UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): January 15, 2015

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Commission File Number 1-9929

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Insteel Industries, Inc.

(Exact name of registrant as specified in its charter)

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North Carolina (State or other jurisdiction of incorporation or organization)	�	56-0674867 (I.R.S. Employer Identification No.)
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1373 Boggs Drive, Mount Airy, North Carolina (Address of principal executive offices)	�	27030 (Zip Code)

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Registrants telephone number, including area code: (336) 786-2141

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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	Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
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	Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)
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	Pre-commencement communications pursuant to Rule�14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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	Pre-commencement communications pursuant to Rule�13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02. Results of Operations and Financial Condition

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On January 15, 2015, Insteel Industries, Inc. issued a News Release regarding its financial results for the first fiscal quarter ended December 27, 2014. A copy of the News Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 2.02 of this Current Report on Form 8-K, including the related information in Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01. Financial Statements and Exhibits

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(d)�����Exhibits

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Exhibit 99.1

News Release dated January 15, 2015 announcing first fiscal quarter 2015 financial results of Insteel Industries, Inc.

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SIGNATURES

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Pursuant to the requirements 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.

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INSTEEL INDUSTRIES, INC.

Registrant

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Date: January 15, 2015	�	By:	/s/ Michael C. Gazmarian
�	�	�	�����Michael C. Gazmarian
�	�	�	�����Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

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Exhibit Number	� Description
99.1	News Release dated January 15, 2015 announcing first fiscal quarter 2015 financial results of Insteel Industries, Inc.

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Exhibit 99.1

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NEWS RELEASE

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FOR IMMEDIATE RELEASE	�	�	Contact:	�	Michael C. Gazmarian
�	�	�	�	�	Vice President, Chief Financial Officer and Treasurer Insteel Industries, Inc. (336) 786-2141, Ext. 3020

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INSTEEL INDUSTRIES REPORTS FIRST QUARTER FINANCIAL RESULTS

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MOUNT AIRY, N.C., January 15, 2015  Insteel Industries, Inc. (NasdaqGS: IIIN) today announced financial results for its first quarter ended December 27, 2014.

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First Quarter 2015 Results

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Net earnings for the first quarter of fiscal 2015 increased to $4.2 million, or $0.22 per diluted share from $2.7 million, or $0.15 per share in the same period a year ago. Net sales increased 26.8% to $110.6 million from $87.2 million in the same period a year ago due to the August 2014 acquisition of the prestressed concrete strand (PC strand) business of American Spring Wire Corporation together with higher sales at Insteels other facilities. Shipments increased 20.9% from the prior year quarter and average selling prices increased 4.9%. On a sequential basis, shipments decreased 6.7% from the fourth quarter of fiscal 2014 reflecting the usual seasonal slowdown in construction activity while average selling prices increased 1.3%.

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Insteels first-quarter results were favorably impacted by higher spreads between selling prices and raw material costs and the increase in shipments, partially offset by higher conversion costs relative to the prior year quarter. Capacity utilization for the quarter was 54% compared with 47% in the prior year quarter and 57% in the fourth quarter of fiscal 2014.

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Balance Sheet and Liquidity

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Operating activities used $9.5 million of cash while providing $6.3 million in the prior year period primarily due to the relative changes in net working capital. Net working capital used $17.9 million of cash while providing $0.5 million in the same period a year ago largely due to the current year reduction in accounts payable resulting from lower raw material purchases. Capital expenditures were $3.5 million and are expected to range from $11.0 to $13.0 million for fiscal 2015. Insteel ended the quarter with $10.0 million of borrowings outstanding on its $100.0 million revolving credit facility.

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Outlook

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We made substantial progress during the quarter in ramping up the operating levels of our Gallatin, Tennessee PC strand facility following the completion of the repair work related to the January 2014 fire, commented H.O. Woltz III, Insteels president and CEO. The completion of this project will enable us to consider alternative manufacturing configurations for our PC strand business that are more cost effective while continuing to satisfy the requirements of our customers.

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1373 BOGGS DRIVE, MOUNT AIRY, NC 27030/PHONE: (336) 786-2141/FAX: (336) 786-2144

WWW.INSTEEL.COM

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Page 2 of 6

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Looking ahead, we are encouraged by the continued improvement in the leading indicators for our nonresidential construction end-markets. Customer sentiment for 2015 remains positive and the recovery appears to be gaining momentum, which should favorably impact our shipment and production volumes. In addition, we have intensified our process improvement initiatives across all our operations and expect to realize significant improvements in our conversion costs over the remainder of the year.

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Conference Call

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Insteel will hold a conference call at 10:00 a.m. ET today to discuss its first quarter financial results. A live webcast of this call can be accessed on Insteels website at http://investor.insteel.com/events.cfm and will be archived for replay until the next quarterly conference call.

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About Insteel

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Insteel is the nations largest manufacturer of steel wire reinforcing products for concrete construction applications. Insteel manufactures and markets PC strand and welded wire reinforcement, including engineered structural mesh (ESM), concrete pipe reinforcement and standard welded wire reinforcement. Insteels products are sold primarily to manufacturers of concrete products that are used in nonresidential construction. Headquartered in Mount Airy, North Carolina, Insteel operates eleven manufacturing facilities located in the United States.

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Cautionary Note Regarding Forward-Looking Statements

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This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words believes, anticipates, expects, estimates, appears, plans, intends, may, should, could and similar expressions are intended to identify forward-looking statements. Although Insteel believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, such forward-looking statements are subject to a number of risks and uncertainties, and Insteel can provide no assurances that such plans, intentions or expectations will be achieved. Many of these risks and uncertainties are discussed in detail in Insteels periodic and other reports and statements that it files with the U.S. Securities and Exchange Commission (the SEC), in particular in its Annual Report on Form 10-K for the year ended September 27, 2014. You should carefully review these risks and uncertainties.

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Page 3 of 6

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All forward-looking statements attributable to Insteel or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. All forward-looking statements speak only to the respective dates on which such statements are made and Insteel does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as may be required by law. It is not possible to anticipate and list all risks and uncertainties that may affect Insteels future operations or financial performance; however, they include, but are not limited to, the following: general economic and competitive conditions in the markets in which Insteel operates; the continuation of reduced spending for nonresidential and residential construction and the impact on demand for Insteels products; changes in the amount and duration of transportation funding provided by federal, state and local governments and the impact on spending for infrastructure construction and demand for Insteels products; the cyclical nature of the steel and building material industries; credit market conditions and the relative availability of financing for Insteel, its customers and the construction industry as a whole; fluctuations in the cost and availability of Insteels primary raw material, hot-rolled steel wire rod, from domestic and foreign suppliers; competitive pricing pressures and Insteels ability to raise selling prices in order to recover increases in wire rod costs; changes in United States or foreign trade policy affecting imports or exports of steel wire rod or Insteels products; unanticipated changes in customer demand, order patterns and inventory levels; the impact of weak demand and reduced capacity utilization levels on Insteels unit manufacturing costs; Insteels ability to further develop the market for ESM and expand its shipments of ESM; legal, environmental, economic or regulatory developments that significantly impact Insteels operating costs; unanticipated plant outages, equipment failures or labor difficulties; continued escalation in certain of Insteels operating costs; and the other risks and uncertainties discussed in Insteels Annual Report on Form 10-K for the year ended September 27, 2014 and in other filings made by Insteel with the SEC.

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Page 4 of 6

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INSTEEL�INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except for per share data)

(Unaudited)

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�	�	Three Months Ended						�
�	�	December 27,		�	�	December 28,		�
�	�	2014		�	�	2013		�
Net sales	�	$	110,628	�	�	$	87,218	�
Cost of sales	�	�	98,585	�	�	�	78,163	�
Gross profit	�	�	12,043	�	�	�	9,055	�
Selling, general and administrative expense	�	�	5,652	�	�	�	4,705	�
Other income, net	�	�	(40	)	�	�	(32	)
Interest expense	�	�	94	�	�	�	56	�
Interest income	�	�	-	�	�	�	(5	)
Earnings before income taxes	�	�	6,337	�	�	�	4,331	�
Income taxes	�	�	2,187	�	�	�	1,584	�
Net earnings	�	$	4,150	�	�	$	2,747	�
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Net earnings per share:	�	�	�	�	�	�	�	�
Basic	�	$	0.23	�	�	$	0.15	�
Diluted	�	�	0.22	�	�	�	0.15	�
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Weighted average shares outstanding:	�	�	�	�	�	�	�	�
Basic	�	�	18,377	�	�	�	18,189	�
Diluted	�	�	18,820	�	�	�	18,587	�
�	�	�	�	�	�	�	�	�
Cash dividends declared per share	�	$	0.03	�	�	$	0.03	�

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Page 5 of 6

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INSTEEL�INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

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(Unaudited)

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(Unaudited)

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December 27,

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September 27,

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December 28,

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2014

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2014

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2013

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Assets

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Current assets:

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Cash and cash equivalents

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$

11

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$

3,050

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$

18,985

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Accounts receivable, net

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40,688

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51,211

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33,754

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Inventories

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87,464

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81,899

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70,026

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Other current assets

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4,784

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6,433

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4,804

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Total current assets

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132,947

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142,593

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127,569

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Property, plant and equipment, net

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91,443

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90,386

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83,447

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Intangibles, net

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9,600

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9,816

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1,630

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Goodwill

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6,965

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6,965

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Other assets

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7,102

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7,035

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6,749

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Total assets

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$

248,057

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$

256,795

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$

219,395

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Liabilities and shareholders' equity

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Current liabilities:

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Accounts payable

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$

30,874

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$

52,811

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$

34,861

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Accrued expenses

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9,096

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10,375

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6,696

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Total current liabilities

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39,970

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63,186

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41,557

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Long-term debt

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10,000

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-

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-

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Other liabilities

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15,163

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14,726

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14,349

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Shareholders' equity:

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Common stock

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18,377

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18,377

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18,202

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Additional paid-in capital

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59,309

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58,867

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55,667

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Retained earnings

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107,028

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103,429

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91,182

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Accumulated other comprehensive loss

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(1,790

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(1,790

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(1,562

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Total shareholders' equity

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182,924

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178,883

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163,489

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Total liabilities and shareholders' equity

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$

248,057

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$

256,795

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$

219,395

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Page 6 of 6

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INSTEEL INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

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�	�	Three Months Ended						�
�	�	December 27,		�	�	December 28,		�
�	�	2014		�	�	2013		�
Cash Flows From Operating Activities:	�	�	�	�	�	�	�	�
Net earnings	�	$	4,150	�	�	$	2,747	�
Adjustments to reconcile net earnings to net cash provided by (used for) operating activities:	�	�	�	�	�	�	�	�
Depreciation and amortization	�	�	2,869	�	�	�	2,424	�
Amortization of capitalized financing costs	�	�	26	�	�	�	26	�
Stock-based compensation expense	�	�	442	�	�	�	408	�
Deferred income taxes	�	�	935	�	�	�	319	�
Excess tax benefits from stock-based compensation	�	�	-	�	�	�	(86	)
Gain on sale of property, plant and equipment	�	�	(77	)	�	�	-	�
Increase in cash surrender value of life insurance policies over premiums paid	�	�	(136	)	�	�	(289	)
Net changes in assets and liabilities (net of assets and liabilities acquired):	�	�	�	�	�	�	�	�
Accounts receivable, net	�	�	10,360	�	�	�	7,356	�
Inventories	�	�	(5,565	)	�	�	(11,233	)
Accounts payable and accrued expenses	�	�	(22,716	)	�	�	4,387	�
Other changes	�	�	199	�	�	�	263	�
Total adjustments	�	�	(13,663	)	�	�	3,575	�
Net cash provided by (used for) operating activities	�	�	(9,513	)	�	�	6,322	�
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Cash Flows From Investing Activities:	�	�	�	�	�	�	�	�
Capital expenditures	�	�	(3,515	)	�	�	(1,984	)
Acquisition of business	�	�	411	�	�	�	-	�
Proceeds from sale of property, plant and equipment	�	�	89	�	�	�	-	�
Proceeds from surrender of life insurance policies	�	�	40	�	�	�	28	�
Increase in cash surrender value of life insurance policies	�	�	-	�	�	�	(99	)
Net cash used for investing activities	�	�	(2,975	)	�	�	(2,055	)
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Cash Flows From Financing Activities:	�	�	�	�	�	�	�	�
Proceeds from long-term debt	�	�	47,757	�	�	�	118	�
Principal payments on long-term debt	�	�	(37,757	)	�	�	(118	)
Cash dividends paid	�	�	(551	)	�	�	(546	)
Cash received from exercise of stock options	�	�	-	�	�	�	12	�
Excess tax benefits from stock-based compensation	�	�	-	�	�	�	86	�
Payment of employee tax withholdings related to net share transactions	�	�	-	�	�	�	(274	)
Net cash provided by (used for) financing activities	�	�	9,449	�	�	�	(722	)
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Net increase (decrease) in cash and cash equivalents	�	�	(3,039	)	�	�	3,545	�
Cash and cash equivalents at beginning of period	�	�	3,050	�	�	�	15,440	�
Cash and cash equivalents at end of period	�	$	11	�	�	$	18,985	�
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Supplemental Disclosures of Cash Flow Information:	�	�	�	�	�	�	�	�
Cash paid during the period for:	�	�	�	�	�	�	�	�
Interest	�	$	16	�	�	$	2	�
Income taxes, net	�	�	45	�	�	�	33	�
Non-cash investing and financing activities:	�	�	�	�	�	�	�	�
Purchases of property, plant and equipment in accounts payable	�	�	206	�	�	�	740	�
Restricted stock units and stock options surrendered for withholding taxes payable	�	�	-	�	�	�	274	�
Post-closing purchase price adjustment for business acquired	�	�	65	�	�	�	-	�

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SEC Filings

Insteel Industries (IIIN) Tops Q1 EPS by 4cJanuary 15, 2015 6:36 AM