Insteel Industries Files 8-K: Material Agreement & Financials

TL;DR

Insteel Industries (IIIN) filed an 8-K on Oct 21, 2024, reporting a material definitive agreement and financial statements.

AI Summary

On October 21, 2024, Insteel Industries, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company, incorporated in North Carolina, operates in the steel works sector.

Why It Matters

This filing provides crucial updates on significant agreements and financial information for Insteel Industries, impacting investors' understanding of the company's current status and future outlook.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting a material definitive agreement and financial information, which is routine for public companies.

Key Players & Entities

• Insteel Industries, Inc. (company) — Registrant
• North Carolina (location) — State of incorporation
• October 21, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $70.0 m — , for a purchase price of approximately $70.0 million, subject to certain adjustments (

Filing Documents

• iiin20241020_8k.htm (8-K) — 30KB
• ex_735058.htm (EX-2.1) — 463KB
• ex_734930.htm (EX-99.1) — 11KB
• footer.jpg (GRAPHIC) — 7KB
• logo.jpg (GRAPHIC) — 14KB
• 0001437749-24-031641.txt ( ) — 749KB
• iiin-20241021.xsd (EX-101.SCH) — 3KB
• iiin-20241021_def.xml (EX-101.DEF) — 11KB
• iiin-20241021_lab.xml (EX-101.LAB) — 15KB
• iiin-20241021_pre.xml (EX-101.PRE) — 11KB
• iiin20241020_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 21, 2024, Insteel Industries, Inc., through its wholly-owned subsidiary, Insteel Wire Products Company (together referred to as "Insteel"), entered into an Asset Purchase Agreement (the "Agreement") pursuant to which it has acquired substantially all of the assets, other than cash and accounts receivable, of Engineered Wire Products, Inc. ("EWP"), a leading manufacturer of welded wire reinforcement products for use in nonresidential and residential construction, and certain related assets of Liberty Steel Georgetown Inc. ("LSG"), for a purchase price of approximately $70.0 million, subject to certain adjustments (the "Acquisition"). Under the terms of the Acquisition, Insteel acquired, among other assets, EWP's inventories and production equipment and EWP's Upper Sandusky, Ohio and Warren, Ohio production facilities. Insteel also acquired certain equipment of LSG located in Georgetown, South Carolina, but such Georgetown facility was otherwise excluded from the Acquisition. The Acquisition purchase price is subject to an adjustment based on EWP's closing inventory balance. EWP is retaining its accounts receivable and accounts payable. The Acquisition was funded with cash on hand. Insteel and EWP made customary representations, warranties and covenants in the Agreement, which also provides for certain indemnification obligations. The Agreement prohibits EWP from competing in the rolled and flat mesh welded wire reinforcement products business for four years. The foregoing description of the Acquisition and the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Agreement has been included to provide shareholders with information regarding its terms. It is not intended to provide any other factual information about Insteel or EWP or their respe

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 21, 2024, Insteel issued a press release announcing the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that Insteel expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit 2.1* Asset Purchase Agreement between Insteel and EWP dated as of October 21, 2024 Exhibit 99.1 Press Release dated October 21, 2024 announcing the Acquisition Exhibit 104 Cover Page Interactive Data File (embedded within Inline XBRL document) *Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Insteel agrees to furnish supplemental copies of such omitted schedules and exhibits to the Securities and Exchange Commission upon request.

SIGNATURES

SIGNATURES 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 hereunto duly authorized. INSTEEL INDUSTRIES, INC. Date: October 21, 2024 By: /s/ Elizabeth C. Southern Elizabeth C. Southern Vice President, Administration, Secretary and Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR