Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 18, 2024

Insteel Industries Inc.

(Exact Name of Registrant as Specified in Charter)

North Carolina	1-9929	56-0674867
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1373 Boggs Drive

Mount Airy, North Carolina 27030

(Address of Principal Executive Offices, and Zip Code)

(336) 786-2141

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (No Par Value)	IIIN	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 2.05. Costs Associated with Exit or Disposal Activities

The information set forth under Item 8.01 below is hereby incorporated into this Item 2.05 by reference.

Item 8.01. Other Events

On November 18, 2024, Insteel Industries Inc. issued a News Release announcing that its wholly-owned subsidiary, Insteel Wire Products Company (together referred to as “Insteel” or the “Company”), will be closing its facility in Warren, Ohio, and moving the manufacturing to the Company’s remaining welded wire reinforcement production facilities.

The consolidation of the Company’s welded wire manufacturing operations is expected to result in the elimination of up to 35 positions at the Warren facility. It is anticipated that operations at the Warren facility will cease by the end of November 2024. Insteel expects to incur a restructuring charge of approximately $1.9 million related to the facility's closure, which includes $0.6 million for equipment relocation costs, $0.2 million for employee separation costs, $0.5 million for asset impairment and $0.6 million for other closure-related costs. Insteel expects that the restructuring charges, other than asset impairment, will consist of cash expenditures, which are anticipated to begin in the first quarter of fiscal 2024 and continue through the remainder of the fiscal year.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K 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 Current 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 detail and are updated from time to time in our filings with the U.S. Securities and Exchange Commission (the “SEC”), in particular in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024.

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.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1	News Release dated November 18, 2024 announcing the closure of the Warren, Ohio Facility.

Exhibit 104	Cover Page Interactive Data File (embedded within Inline XBRL document).

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 thereunto duly authorized.

INSTEEL INDUSTRIES, INC.

By:	/s/ Elizabeth C. Southern
Name:	Elizabeth C. Southern
Title:	Vice President Administration, Secretary and Chief Legal Officer
Date:	November 18, 2024

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact:

Scot Jafroodi

Vice President,

Chief Financial Officer and Treasurer

Insteel Industries Inc.

(336) 786-2141

INSTEEL INDUSTRIES ANNOUNCES CLOSURE OF WARREN, OHIO FACILITY

MOUNT AIRY, N.C., November 18, 2024 – Insteel Industries Inc. (NYSE: IIIN) (“Insteel” or the “Company”) announced today that it will be closing its facility in Warren, Ohio, and moving the manufacturing to the Company’s remaining welded wire reinforcement production facilities. The Warren facility was acquired as part of Insteel’s recent purchase of Engineered Wire Products, Inc.

“Given the low capacity utilization levels at our Warren facility and the dim prospects for improvement, we believe this action is essential to reducing our operating costs and strengthening our competitive position,” stated H.O. Woltz III, President and CEO of Insteel. “Closing a facility is never easy, and we are committed to ensuring a smooth transition for the employees affected by this change.”

About Insteel

Insteel is the nation’s largest manufacturer of steel wire reinforcing products for concrete construction applications. Insteel manufactures and markets prestressed concrete strand and welded wire reinforcement, including engineered structural mesh, concrete pipe reinforcement and standard welded wire reinforcement. Insteel’s products are sold to manufacturers of concrete products that are used in nonresidential construction. Headquartered in Mount Airy, North Carolina, Insteel operates twelve manufacturing facilities located in the United States.

Forward-Looking Statements and Risk Factors

This news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not descriptions of historical facts are forward-looking statements that are based on our current expectations and may include commentary on our plans, financial position, liquidity, and other business developments. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future results could differ materially from those described, and we do not undertake and specifically decline any obligation to correct or update any forward-looking statements. For further information regarding risk factors that could affect our operations and future results, refer to our reports filed with the U.S. Securities and Exchange Commission, including our annual report on Form 10-K for the year ended September 28, 2024.

IIIN - G

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

WWW.INSTEEL.COM

Document And Entity Information	Nov. 18, 2024
Document Information [Line Items]
Entity, Registrant Name	Insteel Industries Inc.
Document, Type	8-K
Document, Period End Date	Nov. 18, 2024
Entity, Incorporation, State or Country Code	NC
Entity, File Number	1-9929
Entity, Tax Identification Number	56-0674867
Entity, Address, Address Line One	1373 Boggs Drive
Entity, Address, City or Town	Mount Airy
Entity, Address, State or Province	NC
Entity, Address, Postal Zip Code	27030
City Area Code	336
Local Phone Number	786-2141
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	IIIN
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000764401