Securities and deduces String Cheese Incident Exchange Commission string cheese retells (the “SEC”), inparticular in its Annual Report on Form 10-K for the year ended September 27,2008. You should carefully review these risks and uncertainties.All forward-looking statements attributable to the Company or persons actingon its behalf are expressly qualified in their entirety by these cautionarystatements. All forward-looking statements speak only to the respective dateson which such statements are made and the Company does not undertake andspecifically declines any obligation to publicly release the results of anyrevisions to these forward-looking statements that may be made to reflect anyfuture events or circumstances after the date of such statements or to reflectthe occurrence of anticipated or unanticipated events.It is not possible to anticipate and list all risks and uncertainties that mayaffect the Company’s future operations or financial performance; however, theyinclude, but are not limited to, the following: general economic andcompetitive conditions in the markets in which the Company operates; creditmarket conditions and the impact of the Emergency Economic Stabilization Actof 2008 on the relative availability of financing for the Company, itscustomers and the construction industry as a whole; the timing and magnitudeof the anticipated increase in federal infrastructure-related funding beingcontemplated by Congress and the incoming Administration; the anticipatedreduction in spending for nonresidential construction, particularly commercialconstruction, and the impact on demand for the Company’s concrete reinforcingproducts; the severity and duration of the downturn in residentialconstruction and the impact on those portions of the Company’s business thatare correlated with the housing sector; the cyclical nature of the steel andbuilding material industries; fluctuations in the cost and availability of theCompany’s primary raw material, hot-rolled steel wire rod from domestic andforeign suppliers; the Company’s ability to raise selling prices in order torecover increases in wire rod costs; changes in U.S. or foreign trade policyaffecting imports or exports of steel wire rod or the Company’s products; the impact of increased imports of PC strand;unanticipated changes in customer demand, order patterns and inventory levels;the impact of weak demand and reduced capacity utilization levels on theCompany’s unit manufacturing costs; the Company’s ability to further developthe market for ESM and expand its shipments of ESM; the actual net proceedsrealized and closure costs incurred in connection with the Company’s exit fromthe industrial wire business; legal, environmental, economic or regulatorydevelopments that significantly impact the Company’s operating costs;unanticipated plant outages, equipment failures or labor difficulties;continued escalation in certain of the Company’s operating costs; and the”Risk Factors” discussed in the Company’s Annual Report on Form 10-K for theyear ended September 27, 2008 and in other filings made by the Company withthe SEC.INSTEEL INDUSTRIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS(In thousands except for per share data) (Unaudited) Three Months Ended December 27,December 29, 20082007Net sales $61,799 $65,980Cost of sales66,07555,360Gross profit (loss)(4,276) 10,620Selling, general and administrative expense 4,733 4,087Other expense (income), net 9 (19)Interest expense148 158Interest income (95) (207)Earnings (loss) from continuing operations before income taxes(9,071)6,601Income taxes (3,472)2,370Earnings (loss) from continuing operations(5,599)4,231Loss from discontinued operations net of income taxes of ($23) and ($4) (36) (7)Net earnings (loss) $(5,635) $4,224Per share amounts:Basic:Earnings (loss) from continuing operations$(0.33)$0.23Loss from discontinued operations – -Net earnings (loss)$(0.33)$0.23Diluted:Earnings (loss) from continuing operations$(0.32)$0.23Loss from discontinued operations – -Net earnings (loss)$(0.32)$0.23Cash dividends declared $0.03 $0.03Weighted average shares outstandingBasic17,33518,021Diluted17,48318,189 INSTEEL INDUSTRIES, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) (Audited)December 27,September 27,20082008AssetsCurrent assets:Cash and cash equivalents $1,244$26,493Accounts receivable, net25,55949,581Inventories 82,16571,220Prepaid expenses and other 7,137 3,122Total current assets 116,105 150,416Property, plant and equipment, net68,41069,105Other assets 4,220 5,064Non-current assets of discontinuedoperations3,635 3,635Total assets$192,370$228,220 Liabilities and shareholders’ equityCurrent liabilities:Accounts payable $16,546$23,581Accrued expenses 5,70729,081Current liabilities of discontinued operations 216 188Total current liabilities 22,46952,850Other liabilities5,514 5,306Long-term liabilities of discontinued operations 208 217Shareholders’ equity:Common stock17,51117,507Additional paid-in capital43,46543,202Deferred stock compensation (1,231) (1,456)Retained earnings106,319 112,479Accumulated other comprehensive loss(1,885) (1,885)Total shareholders’ equity 164,179 169,847Total liabilities and shareholders’ equity $192,370$228,220 INSTEEL INDUSTRIES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)(Unaudited) Three Months Ended December 27, December 29,20082007Cash Flows From Operating Activities:Net earnings (loss)$(5,635) $4,224Loss from discontinued operations 36 7Earnings (loss) from continuing operations (5,599)4,231Adjustments to reconcile earnings (loss) from continuing operations to net cash provided by (used for) operating activities of continuing operations:Depreciation and amortization1,761 1,692Amortization of capitalized financing costs 125 124Stock-based compensation expense 434 328Excess tax deficiencies (benefits) from stock-based compensation(45) 15Loss on sale of property, plant and equipment2046Deferred income taxes454 124Net changes in assets and liabilities:Accounts receivable, net24,022 8,558Inventories(10,945)1,991Accounts payable and accrued expenses(21,780) (1,669)Other changes (4,261)1,817Total adjustments(10,215) 13,026Net cash provided by (used for) operating activities – continuing operations (15,814) 17,257Net cash used for operating activities – discontinued operations(17)(29)Net cash provided by (used for) operating activities(15,831) 17,228Cash Flows From Investing Activities:Capital expenditures(899) (4,900)Proceeds from sale of property, plant and equipment13 -Decrease (increase) in cash surrender value of life insurance policies718(260)Net cash used for investing activities – continuing operations (168) (5,160)Net cash used for investing activities (168) (5,160)Cash Flows From Financing Activities:Proceeds from long-term debt 974 698Principal payments on long-term debt(974) (698)Cash received from exercise of stock options13 -Excess tax benefits (deficiencies) from stock-based compensation 45 (15)Repurchases of common stock-(2,530)Cash dividends paid (9,279) (548)Other(29) 41Net cash used for financing activities – continuing operations (9,250) (3,052)Net cash used for financing activities (9,250) (3,052)Net increase (decrease) in cash and cash equivalents (25,249)9,016Cash and cash equivalents at beginning of period 26,493 8,703Cash and cash equivalents at end of period$1,244 $17,719Supplemental Disclosures of Cash Flow Information:Cash paid during the period for:Interest $24 $45Income taxes10,906 130Non-cash investing and financing activities:Purchases of property, plant and equipment in accounts payable 200 387Declaration of cash dividends to be paid 525 543SOURCEInsteel Industries, Inc.Michael C.
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