a manufacturer of PC strand and galvanized strand products, which was later acquired by us in 2000. James R. York, 66, has served as Senior Vice President, Sourcing and Logistics since October 2020, and as Vice President, Sourcing and Logistics since joining us in 2018.
Wagner served in various positions with Florida Wire and Cable, Inc., a manufacturer of PC strand and galvanized strand products, which was later acquired by us in 2000. James R. York, 67, has served as Senior Vice President, Sourcing and Logistics since October 2020, and as Vice President, Sourcing and Logistics since joining us in 2018.
Woltz III, 68, has served as Chief Executive Officer since 1991, as President since 1989 and has been employed by us and our subsidiaries in various capacities since 1978. He was named President and Chief Operating Officer in 1989.
Woltz III, 69, has served as Chief Executive Officer since 1991, as President since 1989 and has been employed by us and our subsidiaries in various capacities since 1978. He was named President and Chief Operating Officer in 1989.
Item 4. Mine Safety Disclosures . Not applicable. Information About Our Executive Officers Our executive officers are as follows: Name Age Position H. O. Woltz III 68 President, Chief Executive Officer and Chairman of the Board Scot R. Jafroodi 55 Vice President, Chief Financial Officer and Treasurer Elizabeth C.
Item 4. Mine Safety Disclosures . Not applicable. Information About Our Executive Officers Our executive officers are as follows: Name Age Position H. O. Woltz III 69 President, Chief Executive Officer and Chairman of the Board Scot R. Jafroodi 56 Vice President, Chief Financial Officer and Treasurer Elizabeth C.
He served as our Vice President from 1988 to 1989 and as President of Rappahannock Wire Company, formerly a subsidiary of our Company, from 1981 to 1989. Mr. Woltz has been a Director since 1986 and also serves as President of Insteel Wire Products Company. Mr.
He served as our Vice President from 1988 to 1989 and as President of Rappahannock Wire Company, formerly a subsidiary of our Company, from 1981 to 1989. Mr. Woltz has been a director of the Company since 1986 and has served as Chairman of the Board since 2009. He also serves as President of Insteel Wire Products Company. Mr.
Southern 43 Vice President Administration, Secretary and Chief Legal Officer Richard T. Wagner 65 Senior Vice President and Chief Operating Officer James R. York 66 Senior Vice President, Sourcing and Logistics H. O.
Southern 44 Vice President Administration, Secretary and Chief Legal Officer Richard T. Wagner 66 Senior Vice President and Chief Operating Officer James R. York 67 Senior Vice President, Sourcing and Logistics H. O.
Woltz served as President of Florida Wire and Cable, Inc., formerly a subsidiary of our Company, until its merger with Insteel Wire Products Company in 2002. Mr. Woltz has served as Chairman of the Board since 2009. Scot R. Jafroodi, 55, has served as Vice President, Chief Financial Officer and Treasurer since January 2023.
Woltz served as President of Florida Wire and Cable, Inc., formerly a subsidiary of our Company, until its merger with Insteel Wire Products Company in 2002. 13 Scot R. Jafroodi, 56, has served as Vice President, Chief Financial Officer and Treasurer since January 2023.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Item 5. Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “IIIN” and has traded on the NYSE since March 17, 2021. As of October 22, 2024, there were 427 shareholders of record.
Item 5. Market for Registrant ’ s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “IIIN” and has traded on the NYSE since March 17, 2021. As of October 21, 2025, there were 401 shareholders of record.
The graph and table assume that $100 was invested on September 28, 2019 in our common stock and in each of the two indices and the reinvestment of all dividends. Cumulative total shareholder returns for our common stock, the Russell 2000 Index and the S&P 500 Building Products Index are based on our fiscal year.
The graph and table assume that $100 was invested on October 3, 2020 in our common stock and in each of the two indices and the reinvestment of all dividends. Cumulative total shareholder returns for our common stock, the Russell 2000 Index and the S&P 500 Building Products Index are based on our fiscal year.
Stock Performance Graph The graph below compares the cumulative total shareholder return on our common stock with the cumulative total return of the Russell 2000 Index and the S&P 500 Building Products Index for the five years ended September 28, 2024.
Additional information regarding our share repurchase authorization is discussed in Note 18 to our consolidated financial statements and incorporated herein by reference. 14 Stock Performance Graph The graph below compares the cumulative total shareholder return on our common stock with the cumulative total return of the Russell 2000 Index and the S&P 500 Building Products Index for the five years ended September 27, 2025.
On November 14, 2023, our Board of Directors approved a special cash dividend of $2.50 per share that was paid on December 22, 2023 to shareholders of record as of December 8, 2023. 13 Issuer Purchases of Equity Securities There were no repurchases of common stock during the quarter ended September 28, 2024.
On November 12, 2024, our Board of Directors approved a special cash dividend of $1.00 per share that was paid on December 13, 2024 to shareholders of record as of November 29, 2024.
Fiscal Year Ended September 28, 2019 October 3, 2020 October 2, 2021 October 1, 2022 September 30, 2023 September 28, 2024 Insteel Industries Inc. $ 100.00 $ 92.15 $ 202.72 $ 145.23 $ 191.01 $ 195.65 Russell 2000 100.00 100.39 148.25 113.42 123.55 156.61 S&P 500 Building Products 100.00 115.82 167.78 126.64 169.28 268.56 Item 6. Reserved. 14
Fiscal Year Ended October 3, 2020 October 2, 2021 October 1, 2022 September 30, 2023 September 28, 2024 September 27, 2025 Insteel Industries Inc. $ 100.00 $ 219.98 $ 157.60 $ 207.28 $ 212.31 $ 274.64 Russell 2000 100.00 147.68 112.98 123.07 156.00 172.78 S&P 500 Building Products 100.00 144.86 109.34 146.15 231.87 231.94
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Additional information regarding our share repurchase authorization is discussed in Note 18 to our consolidated financial statements and incorporated herein by reference.
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Issuer Purchases of Equity Securities The following table summarizes the repurchases of common stock during the quarter ended September 27, 2025: (In thousands except share and per share amounts) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan or Program Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan or Program June 29, 2025 - August 2, 2025 1,945 $ 35.65 1,945 $ 17,354 (1) August 3, 2025 - August 30, 2025 6,709 35.58 6,709 17,115 (1) August 31, 2025 - September 27, 2025 - - - 17,115 (1) 8,654 8,654 (1) Under the $25.0 million share repurchase authorization announced on November 18, 2008, which continues in effect until terminated by the Board of Directors.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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We invest excess cash primarily in money market funds, which are highly liquid securities that bear minimal risk. 18 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.
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.
Contractual Obligations In addition to our discussion and analysis surrounding our liquidity and capital resources, our contractual obligations and commitments as of September 28, 2024, 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.
Contractual Obligations In addition to our discussion and analysis surrounding our liquidity and capital resources, our contractual obligations and commitments as of September 27, 2025, 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.
Discussions of our financial condition and results of operations for the year ended September 30, 2023 compared to October 1, 2022 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 September 30, 2023, which was filed with the SEC on October 26, 2023.
Discussions of our financial condition and results of operations for the year ended September 28, 2024 compared to September 30, 2023 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 September 28, 2024, which was filed with the SEC on October 24, 2024.
Capital expenditures are expected to total up to approximately $22.0 million in 2025, including expenditures to support costs and productivity 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.
Capital expenditures are expected to total up to approximately $20.0 million in 2026, including expenditures to support cost and productivity 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.
The table below presents a summary of our results of operations for fiscal 2024 and fiscal 2023.
The table below presents a summary of our results of operations for fiscal 2025 and fiscal 2024.
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.
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.
The nature and impact of recent accounting pronouncements is discussed in Note 3 to our consolidated financial statements and incorporated herein by reference. 15 Results of Operations The following discussion and analysis of our financial condition and results of operations is for the year ended September 28, 2024 compared with the year ended September 30, 2023.
The nature and impact of recent accounting pronouncements is discussed in Note 3 to our consolidated financial statements and incorporated herein by reference. 16 Results of Operations The following discussion and analysis of our financial condition and results of operations is for the year ended September 27, 2025 compared with the year ended September 28, 2024.
As of September 28, 2024, no borrowings were outstanding on the Credit Facility, $98.5 million of borrowing capacity was available and outstanding letters of credit totaled $1.5 million (see Note 8 to the consolidated financial statements). As of September 30, 2023, there were no borrowings outstanding on the Credit Facility.
As of September 27, 2025, no borrowings were outstanding on the Credit Facility, $98.7 million of borrowing capacity was available and outstanding letters of credit totaled $1.3 million (see Note 8 to the consolidated financial statements). As of September 28, 2024, there were no borrowings outstanding on the Credit Facility.
The decrease in compensation expense was largely driven by lower incentive plan expense due to a decline in financial results in the current year. The cash surrender value of life insurance policies increased $1.5 million in the current year compared with $531,000 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 plan expense due to our improved financial results in the current year. The cash surrender value of life insurance policies increased $452,000 in the current year compared with $1.5 million in the prior year due to the corresponding changes in the value of the underlying investments.
In 2023, $41.3 million of cash was used for dividend payments (including a special cash dividend of $38.9 million, or $2.00 per share, and regular cash dividends totaling $2.4 million) and $2.3 million for the repurchase of common stock. Cash Management Our cash is principally concentrated at one major financial institution, which at times exceeds federally insured limits.
In 2024, $50.9 million of cash was used for dividend payments (including a special cash dividend of $48.6 million, or $2.50 per share, and regular cash dividends totaling $2.3 million) and $1.8 million for the repurchase of common stock. 19 Cash Management Our cash is principally concentrated at one major financial institution, which at times exceeds federally insured limits.
Financing Activities Financing activities used $52.7 million of cash in 2024 and $44.0 million of cash in 2023. In 2024, $50.9 million of cash was used for dividend payments (including a special cash dividend of $48.6 million, or $2.50 per share, and regular cash dividends totaling $2.3 million) and $1.8 million for the repurchase of common stock.
Financing Activities Financing activities used $24.4 million of cash in 2025 and $52.7 million of cash in 2024. In 2025, $21.8 million of cash was used for dividend payments (including a special cash dividend of $19.4 million, or $1.00 per share, and regular cash dividends totaling $2.4 million) and $2.3 million for the repurchase of common stock.
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. 17 Selected Liquidity and Capital Resources Data (Dollars in thousands) Year Ended September 28, September 30, 2024 2023 Net cash provided by operating activities $ 58,207 $ 142,200 Net cash used for investing activities (19,637 ) (20,896 ) Net cash used for financing activities (52,702 ) (43,950 ) Cash and cash equivalents 111,538 125,670 Net working capital 220,260 252,698 Total debt - - Percentage of total capital - - Shareholders' equity $ 350,855 $ 381,505 Percentage of total capital 100 % 100 % Total capital (total debt + shareholders' equity) $ 350,855 $ 381,505 Operating Activities Operating activities provided $58.2 million of cash in 2024 primarily from net earnings adjusted for non-cash items together with a net decrease in working capital.
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. 18 Selected Liquidity and Capital Resources Data (Dollars in thousands) Year Ended September 27, September 28, 2025 2024 Net cash provided by operating activities $ 27,163 $ 58,207 Net cash used for investing activities (75,674 ) (19,637 ) Net cash used for financing activities (24,397 ) (52,702 ) Cash and cash equivalents 38,630 111,538 Net working capital 195,938 220,260 Total debt - - Percentage of total capital - - Shareholders' equity $ 371,532 $ 350,855 Percentage of total capital 100 % 100 % Total capital (total debt + shareholders' equity) $ 371,532 $ 350,855 Operating Activities Operating activities provided $27.2 million of cash in 2025 primarily from net earnings adjusted for non-cash items partially offset by a net increase in working capital.
Investing Activities Investing activities used $19.6 million of cash in 2024 primarily due to capital expenditures ($19.1 million) and an increase in the cash surrender value of life insurance policies ($517,000).
Investing activities used $19.6 million of cash in 2024 primarily due to capital expenditures ($19.1 million) and an increase in the cash surrender value of life insurance policies ($517,000). Capital expenditures for both years focused on cost and productivity improvement initiatives in addition to recurring maintenance requirements.
As of September 28, 2024, there were no borrowings outstanding. ● Capital Expenditures – As of September 28, 2024, we had contractual commitments for capital expenditures of $2.1 million.
As of September 27, 2025, there were no borrowings outstanding. ● Capital Expenditures – As of September 27, 2025, we had contractual commitments for capital expenditures of $0.9 million.
As of September 28, 2024, our cash and cash equivalents totaled $111.5 million compared with $125.7 million as of September 30, 2023.
As of September 27, 2025, our cash and cash equivalents totaled $38.6 million compared with $111.5 million as of September 28, 2024.
Net Earnings Net earnings decreased to $19.3 million ($0.99 per share) in 2024 from $32.4 million ($1.66 per share) in 2023, primarily due to the decrease in gross profit and other income partially offset by lower SG&A expense and increased interest income.
Net Earnings Net earnings increased to $41.0 million ($2.10 per diluted share) in 2025 from $19.3 million ($0.99 per share) in 2024 primarily due to the increase in gross profit partially offset by higher SG&A expense, lower interest income, restructuring charges and acquisitions costs.
Selling, General and Administrative Expense Selling, general and administrative expense (“SG&A expense”) decreased 3.6% to $29.6 million, or 5.6% of net sales, in 2024 from $30.7 million, or 4.7% of net sales, in 2023 primarily due to lower compensation expense ($1.4 million) and the relative year-over-year changes in the cash surrender value of life insurance policies ($1.0 million) partially offset by higher depreciation ($569,000) and bad debt ($350,000) expense.
Selling, General and Administrative Expense Selling, general and administrative expense (“SG&A expense”) increased 31.8% to $39.0 million, or 6.0% of net sales, in 2025 from $29.6 million, or 5.6% of net sales, in 2024 primarily due to higher compensation expense ($6.4 million), an increase in amortization expense associated with intangible assets ($1.1 million), the relative year-over-year changes in the cash surrender value of life insurance policies ($1.0 million) and an increase in employee benefit expense ($511,000).
Working capital provided $95.6 million of cash due to a $94.3 million decrease in inventories and an $18.2 million reduction in accounts receivable partially offset by a $16.9 million decrease in accounts payable and accrued expenses. The decrease in inventories was primarily due to lower raw material purchases along with lower average unit costs.
Working capital used $37.6 million of cash due to a $36.5 million increase in inventories and a $20.4 million increase in accounts receivable partially offset by a $19.3 million increase in accounts payable and accrued expenses. The increase in inventories was the result of higher average unit costs along with higher raw material purchases during 2025.
The decrease in spreads was driven by lower average selling prices ($119.7 million) partially offset by lower raw material costs ($102.8 million) and a decrease in freight expense ($291,000).
The increase in spreads was driven by higher average selling prices ($36.3 million) and lower raw material costs ($1.3 million) partially offset by an increase in freight expense ($1.5 million).
Working capital provided $18.9 million of cash due to a $14.5 million decrease in inventories and a $5.1 million reduction in accounts receivable partially offset by a $639,000 decrease in accounts payable and accrued expenses. The decrease in inventories was primarily due to lower average unit costs. The decrease in accounts receivable was largely driven by lower average selling prices.
Operating activities provided $58.2 million of cash in 2024 primarily from net earnings adjusted for non-cash items together with a net decrease in working capital. Working capital provided $18.9 million of cash due to a $14.5 million decrease in inventories and a $5.1 million reduction in accounts receivable partially offset by a $639,000 decrease in accounts payable and accrued expenses.
We also expect increasing contributions from the substantial investments we have made in our facilities in recent years and expect to continue to make in the form of reduced operating costs and additional capacity to support future growth. Finally, we will continue to pursue acquisitions opportunistically to expand our penetration of markets we currently serve or expand our footprint.
We are also driving continuous improvements across our manufacturing, sales and administrative functions to enhance productivity and effectiveness. We expect increasing contributions from the substantial investments we have made in our facilities in recent years and expect to continue to make in the form of reduced operating costs and additional capacity to support future growth.
Statements of Operations – Selected Data (Dollars in thousands) Year Ended September 28, September 30, 2024 Change 2023 Net sales $ 529,198 (18.5 %) $ 649,188 Gross profit 49,632 (24.1 %) 65,398 Percentage of net sales 9.4 % 10.1 % Selling, general and administrative expense $ 29,591 (3.6 %) $ 30,685 Percentage of net sales 5.6 % 4.7 % Other expense (income), net $ 37 N/M $ (3,423 ) Interest income $ (5,433 ) 46.6 % $ (3,706 ) Effective income tax rate 23.7 % 22.4 % Net earnings $ 19,305 (40.4 %) $ 32,415 "N/M" = not meaningful 2024 Compared with 2023 Net Sales Net sales decreased 18.5% to $529.2 million in 2024 from $649.2 million in 2023 driven entirely by a decrease in average selling prices as shipments remained relatively flat.
Statements of Operations – Selected Data (Dollars in thousands) Year Ended September 27, September 28, 2025 Change 2024 Net sales $ 647,706 22.4 % $ 529,198 Gross profit 93,438 88.3 % 49,632 Percentage of net sales 14.4 % 9.4 % Selling, general and administrative expense $ 39,002 31.8 % $ 29,591 Percentage of net sales 6.0 % 5.6 % Restructuring charges, net $ 2,304 N/M $ - Acquisition costs 325 N/M 61 Interest income (2,067 ) (62.0% ) (5,433 ) Effective income tax rate 23.8 % 23.7 % Net earnings $ 41,020 112.5 % $ 19,305 "N/M" = not meaningful 2025 Compared with 2024 Net Sales Net sales increased 22.4% to $647.7 million in 2025 from $529.2 million in 2024 reflecting a 14.8% increase in shipments and a 6.7% rise in average selling prices.
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.
While a downturn in the level of construction activity affects sales to our customers, it generally reduces our working capital requirements.
The statements contained in this section are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”.
Looking ahead, we will continue to evaluate acquisition opportunities that enhance our presence in markets we currently serve or expand our geographic footprint. The statements contained in this section are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”.
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.
Subsequent to the acquisition, we elected to consolidate our WWR operations with the relocation of certain acquired equipment from OWP to our existing WWR facilities. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States.
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. 19 Outlook Looking ahead to fiscal 2025, we expect our financial results will be favorably impacted by the improving business conditions in our construction end markets.
The timing and magnitude of any future increases in raw material costs and the impact on selling prices for our products are uncertain at this time. 20 Outlook We enter fiscal 2026 with momentum, supported by operational improvements, recovering raw material availability and contributions from our recent acquisitions.
Gross Profit Gross profit decreased 24.1% to $49.6 million, or 9.4% of net sales, in 2024 from $65.4 million, or 10.1% of net sales, in 2023. The year-over-year decrease was primarily due to lower spreads between average selling prices and raw material costs ($16.6 million) partially offset by lower manufacturing costs ($782,000).
The year-over-year increase was primarily due to higher spreads between average selling prices and raw material costs ($36.1 million), higher shipments ($7.8 million) and other material costs and adjustments ($2.8 million), partially offset by higher manufacturing costs ($2.9 million).
Investing activities used $20.9 million of cash in 2023 primarily due to capital expenditures ($30.7 million) partially offset by the receipt of proceeds from the sale of property, plant and equipment ($9.9 million). Capital expenditures for both years focused on cost and productivity improvement initiatives in addition to recurring maintenance requirements.
Investing Activities Investing activities used $75.7 million of cash in 2025, primarily due to the EWP Acquisition ($67.0 million), the OWP Acquisition ($5.1 million) and capital expenditures ($8.2 million) partially offset by the receipt of proceeds from the sale of assets held for sale ($5.0 million).
After initially rising in the first half of 2024, wire rod prices declined during the latter part of the year due to reductions in the cost of steel scrap for wire rod producers and weakening demand.
During 2025, we were successful in implementing price increases sufficient to recover the escalation in our raw material costs that occurred over the course of the year. In 2024, wire rod prices increased during the first half of the year but declined in the latter half, primarily due to lower steel scrap costs for wire rod producers and softening demand.
Selling prices for our products declined during 2024 in response to weak demand, competitive pricing pressures and the impact of low-priced PC strand imports, which negatively impacted our financial results. During 2023, we experienced a decline in wire rod prices primarily due to reductions in the cost of scrap for wire producers and a concurrent weakening in demand.
Selling prices for our products also decreased throughout 2024, driven by weak market demand, competitive pricing pressures and the impact of low-priced PC strand imports. These factors collectively had a negative impact on our financial performance.
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The decrease in average selling prices was driven by persistent competitive pricing pressures in our welded wire reinforcing markets, the impact of low-priced PC strand and a decline in raw material costs. Shipments for the current year were adversely impacted by weaker market conditions, increasing volumes of PC strand imports and adverse weather conditions.
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On October 21, 2024, we, through our wholly-owned subsidiary, IWP, purchased substantially all of the assets, other than cash and accounts receivable, of EWP and certain related assets of LSG for an adjusted purchase price of $67.0 million. EWP was a leading manufacturer of WWR products for use in nonresidential and residential construction.
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The increase in depreciation expense was attributed to higher capital expenditures during the current year. The higher bad debt expense resulted from adjustments to customer credit reserves. 16 Other Expense (Income), net Other expense was $37,000 for 2024 compared with other income of $3.4 million in 2023.
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We acquired EWP’s inventories, production equipment, production facilities located in Upper Sandusky, Ohio and Warren, Ohio and certain equipment from LSG. Subsequent to the acquisition, we elected to consolidate our WWR operations with the closure of the Warren facility and relocation of certain equipment to our existing WWR facilities.
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Other income in the prior year was primarily related to a net gain from the sale of property, plant and equipment ($3.3 million). Interest Income Interest income increased $1.7 million due to higher average cash balances and interest rates.
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On November 26, 2024, we, through our wholly-owned subsidiary, IWP, purchased certain assets of OWP for a purchase price of $5.1 million. OWP was a manufacturer of WWR products for use in nonresidential and residential construction. We acquired certain of OWP’s inventories and all of OWP’s production equipment.
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Income Taxes Our effective income tax rate for 2024 increased to 23.7% from 22.4% in 2023, primarily due to an adjustment to state income tax expense and an increase in the valuation allowance for a deferred tax asset that is not expected to be utilized.
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Estimates are also used in establishing opening balances in relation to purchase accounting. Actual results could differ from these estimates.
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Operating activities provided $142.2 million of cash in 2023 primarily from net earnings adjusted for non-cash items together with a net decrease in working capital.
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The increase in shipments was primarily due to incremental volume generated from our acquisitions completed earlier in the year and improved demand in our construction end markets. The increase in average selling prices was driven by pricing actions implemented across all product lines to recover higher raw material costs.
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The decrease in accounts receivable was largely driven by lower average selling prices. The decrease in accounts payable and accrued expenses was largely due to lower raw material purchases, lower unit costs and a reduction in accrued incentive plan expense.
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Gross Profit Gross profit increased 88.3% to $93.4 million, or 14.4% of net sales, in 2025 from $49.6 million, or 9.4% of net sales, in 2024.
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Selling prices for our products fell in response to the softening demand and competitive pricing pressure. Consequently, our financial results were adversely affected as we consumed higher cost inventory that was purchased in prior periods.
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The increase in amortization expense was primarily attributed to the intangible assets that were acquired in connection with our first quarter acquisitions.
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Although recent key indicators and industry forecasts for nonresidential construction spending have been somewhat mixed, customer sentiment is generally positive, and easing inflation concerns and the downward trajectory of interest rates will likely stimulate demand going forward.
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The increase in employee benefit expense was primarily related to higher employee health insurance expense in the current year. 17 Restructuring Charges, Net Restructuring charges of $2.3 million were incurred in 2025 related to the closure of the Warren, Ohio facility, which had been acquired through the EWP Acquisition, and expenses related to the consolidation of our WWR operations.
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Furthermore, the outlook for public nonresidential construction is favorable, as federal spending associated with the Infrastructure Investment and Jobs Act is expected to drive new project activity in fiscal 2025 and beyond. We also expect our financial results for the coming year to benefit from our recent acquisition of EWP through the anticipated operational synergies upon completion of integration activities.
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Restructuring charges included $1.0 million for asset impairment charges, $681,000 for facility closure costs, $371,000 for equipment relocation costs and $251,000 for employee separation costs. Acquisition Costs Acquisition costs of $325,000 were incurred in 2025 for legal, accounting and other professional fees related to the EWP Acquisition and the OWP Acquisition.
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Regardless of the market dynamics, we continue to focus on those factors we control, including 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.
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Interest Income Interest income decreased $3.4 million due to lower average cash balances and interest rates. Income Taxes Our effective income tax rate for 2025 increased to 23.8% from 23.7% in 2024 due to changes in book versus tax differences.
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The increase in accounts receivable was largely driven by higher average selling prices combined with an increase in shipments.
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The increase in accounts payable and accrued expenses was related to higher raw material purchases near the end of the period, higher unit costs, the timing of payments related to raw material purchases and an increase in accrued salaries, wages and related expenses.
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The decrease in inventories was primarily due to lower average unit costs. The decrease in accounts receivable was largely driven by lower average selling prices. 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.
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Market conditions remain generally strong and stable, though residential construction continues to lag. Our recent acquisitions have already made meaningful contributions by expanding shipment volumes and strengthening our competitive position in key markets. These acquisitions, together with prior capital investments, are expected to continue driving value in the year ahead.
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Public nonresidential construction is expected to remain strong, supported by ongoing federal investment under the Infrastructure Investment and Jobs Act, which should sustain elevated project activity through fiscal 2026. At the same time, we are closely monitoring broader macroeconomic conditions which could weigh on customer sentiment and demand in the near term.
Added
Nevertheless, we remain cautiously optimistic about the outlook for fiscal 2026 and are confident in our long-term strategy. Regardless of the market dynamics, we remain focused on the factors within our control. This includes disciplined expense management, capturing synergies from recent acquisitions and proactively aligning production schedules with evolving demand to optimize operating efficiency.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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We do not use derivative commodity instruments to hedge our exposure to changes in prices as such instruments are not currently available for wire rod. Our ability to acquire wire rod from foreign sources on favorable terms is impacted by fluctuations in strength of home markets, foreign currency exchange rates, foreign taxes, duties, tariffs, quotas and other trade actions.
We do not use derivative commodity instruments to hedge our exposure to changes in prices as such instruments are not currently available for wire rod. Our ability to acquire wire rod from foreign sources on favorable terms is impacted by fluctuations in the strength of home markets, foreign currency exchange rates, foreign taxes, duties, tariffs, quotas and other trade actions.
During 2024, a 10% increase or decrease in the value of the U.S. dollar relative to foreign currencies to which we are typically exposed would not have had a material impact on our financial position, results of operations or cash flows.
During 2025, a 10% increase or decrease in the value of the U.S. dollar relative to foreign currencies to which we are typically exposed would not have had a material impact on our financial position, results of operations or cash flows.
We will occasionally hedge firm commitments for certain equipment purchases that are denominated in foreign currencies. The decision to hedge any such transactions is made by us on a case-by-case basis. There were no forward contracts outstanding as of September 28, 2024.
We will occasionally hedge firm commitments for certain equipment purchases that are denominated in foreign currencies. The decision to hedge any such transactions is made by us on a case-by-case basis. There were no forward contracts outstanding as of September 27, 2025.
Interest Rates Although we did not have any balances outstanding on our Credit Facility as of September 28, 2024, future borrowings under the facility are subject to a variable rate of interest and are sensitive to changes in interest rates. 20 Foreign Exchange Exposure We have not typically hedged foreign currency exposures related to transactions denominated in currencies other than U.S. dollars, as such transactions have not been material historically.
Interest Rates Although we did not have any balances outstanding on our Credit Facility as of September 27, 2025, future borrowings under the facility are subject to a variable rate of interest and are sensitive to changes in interest rates. 21 Foreign Exchange Exposure We have not typically hedged foreign currency exposures related to transactions denominated in currencies other than U.S. dollars, as such transactions have not been material historically.
Based on our 2024 shipments and average wire rod cost reflected in cost of sales, a 10% increase in the price of wire rod would have resulted in a $32.7 million decrease in our annual pre-tax earnings (assuming there was not a corresponding change in our selling prices).
Based on our 2025 shipments and average wire rod cost reflected in cost of sales, a 10% increase in the price of wire rod would have resulted in a $37.5 million decrease in our annual pre-tax earnings (assuming there was not a corresponding change in our selling prices).

Other IIIN 10-K year-over-year comparisons