Insteel Industries Annual Report 2019

Plain-text annual report

2019 ANNUAL REPORT 0202 F25-0202 F25-020-0 F25-02 F25 5-0 F25-0 255 5-0 5-0202 -0 0 F25-02 5- F25-02 25- F25-02 25 F25-02 F25 F25-0 F25-02 25 - - HH 5 5 5 5 5 5 5 5 F F F F 2 2 2 2 2 2 2 2 F1 F10-07 0-0 HH F1 0 F10-0707077707770707007077070777077707777707707070770707070707070077070777070770707 F1F F10 F10-07 0-0 0-07070 -0 H C C O O N N ST. JT ST. JT. 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B A B 30'-10 1/16" M UIL D O R RIER ET H R 1 1 U T A N E 7 7F 2 F F 2 2 2 2 2 7 77 - 0 0 - 0 2 2 F 2 2 77 7 7 7 77 7 7 7 - - 00 0 0 0 0 0 2 2 7 7F 2 2 - 0 2 2 2 2 7 7F F F - 0 2 2 2 2 7 7 7 7 - - - F F 0 0 0 2 F 2 1 - 0 F 2 1 - 0 2 F 1 2 - 0 0 22 F 2 1 - 0 2 2 F 2 1 - 0 2 F 1 2 - 0 2 F 2 1 - 0 2 F 1 2 F 1 2 - 0 - 0 2 2 F F 1 2 2 - 0 2 F 1 1 2 F F F 1 2 2 2 - 0 - - 0 0 2 2 2 2 1 1 1 - - - 0 0 0 0 0 22 2 2 22 2 F F F 1 6 - 0 1 HH F F 1 1 6 6 - - 0 0 1 1 HH H F F F 1 1 1 66666666 6666666666 66 6 - - - - 0 0 0 F F 2 2 2 2 FF F F F 2 7 - 2 2 2 2 2 0 7 FF F F F - 2 2 2 2 0 7 7 7 2 - 7 7 2 0 - 7 2 0 0 2 2 F 2 2 F 2 7 7 7 7 - - 2 0 0 7 7 F - 2 0 7 2 2 F F F F F F F 1 1 1 1 1 6 6 6 - - 0 0 1 H H F - - 7 2 F - - 2 0 0 2 0 0 7 2 F - - 2 0 0 7 7 2 7 22 2 - - 00 0 00000000000000 0 0 0 0 0 0 22 22222222 2 2 2 2 222 2 2 - 0 0 2 2 1 1 H H H 1 1 6 6 - - 0 0 1 1 HH H F F F 1 1 1 1 1 1 0000 0 0 0 0 F F 1 1 HH - 0 0 0 0 7 F F 1 1 HH - 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 7 7 7 7 7 7 77 7 77 7 7 7 F 1 HHHHH - - - 0 0 00 0 00 0 0 0 0 7 7 7 7 77 7 1 1.5 2 C C O 7 7 7 0 0 0 ° E N D O N N S S T . J Insteel Industries is the nation’s largest manufacturer of steel wire reinforcing products for concrete construction applications. We manufacture and market prestressed concrete strand and welded wire reinforcement, including engineered structural mesh, concrete pipe reinforcement and standard welded wire reinforcement. Our products are sold primarily to manufacturers of concrete products that are used in nonresidential construction. Headquartered in Mount Airy, North Carolina, we operate ten manufacturing facilities located in the United States. FINANCIAL HIGHLIGHTS (Dollars in thousands, except per share amounts) 2019 2018 2017 Operating Results: Net sales Gross profit % of net sales Net earnings % of net sales Per Share Data: Net earnings: Basic Diluted Cash dividends declared Returns: Return on total capital(1) Return on shareholders' equity(2) Financial Position: Cash and cash equivalents Total assets Total debt Shareholders' equity Cash Flows: Net cash provided by operating activities Acquisition of business Capital expenditures Depreciation and amortization Cash dividends paid (1) Net earnings/(average total debt + average shareholders’ equity). (2) Net earnings/average shareholders’ equity. $455,713 30,061 6.6% $5,598 1.2% $453,217 70,807 15.6% $36,266 8.0% $388,871 59,781 15.4% $22,548 5.8% $0.29 0.29 0.12 $1.90 1.88 1.12 $1.19 1.17 1.37 2.3% 2.3% 15.6% 15.6% 10.1% 10.1% $38,181 293,009 - 246,017 $43,941 329,534 - 241,665 $6,608 - 10,512 13,553 2,310 $53,969 3,300 18,449 12,818 21,333 $32,105 283,073 - 223,376 $20,840 - 20,575 11,649 26,011 Net Sales (In millions) $388.9 $453.2 $455.7 Gross Margin 15.4% 15.6% 6.6% 2017 2018 2019 2017 2018 2019 Net Earnings Per Share (Diluted) $1.17 Return on Total Capital $1.88 15.6% 10.1% $0.29 2.3% 2017 2018 2019 2017 2018 2019 2019 ANNUAL REPORT | INSTEEL INDUSTRIES | 1 BUSINESS OVERVIEW 64% OF SALES Welded Wire Reinforcement Manufacturing Locations Welded Wire Reinforcement Prestressed Concrete Strand Prefabricated reinforcement consisting of high-strength wires that are welded into specified patterns according to customer requirements, which may provide for alternative wire diameters, lengths and spacings. Wire intersections are electrically resistance-welded by computer-controlled continuous automatic welding lines that use pressure and heat to fuse longitudinal and transverse wires in their proper position. ENGINEERED STRUCTURAL MESH Engineered made-to-order product that is used as the primary reinforcement in concrete elements or structures, frequently serving as a replacement for hot-rolled rebar. Plant Locations Dayton, TX | Hazleton, PA | Jacksonville, FL | Kingman, AZ | Mount Airy, NC | St. Joseph, MO Customer Segments Precast and Prestressed Producers | Rebar Fabricators | Distributors | Contractors End Uses Nonresidential Construction CONCRETE PIPE REINFORCEMENT Engineered made-to-order product that is used as the primary reinforcement in concrete pipe and box culverts for drainage and sewage systems, water treatment facilities and other related applications. Plant Locations Dayton, TX | Jacksonville, FL | Kingman, AZ | Mount Airy, NC | St. Joseph, MO Customer Segments Concrete Pipe and Precast Producers End Uses Nonresidential Construction | Residential Construction STANDARD WELDED WIRE REINFORCEMENT Secondary reinforcing product that is produced in standard styles for crack control applications in residential and light nonresidential construction, including driveways, sidewalks and a wide range of slab-on-grade applications. Plant Locations Dayton, TX | Hazleton, PA | Hickman, KY | Jacksonville, FL | Mount Airy, NC Customer Segments Rebar Fabricators | Distributors End Uses | Nonresidential Construction Residential Construction 36% OF SALES Prestressed Concrete Strand High-strength seven-wire reinforcement consisting of six wires that are continuously wrapped around a center wire forming a strand, which is then heat-treated while under tension. Provides tensile strength and compression forces in concrete elements and structures, allowing for the use of longer, thinner and lighter spans or sections. May be used in either pretensioned or posttensioned applications to reinforce bridges, parking decks, buildings, other concrete structures and concrete slabs for new homes in regions that have expansive soil. Plant Locations Gallatin, TN | Houston, TX | Sanderson, FL Customer Segments Precast Prestress Producers | Posttensioning Suppliers End Uses Nonresidential Construction | Residential Construction | 2 2019 ANNUAL REPORT | INSTEEL INDUSTRIES LETTER TO SHAREHOLDERS During the year, we intensiﬁed our focus on our primary organic growth initiative - the expansion of our cast- in-place business through further penetration of the rebar market. WWR-T5 = 39'-0" [39@12"] . A P S 5 V " 9 - ' 3 = 2019 was a difficult year for Insteel as we contended with a surge in low-priced import competition together with unusually wet weather that resulted in construction delays and deferred orders. Prices for our primary raw material, hot-rolled steel wire rod, and our products, which had escalated over the second half of 2018, reversed course and trended lower during the year. In the face of these challenges, we continued to execute our strategy for long-term growth and the creation of shareholder value, which is centered on leveraging our market leadership positions across our product portfolio and strengthening our low-cost producer status. We made additional investments in our facilities and systems that supported our cost and productivity improvement initiatives and broadened our engineered structural mesh (“ESM”) manufacturing capabilities. And we maintained our strong balance sheet, giving us the financial flexibility to pursue strategic growth opportunities that may develop in this challenging environment. FINANCIAL RESULTS Net sales for 2019 were essentially unchanged from the prior year at $455.7 million as an 8.2% increase in average selling prices was offset by a 7.2% decrease in shipments, reflecting the increased import competition and adverse weather through the first nine months of the year. Gross margin narrowed 900 basis points to 6.6% due to lower spreads between selling prices and raw material costs, and, to a lesser extent, the reduction in shipments and higher unit manufacturing costs on lower production volume. The spread and margin compression were compounded by the declining price environment and the resulting consumption of higher cost inventory purchased in earlier periods matched against lower average selling prices for our products. Net earnings declined to $5.6 million, or $0.29 per share, from $36.3 million, or $1.88 per diluted share, in 2018. Cash flow from operations fell to $6.6 million from $54.0 million in the prior year due to the lower earnings and a $12.0 million increase in working capital. We ended the year debt-free with $38.2 million of cash and no borrowings outstanding on our $100 million revolving credit facility. 2019 ANNUAL REPORT | INSTEEL INDUSTRIES | 3 232 TARIFF Import competition continued to escalate during the year, particularly in certain of our PC strand and standard welded wire reinforcement markets, extending the upward trend that began during the second half of 2018 in the wake of the imposition of the Section 232 tariffs on imported steel. The 25% tariff, which applies to imports of our primary raw material but excludes our finished products, has caused wire rod imports to plummet and driven domestic prices substantially higher than global market levels. Foreign competitors have responded by shifting production to downstream products in order to leverage the cost advantage they now enjoy and expand their market share in the U.S. The increased pricing pressure resulting from the influx of imports has spilled over into certain of our other markets as domestic competitors seek to backfill lost volume and retain their existing business. We continued our dialogue with the Administration regarding the increasingly negative impact of the tariffs on our industry. Unfortunately, although we believe senior officials at the Department of Commerce, USTR and White House understand the adverse effect of the tariff program on steel consumers, it is unclear whether they are willing to take action to resolve the competitive disadvantage that it has created. Since it appears the Administration is firmly committed to its tariff approach on trade policy, we believe the only reasonable resolution would be to extend it to include downstream products. GROWTH INITIATIVES During the year, we intensified our focus on our primary organic growth initiative - the expansion of our cast-in-place (“CIP”) business through further penetration of the rebar market. For many applications, the substitution of ESM for rebar represents an attractive value proposition for contractors by significantly reducing the installation labor and material requirements for a project and accelerating the construction process. The elimination of the labor-intensive placing and hand-tying inherent to rebar is particularly attractive in today’s tight job market environment. An additional advantage is the higher yield strength of ESM relative to rebar, which allows for the use of less material to obtain the equivalent reinforcement. As rebar users initially convert projects to ESM and experience first-hand the advantages that it offers, they tend to become repeat customers going forward. With six manufacturing locations that produce ESM, our broad footprint positions us to supply projects nationwide in a responsive and cost-effective manner. The substantial investments we’ve made in our facilities in recent years employ the latest technology, allowing for a broader range of design configurations, higher productivity levels, the economic production of smaller order sizes and additional capacity to support the execution of our growth plan. During 2019, we began the commissioning process for a new production line at our North Carolina facility that will allow us to produce certain niche products and significantly reduce our operating costs. Complementing these investments, our November 2017 acquisition of certain of the assets of Ortiz Engineered Products, Inc. (“OEP”) has strengthened our engineering and project management capabilities in order to accelerate our CIP growth efforts. OEP, a provider of value-engineered reinforcing solutions for the concrete construction industry, had carved out a niche primarily in the Northeast market converting projects that were designed with rebar to ESM. We expect to make considerable progress in expanding our CIP business going forward as we leverage the sales engineering and manufacturing infrastructure we have developed, which is unmatched in the industry. LOOKING AHEAD As we move into 2020, we expect continued growth in our infrastructure-related business should be markets. Our favorably impacted by higher state and local spending in many of our markets supported by various funding initiatives together with FAST Act and supplementary measures at the federal level. Leading indicators and industry forecasts for nonresidential construction remain relatively stable, implying modest growth with the continued expansion in the economy. We should also benefit, to some extent, from the weather-related deferral of business from last year. We expect business conditions will remain challenging, however, as the increased import competition and related pricing pressure is likely to persist pending a solution to the tariff issue that levels the playing field for domestic producers of downstream products. In the interim, we will maintain our focus on our strategic priorities and those factors that we can control: aggressively pursuing improvements in the productivity and effectiveness of all our business activities; optimizing our operating costs; meeting the service expectations of our customers; and continuing to make strategic investments in our people, facilities and systems. In addition, we will utilize our strong balance sheet and flexible capital structure to pursue further strategic acquisition opportunities that may develop in a more difficult market environment. In doing so, we will continue to exercise valuation discipline and maintain sound judgment to ensure that we achieve satisfactory returns for our shareholders without compromising our strong financial position. We believe that Insteel will emerge from this challenging period even stronger and look forward to the opportunities that lie ahead. Thanks to our employees, customers and shareholders for their continued trust, confidence and support. H.O. Woltz III Chairman, President and Chief Executive Officer | 4 2019 ANNUAL REPORT | INSTEEL INDUSTRIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ﬁscal year ended September 28, 2019 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission ﬁle number 1-9929 INSTEEL INDUSTRIES, INC. (Exact name of registrant as speciﬁed in its charter) North Carolina (State or other jurisdiction of incorporation or organization) 56-0674867 (I.R.S. Employer Identiﬁcation No.) 1373 Boggs Drive, Mount Airy, North Carolina 27030 (Address of principal executive ofﬁces) (Zip Code) (336) 786-2141 Registrant’s telephone number, including area code: SECURITIES REGISTERED SUBJECT TO SECTION 12(b) OF THE EXCHANGE ACT: Title of Each Class Trading Symbol(s) Common Stock (No Par Value) IIIN Name of Each Exchange on Which Registered The Nasdaq Stock Market LLC (Nasdaq Global Select Market) Indicate by check mark (cid:122) if the registrant is a well-known seasoned issuer, as deﬁned in Rule 405 of the Securities Act. YES NO (cid:122) if the registrant is not required to ﬁle reports pursuant to Section 13 or 15(d) of the Act. (cid:122) whether the registrant (1) has ﬁled all reports required to be ﬁled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ﬁle such reports), and (2) has been subject to such ﬁling requirements for the past 90 days. (cid:122) whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such ﬁles). (cid:122) whether the registrant is a large accelerated ﬁler, an accelerated ﬁler, a non-accelerated ﬁler, a smaller reporting company or an emerging growth company. See the deﬁnitions of “large accelerated ﬁler”, “accelerated ﬁler”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated ﬁler Accelerated ﬁler Non-accelerated ﬁler Smaller reporting company (cid:122) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised ﬁnancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:122) whether the registrant is a shell company (as deﬁned in Rule 12b-2 of the Act). Emerging growth company As of March 30, 2019 (the last business day of the registrant’s most recently completed second quarter), the aggregate market value of the common stock held by non-afﬁliates of the registrant was $289,144,525 based upon the closing sale price as reported on the Nasdaq Global Select Market. As of October 24, 2019, there were 19,260,725 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s proxy statement to be delivered to shareholders in connection with the 2020 Annual Meeting of Shareholders are incorporated by reference as set forth in Part III hereof. Table of Contents Cautionary Note Regarding Forward-Looking Statements PART I Item 1 Business Item 1A Risk Factors Item 1B Unresolved Staff Comments Item 2 Properties Item 3 Legal Proceedings Item 4 Mine Safety Disclosures Executive Officers of the Company PART II Item 5 Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Item 6 Selected Financial Data Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A Quantitative and Qualitative Disclosures About Market Risk Item 8 Financial Statements and Supplementary Data Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A Controls and Procedures Item 9B Other Information PART III Item 10 Directors, Executive Officers and Corporate Governance Item 11 Executive Compensation Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13 Certain Relationships and Related Transactions, and Director Independence Item 14 Principal Accounting Fees and Services PART IV Item 15 Exhibits, Financial Statement Schedules Item 16 Form 10-K Summary Signatures 04 05 05 08 10 10 10 10 11 12 12 13 13 20 21 43 43 45 45 45 45 45 45 46 46 46 46 50 INSTEEL INDUSTRIES INC. ❘ Form 10-K 3 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 in the “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this report. When used in this report, the words “believes,” “anticipates,” “expects,” “estimates,” “appears,” “plans,” “intends,” “may,” “should,” “could” and similar expressions are intended to identify forward-looking statements. Although we believe that our plans, intentions and expectations reﬂected in or suggested by such forward-looking statements are reasonable, they are subject to a number of risks and uncertainties, and we can provide no assurances that such plans, intentions or expectations will be implemented or achieved. Many of these risks and uncertainties are discussed in the “Risk Factors” section of this report and are updated from time to time in our ﬁlings with the United States (“U.S.”) Securities and Exchange Commission (“SEC”). All forward-looking statements attributable to us or persons acting on our behalf are expressly qualiﬁed in their entirety by these cautionary statements. All forward-looking statements speak only to the respective dates on which such statements are made, and we do not undertake any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reﬂect any future events or circumstances after the date of such statements or to reﬂect the occurrence of anticipated or unanticipated events, except as may be required by law. It is not possible to anticipate and list all risks and uncertainties that may affect our future operations or ﬁnancial performance; however, they include, but are not limited to, the following: (cid:122) general economic and competitive conditions in the markets in which we operate; (cid:122) changes in the spending levels for nonresidential and residential construction and the impact on demand for our products; (cid:122) 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; (cid:122) the cyclical nature of the steel and building material industries; (cid:122) credit market conditions and the relative availability of ﬁnancing for us, our customers and the construction industry as a whole; (cid:122) fluctuations in the cost and availability of our primary raw material, hot-rolled carbon steel wire rod, from domestic and foreign suppliers; (cid:122) competitive pricing pressures and our ability to raise selling prices in order to recover increases in raw material or operating costs; (cid:122) 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; (cid:122) unanticipated changes in customer demand, order patterns and inventory levels; (cid:122) the impact of ﬂuctuations in demand and capacity utilization levels on our unit manufacturing costs; (cid:122) our ability to further develop the market for engineered structural mesh (“ESM”) and expand our shipments of ESM; (cid:122) legal, environmental, economic or regulatory developments that signiﬁcantly impact our operating costs; (cid:122) unanticipated plant outages, equipment failures or labor difﬁculties; and (cid:122) the risks and uncertainties discussed herein under the caption “Risk Factors.” 4 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com PART I Item 1 Business General 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 (“WWR”), including ESM, concrete pipe reinforcement (“CPR”) and standard welded wire reinforcement (“SWWR”). Our products are sold primarily to manufacturers of concrete products that are used in nonresidential construction. For ﬁscal 2019, we estimate that approximately 85% of our sales were related to nonresidential construction and 15% were related to residential construction. Insteel is the parent holding company for two wholly-owned subsidiaries, Insteel Wire Products Company (“IWP”), an operating subsidiary, and Intercontinental Metals Corporation, an inactive subsidiary. We were incorporated in 1958 in the State of North Carolina. 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. 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. Our growth strategy is focused on organic opportunities as well as strategic acquisitions in existing or related markets that leverage our infrastructure and core competencies in the manufacture and marketing of concrete reinforcing products. Products Our operations are entirely focused on the manufacture and marketing of steel wire reinforcing products for concrete construction applications. Our concrete reinforcing products consist of two product lines: PC strand and WWR. Based on the criteria speciﬁed in Financial Accounting Standards Board (“FASB”) Accounting Standards Codiﬁcation (“ASC”) Topic 280, Segment Reporting, we have one reportable segment. PC strand is a high strength, seven-wire strand that is used to impart compression forces into precast concrete elements and structures, which may be either pretensioned or posttensioned, providing reinforcement for bridges, parking decks, buildings and other concrete structures. Its high tensile strength allows for the casting of longer spans and thinner sections. 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. Marketing and Distribution 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. 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. CPR is an engineered made-to-order product that is used as the primary reinforcement in concrete pipe, box culverts and precast manholes for drainage and sewage systems, water treatment facilities and other related applications. SWWR is a secondary reinforcing product that is produced in standard styles for crack control applications in residential and light nonresidential construction, including driveways, sidewalks and various slab-on-grade applications. We market our products through sales representatives who are our employees. Our outside sales representatives are trained on the technical applications for our products and sell multiple product lines in their respective territories. We sell our products nationwide across the U.S. and, to a much lesser extent, into Canada, Mexico, and Central and South America. Our products are shipped primarily by truck, using common or contract carriers. The delivery method selected is determined based on backhaul opportunities, comparative costs and customer service requirements. INSTEEL INDUSTRIES INC. ❘ Form 10-K 5 PART I Item 1 Business 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. In ﬁscal 2019, 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 many cases we are unable to identify the speciﬁc end use for our products as most of our customers sell products that are used for both nonresidential and residential construction, and the same products can be used for different end uses. We did not have any customers that represented 10% or more of our net sales in ﬁscal years 2019, 2018 and 2017. The loss of a single customer or a few customers would not have a material adverse impact on our business. 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 2019 will be shipped during the ﬁrst quarter of ﬁscal 2020. 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. Shipments are seasonal, typically reaching their highest level 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. 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. Raw Materials The primary raw material used to manufacture our products is hot-rolled carbon steel wire rod, which we purchase from both domestic and foreign suppliers and can generally be characterized as a commodity product. We purchase several different grades and sizes of wire rod with varying speciﬁcations based on the diameter, chemistry, mechanical properties and metallurgical characteristics that are required for our products. High carbon grades of wire rod are required for the production of PC strand while low carbon grades are used to manufacture WWR. Wire rod prices tend to ﬂuctuate based on changes in scrap and other metallic prices for steel producers together with domestic and global market conditions. In most economic environments, domestic demand for wire rod exceeds domestic production capacity and imports of wire rod are necessary to satisfy the supply requirements of the U.S. market. 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 2019 and 2018 represented approximately 8% and 14%, respectively, of our total wire rod purchases. We believe that our substantial wire rod requirements, desirable mix of sizes and grades, and strong ﬁnancial condition represent a competitive advantage by making us a relatively more attractive customer to our suppliers. Our ability to source wire rod from overseas suppliers is limited by domestic content requirements generally referred to as “Buy America” or “Buy American” laws that exist at both the federal and state levels. These laws generally prescribe a domestic “melt and cast” standard for purposes of compliance. Customers purchasing PC strand and WWR for certain applications require the Company to certify compliance with Buy America 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. Ultimately the relative supply - demand balance in our markets and competitive dynamics determine whether our margins expand or contract during periods of rising or falling wire rod prices. Competition We are the nation’s largest manufacturer of steel wire reinforcing products for concrete construction applications. Our markets are highly competitive based on price, quality and service. 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. Our primary competitors for WWR products are Engineered Wire Products, Inc. (a subsidiary of Liberty), 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 6 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com PART I Item 1 Business Corporation, Strand-Tech Manufacturing, Inc. (a subsidiary of Liberty) and Wire Mesh Corporation. 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 trade cases when necessary as a means of ensuring that foreign producers were complying with the applicable trade laws and regulations. In 2003, we joined together with a coalition of domestic PC strand producers and ﬁled petitions with the U.S. Department of Commerce (the “DOC”) alleging that imports of PC strand from Brazil, India, Korea, Mexico and Thailand were being “dumped” or sold in the U.S. at a price that was lower than fair value and had injured the domestic PC strand industry. The DOC ruled in our favor and imposed anti-dumping duties ranging from 12% up to 119%, which had the effect of limiting the participation of these countries in the domestic market. In 2010, we joined together with a coalition of domestic PC strand producers and ﬁled petitions with the DOC alleging that imports of PC strand from China were being “dumped” or sold in the U.S. at a price that was lower than fair value and that subsidies were being provided to Chinese PC strand producers by the Chinese government, both of which had injured the domestic PC strand industry. The DOC ruled in our favor and imposed ﬁnal countervailing duty margins ranging from 9% to 46% and anti-dumping margins ranging from 43% to 194%, which had the effect of limiting the continued participation of Chinese producers in the domestic market. Quality and service expectations of customers have risen substantially over the years and are key factors that impact their selection of suppliers. Technology has become a critical competitive factor from the standpoint of manufacturing costs, quality and customer service capabilities. In view of our strong market positions, broad product offering and national footprint, technologically advanced manufacturing facilities, low-cost production capabilities, sophisticated information systems and financial strength and flexibility, we believe that we are well-positioned to compete favorably with other producers of our concrete reinforcing products. Employees As of September 28, 2019, we had 834 employees, none of which were represented by labor unions. 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. 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. We warrant our products to meet certain speciﬁcations. Although actual or claimed deﬁciencies from these speciﬁcations may give rise to claims, we do not maintain a reserve for warranties as the historical claims have been immaterial. We maintain product liability insurance coverage to minimize our exposure to such risks. Environmental Matters We believe that we are in compliance in all material respects with applicable environmental laws and regulations. We have experienced no material difﬁculties in complying with legislative or regulatory standards and believe that these standards have not materially impacted our ﬁnancial position or results of operations. Although our future compliance with additional environmental requirements could necessitate capital outlays, we do not believe these expenditures would ultimately have a material adverse effect on our ﬁnancial position or results of operations. We do not expect to incur material capital expenditures for environmental control facilities during ﬁscal 2020. 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 web site at https:// insteelgcs.gcs-web.com/ﬁnancial-information/sec-ﬁlings and the SEC’s web site at www.sec.gov as soon as reasonably practicable after we ﬁle these reports with the SEC. The information available on our web site and the SEC’s website is not incorporated into this report or any of our ﬁlings with the SEC. INSTEEL INDUSTRIES INC. ❘ Form 10-K 7 PART I Item 1A Risk Factors Item 1A Risk Factors An investment in our common stock involves risks and uncertainties. You should carefully consider the following risk factors, in addition to the other information contained in this annual report on Form 10-K, before deciding whether an investment in our common stock is suitable for you. The risk factors described below are not the only ones we face. There may be other risks and uncertainties that are currently unknown to us or that we currently consider to be immaterial that could adversely affect our business, results of operations, ﬁnancial condition and cash ﬂows. Our business is cyclical and can be negatively impacted by prolonged economic downturns or tightening in the ﬁnancial markets that reduce the level of construction activity and demand for our products. Demand for our products is cyclical in nature and sensitive to changes in the economy and in the financial markets. Our products are sold primarily to manufacturers of concrete products that are used for a broad range of nonresidential and residential construction applications. Demand for our products is driven by the level of construction activity, which tends to be correlated with conditions in the overall economy as well as other factors beyond our control. Tightening in the ﬁnancial markets could adversely impact demand for our products by reducing the availability of ﬁnancing to our customers and the construction industry as a whole and increasing the risk of payment defaults on our accounts receivable. Future prolonged periods of economic weakness or reduced availability of ﬁnancing could have a material adverse impact on our business, results of operations, ﬁnancial condition and cash ﬂows. Our business can be negatively impacted by reductions in the amount and duration of government funding for infrastructure projects that reduce the level of construction activity and demand for our products. Certain of our products are used in the construction of highways, bridges and other infrastructure projects that are funded by federal, state and local governments. Reductions in the amount of funding for such projects or the period for which it is provided could have a material adverse impact on our business, results of operations, ﬁnancial condition and cash ﬂows. 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. As a result, our cash ﬂows may ﬂuctuate from quarter to quarter due to these seasonal factors. 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. The short lead times for customer orders and minimal backlog that characterize our business make it difﬁcult to forecast the future level of demand for our products. In some cases, unanticipated softening in demand can be exacerbated by inventory rebalancing measures pursued by our customers, which may cause signiﬁcant ﬂuctuations in our sales, proﬁtability and cash ﬂows. Our ﬁnancial results can be negatively impacted by the volatility in the cost and availability of our primary raw material, hot-rolled carbon steel wire rod. The primary raw material used to manufacture our products is hot-rolled carbon steel wire rod, which we purchase from both domestic and foreign suppliers. We do not use derivative commodity instruments to hedge our exposure to changes in the price of wire rod as such instruments are currently unavailable in the ﬁnancial markets. Prices for wire rod have become increasingly volatile in recent years driven by the higher degree of variability in raw material costs for rod producers, changes in trade policy and the tightening of domestic supply. 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. 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. 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. In addition, U.S. government trade policies, such as the imposition of the steel tariffs imposed under Section 232 of the Trade Expansion Act of 1962, as amended, or trade actions by domestic wire rod producers against other countries can significantly impact the availability and cost of imported wire rod. 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. If we were unable to obtain adequate and timely delivery of our raw material requirements, we may be unable to manufacture sufﬁcient quantities of our products or operate our manufacturing facilities in an efﬁcient manner, which could result in lost sales and higher operating costs. 8 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com PART I Item 1A Risk Factors Foreign competition could adversely impact our ﬁnancial results. Certain of our PC strand and SWWR markets are subject to foreign import competition on an ongoing basis. If we are unable to purchase raw materials and achieve manufacturing costs that are competitive with those of foreign producers, or if the margin and return requirements of foreign producers are substantially lower, our market share and proﬁt margins could be negatively impacted. In response to illegally traded import competition from offshore PC strand suppliers, we have pursued trade cases when necessary as a means of ensuring that foreign producers were complying with the applicable trade laws and regulations. These trade cases have resulted in the imposition of duties which have had the effect of limiting the continued participation of certain countries in the domestic market. Trade law enforcement is critical to our ability to maintain our competitive position against foreign PC strand and SWWR producers that engage in unlawful trade practices. The perpetuation of the Section 232 tariff on imported steel, as currently structured, would continue to negatively impact our ﬁnancial results and cash ﬂows. The imposition of the Section 232 tariff on imported steel, which became effective in March 2018, has resulted in a surge in low-priced imports in certain of our markets, particularly PC strand and SWWR. The tariff, which applies to imports of our primary raw material but excludes our ﬁnished products, has provided offshore competitors with a signiﬁcant cost advantage that has allowed them to underprice domestic producers and expand their market share, thereby displacing U.S. production. If the Administration continues the tariff program and fails to extend it to include our finished products, the resulting adverse impact on our market share, ﬁnancial results and cash ﬂow that we experienced during 2019 will persist. Our manufacturing facilities are subject to unexpected equipment failures, operational interruptions and casualty losses. Our manufacturing facilities are subject to risks that may limit our ability to manufacture and sell our products, including unexpected equipment failures, operational interruptions and catastrophic losses due to other unanticipated events such as ﬁres, explosions, accidents, adverse weather conditions and transportation interruptions. For example, during ﬁscal 2017, operations at our Texas and Florida plants were temporarily curtailed due to ﬂooding and power outages related to hurricanes Harvey and Irma, and during ﬁscal 2018, a transformer outage and electrical ﬁre at our Dayton, Texas plant resulted in a temporary interruption of operations. Any such equipment failures or events can subject us to plant shutdowns and periods of reduced production or unexpected downtime. Furthermore, the resolution of certain operational interruptions may require signiﬁcant capital expenditures. 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. We are increasingly dependent on information technology systems that are susceptible to certain risks, including cybersecurity breaches and data leaks, which could adversely impact our business. Our increasing reliance on technology systems and infrastructure heightens our potential vulnerability to system failure and malfunction, breakdowns due to natural disasters, human error, unauthorized access, power loss and other unforeseen events. Data privacy breaches by employees and others with or without authorized access to our systems poses risks that sensitive data may be permanently lost or leaked to the public or other unauthorized persons. With the growing use and rapid evolution of technology, not limited to cloud-based computing and mobile devices, there are additional risks of unintentional data leaks. There is also the risk of the 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. Failures of technology or related systems, or an improper release of conﬁdential information, could adversely impact our business or subject us to unexpected liabilities. Our ﬁnancial results could be adversely impacted by the escalation of our operating costs. Consistent with the experience of other employers, our medical and workers’ compensation costs have increased substantially in recent years and are expected to continue to rise. The Patient Protection and Affordable Care Act (“ACA”) will have a signiﬁcant impact on employers, health care providers, insurers and others associated with the health care industry and increase our employee health care costs. This legislation requires certain large employers like us to offer health care beneﬁts to full-time employees or face potential annual penalties. To avoid these penalties, employers must offer health benefits providing a minimum level of coverage and limit the amount that employees are charged for the coverage. The Administration and Congress are pursuing legislative and regulatory changes that modify, repeal, replace with new legislation or otherwise invalidate all or certain portions of the ACA. The Tax Cuts and Jobs Act of 2017 effectively eliminated certain provisions of the ACA, including the individual mandate beginning in 2019. We cannot predict the ultimate content, timing, or effect of any healthcare reform legislation or the impact of potential legislation or related proposals and policies on our results. Any signiﬁcant increases in the costs attributable to our self-insured health and workers’ compensation plans could adversely impact our business, results of operations, ﬁnancial condition and cash ﬂows. In addition, increasing prices for freight, natural gas, electricity, fuel and consumables would adversely affect our manufacturing and distribution costs. For most of our business, we incur the transportation costs associated with the delivery of products to our customers. 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. INSTEEL INDUSTRIES INC. ❘ Form 10-K 9 PART I Item 1B Unresolved Staff Comments Our ﬁnancial results could be adversely impacted by the impairment of goodwill. 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. We are required to review goodwill for impairment on an annual basis, or more frequently if certain indicators of permanent impairment arise such as, among other things, a decline in our stock price and market capitalization or a reduction in our projected operating results and cash ﬂows. 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. Our capital resources may not be adequate to provide for our capital investment and maintenance expenditures if we were to experience a substantial downturn in our ﬁnancial performance. Our operations are capital intensive and require substantial recurring expenditures for the routine maintenance of our equipment and facilities. 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 these resources will be sufﬁcient to support our business. A material adverse change in our operations or ﬁnancial condition could limit our ability to borrow funds under our credit facility, which could further adversely impact our liquidity and ﬁnancial condition. Any signiﬁcant future acquisitions could require additional ﬁnancing from external sources that may not be available on favorable terms, which could adversely impact our growth, operations, ﬁnancial condition and results of operations. Changes in environmental compliance and remediation requirements could result in substantial increases in our capital investments and operating costs. Our business is subject to numerous federal, state and local laws and regulations pertaining to the protection of the environment that could require substantial increases in capital investments and operating costs. These laws and regulations, which are constantly evolving, are becoming increasingly stringent, and the ultimate impact of compliance is not always clearly known or determinable because regulations under some of these laws have not yet been promulgated or are undergoing revision. Our stock price can be volatile, often in connection with matters beyond our control. Equity markets in the U.S. have been increasingly volatile in recent years. During ﬁscal 2019, our common stock traded as high as $36.04 and as low as $17.50. There are numerous factors that could cause the price of our common stock to ﬂuctuate signiﬁcantly, including: variations in our ﬁnancial results; changes in our business outlook and expectations for the construction industry; changes in market valuations of companies in our industry; and announcements by us, our competitors or industry participants that may be perceived to impact our ﬁnancial results. Item 1B Unresolved Staff Comments None. Item 2 Properties Our corporate headquarters and IWP’s sales and administrative ofﬁces are located in Mount Airy, North Carolina. At September 28, 2019, 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. We own all of our real estate following the exercise of the purchase option on the previously leased Houston facility in October 2017. We believe that our properties are in good operating condition and that our machinery and equipment have been well maintained. We also believe that our manufacturing facilities are suitable for their intended purposes and have capacities adequate to satisfy the current and projected demand for our products. 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 Not applicable. 10 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Executive Ofﬁcers of the Company PART I Executive Ofﬁcers of the Company Our executive ofﬁcers are as follows: Name H.O. Woltz III Michael C. Gazmarian James F. Petelle Richard T. Wagner Age 63 60 69 60 Position President, Chief Executive Ofﬁcer and Chairman of the Board Vice President, Chief Financial Ofﬁcer and Treasurer Vice President - Administration and Secretary Vice President and General Manager of IWP H. O. Woltz III, 63, was elected Chief Executive Ofﬁcer in 1991 and has been employed by us and our subsidiaries in various capacities since 1978. He was named President and Chief Operating Ofﬁcer in 1989. 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. 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 was elected Chairman of the Board in 2009. Michael C. Gazmarian, 60, was elected Vice President, Chief Financial Officer and Treasurer in February 2007. He had previously served as Chief Financial Ofﬁcer and Treasurer since 1994, the year he joined us. Before joining us, Mr. Gazmarian had been employed by Guardian Industries Corp., a privately-held manufacturer of glass, automotive and building products, since 1986, serving in various ﬁnancial capacities. James F. Petelle, 69, joined us in October 2006. He was elected Vice President and Assistant Secretary on November 14, 2006 and Vice President - Administration and Secretary on January 12, 2007. He was previously employed by Andrew Corporation, a publicly-held manufacturer of telecommunications infrastructure equipment, having served as Secretary from 1990 to May 2006, and Vice President - Law from 2000 to October 2006. Richard T. Wagner, 60, joined us in 1992 and has served as Vice President and General Manager of the Concrete Reinforcing Products Business Unit of our subsidiary, Insteel Wire Products Company, since 1998. In February 2007, Mr. Wagner was appointed Vice President of the parent company, Insteel Industries, Inc. 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. The executive ofﬁcers listed above were elected by our Board of Directors at its annual meeting held February 12, 2019 for a term that will expire at the next annual meeting or until their successors are elected and qualify. The next meeting at which ofﬁcers will be elected is expected to be February 11, 2020. INSTEEL INDUSTRIES INC. ❘ Form 10-K 11 PART II Item 5 Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the Nasdaq Global Select Market under the symbol “IIIN” and has been trading on Nasdaq since September 28, 2004. As of October 23, 2019, there were 531 shareholders of record. 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 Building Products Index for the ﬁve years ended September 28, 2019. The graph and table assume that $100 was invested on September 27, 2014 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 Building Products Index are based on our ﬁscal year. Comparison of Five-Year Cumulative Return for Insteel Industries, Inc., the Russell 2000 Index and the S&P Building Products Index In $ 200 150 100 50 0 9/27/14 10/3/15 10/1/16 9/30/17 9/29/18 9/28/19 Insteel Industries, Inc. Russell 2000 S&P Building Products Insteel Industries, Inc. $ Russell 2000 S&P Building Products 9/27/14 100.00 100.00 100.00 10/3/15 $ 77.24 $ 101.25 121.09 10/1/16 182.81 116.91 157.07 $ 9/30/17 136.61 141.15 165.02 $ 9/29/18 195.18 162.66 149.83 $ 9/28/19 113.29 148.20 176.67 Fiscal Year Ended Issuer Purchases of Equity Securities Information regarding our share repurchase authorization is discussed in Note 18 to our consolidated ﬁnancial statements and incorporated herein by reference. 12 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations PART II Item 6 Selected Financial Data Financial Highlights (In thousands, except per share amounts) (52 weeks) September 28, 2019 (52 weeks) September 29, 2018 (52 weeks) September 30, 2017 (52 weeks) October 1, 2016 (53 weeks) October 3, 2015 Year Ended Net sales Net earnings Net earnings per share (basic) Net earnings per share (diluted) Cash dividends declared Total assets Total debt $ 455,713 $ 453,217 $ 388,871 $ 418,547 $ 5,598 0.29 0.29 0.12 36,266 1.90 1.88 1.12 22,548 1.19 1.17 1.37 37,245 1.99 1.95 1.12 447,504 21,710 1.18 1.15 0.12 293,009 329,534 283,073 292,892 260,239 — — — — — Shareholders’ equity 246,017 241,665 223,376 224,566 200,215 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations The matters discussed in this section include forward-looking statements that are subject to numerous risks. You should carefully read the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this Form 10-K. Overview Our operations are entirely focused on the manufacture and marketing of concrete reinforcing products for the concrete construction industry. Our business strategy is focused on: (1) achieving leadership positions in our markets; (2) operating as the lowest cost producer in our industry; and (3) pursuing growth opportunities within our core businesses that further our penetration of the markets we currently serve or expand our footprint. Critical Accounting Policies Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). 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 current available information, actuarial estimates, historical results and other assumptions believed to be reasonable. Actual results could differ from these estimates. The following critical accounting policies are both important to the depiction of our ﬁnancial condition and results of operations and require judgments, assumptions and estimates. Revenue recognition We recognize revenues when obligations under the terms of a contract with our customers are satisﬁed, which generally occurs when products are shipped and control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for our products. Concentration of credit risk Financial instruments that subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Our cash is concentrated primarily at one ﬁnancial institution, which at times exceeds federally insured limits. We are exposed to credit risk in the event of default by institutions in INSTEEL INDUSTRIES INC. ❘ Form 10-K 13 PART II Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations which our cash and cash equivalents are held and by customers to the extent of the amounts recorded for accounts receivable on the balance sheet. We invest excess cash primarily in money market funds, which are highly liquid securities that bear minimal risk. are reported separately as assets held for sale on our balance sheet. Unforeseen events and changes in circumstances and market conditions could negatively affect the value of assets and result in an impairment charge. Most of our accounts receivable are due from customers that are located in the U.S. and are generally not secured by collateral depending upon the creditworthiness of the account. We provide an allowance for doubtful accounts based upon our assessment of the credit risk of speciﬁc customers, historical trends and other information. There is no disproportionate concentration of credit risk. Allowance for doubtful accounts We maintain allowances for doubtful accounts for estimated losses resulting from the potential inability of our customers to make required payments on outstanding balances owed to us. Signiﬁcant management judgments and estimates are used in establishing the allowances. These judgments and estimates consider such factors as the ﬁnancial position, cash ﬂows and payment history of our customers as well as current and expected business conditions. It is reasonably likely that actual collections will differ from our estimates, which may result in increases or decreases in the allowances. Adjustments to the allowances may also be required if there are signiﬁcant changes in the ﬁnancial condition of our customers. Inventory valuation We periodically evaluate the carrying value of our inventory. This evaluation includes assessing the adequacy of allowances for losses in the normal course of operations, providing for excess and obsolete inventory, and ensuring that inventory is valued at the lower of cost and estimated net realizable value. Our evaluation considers such factors as the cost of inventory, anticipated future demand, our historical experience and market conditions. In assessing the realization of inventory values, we are required to make judgments and estimates regarding future market conditions. Because of the subjective nature of these judgments and estimates, it is reasonably likely that actual outcomes will differ from our estimates. Adjustments to these reserves may be required if actual market conditions are substantially different than the assumptions underlying our estimates. Long-lived assets We review long-lived assets, which consist principally of property, plant and equipment and ﬁnite-lived intangibles, for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be fully recoverable. Recoverability of long-lived assets to be held and used is measured based on the future net undiscounted cash ﬂows expected to be generated by the related asset or asset group. If it is determined that an impairment loss has been incurred, the impairment loss is recognized in the period in which it is incurred and is calculated based on the difference between the carrying value and the present value of estimated future net cash ﬂows or comparable market values. Assets to be disposed of by sale are recorded at the lower of carrying value or fair value less selling cost when we have committed to a disposal plan and Goodwill Goodwill is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the ﬁrst day of the fourth quarter each ﬁscal year, which involves comparing the current estimated fair value of the reporting unit to its recorded value, including goodwill. We perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. It may be necessary to perform a quantitative analysis where a discounted cash ﬂow model is used to determine the current estimated fair value of the reporting unit. Key assumptions used to determine the fair value of the reporting unit as part of our annual testing (and any required interim testing) include: (a) expected cash ﬂows for the ﬁve-year period following the testing date; (b) an estimated terminal value using a terminal year growth rate based on the growth prospects of the reporting unit; (c) a discount rate based on our estimated after-tax weighted average cost of capital; and (d) a probability-weighted scenario approach by which varying cash ﬂows are assigned to alternative scenarios based on their likelihood of occurrence. In developing these assumptions, we consider historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair value of the reporting unit is estimated. We monitor our operating results throughout the year to determine if events or changes in circumstances warrant any interim impairment testing. Otherwise, goodwill will be subject to the required annual impairment test during our fourth quarter. Changes in the judgments and estimates underlying our analysis of goodwill for possible impairment, including the expected future operating cash ﬂows and discount rate, could reduce our estimated fair value in the future and result in an impairment of goodwill. There was no goodwill impairment loss recognized in ﬁscal 2019. Self-insurance We are self-insured for certain losses relating to medical and workers’ compensation claims. Self-insurance claims ﬁled and claims incurred but not reported are accrued based upon our estimates of the discounted ultimate cost for uninsured claims incurred using actuarial assumptions followed by the insurance industry and historical experience. These estimates are subject to a high degree of variability based upon future inﬂation rates, litigation trends, changes in beneﬁt levels and claim settlement patterns. Because of uncertainties related to these factors as well as the possibility of changes in the underlying facts and circumstances, future adjustments to these reserves may be required. 14 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations PART II Litigation We are involved in claims, lawsuits and other proceedings, which arise in the ordinary course of business. The eventual outcome of such matters and the potential losses that we may ultimately incur are subject to a high degree of uncertainty. We record expenses for litigation when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We estimate the probability of such losses based on the advice of legal counsel, the outcome of similar litigation, the status of the lawsuits and other factors. Due to the numerous factors that enter into these judgments and assumptions, it is reasonably likely that actual outcomes will differ from our estimates. We monitor our potential exposure to these contingencies on a regular basis and may adjust our estimates as additional information becomes available or as there are signiﬁcant developments. Stock-based compensation We account for stock-based compensation arrangements, including stock option grants and restricted stock units, in accordance with the provisions of ASC Topic 718, Compensation - Stock Compensation. Under these provisions, compensation cost is recognized based on the fair value of equity awards on the date of grant and amortized on a straight-line basis over the vesting period. We use the Monte Carlo valuation model to determine the fair value of stock options at the date of grant, which requires us to make assumptions for the expected term, volatility, dividend yield, risk-free interest rate and forfeiture rates. These assumptions are based on historical information and judgment regarding market factors and trends. If actual results differ from our assumptions and judgments used in estimating these factors, future adjustments to these estimates may be required. Assumptions for employee beneﬁt plan We account for our supplemental employee retirement plans (each, a “SERP”) in accordance with ASC Topic 715, Compensation - Retirement Beneﬁts. Under the provisions of ASC Topic 715, we recognize net periodic pension cost and value liabilities based on certain actuarial assumptions, principally the assumed discount rate. Recent Accounting Pronouncements The discount rate we utilize for determining net periodic pension cost and the related beneﬁt obligation for the SERPs is based, in part, on current interest rates earned on long-term bonds that receive one of the two highest ratings assigned by recognized rating agencies. Our discount rate assumptions are adjusted as of each valuation date to reﬂect current interest rates on such long-term bonds. The discount rate is used to determine the actuarial present value of the beneﬁt obligations as of the valuation date as well as the interest component of the net periodic pension cost for the following year. The discount rate for the SERPs was 3.00% for ﬁscal 2019, 4.00% for ﬁscal 2018 and 3.75% for ﬁscal 2017. The assumed discount rate is reevaluated annually. Changes in this assumption can result in the recognition of a materially different pension cost over different periods and a materially different liability amount in our consolidated ﬁnancial statements. A reduction in the assumed discount rate generally results in an actuarial loss, as the actuarially-determined present value of estimated future beneﬁt payments will increase. Conversely, an increase in the assumed discount rate generally results in an actuarial gain. However, any actuarial gains generated in future periods reduce the negative amortization effect of any cumulative unamortized actuarial losses, while any actuarial losses generated in future periods reduce the favorable amortization effect of any cumulative unamortized actuarial gains. The projected beneﬁt obligations and net periodic pension cost for the SERPs are based in part on expected increases in future compensation levels. Our assumption for the expected increase in future compensation levels is based upon our average historical experience and our intentions regarding future compensation increases, which generally approximates average long-term inﬂation rates. We currently expect net periodic pension cost for ﬁscal 2020 to be $966,000 for the SERPs. Cash contributions to the SERPs during ﬁscal 2020 are expected to be $283,000. A 0.25% decrease in the assumed discount rate for our SERPs would have increased our projected and accumulated beneﬁt obligations as of September 28, 2019 by approximately $326,000 and $271,000, respectively, and our expected net periodic pension cost for ﬁscal 2020 by approximately $40,000. The nature and impact of recent accounting pronouncements is discussed in Note 3 to our consolidated ﬁnancial statements and incorporated herein by reference. INSTEEL INDUSTRIES INC. ❘ Form 10-K 15 PART II Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations The table below presents a summary of our results of operations for ﬁscal 2019 and ﬁscal 2018. See Part II, Item 7 of our Annual Report on Form 10-K for the ﬁscal year ended September 29, 2018, ﬁled with the SEC on October 26, 2018, for Management’s Discussion and Analysis of Financial Condition and Results of Operations for the ﬁscal year ended September 30, 2017. STATEMENTS OF OPERATIONS – SELECTED DATA (Dollars in thousands) Net sales Gross proﬁt Percentage of net sales Selling, general and administrative expense Percentage of net sales Other expense (income), net Interest expense Interest income Effective income tax rate Net earnings N/M = Not meaningful 2019 Compared with 2018 Net Sales Net sales increased 0.6% to $455.7 million in 2019 from $453.2 million in 2018, reﬂecting an 8.1% increase in average selling prices partially offset by a 7.1% decrease in shipments. The increase in average selling prices was driven by price increases that were implemented over the course of the prior year to recover the escalation in raw material costs. Shipments for the current year were unfavorably impacted by an increase in low-priced import competition spurred by the Section 232 tariff on imported steel together with the unusually wet weather across many of our markets through the ﬁrst three quarters of the year. Gross Proﬁt Gross proﬁt decreased 57.5% to $30.1 million, or 6.6% of net sales, in 2019 from $70.8 million, or 15.6% of net sales, in 2018 primarily due to lower spreads between average selling prices and raw material costs ($29.7 million), higher manufacturing costs ($5.8 million) and lower shipments ($5.1 million). The decrease in spreads was driven by higher raw material costs ($63.1 million) partially offset by higher average selling prices ($33.3 million) and lower freight costs ($0.1 million). Selling, General and Administrative Expense Selling, general and administrative expense (“SG&A expense”) decreased 13.4% to $24.5 million, or 5.4% of net sales, in 2019 from $28.3 million, or 6.2% of net sales, in 2018 primarily due to lower compensation expense ($4.2 million) partially offset by a smaller increase in the cash surrender value of life insurance policies ($367,000) in the current year. The decrease September 28, 2019 Change September 29, 2018 Year Ended $ $ $ $ 455,713 0.6% $ 30,061 (57.5%) 6.6 % 24,504 (13.4%) $ 5.4% (1,773) N/M $ 47.4% (43.1%) 168 (293) 24.9% 5,598 (84.6%) $ 453,217 70,807 15.6% 28,304 6.2% 274 114 (515) 14.9% 36,266 in compensation expense was largely driven by lower incentive plan expense based on our weaker ﬁnancial results in the current year. The cash surrender value of life insurance policies increased $186,000 in 2019 compared with $553,000 in the prior year due to the changes in the value of the underlying investments. Other Expense (Income), Net Other income was $1.8 million for 2019 compared with other expense of $274,000 in 2018. Other income for the current year was primarily related to gains from property insurance ($1.2 million) and the disposition of property, plant and equipment ($497,000). Other expense for the prior year was primarily related to losses on the disposition of property, plant and equipment. Income Taxes Our effective income tax rate for 2019 increased to 24.9% from 14.9% in 2018. The effective rate for 2018 reﬂects a $3.3 million beneﬁt from the remeasurement of deferred tax liabilities related to the lower corporate tax rate enacted under the Tax Cuts and Jobs Act in December 2017. Excluding the deferred tax beneﬁt, our effective tax rate increased to 24.9% from 22.7% in the prior year due primarily to changes in permanent book versus tax differences. Net Earnings Net earnings decreased to $5.6 million ($0.29 per share) in 2019 from $36.3 million ($1.88 per diluted share) in 2018 primarily due to the decrease in gross proﬁt partially offset by lower SG&A expense. 16 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations PART II Liquidity and Capital Resources SELECTED FINANCIAL DATA (Dollars in thousands) Net cash provided by operating activities Net cash used for investing activities Net cash used for ﬁnancing activities Cash and cash equivalents Net working capital Total debt Percentage of total capital Shareholders’ equity Percentage of total capital Total capital (total debt + shareholders’ equity) Operating Activities Operating activities provided $6.6 million of cash in 2019 primarily from net earnings adjusted for non-cash items partially offset by an increase in working capital. Working capital used $12.0 million of cash due to a $42.6 million decrease in accounts payable and accrued expenses partially offset by a $23.3 million decrease in inventories and a $7.3 million decrease in accounts receivable. The reductions in accounts payable and accrued expenses were primarily related to lower raw material purchases near the end of the year relative to the elevated level at the beginning of the year together with a decrease in accrued salaries, wages and related expenses. The reduction in inventories was primarily driven by lower raw material purchases and unit costs. The reduction in accounts receivable was primarily related to lower selling prices and a decrease in days sales outstanding. Operating activities provided $54.0 million of cash in 2018 primarily from net earnings adjusted for non-cash items and a Investing Activities Year Ended September 28, 2019 September 29, 2018 $ 6,608 $ (9,556) (2,812) 38,181 132,171 — — $ $ 246,017 100% 246,017 $ $ 53,969 (21,939) (20,194) 43,941 123,489 — — 241,665 100% 241,665 reduction in working capital. Working capital provided $4.7 million of cash due to a $28.2 million increase in accounts payable and accrued expenses partially offset by a $12.3 million increase in inventories and an $11.2 million increase in accounts receivable. The increase in accounts payable and accrued expenses was primarily related to higher raw material purchases near the end of the year and, to a lesser extent, increases in accrued salaries, wages and related expenses. The increases in inventories and accounts receivable were due to the escalation in raw material costs and average selling prices during the year. We may elect to adjust our operating activities as there are changes in the conditions in our construction end-markets, which could materially impact our cash requirements. While a downturn in the level of construction activity affects sales to our customers, it generally reduces our working capital requirements. Investing activities used $9.6 million of cash in 2019 primarily due to $10.5 million of capital expenditures focused on cost and productivity improvement initiatives in addition to recurring maintenance partially offset by $1.2 million of insurance proceeds related to an insurance claim at our Dayton, Texas facility. Investing activities used $21.9 million of cash in 2018 primarily due to $18.4 million of capital expenditures and $3.3 million for the acquisition of a business. The capital expenditures were largely related to additional investments in ESM manufacturing capabilities, the purchase of the leased Houston facility and further upgrades of production technology and information systems. 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. INSTEEL INDUSTRIES INC. ❘ Form 10-K 17 PART II Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Financing Activities Financing activities used $2.8 million of cash in 2019 and $20.2 million of cash in 2018. In 2019, $2.3 million of cash was used for dividend payments and $0.3 million for ﬁnancing costs associated with the amendment of our revolving credit facility. In 2018, $21.3 million of cash was used for dividend payments (including a special cash dividend of $19.0 million, or $1.00 per share, and regular cash dividends totaling $2.3 million), which was partially offset by $2.1 million of proceeds from the exercise of stock options. Cash Management Our cash is principally concentrated at one ﬁnancial institution, which at times exceeds federally insured limits. We invest excess cash primarily in money market funds, which are highly liquid securities that bear minimal risk. Credit Facility We have a $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 incremental 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 September 28, 2019, no borrowings were outstanding on the Credit Facility, $82.9 million of borrowing capacity was available and outstanding letters of credit totaled $1.6 million (see Note 8 to the consolidated ﬁnancial statements). As of September 29, 2018, there were no borrowings outstanding on the Credit Facility. We believe that, in the absence of significant unanticipated cash demands, cash and cash equivalents, cash generated 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. Off-Balance Sheet Arrangements 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 also expect to have access to the amounts available under our Credit Facility as required. However, should we experience future reductions in our operating cash flows due to weakening conditions in our construction end-markets and reduced demand from our customers, we may need to curtail capital and operating expenditures, delay or restrict share repurchases, cease dividend payments and/or realign our working capital requirements. Should we determine, at any time, that we require additional short-term liquidity, we would evaluate the alternative sources of ﬁnancing that were potentially available to provide such funding. There can be no assurance that any such ﬁnancing, if pursued, would be obtained, or if obtained, would be adequate or on terms acceptable to us. However, we believe that our strong balance sheet, ﬂexible capital structure and borrowing capacity available to us under our Credit Facility position us to meet our anticipated liquidity requirements for the foreseeable future. In 2019, the year-over-year escalation in our raw material costs exceeded the increase in our selling prices due to competitive pricing pressures. During 2018, 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. 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. We do not have any material transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons, as deﬁned by Item 303(a)(4) of Regulation S-K of the SEC, that have or are reasonably likely to have a material current or future impact on our ﬁnancial condition, results of operations, liquidity, capital expenditures, capital resources or signiﬁcant components of revenues or expenses. 18 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations PART II Contractual Obligations Our contractual obligations and commitments at September 28, 2019 are as follows: PAYMENTS DUE BY PERIOD (In thousands) Contractual obligations: Total Less Than 1 Year 1 – 3 Years 3 – 5 Years More Than 5 Years Raw material purchase commitments(1) $ 23,763 $ 23,763 $ — $ — $ — Supplemental employee retirement plan obligations 19,426 Operating leases Trade letters of credit Commitment fee on unused portion of credit facility Other unconditional purchase obligations(2) 2,058 1,633 967 2,787 283 1,028 1,633 207 2,787 812 922 — 414 — 1,086 17,245 108 — 346 — — — — — TOTAL $ 50,634 $ 29,701 $ 2,148 $ 1,540 $ 17,245 (1) Non-cancelable purchase commitments for raw materials. (2) Contractual commitments for capital expenditures. Outlook Looking ahead to 2020, we expect our ﬁnancial results will be favorably impacted by the continued growth in our construction end-markets and the weather-related deferral of business from last year. The infrastructure-related portion of our business should beneﬁt from higher state and local spending in many of our markets supported by various initiatives such as fuel tax increases, bond issuances and other ballot measures together with increased federal funding through the FAST Act and supplementary measures. The leading indicators and industry forecasts for nonresidential construction indicate that growth rates are likely to moderate but remain positive. We expect business conditions will remain challenging, however, in view of the surge of low-priced imports that has followed the imposition of the Section 232 tariff on imports of hot-rolled steel wire rod. In addition to continuing our dialogue with the Administration concerning the impact of imports on our business, we will focus on the operational fundamentals of our business: 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 further acquisitions in our existing businesses that expand our penetration of markets we currently serve or expand our footprint. The statements contained in this section are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors”. INSTEEL INDUSTRIES INC. ❘ Form 10-K 19 PART II Item 7A Quantitative and Qualitative Disclosures About Market Risk Item 7A Quantitative and Qualitative Disclosures About Market Risk Our cash ﬂows and earnings are subject to ﬂuctuations resulting from changes in commodity prices, interest rates and foreign exchange rates. We manage our exposure to these market risks through internally established policies and procedures and, when appropriate, through the use of derivative ﬁnancial instruments. We do not use ﬁnancial instruments for trading purposes and are not a party to any leveraged derivatives. We monitor our underlying market risk exposures on an ongoing basis and believe we can modify or adapt our hedging strategies as necessary. Commodity Prices We are subject to signiﬁcant ﬂuctuations in the cost and availability of our primary raw material, hot-rolled carbon steel wire rod, which we purchase from both domestic and foreign suppliers. We negotiate quantities and pricing for both domestic and foreign wire rod purchases for varying periods (most recently monthly for domestic suppliers), depending upon market conditions, to manage our exposure to price ﬂuctuations and to ensure adequate availability of material consistent with our requirements. 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 foreign currency exchange rates, foreign taxes, duties, tariffs, quotas and other Interest Rates trade actions. Although changes in our wire rod costs and selling prices tend to be correlated, in weaker market environments, we may be unable to fully recover increased rod costs, which would reduce our earnings and cash ﬂows. Additionally, when raw material costs decline, our ﬁnancial results may 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. Based on our 2019 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 $31.1 million decrease in our annual pre-tax earnings (assuming there was not a corresponding change in our selling prices). Although we did not have any balances outstanding on our Credit Facility as of September 28, 2019, future borrowings under the facility are subject to a variable rate of interest and are sensitive to changes in interest rates. 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. 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, 2019. During 2019, 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. 20 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 8 Financial Statements and Supplementary Data Item 8 Financial Statements and Supplementary Data PART II (a) Financial Statements Consolidated Statements of Operations for the years ended September 28, 2019, September 29, 2018 and September 30, 2017 Consolidated Statements of Comprehensive Income for the years ended September 28, 2019, September 29, 2018 and September 30, 2017 Consolidated Balance Sheets as of September 28, 2019 and September 29, 2018 Consolidated Statements of Shareholders’ Equity for the years ended September 28, 2019, September 29, 2018 and September 30, 2017 Consolidated Statements of Cash Flows for the years ended September 28, 2019, September 29, 2018 and September 30, 2017 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements Schedule II – Valuation and Qualifying Accounts for the years ended September 28, 2019, September 29, 2018 and September 30, 2017 (b) Supplementary Data Selected quarterly ﬁnancial data for 2019 and 2018 is as follows: FINANCIAL INFORMATION BY QUARTER (UNAUDITED) 22 23 24 25 26 27 42 43 (In thousands, except per share amounts) December 29 March 30 June 29 September 28 Quarter Ended 2019 Operating results: Net sales Gross proﬁt Net earnings (loss) Net earnings (loss) per share: Basic Diluted 2018 Operating results: Net sales Gross proﬁt Net earnings Net earnings per share: Basic Diluted $ 104,110 $ 111,948 $ 126,252 $ 113,403 10,976 4,126 0.21 0.21 7,021 1,049 0.05 0.05 8,236 2,190 0.11 0.11 3,828 (1,767) (0.09) (0.09) December 30 March 31 June 30 September 29 Quarter Ended $ 97,741 $ 107,417 $ 126,688 $ 121,371 11,661 8,111 0.43 0.42 15,416 5,879 0.31 0.31 24,186 12,868 0.67 0.67 19,544 9,408 0.49 0.49 INSTEEL INDUSTRIES INC. ❘ Form 10-K 21 PART II Item 8 Financial Statements and Supplementary Data Insteel Industries, Inc. and Subsidiaries Consolidated Statements of Operations (In thousands, except per share amounts) September 28, 2019 September 29, 2018 September 30, 2017 Year Ended Net sales Cost of sales Gross proﬁt Selling, general and administrative expense Restructuring charges, net Other expense (income), net Interest expense Interest income Earnings before income taxes Income taxes NET EARNINGS Net earnings per share: Basic Diluted Cash dividends declared Weighted average shares outstanding: Basic Diluted See accompanying notes to consolidated financial statements. $ 455,713 $ 453,217 $ 425,652 30,061 24,504 — (1,773) 168 (293) 7,455 1,857 382,410 70,807 28,304 — 274 114 (515) 42,630 6,364 $ $ 5,598 $ 36,266 $ 0.29 $ 0.29 0.12 1.90 $ 1.88 1.12 19,243 19,340 19,079 19,277 388,871 329,090 59,781 25,508 164 53 136 (248) 34,168 11,620 22,548 1.19 1.17 1.37 19,011 19,217 22 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 8 Financial Statements and Supplementary Data PART II Insteel Industries, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (In thousands) Net earnings Adjustment to deﬁned beneﬁt plan liability, net of income taxes of $239, ($44) and ($127) Other comprehensive (loss) income COMPREHENSIVE INCOME See accompanying notes to consolidated financial statements. September 28, 2019 September 29, 2018 September 30, 2017 Year Ended $ $ 5,598 $ 36,266 $ 22,548 (754) (754) 139 139 208 208 4,844 $ 36,405 $ 22,756 INSTEEL INDUSTRIES INC. ❘ Form 10-K 23 PART II Item 8 Financial Statements and Supplementary Data Insteel Industries, Inc. and Subsidiaries Consolidated Balance Sheets (In thousands, except per share amounts) September 28, 2019 September 29, 2018 ASSETS: Current assets: Cash and cash equivalents Accounts receivable, net Inventories Other current assets Total current assets Property, plant and equipment, net Intangibles, net Goodwill Other assets TOTAL ASSETS LIABILITIES AND SHAREHOLDERS’ EQUITY: Current liabilities: Accounts payable Accrued expenses Total current liabilities Other liabilities Commitments and contingencies Shareholders’ equity: Preferred stock, no par value Authorized shares: 1,000 None issued Common stock, $1 stated value Authorized shares: 50,000 Issued and outstanding shares: 2019, 19,261; 2018, 19,223 Additional paid-in capital Retained earnings Accumulated other comprehensive loss Total shareholders’ equity $ 38,181 $ 44,182 70,851 7,370 160,584 104,960 8,610 8,293 10,562 43,941 51,484 94,157 5,895 195,477 106,148 9,703 8,293 9,913 $ $ 293,009 $ 329,534 21,595 $ 6,818 28,413 18,579 60,059 11,929 71,988 15,881 — — 19,261 19,223 74,632 154,372 (2,248) 246,017 72,852 151,084 (1,494) 241,665 329,534 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 293,009 $ See accompanying notes to consolidated financial statements. 24 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 8 Financial Statements and Supplementary Data PART II Insteel Industries, Inc. and Subsidiaries Consolidated Statements of Shareholders’ Equity Total Shareholders’ Equity 224,566 22,548 208 107 — 2,245 (In thousands) Common Stock Shares Amount Additional Paid-In Capital 67,817 $ 139,314 $ Retained Earnings Accumulated Other Comprehensive Income (Loss)(1) 537 (824) 208 26 39 69,817 22,548 19,041 19,041 26 39 (1,541) $ 81 (39) 2,245 18,976 $ 18,976 $ (26,011) 135,851 36,266 Balance at October 1, 2016 Net earnings Other comprehensive income(1) Stock options exercised Vesting of restricted stock units Compensation expense associated with stock-based plans Excess tax beneﬁts from stock-based compensation Restricted stock units and stock options surrendered for withholding taxes payable Cash dividends declared Balance at September 30, 2017 Net earnings Other comprehensive income(1) Stock options exercised Vesting of restricted stock units Compensation expense associated with stock-based plans Restricted stock units and stock options surrendered for withholding taxes payable Reclassiﬁcation of stranded tax effects Cash dividends declared Balance at September 29, 2018 Net earnings Other comprehensive loss(1) Stock options exercised Vesting of restricted stock units Compensation expense associated with stock-based plans Restricted stock units and stock options surrendered for withholding taxes payable Cash dividends declared BALANCE AT SEPTEMBER 28, 2019 (1) Activity within accumulated other comprehensive income (loss) is reported net of related income taxes: 2017 ($127), 2018 ($44) and 2019 $239. See accompanying notes to consolidated financial statements. 300 (21,333) 151,084 5,598 74,632 $ 154,372 $ 1,938 (39) 2,078 19,261 $ 19,261 $ (38) 2,057 143 39 143 39 (2,248) $ 19,223 19,223 72,852 (1,494) (1,333) (2,310) (942) (239) (300) 139 (754) 38 38 537 (824) (26,011) 223,376 36,266 139 2,081 — 2,078 (942) — (21,333) 241,665 5,598 (754) — — 2,057 (239) (2,310) 246,017 INSTEEL INDUSTRIES INC. ❘ Form 10-K 25 PART II Item 8 Financial Statements and Supplementary Data Insteel Industries, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In thousands) Cash Flows From Operating Activities: Net earnings Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization Amortization of capitalized ﬁnancing costs Stock-based compensation expense Deferred income taxes Loss (gain) on sale and disposition of property, plant and equipment Increase in cash surrender value of life insurance policies over premiums paid Net changes in assets and liabilities: Accounts receivable, net Inventories Accounts payable and accrued expenses Other changes Total adjustments NET CASH PROVIDED BY OPERATING ACTIVITIES Cash Flows From Investing Activities: Capital expenditures Proceeds from property insurance Proceeds from sale of property, plant and equipment Proceeds from surrender of life insurance policies Increase in cash surrender value of life insurance policies Acquisition of business NET CASH USED FOR INVESTING ACTIVITIES Cash Flows From Financing Activities: Proceeds from long-term debt Principal payments on long-term debt Cash dividends paid Cash received from exercise of stock options Payment of employee tax withholdings related to net share transactions Financing costs NET CASH USED FOR FINANCING ACTIVITIES Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period CASH AND CASH EQUIVALENTS AT END OF PERIOD $ Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest Income taxes, net $ Non-cash investing and ﬁnancing activities: Purchases of property, plant and equipment in accounts payable Restricted stock units and stock options surrendered for withholding taxes payable See accompanying notes to consolidated financial statements. September 28, 2019 September 29, 2018 September 30, 2017 Year Ended $ 5,598 $ 36,266 $ 22,548 13,553 65 2,057 1,798 (1,688) (187) 7,302 23,306 (42,592) (2,604) 1,010 6,608 (10,512) 1,192 19 67 (322) — (9,556) 44,333 (44,333) (2,310) — (239) (263) (2,812) (5,760) 43,941 38,181 $ 49 $ 1,743 377 239 12,818 65 2,078 (2,807) 381 (553) (11,200) (12,304) 28,234 991 17,703 53,969 (18,449) — — 165 (355) (3,300) (21,939) 372 (372) (21,333) 2,081 (942) — (20,194) 11,836 32,105 43,941 $ — $ 7,777 967 942 11,649 65 2,245 2,503 64 (812) 7,105 (10,667) (11,930) (1,930) (1,708) 20,840 (20,575) — — 100 (405) — (20,880) 404 (404) (26,011) 107 (824) — (26,728) (26,768) 58,873 32,105 — 9,300 465 824 26 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 8 Financial Statements and Supplementary Data PART II Insteel Industries, Inc. and Subsidiaries Notes to Consolidated Financial Statements Years Ended September 28, 2019, September 29, 2018 and September 30, 2017 Note 1 Description of Business Insteel Industries, Inc. (“we,” “us,” “our,” “Insteel” or “the Company”) is the nation’s largest manufacturer of steel wire reinforcing products for concrete construction applications. Insteel is the parent holding company for two wholly-owned subsidiaries, Insteel Wire Products Company (“IWP”), an operating subsidiary, and Intercontinental Metals Corporation, an inactive subsidiary. We manufacture and market prestressed concrete strand (“PC strand”) and welded wire reinforcement (“WWR”), including engineered structural mesh, concrete pipe reinforcement and standard welded wire reinforcement. Our products are primarily sold to manufacturers of concrete products and, to a lesser extent, distributors, rebar fabricators and contractors. We sell our products nationwide across the U.S. and, to a much lesser extent, into Canada, Mexico, and Central and South America. We have evaluated all subsequent events that occurred after the balance sheet date through the time of ﬁling this Annual Report on Form 10-K and concluded there were no events or transactions during this period that required additional recognition or disclosure in our ﬁnancial statements. Note 2 Summary of Signiﬁcant Accounting Policies Fiscal year Our ﬁscal year is the 52 or 53 weeks ending on the Saturday closest to September 30. Fiscal years 2019, 2018 and 2017 were 52-week periods. All references to years relate to ﬁscal years rather than calendar years. Principles of consolidation The consolidated financial statements include the accounts of Insteel and our subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S.” and such accounting principles, “GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the ﬁnancial statements and accompanying notes. There is no assurance that actual results will not differ from these estimates. Cash equivalents We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. in which our cash and cash equivalents are held and by customers to the extent of the amounts recorded on the balance sheet. We invest excess cash primarily in money market funds, which are highly liquid securities. The majority of our accounts receivable are due from customers that are located in the U.S. and are generally not secured by collateral depending upon the creditworthiness of the account. We provide an allowance for doubtful accounts based upon our assessment of the credit risk of speciﬁc customers, historical trends and other information. We write off accounts receivable when they become uncollectible. There is no disproportionate concentration of credit risk. Stock-based compensation We account for stock-based compensation in accordance with the fair value recognition provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codiﬁcation (“ASC”) Topic 718, Compensation – Stock Compensation, which requires stock-based compensation expense to be recognized in net earnings based on the fair value of the award on the date of the grant. We account for forfeitures as they occur. We determine the fair value of stock options issued by using a Monte Carlo valuation model at the grant date, which considers a range of assumptions including the expected term, volatility, dividend yield and risk-free interest rate. Concentration of credit risk Revenue recognition Financial instruments that subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Our cash is principally concentrated at one ﬁnancial institution, which at times exceeds federally insured limits. We are exposed to credit risk in the event of default by institutions We recognize revenues when obligations under the terms of a contract with our customers are satisﬁed, which generally occurs when products are shipped and control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for our products. INSTEEL INDUSTRIES INC. ❘ Form 10-K 27 PART II Item 8 Financial Statements and Supplementary Data Inventories Inventories are valued at the lower of weighted average cost (which approximates computation on a ﬁrst-in, ﬁrst-out basis) and net realizable value. The valuation of inventory includes the costs for material, labor and manufacturing overhead. Property, plant and equipment Property, plant and equipment are recorded at cost or fair market value in the case of the assets acquired through acquisitions, or otherwise at reduced values to the extent there have been asset impairment write-downs. Expenditures for maintenance and repairs are charged directly to expense when incurred, while major improvements are capitalized. Depreciation is computed for ﬁnancial reporting purposes principally by use of the straight-line method over the following estimated useful lives: machinery and equipment, 3 - 15 years; buildings, 10 - 30 years; and land improvements, 5 - 15 years. Depreciation expense was approximately $12.5 million in 2019, $11.6 million in 2018 and $10.5 million in 2017 and reﬂected in cost of sales and selling, general and administrative expense (“SG&A expense”) in the consolidated statements of operations. Capitalized software is amortized over the shorter of the estimated useful life or 5 years and reﬂected in SG&A expense. No interest costs were capitalized in 2019, 2018 and 2017. Goodwill Goodwill is the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized but is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the ﬁrst day of the fourth quarter each year. The evaluation of impairment involves comparing the current estimated fair value of the reporting unit to its recorded value, including goodwill. We perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. It may be necessary to perform a quantitative analysis where a discounted cash ﬂow model is used to determine the current estimated fair value of the reporting unit. Key assumptions used to determine the fair value of the reporting unit as part of our annual testing (and any required interim testing) include: (a) expected cash ﬂows for the ﬁve-year period following the testing date; (b) an estimated terminal value using a terminal year growth rate based on the growth prospects of the reporting unit; (c) a discount rate based on our estimated after-tax weighted average cost of capital; and (d) a probability-weighted scenario approach by which varying cash ﬂows are assigned to alternative scenarios based on their likelihood of occurrence. In developing these assumptions, we consider historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair value of the reporting unit is estimated. Assumptions in estimating future cash ﬂows are subject to a high degree of judgment and complexity. Changes in assumptions and estimates may affect the fair value of goodwill and could result in impairment charges in future periods. Based on the results of our impairment analysis, no goodwill impairment losses were recognized in the consolidated statements of operations for 2019. Subsequent to the analysis, there have been no events or circumstances that indicate any potential impairment of goodwill. Other assets Other assets consist principally of capitalized ﬁnancing costs related to our revolving credit facility and the cash surrender value of life insurance policies. Capitalized ﬁnancing costs are amortized using the straight-line method, which approximates the effective interest method over the term of the related credit agreement and are reﬂected in interest expense in the consolidated statements of operations. Long-lived assets Long-lived assets include property, plant and equipment and identiﬁable intangible assets with deﬁnite useful lives. Finite-lived intangible assets are amortized over their estimated useful lives. Our intangible assets consist of customer relationships, developed technology and know-how, non-competition agreements and a trade name, and are being amortized on a straight-line basis over their ﬁnite useful lives (see Note 7 to the consolidated ﬁnancial statements). We assess the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. When we determine that the carrying value of such assets may not be recoverable, we measure recoverability based on the undiscounted cash ﬂows expected to be generated by the related asset or asset group. If it is determined that an impairment loss has occurred, the loss is recognized in the period in which it is incurred and is calculated as the difference between the carrying value and the present value of estimated future net cash ﬂows or comparable market values. There were no impairment losses in 2019, 2018 and 2017. Fair value of ﬁnancial instruments The carrying amounts for cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximate fair value because of their short maturities. Income taxes Income taxes are based on pretax ﬁnancial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. We assess the need to establish a valuation allowance against deferred tax assets to the extent we no longer believe it is more likely than not that the tax assets will be fully realized. Earnings per share Basic earnings per share (“EPS”) are computed by dividing earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS are computed by dividing earnings available to common shareholders by the weighted average number of shares of common stock and other dilutive equity securities outstanding during the period. Securities that have the effect of increasing EPS are considered to be antidilutive and are not included in the computation of diluted EPS. 28 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 8 Financial Statements and Supplementary Data PART II Note 3 Recent Accounting Pronouncements Current Adoptions In August 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-15 “Statement of Cash Flows Topic 230: Classiﬁcation of Certain Cash Receipts and Cash Payments.” ASU No. 2016-15 addresses how certain cash receipts and cash payments are presented and classiﬁed in the statement of cash ﬂows with the objective of reducing existing differences in the presentation of these items. The amendments in ASU No. 2016- 15 became effective for us in the ﬁrst quarter and were adopted retrospectively. The adoption of this update did not impact our consolidated ﬁnancial statements. In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers,” as subsequently amended, which supersedes nearly all existing revenue recognition guidance under GAAP. ASU No. 2014-09 provides that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reﬂects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash ﬂows arising from customer contracts, including signiﬁcant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulﬁll a contract. We adopted ASU 2014-09 during the ﬁrst quarter using the modiﬁed retrospective method. The adoption of this update did not signiﬁcantly change our timing for recognizing revenue nor materially impact our consolidated ﬁnancial statements (see Note 4). Future Adoptions In May 2017, the FASB issued ASU No. 2017-09 “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” ASU No. 2017-09 was issued to clarify and reduce both (i) diversity in practice and (ii) cost and Note 4 Revenue Recognition We recognize revenues when performance obligations under the terms of a contract with our customers are satisﬁed, which generally occurs when products are shipped and control is transferred. We enter into contracts that pertain to products, which are accounted for as separate performance obligations and typically one year or less in duration. We do not exercise signiﬁcant judgment in determining the timing for the satisfaction of performance obligations or the transaction price. Revenue is measured as the amount of consideration expected to be received in exchange for our products. We have elected to apply the practical expedient provided for in ASU No. 2014-09 and not disclose information regarding remaining performance obligations that have original expected durations of one year or less. Variable consideration that may affect the total transaction price, including contractual discounts, rebates, returns and credits are included in net sales. Estimates for variable consideration are complexity when applying its guidance to changes in the terms and conditions of a share-based payment award. ASU No. 2017- 09 will become effective for us in the ﬁrst quarter of ﬁscal 2020. The adoption of this update will not have a material impact on our consolidated ﬁnancial statements. In January 2017, the FASB issued ASU No. 2017-04 “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simpliﬁes the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test. ASU No. 2017-04 will become effective for us in the ﬁrst quarter of ﬁscal 2021 and early adoption is permitted. We are evaluating the impact that the adoption of this update will have on our consolidated ﬁnancial statements. In February 2016, the FASB issued ASU No. 2016-02 “Leases,” which will replace the guidance in Accounting Standards Codiﬁcation (“ASC”) Topic 840. ASU No. 2016-02 was issued to increase transparency and comparability among organizations by recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and a right-of-use asset. ASU No. 2016-02 will become effective for us in the ﬁrst quarter of ﬁscal 2020. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements,” which provides an additional (and optional) transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. The amendment has the same effective date and transition requirements as ASU No. 2016-02. We expect the adoption of this guidance will increase our lease liability by approximately $1.9 million with a corresponding increase to recognize our right-of-use assets by approximately $1.9 million, with no material impact to our consolidated statements of operations. Additionally, the adoption of Topic 842 is expected to signiﬁcantly expand the disclosures pertaining to leases in our notes to the consolidated ﬁnancial statements. based on historical experience, anticipated performance and management’s judgment and are updated as of each reporting date. Shipping and related expenses associated with outbound freight are accounted for as fulﬁllment costs and included in cost of sales. We do not have signiﬁcant ﬁnancing components. Contract assets primarily relate to our rights to consideration for products that are delivered but not billed as of the reporting date and are reclassiﬁed to receivables when the customer is invoiced. Contract liabilities primarily relate to performance obligations that are to be satisﬁed in the future and arise when we bill the customer in advance of shipments. Contract costs are not signiﬁcant and are recognized as incurred. Contract assets and liabilities were not material as of September 28, 2019. Accounts receivable includes amounts billed and currently due from customers stated at their net estimated realizable value. Customer payment terms are generally 30 days. We maintain INSTEEL INDUSTRIES INC. ❘ Form 10-K 29 PART II Item 8 Financial Statements and Supplementary Data an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected, which is based upon our assessment of customer creditworthiness, historical payment experience and the age of outstanding receivables. Past-due trade receivable balances are written off when our collection efforts have been unsuccessful. See Note 14 for the disaggregation of our net sales by product line and geography. Note 5 Restructuring Charges In 2014 we purchased substantially all of the assets associated with the PC strand business of American Spring Wire Corporation (“ASW Acquisition”). Subsequent to the ASW Acquisition, in 2014, we incurred employee separation costs for stafﬁng reductions associated with the acquisition. In February 2015, we elected to consolidate our PC strand operations with the closure of the Newnan, Georgia facility that had been acquired through the ASW Acquisition, which was completed in March 2015. Following is a summary of the restructuring activities and associated costs that were incurred during 2017: (In thousands) Liability as of October 1, 2016 Restructuring charges Cash payments Non-cash charges LIABILITY AS OF SEPTEMBER 30, 2017 Note 6 Fair Value Measurements Fair value is deﬁned as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-level fair value hierarchy that encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs used to measure fair value are as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Equipment Relocation Costs Severance and Other Employee Separation Costs 31 $ 239 $ 164 (195) — — (239) — — $ — $ $ $ Total 270 164 (434) — — Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets. Level 3 - Unobservable inputs that are supported by little or no market activity and that are signiﬁcant to the fair value of the assets or liabilities, including certain pricing models, discounted cash ﬂow methodologies and similar techniques that use signiﬁcant unobservable inputs. As of September 28, 2019 and September 29, 2018, we held ﬁnancial assets that are required to be measured at fair value on a recurring basis, which are summarized below: (In thousands) As of September 28, 2019: Current assets: Cash equivalents Other assets: Cash surrender value of life insurance policies TOTAL As of September 29, 2018: Current assets: Cash equivalents Other assets: Cash surrender value of life insurance policies TOTAL 30 Quoted Prices in Active Markets (Level 1) Observable Inputs (Level 2) Total $ $ $ $ 37,826 $ 37,826 $ — 10,211 — 10,211 48,037 $ 37,826 $ 10,211 44,257 $ 44,257 $ — 9,769 — 54,026 $ 44,257 $ 9,769 9,769 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 8 Financial Statements and Supplementary Data PART II Cash equivalents, which include all highly liquid investments with original maturities of three months or less, are classiﬁed as Level 1 of the fair value hierarchy. The carrying amount of our cash equivalents, which consist of investments in money market funds, approximates fair value due to their short maturities. Cash surrender value of life insurance policies are classiﬁed as Level 2. The fair value of the life insurance policies was determined by the underwriting insurance company’s valuation models and represents the guaranteed value we would receive upon surrender of these policies as of the reporting date. As of September 28, 2019 and September 29, 2018, we had no nonfinancial assets that are required to be measured at fair value on a nonrecurring basis. The carrying amounts of accounts receivable, accounts payable and accrued expenses approximates fair value due to the short-term maturities of these ﬁnancial instruments. Note 7 Intangible Assets The primary components of our intangible assets and the related accumulated amortization are as follows: (In thousands) As of September 28, 2019: Customer relationships Developed technology and know-how Non-competition agreements Trade name As of September 29, 2018: Customer relationships Developed technology and know-how Non-competition agreements Trade name Amortization expense for intangibles was $1.1 million in 2019, $1.3 million in 2018 and $1.2 million in 2017. Amortization expense for the next ﬁve years, assuming no change in the estimated useful lives of identiﬁed intangible assets, is $924,000 in 2020, $809,000 in 2021, $770,000 in 2022, $705,000 in 2023 and Note 8 Long-Term Debt Revolving 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 Weighted- Average Useful Life (Years) Gross Accumulated Amortization Net Book Value 16.9 20.0 5.0 4.0 16.9 20.0 5.0 4.0 $ 9,070 $ (2,207) $ 1,800 1,800 140 (461) (1,466) (66) 6,863 1,339 334 74 $ $ 12,810 $ (4,200) $ 8,610 9,070 $ (1,598) $ 1,800 3,687 140 (371) (2,994) (31) 7,472 1,429 693 109 $ 14,697 $ (4,994) $ 9,703 $699,000 in 2024. We completed the acquisition of a business during 2018, and the effects of the purchase price allocation for this transaction on the accompanying consolidated ﬁnancial statements were not material. incremental 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 September 28, 2019, no borrowings were outstanding on the Credit Facility, $82.9 million of borrowing capacity was available and outstanding letters of credit totaled $1.6 million. As of September 29, 2018, there were no borrowings outstanding on the Credit Facility. INSTEEL INDUSTRIES INC. ❘ Form 10-K 31 PART II Item 8 Financial Statements and Supplementary Data Interest rates on the Credit Facility are based upon (1) an index rate that is established at the highest of the prime rate, 0.50% plus the federal funds rate or the LIBOR rate plus the excess of the then-applicable margin for LIBOR loans over the then-applicable margin for index rate loans, or (2) at our election, a LIBOR rate, plus in either case, an applicable interest rate margin. The applicable interest rate margins are adjusted on a quarterly basis based upon the amount of excess availability on the Credit Facility within the range of 0.25% to 0.50% for index rate loans and 1.25% to 1.50% for LIBOR loans. In addition, the applicable interest rate margins would be increased by 2.00% upon the occurrence of certain events of default provided for under the terms of the Credit Facility. Based on our excess availability as of September 28, 2019, the applicable interest rate margins on the Credit Facility were 0.25% for index rate loans and 1.25% for LIBOR loans. Our ability to borrow available amounts under the Credit Facility will be restricted or eliminated in the event of certain covenant breaches, events of default or if we are unable to make certain representations and warranties provided for under the terms of the Credit Facility. We are required to maintain a ﬁxed charge coverage ratio of not less than 1.0 at the end of each ﬁscal quarter for the twelve-month period then ended when the amount of liquidity on the Credit Facility is less than $10.0 million. In addition, the terms of the Credit Facility restrict our ability to, among other things: engage in certain business combinations or divestitures; make investments in or loans to third parties, unless certain conditions are met with respect to such investments or loans; pay cash dividends or repurchase shares of our stock subject to certain Note 9 Stock-Based Compensation minimum borrowing availability requirements; incur or assume indebtedness; issue securities; enter into certain transactions with our afﬁliates; or permit liens to encumber our property and assets. The terms of the Credit Facility also provide that an event of default will occur upon the occurrence of, among other things: defaults or breaches under the loan documents, subject in certain cases to cure periods; defaults or breaches by us or any of our subsidiaries under any agreement resulting in the acceleration of amounts above certain thresholds or payment defaults above certain thresholds; certain events of bankruptcy or insolvency; certain entries of judgment against us or any of our subsidiaries, which are not covered by insurance; or a change of control. As of September 28, 2019, we were in compliance with all of the ﬁnancial and negative covenants under the Credit Facility and there have not been any events of default. Amortization of capitalized ﬁnancing costs associated with the Credit Facility was $65,000 in 2019, 2018 and 2017. We expect the amortization of capitalized ﬁnancing costs to approximate the following amounts for the next ﬁve ﬁscal years: Fiscal year In thousands 2020 2021 2022 2023 2024 $ 67 65 65 65 41 Under our equity incentive plan, employees and directors may be granted stock options, restricted stock, restricted stock units and performance awards. Effective February 17, 2015, our shareholders approved the 2015 Equity Incentive Plan of Insteel Industries, Inc. (the “2015 Plan”), which authorizes up to 900,000 shares of our common stock for future grants under the plan. The 2015 Plan, which expires on February 17, 2025, replaced the 2005 Equity Incentive Plan of Insteel Industries, Inc., which expired on February 15, 2015. As of September 28, 2019, there were 143,000 shares of our common stock available for future grants under the 2015 Plan, which is our only active equity incentive plan. Stock option awards Under our equity incentive plan, employees and directors may be granted options to purchase shares of common stock at the fair market value on the date of the grant. Options granted under the plan generally vest over three years and expire ten years from the date of the grant. Compensation expense associated with stock options was $889,000 in 2019, $906,000 in 2018 and $1.0 million in 2017. As of September 28, 2019, there was $282,000 of unrecognized compensation cost related to unvested options which is expected to be recognized over a weighted average period of 1.64 years. The fair value of each option award granted is estimated on the date of grant using a Monte Carlo valuation model. The weighted-average estimated fair values of stock options granted during 2019, 2018 and 2017 were $7.15, $12.06 and $11.08 per share, respectively, based on the following weighted-average assumptions: Expected term (in years) Risk-free interest rate Expected volatility Expected dividend yield September 28, 2019 September 29, 2018 September 30, 2017 Year Ended 4.59 2.03% 42.79% 0.56% 4.79 2.71% 37.32% 0.37% 5.14 1.98% 38.32% 0.37% 32 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 8 Financial Statements and Supplementary Data PART II The assumptions utilized in the Monte Carlo valuation model are evaluated and revised, as necessary, to reﬂect market conditions and actual historical experience. The expected term for options was based on the results of a Monte Carlo simulation model, using the model’s estimated fair value as an input to the Black-Scholes-Merton model, and then solving for the expected term. The risk-free interest rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of the grant. The expected volatility was derived using a term structure based on historical volatility and the volatility implied by exchange- traded options on our common stock. The dividend yield was calculated based on our annual dividend as of the option grant date. The following table summarizes stock option activity: (Share amounts in thousands) Outstanding at October 1, 2016 Granted Exercised Outstanding at September 30, 2017 Granted Exercised Forfeited Outstanding at September 29, 2018 Granted Exercised OUTSTANDING AT SEPTEMBER 28, 2019 Vested and anticipated to vest in the future at September 28, 2019 Exercisable at September 28, 2019 Exercise Price Per Share Options Outstanding Range Weighted Average Contractual Term - Weighted Average $9.16 - $34.49 $ 20.81 371 88 (67) 392 77 26.75 - 37.06 9.16 - 23.95 9.16 - 37.06 29.69 - 41.85 (196) 9.16 - 37.06 23.95 - 37.06 10.23 - 41.85 18.25 - 21.57 18.05 - 26.75 10.23 - 41.85 (9) 264 129 (5) 388 384 184 30.93 19.05 23.40 34.84 19.68 29.88 29.25 19.74 23.95 26.16 26.17 7.81 years 7.79 years 27.62 6.31 years Aggregate Intrinsic Value (in thousands) $ 1,212 3,866 21 370 366 195 Stock option exercises include “net exercises” for which the optionee received shares of common stock equal to the intrinsic value of the options (fair market value of common stock on the date of exercise less exercise price) reduced by any applicable withholding taxes. Restricted stock units Restricted stock units (“RSUs”) granted under our equity incentive plan are valued based upon the fair market value on the date of the grant and provide for a dividend equivalent payment which is included in compensation expense. The vesting period for RSUs is generally one year from the date of the grant for RSUs granted to directors and three years from the date of the grant for RSUs granted to employees. RSUs do not have voting rights. RSU grants and compensation expense are as follows: (In thousands) Restricted stock unit grants: Units Market value Compensation expense September 28, 2019 September 29, 2018 September 30, 2017 Year Ended $ 61 1,225 $ 1,168 35 1,175 $ 1,172 37 1,180 1,238 As of September 28, 2019, there was $482,000 of unrecognized compensation cost related to unvested RSUs which is expected to be recognized over a weighted average period of 1.74 years. The following table summarizes RSU activity: INSTEEL INDUSTRIES INC. ❘ Form 10-K 33 PART II Item 8 Financial Statements and Supplementary Data (Unit amounts in thousands) Balance, October 1, 2016 Granted Released Balance, September 30, 2017 Granted Forfeited Released Balance, September 29, 2018 Granted Released BALANCE, SEPTEMBER 28, 2019 Note 10 Income Taxes Restricted Stock Units Outstanding Weighted Average Grant Date Fair Value 145 $ 37 (54) 128 35 (3) (57) 103 61 (49) 115 22.35 31.95 20.43 25.92 33.52 29.60 22.26 30.40 20.18 27.64 26.16 The components of the provision for income taxes are as follows: (Dollars in thousands) September 28, 2019 September 29, 2018 September 30, 2017 Year Ended Current: Federal State Deferred: Federal State $ (126) 185 59 1,649 149 1,798 $ 8,265 $ 906 9,171 (2,862) 55 (2,807) 8,269 848 9,117 2,455 48 2,503 INCOME TAXES EFFECTIVE INCOME TAX RATE $ 1,857 $ 6,364 $ 11,620 24.9 % 14.9 % 34.0 % The reconciliation between income taxes computed at the federal statutory rate and the provision for income taxes is as follows: Year Ended (Dollars in thousands) September 28, 2019 September 29, 2018 September 30, 2017 Provision for income taxes at federal statutory rate $ 1,566 21.0% $ 10,444 24.5% $ 11,959 35.0% State income taxes, net of federal tax beneﬁt Stock-based compensation Valuation allowance Federal tax return true-up Change in federal tax rate - Tax Cuts and Jobs Act Qualiﬁed production activities deduction Other, net 297 90 24 (142) — — 22 4.0 1.2 0.3 (1.9) — — 0.3 739 (634) (18) (147) (3,307) (832) 119 1.7 (1.5) (0.0) (0.3) (7.8) (2.0) 0.3 598 — (29) — — (768) (140) 1.8 — (0.1) — — (2.2) (0.5) PROVISION FOR INCOME TAXES $ 1,857 24.9% $ 6,364 14.9% $ 11,620 34.0% The components of deferred tax assets and liabilities are as follows: 34 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com (In thousands) Deferred tax assets: Deﬁned beneﬁt plans Stock-based compensation Accrued expenses and asset reserves Federal net operating loss carryforward State net operating loss carryforwards and tax credits Valuation allowance DEFERRED TAX ASSETS Deferred tax liabilities: Plant and equipment Prepaid insurance Goodwill DEFERRED TAX LIABILITIES NET DEFERRED TAX LIABILITY Item 8 Financial Statements and Supplementary Data PART II September 28, 2019 September 29, 2018 $ $ 2,661 1,259 1,207 363 120 (257) 5,353 (10,625) (1,311) (317) (12,253) $ (6,900) $ 2,302 1,120 1,939 — 233 (233) 5,361 (9,490) (1,041) (170) (10,701) (5,340) On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted, which, among other changes, reduced the federal statutory corporate tax rate from 35% to 21% effective January 1, 2018. Since our ﬁscal year ends on the Saturday closest to September 30 rather than the calendar year, we are subject to IRS rules relating to transitional income tax rates. Based on these rules, our federal statutory rate was 24.5% for ﬁscal 2018 and is 21% for ﬁscal 2019 and beyond. We remeasured our deferred tax assets and liabilities and adjusted our estimated annual federal income tax rate to incorporate the lower corporate tax rate provided for under the Act in our ﬁrst quarter tax provision for ﬁscal 2018, which resulted in a $3.3 million reduction in income tax expense for 2018. we no longer believe it is more likely than not that they will be fully realized. As of September 28, 2019, we recorded a valuation allowance of $257,000 pertaining to various state NOLs and tax credits that were not expected to be utilized. The valuation allowance is subject to periodic review and adjustment based on changes in facts and circumstances and would be reduced should we utilize the state NOLs and tax credits against which an allowance had previously been provided or determine that such utilization was more likely than not. The $24,000 increase in the valuation allowance during 2019 is primarily due to state NOLs for which a tax beneﬁt is not expected to be realized partially offset by the expiration of state tax credits for which an allowance had been previously recorded. As of September 28, 2019 and September 29, 2018, we recorded deferred tax liabilities (net of valuation allowances) of $6.9 million and $5.3 million, respectively, in other liabilities on our consolidated balance sheet. We have $1.7 million of federal net operating loss carryforwards (“NOLs”) and $2.2 million of state NOLs that begin to expire in 2022, but principally expire between 2022 and 2034. We have also recorded deferred tax assets of $8,000 for state tax credits that expire in 2020. The realization of our deferred tax assets is entirely dependent upon our ability to generate future taxable income in applicable jurisdictions. GAAP requires that we periodically assess the need to establish a reserve against our deferred tax assets to the extent As of September 28, 2019, we had no material, known tax exposures that required the establishment of contingency reserves for uncertain tax positions. We classify interest and penalties related to unrecognized tax beneﬁts as part of income tax expense. There were no interest and penalties related to unrecognized tax beneﬁts incurred during 2019, 2018 and 2017. We ﬁle U.S. federal income tax returns as well as state and local income tax returns in various jurisdictions. Federal and various state tax returns ﬁled subsequent to 2014 remain subject to examination. Note 11 Employee Beneﬁt Plans Supplemental employee retirement plan We have Retirement Security Agreements (each, a “SERP”) with certain of our employees (each, a “Participant”). Under the SERPs, if the Participant remains in continuous service with us for a period of at least 30 years, we will pay the Participant a supplemental retirement beneﬁt for the 15-year period following the Participant’s retirement equal to 50% of the Participant’s highest average annual base salary for five consecutive years in the 10-year period preceding the Participant’s retirement. If the Participant retires prior to the later of age 65 or the completion of 30 years of continuous service with us, but has completed at least 10 years of continuous service, the amount of the Participant’s supplemental retirement beneﬁt will be reduced by 1/360th for each month short of 30 years that the Participant was employed by us. INSTEEL INDUSTRIES INC. ❘ Form 10-K 35 PART II Item 8 Financial Statements and Supplementary Data The reconciliation of the projected beneﬁt obligation, plan assets, funded status and amounts recognized for the SERPs in our consolidated balance sheets is as follows: (In thousands) Change in beneﬁt obligation: Beneﬁt obligation at beginning of year Service cost Interest cost Actuarial loss (gain) Distributions BENEFIT OBLIGATION AT END OF YEAR Change in plan assets: Actual employer contributions Actual distributions PLAN ASSETS AT FAIR VALUE AT END OF YEAR Reconciliation of funded status to net amount recognized: Funded status NET AMOUNT RECOGNIZED Amounts recognized in accumulated other comprehensive loss: Unrecognized net loss NET AMOUNT RECOGNIZED Other changes in plan assets and beneﬁt obligations recognized in other comprehensive income (loss): Net loss (gain) Amortization of net loss TOTAL RECOGNIZED IN OTHER COMPREHENSIVE INCOME (LOSS) September 28, 2019 September 29, 2018 September 30, 2017 Year Ended $ $ $ $ $ $ $ $ $ $ 9,749 $ 9,389 $ 9,159 297 384 1,133 (285) 11,278 285 (285) — (11,278) (11,278) 2,958 2,958 1,133 (140) 993 $ $ $ $ $ $ $ $ $ 310 345 (33) (262) 9,749 262 (262) — (9,749) (9,749) 1,966 1,966 (33) (150) (183) $ $ $ $ $ $ $ $ $ 344 338 (162) (290) 9,389 290 (290) — (9,389) (9,389) 2,149 2,149 (162) (174) (336) Net periodic pension cost for the SERPs includes the following components: (In thousands) Service cost Interest cost Amortization of net loss NET PERIODIC PENSION COST Year Ended September 28, 2019 September 29, 2018 September 30, 2017 $ $ 297 384 140 821 $ $ 310 345 150 805 $ $ 344 338 174 856 The estimated net loss that will be amortized from accumulated other comprehensive loss into net periodic pension cost during 2020 is $293,000. The assumptions used in the valuation of the SERPs are as follows: Assumptions at year-end: Discount rate Rate of increase in compensation levels September 28, 2019 September 29, 2018 September 30, 2017 Measurement Date 3.00% 3.00% 4.00% 3.00% 3.75% 3.00% 36 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 8 Financial Statements and Supplementary Data PART II The assumed discount rate is established as of our ﬁscal year-end measurement date. In establishing the discount rate, we review published market indices of high-quality debt securities, adjusted as appropriate for duration, and high-quality bond yield curves applicable to the expected beneﬁt payments of the SERPs. The SERPs expected rate of increase in compensation levels is based on the anticipated increases in annual compensation. The projected beneﬁt payments under the SERPs are as follows: Fiscal year(s) 2020 2021 2022 2023 2024 2025 - 2029 $ In thousands 283 250 562 562 524 4,476 Retirement savings plan In 1996, we adopted the Retirement Savings Plan of Insteel Industries, Inc. (the “Plan”) to provide retirement beneﬁts and stock ownership for our employees. The Plan is an amendment and restatement of our Employee Stock Ownership Plan. As allowed under Sections 401(a) and 401(k) of the Internal Revenue Code, the Plan provides for tax-deferred salary deductions for eligible employees. The Plan allows for discretionary contributions to be made by us as determined by the Board of Directors, which are allocated among eligible participants based on their compensation relative to the total compensation of all participants. Employees are permitted to contribute up to 75% of their annual compensation to the Plan, limited to a maximum annual amount as set periodically by the Internal Revenue Code. We match employee contributions up to 100% of the ﬁrst 1% and 50% of the next 5% of eligible compensation that is contributed by employees. Our contributions to the Plan were $1.2 million in 2019 and $1.1 million in 2018 and 2017. Voluntary Employee Beneﬁciary Associations (“VEBA”) We have a VEBA which allows both us and our employees to make contributions to pay for medical costs. Our contributions to the VEBA were $5.8 million in 2019, $5.1 million in 2018 and $5.6 million in 2017. We are primarily self-insured for our employee’s healthcare costs, carrying stop-loss insurance coverage for individual claims in excess of $175,000 per beneﬁt plan year. Our self-insurance liabilities are based on the total estimated costs of claims filed and claims incurred but not reported, less amounts paid against such claims. We review current and historical claims data in developing our estimates. Note 12 Commitments and Contingencies Insurance recoveries We maintain general liability, business interruption and replacement cost property insurance coverage on our facilities. In August 2018, a transformer outage and electrical ﬁre occurred at our Dayton, Texas manufacturing facility, which resulted in the temporary curtailment of operations. Alternative power arrangements for the facility were subsequently made that allowed operations to continue until permanent repairs were completed during the ﬁrst quarter of this year. We reached a ﬁnal settlement on the property damage and business interruption claim with our insurance carrier in the third quarter. During 2019, we received $2.2 million of insurance proceeds related to the claim that was partially applied against the beginning receivable balance of $462,000 with the remainder recorded in other income ($1.1 million), cost of sales ($645,000) and SG&A expense ($48,000) on the consolidated statements of operations. During 2018, we received $183,000 of insurance proceeds related to the claim and recorded a $462,000 receivable for the anticipated insurance proceeds associated with the expenses incurred as of the end of the year. In August 2017, operations at our manufacturing facility located in Dayton, Texas were adversely affected by hurricane Harvey. We reached a ﬁnal settlement on the property damage and business interruption claim with our insurance carrier in the ﬁrst quarter of 2019. During 2019, we received $150,000 of proceeds related to this claim of which $98,000 was recorded in other income on the consolidated statements of operations. During 2018, we received $439,000 of insurance proceeds related to the claim and recorded a $52,000 receivable for the anticipated insurance proceeds associated with the expenses that were incurred and capital outlays required to replace property and equipment damaged in the storm. The insurance proceeds attributable to the additional expenses incurred were recorded in cost of sales ($439,000), SG&A expense ($26,000) and other income ($26,000) on the consolidated statements of operations. The insurance proceeds attributable to the property and equipment damaged are reported in cash ﬂows from investing activities and all other insurance proceeds received are reported in cash flows from operating activities on the consolidated statements of cash ﬂows. INSTEEL INDUSTRIES INC. ❘ Form 10-K 37 PART II Item 8 Financial Statements and Supplementary Data Leases and purchase commitments We lease a portion of our equipment under operating leases that expire at various dates through 2024. Additionally, we leased our facility in Houston, Texas through September 30, 2017 and subsequently exercised the $4.9 million purchase option under the lease in October 2017. Under most lease agreements, we pay insurance, taxes and maintenance. Rental expense for operating leases was $1.6 million in 2019, $1.5 million in 2018 and $1.8 million in 2017. As of September 28, 2019, minimum rental commitments under all non-cancelable leases with an initial term in excess of one year are payable as follows: 2020 $1.0 million; 2021, $666,000; 2022, $256,000; 2023, $61,000 and 2024 and beyond, $47,000. As of September 28, 2019, we had $23.8 million in non-cancelable purchase commitments for raw material extending as long as approximately 100 days and $2.8 million of contractual commitments for the purchase of certain equipment that had not been fulﬁlled and are not reﬂected in our consolidated ﬁnancial statements. 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 expect the ultimate outcome or cost to resolve these matters will have a material adverse effect on our financial position, results of operations or cash ﬂows. Severance and change of control agreements We have entered into severance agreements with our Chief Executive Ofﬁcer and Chief Financial Ofﬁcer that provide them with certain termination beneﬁts in the event their employment with us is terminated without cause. The initial term of each agreement is two years and they automatically renew for successive one year Note 13 Earnings Per Share terms unless we or the executive provide notice of termination as speciﬁed in the agreement. In the event of termination of the executive’s employment without cause, these agreements provide that they would receive termination beneﬁts equal to one and one-half times their annual base salary in effect on the termination date and the continuation of health and welfare benefits for eighteen months. In addition, all of the executive’s stock options and restricted stock would vest immediately, and outplacement services would be provided. We have also entered into change in control agreements with key members of management, including our executive ofﬁcers, which specify the terms of separation in the event that termination of their employment followed a change in control. The initial term of each agreement is two years and they automatically renew for successive one year terms unless we or the executive provide notice of termination as speciﬁed in the agreement. The agreements do not provide assurances of continued employment or specify the terms of an executive’s termination should one occur in the absence of a change in control. The compensation payable under the terms of these agreements differs between the Chief Executive Ofﬁcer and Chief Financial Ofﬁcer, and the other covered executives. In the event of termination of the Chief Executive Ofﬁcer or the Chief Financial Ofﬁcer within two years of a change of control, they would receive severance beneﬁts equal to two times base compensation, two times the average bonus for the prior three years and the continuation of health and welfare beneﬁts for two years. In the event of such a termination of the other key members of management, including our other two executive ofﬁcers, within two years of a change of control, they would receive severance beneﬁts equal to one times base compensation, one times the average bonus for the prior three years and the continuation of health and welfare beneﬁts for one year. In addition, for any covered executive that is terminated within two years of a change of control, all of their stock options and restricted stock would vest immediately, and outplacement services would be provided. The computation of basic and diluted earnings per share attributable to common shareholders is as follows: (In thousands, except per share amounts) September 28, 2019 September 29, 2018 September 30, 2017 Year Ended Net earnings Basic weighted average shares outstanding Dilutive effect of stock-based compensation Diluted weighted average shares outstanding Net earnings per share: Basic Diluted $ $ 5,598 $ 36,266 $ 19,243 97 19,340 19,079 198 19,277 0.29 $ 0.29 1.90 $ 1.88 22,548 19,011 206 19,217 1.19 1.17 Options and RSUs that were antidilutive and not included in the diluted EPS calculation amounted to 240,000 shares in 2019, 83,000 shares in 2018 and 76,000 shares in 2017. 38 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 8 Financial Statements and Supplementary Data PART II Note 14 Business Segment Information Our operations are entirely focused on the manufacture and marketing of steel wire reinforcing products for concrete construction applications. Our concrete reinforcing products consist of two product lines: PC strand and WWR. Based on the criteria speciﬁed in ASC Topic 280, Segment Reporting, we have one reportable segment. Our net sales and long-lived assets (consisting of net property, plant and equipment, the cash surrender value of life insurance policies, goodwill and intangible assets) by geographic region are as follows: (In thousands) Net sales: United States Foreign TOTAL Long-lived assets: United States Foreign TOTAL Our net sales by product line are as follows: (In thousands) Net sales: Welded wire reinforcement Prestressed concrete strand TOTAL September 28, 2019 September 29, 2018 September 30, 2017 Year Ended $ $ $ $ 454,373 $ 451,418 $ 387,199 1,340 1,799 1,672 455,713 $ 453,217 $ 388,871 132,074 $ 133,913 $ 122,574 — — — 132,074 $ 133,913 $ 122,574 September 28, 2019 September 29, 2018 September 30, 2017 Year Ended $ $ 290,423 $ 273,658 $ 165,290 179,559 455,713 $ 453,217 $ 239,522 149,349 388,871 There were no customers that accounted for 10% or more of our net sales in 2019, 2018 and 2017. Note 15 Related Party Transactions Sales to a company afﬁliated with one of our former directors amounted to $716,000 in 2019, $699,000 in 2018 and $622,000 in 2017. INSTEEL INDUSTRIES INC. ❘ Form 10-K 39 PART II Item 8 Financial Statements and Supplementary Data Note 16 Other Financial Data Balance sheet information: (In thousands) Accounts receivable, net: Accounts receivable Less allowance for doubtful accounts TOTAL Inventories: Raw materials Work in process Finished goods TOTAL Other current assets: Prepaid insurance Income taxes receivable Other TOTAL Other assets: Cash surrender value of life insurance policies Capitalized ﬁnancing costs, net Other TOTAL Property, plant and equipment, net: Land and land improvements Buildings Machinery and equipment Construction in progress Less accumulated depreciation TOTAL Accrued expenses: Salaries, wages and related expenses Property taxes Customer rebates Sales allowance reserves Workers’ compensation Income taxes Other TOTAL Other liabilities: Deferred compensation Deferred income taxes TOTAL September 28, 2019 September 29, 2018 $ $ $ $ $ $ $ $ $ $ $ $ $ $ 44,436 (254) 44,182 27,667 4,885 38,299 70,851 4,545 1,215 1,610 7,370 10,211 237 114 10,562 14,548 56,404 165,609 5,285 241,846 (136,886) 104,960 2,463 1,820 1,381 544 112 — 498 6,818 11,679 6,900 18,579 $ $ $ $ $ $ $ $ $ $ $ $ $ $ 51,779 (295) 51,484 61,008 4,779 28,370 94,157 3,845 — 2,050 5,895 9,769 40 104 9,913 14,438 54,684 160,068 9,672 238,862 (132,714) 106,148 6,775 1,585 1,531 804 113 469 652 11,929 10,541 5,340 15,881 40 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 8 Financial Statements and Supplementary Data PART II Note 17 Product Warranties Our products are used in applications which are subject to inherent risks including performance deﬁciencies, personal injury, property damage, environmental contamination or loss of production. We warrant our products to meet certain speciﬁcations, and actual or claimed deﬁciencies from these speciﬁcations may give rise to claims. We do not maintain a reserve for warranties as the historical claims have been immaterial. We maintain product liability insurance coverage to minimize our exposure to such risks. Note 18 Share Repurchases On November 18, 2008, our Board of Directors approved a share repurchase authorization to buy back up to $25.0 million of our outstanding common stock (the “Authorization”). Under the Authorization, repurchases may be made from time to time in the open market or in privately negotiated transactions subject to market conditions, applicable legal requirements and other factors. We are not obligated to acquire any particular amount of common stock and the program may be commenced or suspended at any time at our discretion without prior notice. The Authorization continues in effect until terminated by the Board of Directors. As of September 28, 2019, there was $24.8 million remaining available for future share repurchases under this Authorization. There were no share repurchases during 2019, 2018 and 2017. INSTEEL INDUSTRIES INC. ❘ Form 10-K 41 PART II Item 8 Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm Consolidated Financial Statements Board of Directors and Shareholders Insteel Industries, Inc.: Opinion on the ﬁnancial statements Basis for opinion We have audited the accompanying consolidated balance sheets of Insteel Industries, Inc. (a North Carolina corporation) and subsidiaries (the “Company”) as of September 28, 2019 and September 29, 2018, the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash ﬂows for each of the three years in the period ended September 28, 2019, and the related notes and ﬁnancial statement schedule included under Item 15(a) (collectively referred to as the “ﬁnancial statements”). In our opinion, the ﬁnancial statements present fairly, in all material respects, the ﬁnancial position of the Company as of September 28, 2019 and September 29, 2018, and the results of its operations and its cash ﬂows for each of the three years in the period ended September 28, 2019, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over ﬁnancial reporting as of September 28, 2019, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated October 25, 2019 expressed an unqualiﬁed opinion. These ﬁnancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s ﬁnancial statements based on our audits. We are a public accounting ﬁrm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ﬁnancial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the ﬁnancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the ﬁnancial statements. Our audits also included evaluating the accounting principles used and signiﬁcant estimates made by management, as well as evaluating the overall presentation of the ﬁnancial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Grant Thornton LLP We have served as the Company’s auditor since ﬁscal 2002. Charlotte, North Carolina October 25, 2019 42 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com PART II Item 9A Controls and Procedures Schedule II - Valuation and Qualifying Accounts Years Ended September 28, 2019, September 29, 2018 and September 30, 2017 ALLOWANCE FOR DOUBTFUL ACCOUNTS (In thousands) Balance, beginning of year Amounts charged to earnings Write-offs, net of recoveries BALANCE, END OF YEAR Year Ended September 28, 2019 September 29, 2018 September 30, 2017 $ $ 295 $ 201 $ (41) — 100 (6) 254 $ 295 $ 291 (57) (33) 201 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A Controls and Procedures Evaluation of Disclosure Controls and Procedures We have conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 28, 2019. This evaluation was conducted under the supervision and with the participation of management, including our principal executive ofﬁcer and our principal ﬁnancial ofﬁcer. Based upon that evaluation, our principal executive ofﬁcer and our principal financial officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we ﬁle or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods speciﬁed in the Commission’s rules and forms. Furthermore, we concluded that our disclosure controls and procedures were effective to ensure that such information is accumulated and communicated to management, including our principal executive ofﬁcer and our principal ﬁnancial ofﬁcer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over ﬁnancial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our ﬁnancial reporting and the preparation of our ﬁnancial statements for external purposes in accordance with generally accepted accounting principles. Internal control over ﬁnancial reporting includes: (1) maintaining records that in reasonable detail accurately and fairly reﬂect the transactions and dispositions of assets; (2) providing reasonable assurance that transactions are recorded as necessary to permit preparation of ﬁnancial statements in accordance with GAAP, and that receipts and expenditures are made only in accordance with authorizations of management and directors; and (3) providing reasonable assurance that unauthorized acquisition, use or disposition of assets that could have a material effect on ﬁnancial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over ﬁnancial reporting can only provide reasonable assurance that a misstatement of ﬁnancial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over ﬁnancial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control – Integrated Framework. Based on this assessment, our management concluded that our internal control over ﬁnancial reporting was effective as of September 28, 2019. During the quarter ended September 28, 2019, there were no changes in our internal control over ﬁnancial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over ﬁnancial reporting. Our independent registered public accounting ﬁrm has issued an audit report on the effectiveness of our internal control over ﬁnancial reporting as of September 28, 2019, which appears below. INSTEEL INDUSTRIES INC. ❘ Form 10-K 43 PART II Item 9A Controls and Procedures Report of Independent Registered Public Accounting Firm Internal Control Over Financial Reporting Board of Directors and Shareholders Insteel Industries, Inc.: Opinion on internal control over ﬁnancial reporting We have audited the internal control over financial reporting of Insteel Industries, Inc. (a North Carolina corporation) and subsidiaries (the “Company”) as of September 28, 2019, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over ﬁnancial reporting as of September 28, 2019, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated ﬁnancial statements of the Company as of and for the year ended September 28, 2019, and our report dated October 25, 2019 expressed an unqualiﬁed opinion on those ﬁnancial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over ﬁnancial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over ﬁnancial reporting based on our audit. We are a public accounting ﬁrm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over ﬁnancial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over ﬁnancial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Deﬁnition and limitations of internal control over ﬁnancial reporting A company’s internal control over ﬁnancial reporting is a process designed to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over ﬁnancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of ﬁnancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the ﬁnancial statements. Because of its inherent limitations, internal control over ﬁnancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Grant Thornton LLP Charlotte, North Carolina October 25, 2019 44 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com Item 13 Certain Relationships and Related Transactions, and Director Independence PART III Item 9B Other Information None. PART III Item 10 Directors, Executive Ofﬁcers and Corporate Governance The information called for by this item and not presented herein appears under the captions “Item Number One: Election of Directors”, “Security Ownership of Directors and Executive Ofﬁcers – Delinquent Section 16(a) Reports” and “Corporate Governance Guidelines and Board Matters” in our Proxy Statement for the 2020 Annual Meeting of Shareholders and is incorporated herein by reference. Information on executive ofﬁcers appears under the caption “Executive Ofﬁcers of the Company” in Part I of this report. We have adopted a Code of Business Conduct that applies to all directors, ofﬁcers and employees, which is available on our website at https://insteelgcs.gcs-web.com/corporate-governance/governance-documents. To the extent permissible under applicable law (the rules of the SEC or Nasdaq listing standards), we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting on our website any amendment or waiver to a provision of our Code of Business Conduct that requires disclosure under applicable law (the rules of the SEC or Nasdaq listing standards). Our website does not constitute part of this Annual Report on Form 10-K. Item 11 Executive Compensation The information called for by this item appears under the captions “Executive Compensation”, “Compensation Committee Interlocks and Insider Participation” and “Director Compensation” in our Proxy Statement for the 2020 Annual Meeting of Shareholders and is incorporated herein by reference. Item 12 Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Matters The information called for by this item appears under the captions “Security Ownership of Certain Beneﬁcial Owners”, “Security Ownership of Directors and Executive Ofﬁcers” and “Equity Compensation Plan Information” in our Proxy Statement for the 2020 Annual Meeting of Shareholders and is incorporated herein by reference. Item 13 Certain Relationships and Related Transactions, and Director Independence The information called for by this item appears under the captions “Certain Relationships and Related Person Transactions” and “Corporate Governance Guidelines and Board Matters” in our Proxy Statement for the 2020 Annual Meeting of Shareholders and is incorporated herein by reference. INSTEEL INDUSTRIES INC. ❘ Form 10-K 45 PART III Item 14 Principal Accounting Fees and Services Item 14 Principal Accounting Fees and Services The information called for by this item appears under the caption “Item Number Four: Ratiﬁcation of the Appointment of Grant Thornton LLP” in our Proxy Statement for the 2020 Annual Meeting of Shareholders and is incorporated herein by reference. PART IV Item 15 Exhibits, Financial Statement Schedules (a)(1) Financial Statements The ﬁnancial statements as set forth under Item 8 are ﬁled as part of this report. (a)(2) Financial Statement Schedules Supplemental Schedule II - Valuation and Qualifying Accounts appears on page 43 of this report. All other schedules have been omitted because they are either not required or not applicable. (a)(3) Exhibits The list of exhibits ﬁled as part of this annual report is set forth on the Exhibit Index immediately preceding the signatures to this annual report and is incorporated herein by reference. (b) Exhibits See Exhibit Index on pages 47-49. (c) Financial Statement Schedules See Item 15(a)(2) above. Item 16 Form 10-K Summary None. 46 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com PART IV Exhibit Index Exhibit Index Exhibit Number Description 2.1 3.1 3.2 3.3 3.4 3.5 4.1 4.2 4.3 4.4 10.1 10.2 10.3 10.4 10.5 10.6* 10.7* Asset Purchase Agreement between Insteel Wire Products Company and American Spring Wire Corporation dated as of August 9, 2014 (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K ﬁled on August 11, 2014). Restated Articles of Incorporation for the Company (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 ﬁled on May 2, 1985). Articles of Amendment to the Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated May 3, 1988). Articles of Amendment to the Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 1999 ﬁled on May 14, 1999). Articles of Amendment to the Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2010 ﬁled on April 26, 2010). Bylaws of the Company (as last amended December 19, 2016) (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q ﬁled on January 19, 2017). Rights Agreement dated April 27, 1999 by and between the Company and First Union National Bank, as Rights Agent (incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form 8-A ﬁled on May 7, 1999). Amendment No. 1 to the Rights Agreement dated as of April 25, 2009, between the Company and American Stock Transfer & Trust Company, LLC (as Successor Rights Agent to First Union National Bank) (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K ﬁled on April 27, 2009). Amendment No. 2 to the Rights Agreement, dated as of November 15, 2018, by and between the Company and American Stock Transfer & Trust Company, LLC (as Successor Rights Agent to First union National Bank) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K ﬁled on November 19, 2018) Description of Securities Second Amended and Restated Credit Agreement dated as of June 2, 2010, among Insteel Wire Products Company, as Borrower; Insteel Industries, Inc., as a Credit Party; Intercontinental Metals Corporation, as a Credit Party; and General Electric Capital Corporation, as Agent and Lender (incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q ﬁled on April 26, 2011). First Amendment to Second Amended and Restated Credit Agreement dated as of February 6, 2012, among Insteel Wire Products Company, as Borrower; Insteel Industries, Inc. as a Credit Party; Intercontinental Metals Corporation, as a Credit Party; and General Electric Capital Corporation, as Agent and Lender (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K ﬁled on February 6, 2012). Second Amendment to Second Amended and Restated Credit Agreement dated as of May 13, 2015, among Insteel Wire Products Company, as Borrower; Insteel Industries, Inc., as a Credit Party; Intercontinental Metals Corporation, as a Credit Party; and General Electric Capital Corporation, as Agent and Lender (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K ﬁled on May 14, 2015). Third Amended and Restated Credit Agreement dated as of May 15, 2019, among Insteel Wire Products Company, as Borrower; Insteel Industries, Inc., as a Credit Party; and Wells Fargo Bank, as Agent and Lender (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K ﬁled on May 16, 2019). Guaranty and Second Amended and Restated Security Agreement dated as of May 15, 2019, among Insteel Industries, Inc., Insteel Wire Products Company, Intercontinental Metals Corporation, and Wells Fargo Bank, as administrative agent (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K ﬁled May 16, 2019) Form of Amended and Restated Change in Control Severance Agreements between the Company and each of H.O. Woltz III and Michael C. Gazmarian, respectively, each dated November 14, 2006; each agreement is substantially identical to the form in all material respects (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Form 8-K ﬁled on November 16, 2006). Form of Amended and Restated Severance Agreements with H.O. Woltz III and Michael C. Gazmarian dated November 14, 2006 (each agreement is substantially identical to the form in all material respects) (incorporated by reference to Exhibit 99.6 of the Company's Current Report on Form 8-K ﬁled on November 16, 2006). INSTEEL INDUSTRIES INC. ❘ Form 10-K 47 PART IV Exhibit Index Exhibit Number 10.8* 10.9* 10.10* 10.11* 10.12* 10.13* 10.14* 10.15* 10.16* 10.17* 10.18* 10.19* 10.20* 10.21* 10.22* 21.1 23.1 31.1 31.2 32.1 32.2 Description Change in Control Severance Agreement between the Company and James F. Petelle dated November 14, 2006 (incorporated by reference to Exhibit 99.3 of the Company’s Current Report on Form 8-K ﬁled on November 16, 2006). Amended and Restated Retirement Security Agreement by and between the Company and H.O. Woltz III dated September 19, 2007 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K ﬁled on September 21, 2007). Form of Retirement Security Agreement between the Company and each of Michael C. Gazmarian, James F. Petelle and Richard T. Wagner, respectively, dated September 19, 2007; each agreement is substantially identical to the form in all material respects (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K ﬁled on September 21, 2007). Letter of Employment between the Company and James F. Petelle, dated August 23, 2006 (incorporated by reference to Exhibit 99.7 of the Company’s Current Report on Form 8-K ﬁled on November 16, 2006). Relocation Proposal between the Company and James F. Petelle, dated August 23, 2006 (incorporated by reference to Exhibit 10.20.1 of the Company's Annual Report on Form 10-K for the year ended October 3, 2009 ﬁled on November 9, 2009). Addendum to Relocation Proposal between the Company and James F. Petelle, dated September 18, 2009 (incorporated by reference to Exhibit 10.20.2 of the Company's Annual Report on Form 10-K for the year ended October 3, 2009 ﬁled on November 9, 2009). Amended and Restated Change in Control Severance Agreement between the Company and Richard T. Wagner dated November 14, 2006 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K ﬁled on February 15, 2007). 2005 Equity Incentive Plan of Insteel Industries, Inc., as amended on November 8, 2011 (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the ﬁscal year ended October 1, 2011 ﬁled on November 10, 2011). Summary of amendments to the Insteel Industries, Inc. Director Compensation Plan (incorporated by reference to exhibit 10.23 of the Company's Annual Report on Form 10-K for the ﬁscal year ended September 27, 2008 ﬁled on November 18, 2008). Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K ﬁled on January 23, 2009). Insteel Industries, Inc. Return on Capital Incentive Compensation Plan (as amended and restated effective August 12, 2008) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K ﬁled on February 13, 2009). Form of Amendment to 2005 Equity Incentive Plan of Insteel Industries, Inc. dated August 20, 2013 (incorporated by reference to Exhibit 10.20 of the Company's Annual Report on Form 10-K ﬁled on October 29, 2013). 2015 Equity Incentive Plan of Insteel Industries, Inc. (incorporated by reference to Exhibit 99 ﬁled with the Company’s Registration Statement on Form S-8, ﬁled with the SEC on February 17, 2015 (File No. 333-202128)). Form of Restricted Stock Unit Agreement under the 2015 Equity Incentive Plan of Insteel Industries, Inc. Form of Stock Option Agreement under the 2015 Equity Incentive Plan of Insteel Industries, Inc. List of Subsidiaries of Insteel Industries, Inc. at September 28, 2019. Consent of Independent Registered Public Accounting Firm. Certiﬁcation of the Chief Executive Ofﬁcer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certiﬁcation of the Chief Financial Ofﬁcer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certiﬁcation of the Chief Executive Ofﬁcer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Certiﬁcation of the Chief Financial Ofﬁcer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 48 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com PART IV Exhibit Index Exhibit Number 101 Description The following ﬁnancial information from our Annual Report on Form 10-K for the ﬁscal year ended September 28, 2019, ﬁled on October 25, 2019, formatted in XBRL (eXtensible Business Reporting Language) includes: (i) the Consolidated Statements of Operations for the years ended September 28, 2019, September 29, 2018 and September 30, 2017, (ii) the Consolidated Statements of Comprehensive Income for the years ended September 28, 2019, September 29, 2018 and September 30, 2017, (iii) the Consolidated Balance Sheets as of September 28, 2019 and September 29, 2018, (iv) the Consolidated Statements of Cash Flows for the years ended September 28, 2019, September 29, 2018 and September 30, 2017, (v) the Consolidated Statements of Shareholders’ Equity as of September 28, 2019, September 29, 2018 and September 30, 2017 and (vi) the Notes to Consolidated Financial Statements. * Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate. Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 1-09929. INSTEEL INDUSTRIES INC. ❘ Form 10-K 49 PART IV Signatures Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INSTEEL INDUSTRIES, INC. Registrant By: /S/ MICHAEL C. GAZMARIAN Michael C. Gazmarian Vice President, Chief Financial Ofﬁcer and Treasurer Date: October 25, 2019 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on October 25, 2019 below by the following persons on behalf of the registrant and in the capacities indicated: Name and Signature /s/ H. O. WOLTZ III H. O. Woltz III /s/ MICHAEL C. GAZMARIAN Michael C. Gazmarian /s/ SCOT R. JAFROODI Scot R. Jafroodi /s/ ABNEY S. BOXLEY III Abney S. Boxley III /s/ ANNE H. LLOYD Anne H. Lloyd /s/ W. ALLEN ROGERS II W. Allen Rogers II /s/ JON M. RUTH Jon M. Ruth /s/ JOSEPH A. RUTKOWSKI Joseph A. Rutkowski /s/ G. KENNEDY THOMPSON G. Kennedy Thompson Position(s) President, Chief Executive Ofﬁcer and Chairman of the Board (Principal Executive Ofﬁcer) Vice President, Chief Financial Ofﬁcer and Treasurer (Principal Financial Ofﬁcer) Chief Accounting Ofﬁcer and Corporate Controller (Principal Accounting Ofﬁcer) Director Director Director Director Director Director 50 INSTEEL INDUSTRIES INC. ❘ Form 10-K www.insteel.com This page intentionally left blank This page intentionally left blank Investor Relations For information on Insteel, additional copies of this report or other financial information, contact Michael C. Gazmarian, Vice President, Chief Financial Officer and Treasurer, at our headquarters. You may also visit the Investors section of our web site at http://insteelgcs.gcs-web.com. FORWARD-LOOKING STATEMENTS Any statements in this 2019 Annual Report that are not entirely historical in nature constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For important information regarding forward-looking statements, please read the “Cautionary Note Regarding Forward-Looking Statements” on page 4 of Insteel’s Annual Report on Form 10-K for the year ended September 28, 2019, which is included as part of this 2019 Annual Report. CORPORATE INFORMATION BOARD OF DIRECTORS EXECUTIVE OFFICERS Abney S. Boxley, III(2,3) President, Eastern Region Summit Materials, Inc. Anne H. Lloyd(1,2) Retired Executive Vice President and Chief Financial Officer Martin Marietta Materials, Inc. W. Allen Rogers II(1,3) Lead Independent Director Principal Ewing Capital Partners, LLC Partner Peter Browning Partners, LLC Jon M. Ruth(2,3) Retired Vice President Cargill Joseph A. Rutkowski(2,3) Principal Winyah Advisors LLC G. Kennedy Thompson(1,2) Retired Partner Aquiline Capital Partners LLC H.O. Woltz III Chairman, President and Chief Executive Officer Insteel Industries, Inc. (1) Member of the Audit Committee (2) Member of the Executive Compensation Committee (3) Member of the Nominating and Governance Committee H.O. Woltz III Chairman, President and Chief Executive Officer Michael C. Gazmarian Vice President, Chief Financial Officer and Treasurer James F. Petelle Vice President—Administration and Secretary Richard T. Wagner Vice President and General Manager— Concrete Reinforcing Products Business Unit, Insteel Wire Products Company SHAREHOLDER INFORMATION Corporate Headquarters 1373 Boggs Drive Mount Airy, North Carolina 27030 (336) 786-2141 Independent Registered Public Accounting Firm Grant Thornton LLP Charlotte, North Carolina Annual Meeting Insteel shareholders are invited to attend our annual meeting, which will be held on Tuesday, February 11, 2020 at 9:00 a.m. ET at the Cross Creek Country Club, 1129 Greenhill Road, Mount Airy, North Carolina 27030. Common Stock Insteel’s common stock trades on the Nasdaq Global Select Market under the symbol IIIN. As of October 23, 2019, there were 531 shareholders of record. Shareholder Services For change of name, address or ownership of stock; to replace lost stock certificates; or to consolidate accounts, please contact: AST, LLC Operations Center 6201 15th Avenue Brooklyn, New York 11219 (800) 937-5449 www.astfinancial.com 1373 Boggs Drive Mount Airy, North Carolina 27030 www.insteel.com F F 1 H 0 - 0 7 7 F F 1 0 - 0 7 H FFF F 1 0 - 0 7 HH 00 00 0 00 1 1 1 1 H H H FF 1 6 6 - 0 1 H F F 1 1 6 6 - - 0 0 FF F F F 1 1 1 1 1 1 H 2 2 221 1 1 - - 0 0 2 2 F F F 3 3 3 F F 3 3 3 33 3 3 3 3 3 00 0 0 2 2 2 F F 3 3 1 1 1 11 111111 1 1 1111111 1 1 - - 0 0 0 2 2 F F 3 3 1 1 - 0 2 F F 3 3 1 1 - 0 2 F F F 3 3 3 1 1 - 0 2 1 1 - 0 2 F 3 8 8 8 F F F F - - - 3 3 3 3 0 0 0 0 1 1 1 2 2 2 2 - - 0 0 2 F F F F 6 6 6 1 1 1 1 - 0 0 0 0 - 1 HHH 0 0 H F F FFFFFFFFFFFFFFFF F F FFFFFF FFF FFFFFFFFFF FF FF FF FF FFFFFFF 1 1 1 1 1 1 1 1 1 1 1 1 1 0 0 7 7 F 1 6 - - HH - 0 0 7 7 FF F F F FF FFF F F FF F F 1 1 1 11 1 11 1 11 1 11 11 11 1 1 1 1 1 1 11 1 0 0 F F F F 1 1 6 6 6 6 6 6 666 6 666 6 6 6 6 66 666 66 6666 666 66666 6 66666 66666 6 66 6 6666 6 6 66 6 666 1 - 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3 3 0 0 2 2 F F F F - 2 2 2 2 F F - 3 3 3 3 3 0 33 3 3 3 0 22 2 2 2 2 F F F - 2 2 2 2 2 F - 3 3 3 3 0 3 0 2 2 2 2 2 F - - 3 0 0 2 2 F - 2 2 F 3 F 3 5 5 - - 00 0 0 3 3 25 2 2 5 5 5 F 3 - - - - 0 0 0 0 0 0 0 2 2 2 2 2 F 3 5 5 - - 0 0 0 0 2 2 2 5 5 - - 0 0 2 2 F F F F F 3 3 3 3 3 5 5 - - 0 0 F 8 8 3 - - 0 0 2 F F 8 8 33 3 3 - - 0 0 2 F 8 8 88 88 8 8 8 8 8 8 88 8 8 8 8 8 3 - - - - - - - - - - - - - - - - - - - - - 0 0 000 00 0 00 00 000 0 00 000 00 0 0 0 0000 0 00 0 0 0 0 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2 2 F 3 8 - - 0 0 22 2 2 2 2 2 2 2 2 2 2 2 2 2 F F 8 3 3 8F 8 F F 3 3 3 - 0 00 - 0 0 2 2 2 2 2 8 8 8 - - - - 00 0 0 0 2 2 F F 2 F 2 F 1 2 F 1 1 2 - - 0 0 0 0 0 - - 0 0 0 0 2 2 2 2 F 1 2 F 1 2 - 0 0 - 0 0 2 2 2 2 2 2 2 F F 1 2 2 F 1 1 2 - - 0 0 0 - 0 0 2 2 2 2 F F F 1 2 2 2 1 1 F - 0 0 0 0 0 - - 0 0 0 0 22 2 2 2 2 22 F - 3 0 3 0 2 2 F - - - 2 2 2 F - - 3 0 0 0 0 3 000 0 0 0 2 2 2 2 2 2 F - - 2 2 2 2 2 F - 3 00 0 0 0 0 0 3 0 0 2 2 2 2 2 2 2 2 2 - 0 0 2 2 - 00 0 0 22 2 2 F 2 2 2 2 2 2 F 2 1 1 - 2 0 1 1 F - - 2 0 1 2 F - - 2 0 0 1 2 F - - 1 1 2 F - - 2 0 0 2 00 0 0 0 1 1 2 F - - 1 1 2 2 2 2 F - - 2 00 0 0 0 2 0 0 0 0 1 2 2 2 2 - 1 22 2 2 2 0 - 0 2 F 2 2 F 2 2 9 9 - 0 F 2 2 9 9 - 0 2 F F 9 9 22 2 F F F F 2 2 2 2 2 2 2 9 9 - 0 - 0 2 9 9 9 9 9 9 9 - - 2 F 2 F 3 3 3 F F 3 3 1 1 1 1 - - - 3 3 0 0 111 1 1 1 F - - 11 11 1 1 1 2 F - - 3 0 0 3 0 0 0 1 1 2 F F F - 1 1 2 F - 3 3 33 3 0 3 0 11111111111111111111 11 1 111111111111111111 1 2 1 1 2 - - - 00 0 0 2 2 - - 0 0 2 F F 00 0 0 2 2 2 2 F F F F 2 2 9 - 2 2 0 9 F F - 2 2 0 9 2 F F - 9 2 F F - 2 2 0 2 2 2 2 0 9 9 2 F F - 22 2 2 0 9 9 9 9 9 2 F F - - - 9 9 9 9 2 F - - 2 2 2 2 0 0 0 2 0 9 9 9 9 2 F - - - 2 0 0 9 2 9 2 - 0 2 - 0 2 F F 2 2 2 F F 2 2 7 7 7 7 - - - - 2 2 0 0 0 77 7 7 7 F - - 2 0 0 77 77 7 7 7 2 F - - 7 7 2 F F F F - 2 0 0 0 2 2 2 2 2 2 0 7 7 2 F - 7 7 777777777777 77777777777 777777777777777 7 777777777 7 7 2 F - - - - 2 0 2 0 0 0 0 0 7 7 2 F F - 2 2 2 0 7 7 2 2 2 - 7 7 7 2 0 - 0 0 2 2 F F 3 3 F F 3 F F 3 9 F F F - 3 3 3 0 9 9 9 2 - 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7 22 2 F - 2 0 0 2 0 7 22 2 F

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