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| IIIN > SEC Filings for IIIN > Form 10-K on 9-Nov-2009 | All Recent SEC Filings |
9-Nov-2009
Annual Report
our estimates.
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 management's 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.
Litigation. From time to time, we may be involved in claims, lawsuits and
other proceedings. Such matters involve uncertainty as to the eventual outcomes
and the potential losses that we may ultimately incur. 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.
Assumptions for employee benefit plans. We account for our defined employee
benefit plans, the Insteel Wire Products Company Retirement Income Plan for
Hourly Employees, Wilmington, Delaware (the "Delaware Plan") and the
supplemental employee retirement plans (each, a "SERP") in accordance with FASB
ASC Topic 715, Compensation - Retirement Benefits. Under the provisions of ASC
Topic 715, we recognize net periodic pension costs and value pension assets or
liabilities based on certain actuarial assumptions, principally the assumed
discount rate and the assumed long-term rate of return on plan assets.
The discount rates we utilize for determining net periodic pension costs
and the related benefit obligations for our plans are 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 rates are 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 Delaware Plan was 5.5%, 7.0% and 6.5% for 2009, 2008 and
2007, respectively. The discount rate for the SERPs was 5.5%, 7.0% and 6.25% for
2009, 2008 and 2007, respectively.
The assumed long-term rate of return on plan assets for the Delaware Plan
represents the estimated average rate of return expected to be earned on the
funds invested or to be invested in the plan's assets to fund the benefit
payments inherent in the projected benefit obligations. Unlike the discount
rate, which is adjusted each year based on changes in current long-term interest
rates, the assumed long-term rate of return on plan assets will not necessarily
change based upon the actual short-term performance of the plan assets in any
given year. The amount of net periodic pension cost that is recorded each year
is based on the assumed long-term rate of return on plan assets for the plan and
the actual fair value of the plan assets as of the beginning of the year. We
regularly review our actual asset allocation and, when appropriate, rebalance
the investments in the plan to more accurately reflect the targeted allocation.
For 2009, 2008 and 2007, the assumed long-term rate of return utilized for
plan assets of the Delaware Plan was 8%. We currently expect to use the same
assumed rate for the long-term return on plan assets in 2010. In determining the
appropriateness of this assumption, we considered the historical rate of return
of the plan assets, the current and projected asset mix, our investment
objectives and information provided by our third-party investment advisors.
The projected benefit obligations and net periodic pension cost for the
Delaware Plan 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 management's intentions
regarding future compensation increases, which generally approximates average
long-term inflation rates.
Assumed discount rates and rates of return on plan assets are reevaluated
annually. Changes in these assumptions can result in the recognition of
materially different pension costs over different periods and materially
different asset and liability amounts 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. In addition, an actual return on plan assets for a
given year that is greater than the assumed return on plan assets results in an
actuarial gain, while an actual return on plan assets that is less than the
assumed return results in an actuarial loss. Other actual outcomes that differ
from previous assumptions, such as individuals
living longer or shorter lives than assumed in the mortality tables that are
also used to determine the actuarially-determined present value of estimated
future benefit payments, changes in such mortality tables themselves or plan
amendments will also result in actuarial losses or gains. Under GAAP, actuarial
gains and losses are deferred and amortized into income over future periods
based upon the expected average remaining service life of the active plan
participants (for plans for which benefits are still being earned by active
employees) or the average remaining life expectancy of the inactive participants
(for plans for which benefits are not still being earned by active employees).
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 amounts recognized as net periodic pension cost and as pension assets
or liabilities are based upon the actuarial assumptions discussed above. We
believe that all of the actuarial assumptions used for determining the net
periodic pension costs and pension assets or liabilities related to the Delaware
Plan are reasonable and appropriate. The funding requirements for the Delaware
Plan are based upon applicable regulations, and will generally differ from the
amount of pension cost recognized under ASC Topic 715 for financial reporting
purposes. No contributions were required to be made to the Delaware Plan during
2009, 2008 and 2007.
We currently expect to record net periodic pension costs totaling $199,600
during 2010, although we do not expect any cash contributions to the Delaware
Plan will be required during the year. Contributions to the SERPs are expected
to total $155,000 during 2010, matching the required benefit payments.
A 0.25% decrease in the assumed discount rate for the Delaware Plan would
have increased our projected and accumulated benefit obligations as of
October 3, 2009 by approximately $90,200 and the expected net periodic pension
cost for 2010 by approximately $3,400. A 0.25% decrease in the assumed discount
rate for our SERPs would have increased our projected and accumulated benefit
obligations as of October 3, 2009 by approximately $182,000 and $137,000,
respectively, and increased the net periodic pension cost for 2010 by
approximately $16,000.
A 0.25% decrease in the assumed long-term rate of return on plan assets for
the Delaware Plan would have increased the expected net periodic pension cost
for 2010 by approximately $7,100.
Recent Accounting Pronouncements.
Current Adoptions
In June 2009, FASB issued Accounting Standards Update (ASU) No. 2009-01,
the FASB Accounting Standards Codification™ ("Codification") and the Hierarchy
of Generally Accepted Accounting Principles ("ASU 2009-01"). This update
established the Codification as the source of authoritative accounting
principles recognized by the FASB in the preparation of financial statements in
conformity with GAAP. All existing accounting standard documents will be
superseded and all other accounting literature not included in the Codification
will be considered nonauthoritative. As the Codification was not intended to
change or alter existing GAAP, the adoption of ASU 2009-01 did not have an
impact on our consolidated financial statements.
In August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at
Fair Value ("ASU 2009-05"). This update provides amendments to ASC Topic 820,
Fair Value Measurement and Disclosure, for the fair value measurement of
liabilities. The purpose of this amendment is to reduce ambiguity in financial
reporting when measuring the fair value of liabilities. The adoption of ASU
2009-05 did not have an impact on our consolidated financial statements.
Future Adoptions
In December 2007, the FASB amended certain provisions of ASU Topic 805,
Business Combinations (previously reported as Statement of Financial Accounting
Standards "SFAS" No. 141R, "Business Combinations"). This amendment requires the
acquiring entity in a business combination to recognize all the assets acquired
and liabilities assumed in the transaction; establishes the acquisition-date
fair value as the measurement objective for all assets acquired and liabilities
assumed; and requires the acquirer to disclose all of the information required
to evaluate and understand the nature and financial effect of the business
combination. This amendment is effective for acquisition dates on or after the
beginning of the first annual reporting period beginning after December 15, 2008
and is not expected to have a material effect on our consolidated financial
statements to the extent that we do not enter into business combinations
subsequent to adoption.
In December 2007, the FASB amended certain provisions of ASU Topic 810,
Consolidation (previously reported as SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements"). This amendment establishes accounting and
reporting standards for non-controlling interests in subsidiaries and for the
deconsolidation of subsidiaries. This amendment also clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. This amendment is effective for fiscal years beginning
after December 15, 2008 and is not expected to have a material effect on our
consolidated financial statements to the extent that we do not obtain any
minority interests in subsidiaries subsequent to adoption.
In June 2008, the FASB amended certain provisions of ASU Topic 260,
Earnings per Share (previously reported as FASB Staff Position "FSP" Emerging
Issues Task Force "EITF" No. 03-6-1, "Determining Whether Instruments Granted in
Share-Based Payment Transactions are Participating Securities"). This amendment
requires that unvested share-based payment awards that contain nonforfeitable
rights to dividends or dividend equivalents (whether paid or unpaid) are
participating securities and shall be included in the computation of earnings
per share pursuant to the two-class method. This amendment is effective for
financial statements issued for fiscal years beginning after December 15, 2008
and interim periods within those years, and requires that all prior period
earnings per share data presented (including interim financial statements,
summaries of earnings and selected financial data) be adjusted retrospectively
to conform to its provisions. We are currently evaluating the impact, if any,
that the adoption of this amendment will have on our consolidated financial
statements.
In December 2008, the FASB amended certain provisions of ASU Topic 715,
Compensation - Retirement Benefits (previously reported as FSP No. FAS 132(R)-1,
"Employers' Disclosures about Postretirement Benefit Plan Assets"). This
amendment requires objective disclosures about postretirement benefit plan
assets including investment policies and strategies, categories of plan assets,
fair value measurements of plan assets and significant concentrations of risk.
This amendment is effective, on a prospective basis, for fiscal years ending
after December 15, 2009. We are currently evaluating the impact, if any, that
the adoption of this amendment will have on our consolidated financial
statements.
Results of Operations
Statements of Operations - Selected Data
(Dollars in thousands)
Year Ended
October 3, September 27, September 29, September 30,
2009 Change 2008 Change 2007 Change 2006
Net sales $ 230,236 (34.9 %) $ 353,862 18.8 % $ 297,806 (9.6 %) $ 329,507
Gross profit (loss) (15,093 ) (117.4 %) 86,755 54.8 % 56,061 (20.9 %) 70,871
Percentage of net
sales (6.6 %) 24.5 % 18.8 % 21.5 %
Selling, general and
administrative expense $ 17,243 (7.4 %) $ 18,623 5.9 % $ 17,583 3.5 % $ 16,996
Percentage of net
sales 7.5 % 5.3 % 5.9 % 5.2 %
Other expense
(income), net (135 ) N/M 85 N/M 4 N/M (446 )
Interest expense 641 7.9 % 594 0.3 % 592 (11.5 %) 669
Interest income (144 ) (80.0 %) (721 ) 73.7 % (415 ) 62.7 % (255 )
Effective income tax
rate 36.0 % 35.9 % 36.6 % 36.2 %
Earnings (loss) from
continuing operations $ (20,940 ) (147.9 %) $ 43,717 80.0 % $ 24,284 (29.4 %) $ 34,377
Earnings (loss) from
discontinued
operations (1,146 ) N/M 35 N/M (122 ) N/M (1,337 )
Net earnings (loss) (22,086 ) (150.5 %) 43,752 81.1 % 24,162 (26.9 %) 33,040
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"N/M" = not meaningful
2009 Compared with 2008
Net Sales
Net sales decreased 34.9% to $230.2 million in 2009 from $353.9 million in
2008. Shipments for the year decreased 29.7% while average selling prices
declined 7.5% from the prior year levels. The reduction in shipments was
primarily due to the general economic downturn, the tightening in credit markets
and the surge in low-priced imports of PC strand during 2008, which resulted in
customer inventory destocking through most of the year. The decline in average
selling prices was driven by the collapse in steel prices that occurred through
most of the current year together with weakening demand following the
unprecedented escalation in raw material costs and selling prices that occurred
during the prior year.
Gross Profit (Loss)
The gross loss for 2009 was $15.1 million, or 6.6% of net sales compared to
gross profit of $86.8 million, or 24.5% of
net sales in 2008. The gross loss for the year reflects a pre-tax charge of
$25.9 million for inventory write-downs to reduce the carrying value of
inventory to the lower of cost or market resulting from the decline in selling
prices for certain products during the year relative to higher raw material
costs under the first-in, first-out ("FIFO") method of accounting. The gross
loss for the current year also reflects the unfavorable impact of the reductions
in shipments and selling prices, the consumption of higher cost inventory that
was purchased prior to the recent collapse in steel prices and the escalation in
unit conversion costs resulting from reduced operating schedules at our
manufacturing facilities.
Selling, General and Administrative Expense
Selling, general and administrative expense ("SG&A expense") decreased 7.4%
to $17.2 million, or 7.5% of net sales in 2009 from $18.6 million, or 5.3% of
net sales in 2008 primarily due to reductions in employee incentive plan expense
($2.6 million), supplemental employee retirement plan expense ($246,000), travel
expense ($201,000) and bad debt expense ($139,000). The reduction in employee
incentive plan expense was related to the decline in our financial performance
during the current year. The reduction in travel expense was primarily due to
the implementation of various cost reduction measures. These reductions were
partially offset by the net gain on a life insurance settlement in the prior
year ($661,000), and increases in stock-based compensation expense ($375,000),
legal expense ($257,000), employee benefit costs ($231,000) and consulting
expense ($138,000). The increase in legal expense was primarily associated with
the trade cases that have been filed regarding imports of PC strand from China.
The increase in employee benefit expense was largely due to higher employee
medical costs.
Interest Expense
Interest expense for 2009 increased $47,000, or 7.9% to $641,000 from
$594,000 in 2008 primarily due to higher average outstanding balances on the
revolving credit facility in the current year.
Interest Income
Interest income for 2009 decreased $577,000, or 80.0%, to $144,000 from
$721,000 in 2008 primarily due to lower rates of return on cash investments in
the current year.
Income Taxes
Our effective income tax rate for 2009 was relatively flat at 36.0%
compared with 35.9% in 2008.
Earnings (Loss) From Continuing Operations
The loss from continuing operations for 2009 was $20.9 million ($1.20 per
share) compared with earnings from continuing operations of $43.7 million ($2.47
per diluted share) in 2008 due to the decreases in net sales and gross profit.
Earnings (Loss) From Discontinued Operations
The loss from discontinued operations for 2009 was $1.1 million ($0.07 per
share) compared with earnings of $35,000 in 2008, which had no effect on
earnings per share. The current year loss is primarily due to a pre-tax
impairment charge of $1.8 million ($1.1 million or $0.06 per share after-tax) to
write down the carrying value of the real estate held for sale associated with
the industrial wire business, which we exited in 2006. The earnings in 2008
resulted from escrow payments we received that were forfeited by a prospective
buyer of the industrial wire facility.
Net Earnings (Loss)
The net loss for 2009 was $22.1 million ($1.27 per share) compared to net
earnings of $43.8 million ($2.47 per diluted share) in 2008 primarily due to the
decreases in net sales and gross profit.
2008 Compared with 2007
Net Sales
Net sales increased 18.8% to $353.9 million in 2008 from $297.8 million in
2007. Average selling prices for the year increased 28.7% while shipments
decreased 7.7% from the prior year levels. The increase in average selling
prices was driven by price increases that were implemented during the year to
recover the unprecedented escalation in our raw material costs. The
reduction in shipments was primarily due to the continuation of weak demand from
customers that have been negatively impacted by the downturn in residential
construction activity.
Gross Profit
Gross profit increased 54.8% to $86.8 million, or 24.5% of net sales in
2008 from $56.1 million, or 18.8% of net sales in 2007 primarily due to higher
spreads between average selling prices and raw material costs, which more than
offset lower shipments and higher unit conversion costs. The widening in spreads
during the current year was primarily driven by the price increases that were
implemented together with the consumption of lower cost inventory under the
first-in, first-out ("FIFO") method of accounting.
Selling, General and Administrative Expense
Selling, general and administrative expense ("SG&A expense") increased 5.9%
to $18.6 million, or 5.3% of net sales in 2008 from $17.6 million, or 5.9% of
net sales in 2007 primarily due to increases in employee benefit costs
($812,000), bad debt expense ($630,000), compensation expense ($370,000) and
supplemental employee retirement plan expense ($291,000), which were partially
offset by the net gain on life insurance settlements ($661,000) and decreases in
consulting expense ($204,000), travel expense ($167,000) and legal fees
($79,000).
Interest Expense
Interest expense for 2008 was relatively flat at $594,000 compared to
$592,000 in 2007, primarily consisting of non-cash amortization expense
associated with capitalized financing costs.
Interest Income
Interest income for 2008 increased $306,000, or 73.7%, to $721,000 from
$415,000 in 2007 primarily due to higher average cash balances.
Income Taxes
Our effective income tax rate decreased to 35.9% in 2008 from 36.6% in 2007
due to an increase in permanent differences resulting from higher tax credits
attributable to domestic production activities and nontaxable proceeds
associated with life insurance settlements.
Earnings From Continuing Operations
Earnings from continuing operations for 2008 increased to $43.7 million
($2.47 per diluted share) compared to $24.3 million ($1.33 per diluted share) in
2007 primarily due to the increases in sales and gross profit which more than
offset the increase in SG&A expense.
Earnings (Loss) From Discontinued Operations
Earnings from discontinued operations for 2008 were $35,000, which had no
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