Arts Way Manufacturing Co Inc 10-Q for FY2025 Q1
Arts Way Manufacturing Co Inc (ARTW)
About this 10-Q
Arts Way Manufacturing Co Inc filed this 10-Q on April 10, 2025, covering the quarter ended February 28, 2025 (FY2025 Q1).
Headline figures
Quarter ended February 28, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.14M
- down 10.2% from $5.72M a year earlier
- Net loss
- $55.76K
- compared with a net loss of $465.04K a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.09 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended |
or
| | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______ to ______ |
Commission File No.
ART’S-WAY MANUFACTURING CO., INC.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| |
| (Address of principal executive offices) (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ Smaller reporting company 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Number of common shares outstanding as of April 4, 2025:
Art’s-Way Manufacturing Co., Inc.
Index
Page No.
| Item 1. |
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| Condensed Consolidated Balance Sheets as of February 28, 2025 and November 30, 2024 |
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| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 3. |
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| Item 4. |
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| Item 1. |
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| Item 1A. |
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| Item 6. |
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PART I – FINANCIAL INFORMATION
ART’S-WAY MANUFACTURING CO., INC.
Condensed Consolidated Balance Sheets
| (Unaudited) | ||||||||
| February 28, 2025 | November 30, 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Cost and profit in excess of billings | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant, and equipment, net | ||||||||
| Assets held for lease, net | ||||||||
| Deferred income taxes, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Customer deposits | ||||||||
| Billings in excess of cost and profit | ||||||||
| Income taxes payable | ||||||||
| Accrued expenses | ||||||||
| Line of credit | ||||||||
| Current portion of finance lease liabilities | ||||||||
| Current portion of long-term debt | ||||||||
| Total current liabilities | ||||||||
| Long-term portion of operating lease liabilities | ||||||||
| Long-term portion of finance lease liabilities | ||||||||
| Long-term debt, excluding current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Notes 9, 11, 12 and 15) | ||||||||
| Stockholders’ equity: | ||||||||
| Undesignated preferred stock - $ par value. Authorized shares on February 28, 2025 and November 30, 2024; issued and outstanding shares on February 28, 2025 and November 30, 2024. | ||||||||
| Common stock – $ par value. Authorized shares on February 28, 2025 and November 30, 2024; issued on February 28, 2025 and on November 30, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Treasury stock, at cost ( shares on February 28, 2025 and shares on November 30, 2024) | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
| See accompanying notes to condensed consolidated financial statements. |
ART’S-WAY MANUFACTURING CO., INC.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended |
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| February 28, 2025 |
February 29, 2024 |
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| Sales |
$ | $ | ||||||
| Cost of goods sold |
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| Gross profit |
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| Expenses |
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| Engineering |
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| Selling |
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| General and administrative |
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| Total expenses |
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| Income (loss) from operations |
( |
) | ||||||
| Other income (expense): |
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| Interest expense |
( |
) | ( |
) | ||||
| Other |
||||||||
| Total other expense |
( |
) | ( |
) | ||||
| Loss from continuing operations before income taxes |
( |
) | ( |
) | ||||
| Income tax benefit |
( |
) | ( |
) | ||||
| Loss from continuing operations |
( |
) | ( |
) | ||||
| Discontinued Operations (Note 3) |
||||||||
| Loss from discontinued operations before income taxes |
( |
) | ||||||
| Income tax benefit |
( |
) | ||||||
| Loss on discontinued operations |
( |
) | ||||||
| Net Loss |
$ | ( |
) | $ | ( |
) | ||
| See accompanying notes to condensed consolidated financial statements. |
| Condensed Consolidated Statements of Stockholders' Equity |
| Three Months Ended February 28, 2025 and February 29, 2024 |
| (Unaudited) |
| Common Stock |
Additional |
Treasury Stock |
||||||||||||||||||||||||||
| Number of |
paid-in |
Retained |
Number of |
|||||||||||||||||||||||||
| shares |
Par value |
capital |
earnings |
shares |
Amount |
Total |
||||||||||||||||||||||
| Balance, November 30, 2023 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
| Stock based compensation |
- | ( |
) | |||||||||||||||||||||||||
| Net loss |
- | ( |
) | - | ( |
) | ||||||||||||||||||||||
| Balance, February 29, 2024 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
| Common Stock |
Additional |
Treasury Stock |
||||||||||||||||||||||||||
| Number of |
paid-in |
Retained |
Number of |
|||||||||||||||||||||||||
| shares |
Par value |
capital |
earnings |
shares |
Amount |
Total |
||||||||||||||||||||||
| Balance, November 30, 2024 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
| Stock based compensation |
- | ( |
) | |||||||||||||||||||||||||
| Net loss |
- | ( |
) | - | ( |
) | ||||||||||||||||||||||
| Balance, February 28, 2025 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
| See accompanying notes to condensed consolidated financial statements. |
| Condensed Consolidated Statements of Cash Flows |
| (Unaudited) |
| Three Months Ended |
||||||||
| February 28, 2025 |
February 29, 2024 |
|||||||
| Cash flows from operations: |
||||||||
| Net loss from continuing operations |
$ | ( |
) | $ | ( |
) | ||
| Net loss from discontinued operations |
( |
) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: |
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| Stock based compensation |
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| Decrease in obsolete inventory reserves |
( |
) | ( |
) | ||||
| Depreciation and amortization expense |
||||||||
| Amortization of cloud computing implementation costs |
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| Increase (decrease) in allowance for expected credit losses - accounts receivable |
( |
) | ||||||
| Deferred income taxes |
( |
) | ( |
) | ||||
| Changes in assets and liabilities: |
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| (Increase) decrease in: |
||||||||
| Accounts receivable |
||||||||
| Inventories |
( |
) | ||||||
| Other assets |
( |
) | ( |
) | ||||
| Increase (decrease) in: |
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| Accounts payable |
( |
) | ||||||
| Contracts in progress, net |
( |
) | ||||||
| Customer deposits |
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| Income taxes payable |
( |
) | ||||||
| Accrued expenses |
( |
) | ( |
) | ||||
| Net cash used in operating activities - continuing operations |
( |
) | ( |
) | ||||
| Net cash used in operating activities - discontinued operations |
( |
) | ||||||
| Net cash used in operating activities |
( |
) | ( |
) | ||||
| Cash flows from investing activities: |
||||||||
| Purchases of property, plant, and equipment |
( |
) | ( |
) | ||||
| Net proceeds from sale of assets |
||||||||
| Net cash used in investing activities - continuing operations |
( |
) | ( |
) | ||||
| Net cash provided by (used in) investing activities - discontinued operations |
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| Net cash used in investing activities |
( |
) | ( |
) | ||||
| Cash flows from financing activities: |
||||||||
| Net change in line of credit |
||||||||
| Principal payments on finance lease obligations |
( |
) | ( |
) | ||||
| Repayment of term debt |
( |
) | ( |
) | ||||
| Repurchases of common stock |
( |
) | ( |
) | ||||
| Net cash provided by financing activities - continuing operations |
||||||||
| Net cash used in financing activities - discontinued operations |
( |
) | ||||||
| Net cash provided by financing activities |
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| Net increase (decrease) in cash |
( |
) | ||||||
| Cash at beginning of period |
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| Cash at end of period |
$ | $ | ||||||
| Supplemental disclosures of cash flow information: |
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| Cash paid during the period for: |
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| Interest |
$ | $ | ||||||
| Income taxes |
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| Supplemental disclosures of non-cash operating activities: |
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| Right-of-use (ROU) assets acquired (included in other assets) |
$ | $ | ||||||
| Amortization of operating lease ROU assets (included in other assets) |
$ | $ | ||||||
| See accompanying notes to condensed consolidated financial statements. |
Notes to Unaudited Condensed Consolidated Financial Statements
| 1) | Description of the Company |
Unless otherwise specified, as used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “Art’s-Way,” and the “Company” refer to Art’s-Way Manufacturing Co., Inc., a Delaware corporation headquartered in Armstrong, Iowa, and its wholly owned subsidiaries.
The Company began operations as a farm equipment manufacturer in 1956. Since that time, it has become a major worldwide manufacturer of agricultural equipment. Its principal manufacturing plant is located in Armstrong, Iowa.
The Company has organized its business into operating segments. Management separately evaluates the financial results of each segment because each is a strategic business unit offering different products and requiring different technology and marketing strategies. The Agricultural Products segment manufactures and sells farm equipment and related replacement parts under the Art’s-Way Manufacturing label and private labels. The Modular Buildings segment manufactures and installs modular buildings for animal containment and various laboratory uses.
During the third quarter of fiscal 2023, the Company ceased operations of its Tools business, which manufactured steel cutting tools and inserts. In previous periods, operations of the Tools business was reported in consolidated numbers as the Company's third operating segment. The Tools segment was reported in discontinued operations beginning with the three and nine month periods ending August 31, 2023. The remaining assets and liabilities of the Tools segment were disposed in the fourth fiscal quarter of the year ended November 30, 2024. For more information on discontinued operations, see Note 3 "Discontinued Operations."
| 2) | Summary of Significant Accounting Policies |
Statement Presentation
The foregoing condensed consolidated financial statements of the Company are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position and operating results for the interim periods. The condensed consolidated financial statements should be read in conjunction with the condensed financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2024. The results of operations for the three months ended February 28, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2025.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the three months ended February 28, 2025. Actual results could differ from those estimates.
Allowance for Credit Losses
The Company uses aging categories to estimate expected credit losses on trade receivables. The Company considers the following factors in its analysis: historical loss experience, forward-looking macroeconomic factors, company credit risk including previous delinquencies, disputed amounts, and the intent and ability to pay. The Company's typical credit terms are Net 30, however, it also offers terms up to 360 days on floor plan units. The Company considers trade receivables greater than 30 days past due, but is not required to disclose past due receivables with an original term less than one year. The Company performs additional analysis monthly on amounts over 90 days past due to determine collectability. The Company has assigned expected credit loss percentages based on where the asset falls in the aging schedule. The Company's actual credit losses have been low compared to historical allowance estimates. The Company has considered the current interest rate environment and the recent decline in the agricultural commodity market and believes its method of estimating a higher than historical loss percentage to be an adequate estimate of actual expected losses. The Company foresees increased credit risk over the next year while inventory on dealer lots starts to decline, interest rates continue to drop and farm income strengthens.
The Company carries contract assets related to its Modular Buildings segment in the form of costs and profit in excess of billings. These contract assets are typically converted to trade receivables in 30 to 90 days, depending on contract terms, and due 30 days or less from the billing date. Because these contract assets are typically converted to receivables and collected in less than a year, consideration for these contract assets has been included in the expected credit loss model for trade receivables.
| 3) | Discontinued Operations |
On June 7, 2023 we announced we would be discontinuing our Tools segment with the last day of normal operations occurring on July 14, 2023. Just over a year later, on October 21, 2024, we completed the sale of the remaining real estate associated with our Tools segment for $
The cessation of operations and liquidation of the Tools segment as a unique business unit of the Company, represented a strategic shift in the Company's operations. In accordance with Accounting Standards Codification ("ASC") Topic 360, the Company has reclassified Tools as discontinued operations for all periods presented.
Segment information as of February 29, 2024 for discontinued operations was as follows:
| Tools | ||||
| Three Months Ended | ||||
| February 29, 2024 | ||||
| Revenue from external customers | $ | |||
| Gross loss | $ | ( | ) | |
| Operating Expense | $ | |||
| Loss from operations | $ | ( | ) | |
| Loss before tax | $ | ( | ) | |
| Income tax benefit | $ | ( | ) | |
| Capital expenditures | $ | |||
| Depreciation & Amortization | $ | |||
Recently Issued Accounting Pronouncements
Accounting Pronouncements Recently Adopted
Segment Reporting - Improvements to Reportable Segment Disclosures
In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures.” ASU 2023-07 adds enhanced disclosures about significant segment expenses, clarifies circumstances in which an entity can disclose multiple segment measures of profit and loss and provides new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption was permitted. The Company adopted ASU 2023-07 in Q1 of fiscal 2025. The application of ASU 2023-07 did not have a significant impact on segment disclosures. The Company recast periods presented prior to the three months ended February 28, 2025.
Accounting Pronouncements Not Yet Adopted
In October 2023, the “FASB” issued “ASU” 2023-06, Disclosure Improvements (“ASU 2023-06”), to clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB ASC with the SEC’s regulations. The amendments in ASU 2023-06 will become effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC, and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027. Early adoption is prohibited. We are currently evaluating the impact of ASU 2023-06 on the Company's consolidated financial statements and disclosures.
In December 2023, the "FASB" issued "ASU" 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures.
| 4) | Disaggregation of Revenue |
The following table displays revenue by reportable segment from external customers, disaggregated by major source. The Company believes disaggregating by these categories depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
| Three Months Ended February 28, 2025 | ||||||||||||
| Agricultural | Modular Buildings | Total | ||||||||||
| Farm equipment | $ | $ | $ | |||||||||
| Farm equipment service parts | ||||||||||||
| Modular buildings | ||||||||||||
| Modular building lease income | ||||||||||||
| Other | ||||||||||||
| $ | $ | $ | ||||||||||
| Three Months Ended February 29, 2024 | ||||||||||||
| Agricultural | Modular Buildings | Total | ||||||||||
| Farm equipment | $ | $ | $ | |||||||||
| Farm equipment service parts | ||||||||||||
| Modular buildings | ||||||||||||
| Modular building lease income | ||||||||||||
| Other | ||||||||||||
| $ | $ | $ | ||||||||||
The Company offered floorplan terms in its Agricultural Products segment during its Fall of 2023 and 2024 early order programs to incentivize customers to stock farm equipment on their lots for fiscal 2024 and fiscal 2025. Floorplan terms allow customers to pay the Company at the earliest of retail date or 180 days. This program has an effect on the timing of the Company’s cash flows compared with historical cash flows.
On February 28, 2025, the Company had approximately $
| 5) | Accounts receivable |
Accounts receivable are shown net of allowances for expected credit losses. Expected losses are recorded in administrative expense at the time of receivable recognition.
The activity related to expected credit losses for the three months ended February 28, 2025 and three months ended February 29, 2024 was as follows:
| Three Months Ended (Continuing operations) | Three Months Ended (Continuing operations) | |||||||
| February 28, 2025 | February 29, 2024 | |||||||
| Balance, beginning | $ | $ | ||||||
| Provision charged to expense | ( | ) | ||||||
| Less amounts charged-off | ||||||||
| Balance, ending | $ | $ | ||||||
| 6) | Contract Receivables, Contract Assets and Contract Liabilities |
The following table provides information about contract receivables, contract assets, and contract liabilities from contracts with customers included on the Condensed Consolidated Balance Sheets.
| February 28, 2025 | November 30, 2024 | |||||||
| Receivables | $ | $ | ||||||
| Assets | ||||||||
| Liabilities | ||||||||
The amount of revenue recognized in the first three months of fiscal 2025 that was included in a contract liability on November 30, 2024 was approximately $
| 7) | Net Income (Loss) Per Share of Common Stock |
Basic net income (loss) per share of common stock has been computed on the basis of the weighted average number of common shares outstanding. Diluted net income (loss) per share has been computed on the basis of the weighted average number of common shares outstanding plus equivalent shares assuming exercise of stock options. Potential shares of common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted net income (loss) per share.
Basic and diluted net income (loss) per share have been computed based on the following as of February 28, 2025 and February 29, 2024:
| For the Three Months Ended | ||||||||
| February 28, 2025 | February 29, 2024 | |||||||
| Numerator for basic and diluted net income (loss) per share: | ||||||||
| Net income from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Net loss from discontinued operations | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Denominator: | ||||||||
| For basic net income (loss) per share - weighted average common shares outstanding | ||||||||
| Effect of dilutive stock options | ||||||||
| For diluted net income (loss) per share - weighted average common shares outstanding | ||||||||
| Net Income (loss) per share - Basic: | ||||||||
| Continuing Operations | $ | ( | ) | $ | ( | ) | ||
| Discontinued Operations | ( | ) | ||||||
| Net loss per share | $ | ( | ) | $ | ( | ) | ||
| Net Income (loss) per share - Diluted: | ||||||||
| Continuing Operations | $ | ( | ) | $ | ( | ) | ||
| Discontinued Operations | ( | ) | ||||||
| Net loss per share | $ | ( | ) | $ | ( | ) | ||
| 8) | Inventory |
Major classes of inventory are:
| February 28, 2025 | November 30, 2024 | |||||||
| Raw materials | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| Total Gross Inventory | $ | $ | ||||||
| Less: Reserves | ( | ) | ( | ) | ||||
| Net Inventory | $ | $ | ||||||
| 9) | Accrued Expenses |
Major components of accrued expenses are:
| February 28, 2025 | November 30, 2024 | |||||||
| Salaries, wages, and commissions | $ | $ | ||||||
| Accrued warranty expense | ||||||||
| Other | ||||||||
| Total accrued expenses | $ | $ | ||||||
| 10) | Assets Held for Lease |
Major components of assets held for lease are:
| February 28, 2025 | November 30, 2024 | |||||||
| Modular Buildings | $ | $ | ||||||
| Agricultural products equipment | ||||||||
| Total assets held for lease (net) | $ | $ | ||||||
There were approximately $
The future minimum lease receipts for the years ended November 30 are as follows:
| Year | Amount | |||
| 2025 | $ | |||
| 11) | Product Warranty |
The Company offers warranties of various lengths to its customers depending on the specific product and terms of the customer purchase agreement. The average length of the warranty period is year from the date of purchase. The Company’s warranties require it to repair or replace defective products during the warranty period at no cost to the customer. Product warranty is included in the price of the product and provides assurance that the product will function in accordance with agreed-upon specifications. It does not represent a separate performance obligation under ASC 606. The Company records a liability for estimated costs that may be incurred under its warranties. The costs are estimated based on historical experience and any specific warranty issues that have been identified. Although historical warranty costs have been within expectations, there can be no assurance that future warranty costs will not exceed historical amounts. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the balance as necessary. The accrued warranty balance is included in accrued expenses as shown in Note 9 “Accrued Expenses.” Changes in the Company’s product warranty liability for the three months ended February 28, 2025 and February 29, 2024 are as follows:
| Three Months Ended (Continuing Operations) | ||||||||
| February 28, 2025 | February 29, 2024 | |||||||
| Balance, beginning | $ | $ | ||||||
| Provision charged to expense | ||||||||
| Less amounts charged-off | ( | ) | ( | ) | ||||
| Balance, ending | $ | $ | ||||||
| 12) | Loan and Credit Agreements |
Bank Midwest Revolving Lines of Credit and Term Loans
The Company previously maintained a $
The Company paid off the remaining balance of the Line of Credit and entered into a new revolving line of credit (the "2025 Line of Credit") on March 27, 2025 with Bank Midwest. The 2025 Line of Credit is a $
The Company carries a $
In connection with the Line of Credit, the Company, Art’s-Way Scientific, Inc. and Ohio Metal Working Products/Art’s-Way Inc. each entered into a Commercial Security Agreement with Bank Midwest, dated September 28, 2017, pursuant to which each granted to Bank Midwest a first priority security interest in certain inventory, equipment, accounts, chattel paper, instruments, letters of credit and other assets to secure the obligations of the Company under the line of credit. Each of Art’s-Way Scientific, Inc. and Ohio Metal Working Products/Art’s-Way Inc. also agreed to guarantee the obligations of the Company pursuant to the Line of Credit, as set forth in Commercial Guaranties, each dated September 28, 2017. The Ohio Metal Working Products/Art's-Way Inc.'s mortgage, commercial security agreements and commercial guaranties were released upon sale of the Ohio real estate associated with the Company's discontinued Tools segment in October of 2024.
The Term Loan is secured by a mortgage on the Company’s Armstrong, Iowa and Monona, Iowa properties. Each mortgage is governed by the terms of a separate Mortgage, dated September 28, 2017, and each property is also subject to a separate Assignment of Rents, dated September 28, 2017.
If the Company or its subsidiary (as guarantors pursuant to the Commercial Guaranties) commits an event of default with respect to the promissory note and fails or is unable to cure that default, Bank Midwest may immediately terminate its obligation, if any, to make additional loans to the Company and may accelerate the Company’s obligations under the promissory note. Bank Midwest shall also have all other rights and remedies for default provided by the Uniform Commercial Code, as well as any other applicable law and the various loan agreements. In addition, in an event of default, Bank Midwest may foreclose on the mortgaged property.
Compliance with Bank Midwest covenants is measured annually on November 30. The terms of the Bank Midwest loan agreements require the Company to maintain a minimum of $
SBA Economic Injury Disaster Loans
In June of 2020, the Company executed the standard loan documents required for securing loans offered by the U.S. Small Business Administration under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. One outstanding loan was executed on June 18, 2020 with a principal amount of $
A summary of the Company’s term debt is as follows:
| February 28, 2025 | November 30, 2024 | |||||||
| Bank Midwest loan payable in monthly installments of $ including interest at %, due | $ | $ | ||||||
| U.S. Small Business Administration loan payable in monthly installments of $ including interest at % beginning , due | ||||||||
| U.S. Small Business Administration loan payable in monthly installments of $ including interest at % beginning , due | ||||||||
| Total term debt | $ | $ | ||||||
| Less current portion of term debt | ( | ) | ( | ) | ||||
| Term debt, excluding current portion | $ | $ | ||||||
A summary of the minimum maturities of term debt follows for twelve month periods ending February 28 or February 29, are as follows:
| Year | Amount | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 and thereafter | ||||
| $ | ||||
| 13) | Income Taxes |
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses.
The Company has net operating losses and tax credits that are expected to offset any 2025 fiscal year tax liability and does not expect to have significant cash tax cost in the near future.
| 14) | Related Party Transactions |
During the three months ended February 28, 2025, and February 29, 2024, the Company did recognize any revenues from transactions with a related party, and
| 15) | Leases |
The components of operating leases on the Condensed Consolidated Balance Sheets on February 28, 2025 and November 30, 2024 were as follows:
| February 28, 2025 | November 30, 2024 | |||||||
| Operating lease right-of-use assets (in other assets) | $ | $ | ||||||
| Current portion of operating lease liabilities (in accrued expenses) | $ | $ | ||||||
| Long-term portion of operating lease liabilities | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
The components of finance leases on the Condensed Consolidated Balance Sheets on February 28, 2025 and November 30, 2024 were as follows:
| February 28, 2025 | November 30, 2024 | |||||||
| Finance lease right-of-use assets (net of amortization in other assets) | $ | $ | ||||||
| Current portion of finance lease liabilities | $ | $ | ||||||
| Long-term portion of finance lease liabilities | ||||||||
| Total finance lease liabilities | $ | $ | ||||||
| 16) | Equity Incentive Plan and Stock Based Compensation |
On February 25, 2020, the Board of Directors of the Company (the “Board”) authorized and approved the Art’s-Way Manufacturing Co., Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan was approved by the stockholders on April 30, 2020. The 2020 Plan replaced the Art’s-Way Manufacturing Co., Inc. 2011 Equity Incentive Plan (the “2011 Plan”) and prior plans. The 2020 Plan added an additional
The 2020 Plan permits the plan administrator to award nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance awards, and stock appreciation rights to employees (including officers), directors, and consultants. The Board has approved a director compensation policy pursuant to which directors are automatically granted restricted stock awards of
Shares issued under the 2020 Plan for the three months ended February 28, 2025 and February 29, 2024 are as follows:
| For the Three Months Ended | ||||||||
| February 28, 2025 | February 29, 2024 | |||||||
| Shares issued to directors (immediate vesting) | ||||||||
| Shares issued to directors, employees, and consultants (three-year vesting) | ||||||||
| Total shares issued | ||||||||
| 17) | Disclosures About the Fair Value of Financial Instruments |
The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties. On February 28, 2025 and November 30, 2024, the carrying amount approximated fair value for cash, accounts receivable, accounts payable, notes payable to bank, finance lease liabilities and other current and long-term liabilities. The carrying amounts of current assets and liabilities approximate fair value because of the short maturity of these instruments. The fair value of the finance lease liabilities also approximate recorded value as that is based on discounting future cash flows at rates implicit in the lease. The rates implicit in the lease do not materially differ from current market rates. The fair value of the Company’s term loans payable also approximates recorded value because the interest rates charged under the loan terms are not substantially different from current interest rates.
| 18) | Segment Information |
In accordance with ASC 280, “Segment Reporting," the Company’s chief operating decision maker, or CODM, has been identified as the President, Chief Executive Officer and Chairman, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The CODM utilizes gross profit and income from operations to evaluate segment performance and allocate resources. The Company's selling, general and administrative expenses and engineering expenses are charged to each segment as incurred by each reportable segment. The Company allocates a small portion of corporate expenses from the Agricultural Products segment to the Modular Buildings segment monthly for administrative support services provided.
The Company has reportable segments: Agricultural Products and Modular Buildings. The Agricultural Products segment manufactures and sells farm equipment and related replacement parts under the Art’s-Way Manufacturing label. The Modular Buildings segment manufactures and installs modular buildings for various uses, commonly animal containment and research laboratories under the Art's Way Scientific and Evolution Modular labels.
The accounting policies applied to determine the segment information are the same as those described in the summary of significant accounting policies. Management evaluates the performance of each segment based on profit or loss from operations before income taxes, exclusive of nonrecurring gains and losses.
Approximate financial information with respect to the reportable segments is as follows.
| Three Months Ended February 28, 2025 | ||||||||||||
| Agricultural Products | Modular Buildings | Consolidated (Continuing Operations)* | ||||||||||
| Revenue from external customers | $ | $ | $ | |||||||||
| Gross profit | $ | $ | $ | |||||||||
| Operating Expense | $ | $ | $ | |||||||||
| Income (loss) from operations | $ | ( | ) | $ | $ | |||||||
| Income (loss) before tax | $ | ( | ) | $ | $ | ( | ) | |||||
| Income tax expense (benefit) | $ | ( | ) | $ | $ | ( | ) | |||||
| Total Assets | $ | $ | $ | |||||||||
| Capital expenditures | $ | $ | $ | |||||||||
| Depreciation & Amortization | $ | $ | $ | |||||||||
| Interest expense | $ | $ | $ | |||||||||
| Engineering | $ | $ | $ | |||||||||
| Selling | $ | $ | $ | |||||||||
| General and administrative (G&A) | $ | $ | $ | |||||||||
| Corporate expense (included in G&A) | $ | $ | $ | |||||||||
| Three Months Ended February 29, 2024 | ||||||||||||
| Agricultural Products | Modular Buildings | Consolidated (Continuing Operations)* | ||||||||||
| Revenue from external customers | $ | $ | $ | |||||||||
| Gross profit | $ | $ | $ | |||||||||
| Operating Expense | $ | $ | $ | |||||||||
| Income (loss) from operations | $ | ( | ) | $ | $ | ( | ) | |||||
| Income (loss) before tax | $ | ( | ) | $ | $ | ( | ) | |||||
| Income tax expense (benefit) | $ | ( | ) | $ | $ | ( | ) | |||||
| Total Assets | $ | $ | $ | |||||||||
| Capital expenditures | $ | $ | $ | |||||||||
| Depreciation & Amortization | $ | $ | $ | |||||||||
| Interest Expense | $ | $ | $ | |||||||||
| Engineering | $ | $ | $ | |||||||||
| Selling | $ | $ | $ | |||||||||
| General and administrative (G&A) | $ | $ | $ | |||||||||
| Corporate expense (included in G&A) | $ | $ | $ | |||||||||
*The consolidated total in the tables is a sum of segment figures and may not tie to actual figures in the condensed consolidated financial statements due to rounding.
| 19) | Subsequent Events |
Management evaluated all other activity of the Company and concluded that no subsequent events have occurred other than the 2025 Line of Credit renewal in Note 12 - Loan and Credit Agreements that would require recognition in the condensed consolidated financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “report”) and the audited consolidated financial statements and related notes thereto included in Part II, Item 8, “Financial Statements and Supplementary Data,” as well as Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended November 30, 2024. Some of the statements in this report may be forward-looking statements that reflect our current view on future events, future business, industry and other conditions, our future performance, and our plans and expectations for future operations and actions. In some cases you can identify forward-looking statements by the use of words such as “may,” “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,” “could,” “estimate,” “predict,” “hope,” “potential,” “continue,” "foresee," or the negative of these terms or other similar expressions. Many of these forward-looking statements are located in this report under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” but they may appear in other sections as well. Forward-looking statements in this report generally relate to: (i) our expectations with respect to order backlog, future demand for products, expected product mix and resulting sales; (ii) our beliefs regarding the sufficiency of working capital and cash flows; (iii) our expectation that we will continue to be able to renew or obtain financing on reasonable terms when necessary as well as our continued positive relationship with our creditors and lenders; (iv) our beliefs regarding production capabilities; (v) our intentions and beliefs relating to our costs, business strategies, and future performance, including without limitation, the impact of cost cutting measures, process improvement measures and new product development; (vi) our beliefs that normalizing dealer equipment stock levels may positively impact future demand for our agricultural products (vii) our beliefs regarding our early order program providing a picture of future demand; (viii) our expected financial results, including without limitation, our expected results for the Modular and Agricultural Products segments; (ix) our expectations regarding receiving Employer Retention Credit refunds; and (x) our expectations concerning our primary capital and cash flow needs.
You should read this report thoroughly with the understanding that our actual results may differ materially from those set forth in the forward-looking statements for many reasons, including events beyond our control and assumptions that prove to be inaccurate or unfounded. We cannot provide any assurance with respect to our future performance or results. Our actual results or actions could and likely will differ materially from those anticipated in the forward-looking statements for many reasons, including but not limited to: (i) the impact of changing credit markets on our ability to continue to obtain financing on reasonable terms; (ii) our ability to repay current debt, continue to meet debt obligations and comply with financial covenants; (iii) the effect of inflation as well as general economic conditions, including consumer and governmental spending, on the demand for our products and the cost of our supplies and materials; (iv) impacts caused by fluctuating commodity prices and fluctuating farm income; (v) fluctuations in seasonal demand and our production cycle; (vi) the ability of our suppliers to meet our demands for raw materials and component parts; (vii) fluctuations in the price of raw materials, especially steel and the impact of U.S. tariff policy and retaliatory tariffs on our business; (viii) our ability to predict and meet the demands of each market in which our segments operate; (ix) the impact of future interest rate changes on our business and the demand of our products, or interest rate changes may be different than we currently expect; and (x) other factors described from time to time in our Securities and Exchange Commission filings. We do not intend to update the forward-looking statements contained in this report other than as required by law. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements.
Critical Accounting Policies
Our critical accounting policies involving the more significant judgments and assumptions used in the preparation of our financial statements as of February 28, 2025 remain unchanged from November 30, 2024. Disclosure of these critical accounting policies is incorporated by reference from Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended November 30, 2024.
Results of Operations
Net Sales and Cost of Sales
Our consolidated corporate sales from continuing operations for the three- month period ended February 28, 2025 were $ 5,141,000 compared to $5,723,000 during the same period in fiscal 2024, a $582,000, or 10.2%, decrease for the comparative three months. Consolidated gross margin for the three months ended February 28, 2025 was 29.1% compared to 25.7% for the same period in fiscal 2024.
Our 2025 first fiscal quarter sales in our Agricultural Products segment were $2,948,000 compared to $4,236,000 during the same period of fiscal 2024, a decrease of $1,288,000, or 30.4%. After a period of heightened demand in fiscal 2023, we started to see a decline in demand for our agricultural products in Q1 2024 due to rising interest rates, declining commodity prices and decreases in expected net farm incomes as high as 30% compared to the previous year. The leveling off of demand in this period drove the decrease in sales from Q1 of fiscal 2024 to Q1 of fiscal 2025. In Q1 of fiscal 2025, we are still battling high interest rates and low row crop commodity prices but are starting to see improvement in dealer equipment stock levels. Equipment dealer lots were oversaturated for much of fiscal 2024 and slowed incoming demand for us. We expect destocking to continue in fiscal 2025, which we believe will increase demand for our products moving forward. The agriculture market is highly cyclical, and we believe fiscal 2024 was the bottom of the cycle. We spent the majority of fiscal 2024 right-sizing our production and administrative staff to help us weather the agricultural downturn. We believe we are at staffing levels where we can see positive earnings and cash flow based on sales levels we have seen in past years of agricultural downturns as long as similar demand persists. While the Federal Reserve most recently held interest rates steady, they reported anticipation of two interest rate cuts for fiscal 2025 and further cuts for fiscal 2026, which we believe will help stimulate all economic growth. We have seen relatively steady demand for our grinder mixer products and beet harvesting equipment in the first fiscal quarter of 2025. We plan to release some product specific programs in fiscal 2025 to continue to turn inventory and unlock cash from product lines where our inventory levels are high. Gross margin for our Agricultural Products segment for the three-month period ended February 28, 2025 was 26.7% compared to 26.9% for the same periods in fiscal 2024. Despite the 30.4% decrease in sales and less variable margin to cover our fixed costs, our gross margin percentage held steady, comparatively, for the first fiscal quarter of 2025 due to cuts to manufacturing expenses we made during fiscal 2024. We expect to see some short term cost increases until the U.S.-based steel manufacturers are able to meet increased American steel demand that could be induced from retaliatory tariffs. The United States currently imports approximately 25% of steel used by industry with Canada, Brazil and Mexico being the top suppliers. The majority of our manufacturing components are sourced in the U.S., however, some of our suppliers do source some of their components from China and other countries. We have been notified of expected tariff charges from some of these suppliers and expect some minor impact from these tariffs on our gross profit.
Our first fiscal quarter sales in our Modular Buildings segment were $2,193,000 compared to $1,487,000 for the same period in fiscal 2024, an increase of $706,000, or 47.5%. A strong demand driven backlog at the end of fiscal 2024 compared to a limited backlog at the end of fiscal 2023 drove our increase in sales for Q1 of fiscal 2025. We continued to see strong demand for our buildings in the first fiscal quarter of 2025, and we intend to focus on moving projects currently under contract in the engineering phase to signed construction contracts in Q2 of fiscal 2025 to continue our strong run from the past two fiscal years. In Q1 of fiscal 2025, we brought on a Director of Business Development and Sales who is transitioning to replace our current President and Director of Sales. We expect the overlap in these positions in fiscal 2025 will provide additional sales opportunities for us in fiscal 2025. We also expect to utilize our outgoing President and Director of Sales as a consultant moving forward to improve sales and maintain customer relationships. Gross margin in the Modular Buildings segment for the three- month period ended February 28, 2025 was 32.3% compared to 22.3% for the same respective period in fiscal 2024. The increased margin is due to increased variable margin on increased sales. Our operations team has also continuously come in on or under budget in their projects in the last 18 months, which has resulted in higher margins and an improved bottom line.
Expenses
Consolidated selling expenses from continuing operations for the three months ended February 28, 2025 were $350,000, compared to $463,000 for the same period in fiscal 2024. The decrease in selling expenses is due to a reduction of employees on the sales and marketing teams in the Agricultural Products segment. Selling expenses as a percentage of sales was 6.8% for the three months ended February 28, 2025 compared to 8.1% for three months ended February 29, 2024.
Consolidated engineering expenses from continuing operations were $85,000 for Q1 of fiscal 2025 compared to $160,000 for the same period in fiscal 2024. The decrease in engineering expenses is related to the reduction in our engineer headcount at the beginning of fiscal 2024. We expect to add a product development manager to our team in fiscal 2025 in order to bolster our product offerings. Engineering expenses as a percentage of sales were 1.7% for the three months ended February 28, 2025, compared to 2.8% for the same period in fiscal 2024.
Consolidated administrative expenses from continuing operations for the three- month period ended February 28, 2025 were $1,059,000 compared to $1,230,000 for the same period in fiscal 2024. Administrative expenses as a percentage of sales were 20.6% for the three months ended February 28, 2025, compared to 21.5% for the same period in fiscal 2024. Administrative expenses decreased year-over-year primarily due to early retirement incentives we offered to help right-size our workforce in Q1 of fiscal 2024, which was not repeated in Q1 of fiscal 2025. We also reduced administrative headcount including our Chairman of the Board stepping in to fill our Chief Executive Officer role in Q4 of fiscal 2024, which positively impacted administrative expenses in Q1 of fiscal 2025 versus Q1 of fiscal 2024.
Net loss from continuing operations
Consolidated net loss from continuing operations was $56,000 for the three-month period ended February 28, 2025, compared to net loss of $424,000 for the same period in fiscal 2024. We saw improved results in the Q1 2025 fiscal quarter despite a 10.2% decrease in sales for the fiscal quarter due to our efforts to reduce staffing and cut expenses in fiscal 2024. We believe we are set up to perform better on reduced sales with upside potential if market conditions become more favorable in fiscal 2025. Based on recent Federal Reserve reports, we expect interest rates to drop and become more conducive to economic growth in fiscal 2025 and we share sentiment with others in our industry that continued dealer destocking would have a positive impact on our operations going forward. Our team is committed to continuing to reduce manufacturing and overhead expenses in fiscal 2025, as we manage the reduced demand we have been experiencing in our Agricultural Products in light of current economic conditions affecting the agriculture system.
Order Backlog
The consolidated order backlog net of discounts for continuing operations as of April 4, 2025 was $6,201,000 compared to $11,416,000 as of April 4, 2024, a 45.7% decrease. The Agricultural Products segment order backlog was $2,136,000 as of April 4, 2025 compared to $2,476,000 in fiscal 2024, a 13.7% decrease. While our backlog is down in this segment, our incoming orders for agriculture equipment in fiscal 2025 have been more consistent than they were a year ago. We carried a heightened backlog into the 2024 fiscal year that fueled us through Q2 of fiscal 2024. Demand was spotty for the final two quarters of fiscal 2024 due to oversaturation of dealer inventory. Despite continued interest rate pressure and low commodity prices, we believe the ongoing destocking of dealer inventory will continue to give us stable demand in fiscal 2025. The backlog for the Modular Buildings segment was $4,065,000 as of April 4, 2025, compared to $8,940,000 in fiscal 2024, a 54.5% decrease. Modular building demand continues to be strong in fiscal 2025. Our sales leads and projects under engineering contracts are expected to bring us similar revenue results to fiscal 2024 despite not being in backlog yet. Our order backlog is not necessarily indicative of future revenue to be generated from such orders due to the possibility of order cancellations and dealer discount arrangements we may enter into from time to time.
Liquidity and Capital Resources
Our primary source of funds for the three months ended February 28, 2025 was cash generated by financing activities, mainly the use of our line of credit. We saw strong cash inflows from collection of accounts receivable and customer deposits for the three months ended February 28, 2025. Our primary cash consumption activities in Q1 of fiscal 2025 were progress on our construction projects, increased inventory for our beet equipment run in the Agricultural Products segment and payment of accrued expenses. We expect our inventory to be a primary source of cash for the remainder of our fiscal year. We expect our primary cash needs for the remainder of the fiscal year to be fulfillment of construction contracts, operating expenses and the retirement of debt. We also expect $1.2 million of net Employer Retention Credit ("ERC") refunds to provide a material inflow of cash, although the timing of any such refunds is unknown and not within our control. Recent announcements related to the cutting of staff at the U.S. Internal Revenue Service could further impact the processing timeline for outstanding ERC claims such as ours.
As of February 28, 2025, our revolving credit line had an outstanding principal balance of $2,199,437. We renewed our revolving line of credit with Bank Midwest on March 27, 2025, with a scheduled maturity date of March 30, 2026. In our most recent renewal, we dropped our principal balances from $5,500,000 to $4,000,000 and also negotiated an interest rate 75 basis points lower than our previous line of credit. The bank's credit committee has preapproved an additional $1,500,000 of principal for the 2025 renewal, consistent with the borrowing availability of our previous line of credit, in the event we need additional funding.
We believe our current financing arrangements will provide sufficient cash to finance operations and pay debt when due during the next twelve months. We expect to continue to be able to procure financing upon reasonable terms.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide disclosure pursuant to this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The persons serving as our principal executive officer and principal financial officer have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period subject to this report. Based on this evaluation, the persons serving as our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of February 28, 2025. Our management has concluded that the consolidated financial statements included in this report present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
We are currently not a party to any material pending legal proceedings.
As a smaller reporting company, we are not required to provide disclosure pursuant to this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table presents the information with respect to purchases made by us of our common stock during the first quarter of fiscal 2025:
| Total Number of |
||||||||||||||||
| Shares |
Approximate Dollar |
|||||||||||||||
| Purchased as part |
Value of Shares that |
|||||||||||||||
| Total |
Average |
of |
May |
|||||||||||||
| Number |
Price |
Publicly |
Yet Be Purchased |
|||||||||||||
| of Shares |
Paid per |
Announced |
under the |
|||||||||||||
| Purchased (1) |
Share |
Plans or Programs |
Plans or Programs |
|||||||||||||
| December 1 to December 31, 2024 |
- | $ | - | N/A | N/A | |||||||||||
| January 1 to January 31, 2025 |
269 | $ | 1.80 | N/A | N/A | |||||||||||
| February 1 to February 28, 2025 |
606 | $ | 1.72 | N/A | N/A | |||||||||||
| Total |
875 | $ | 1.74 | |||||||||||||
(1) Reflects shares withheld pursuant to the terms of restricted stock awards under our 2020 Plan to offset tax withholding obligations that occur upon vesting and release of shares. The value of the shares withheld is the closing price of our common stock on the date the relevant transaction occurs.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Insider Trading Arrangements. During the fiscal quarter ended February 28, 2025, director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
| Exhibit No. |
Description |
| 3.1 |
|
| 3.2 |
|
| 10.1 | Promissory Note, between Bank Midwest and Art's-Way Manufacturing Co., Inc. dated March 27, 2025 - filed herewith |
| 31.1 |
Certification of Chief Executive Officer pursuant to 17 CFR 13a-14(a) – filed herewith. |
| 31.2 |
Certification of Chief Financial Officer pursuant to 17 CFR 13a-14(a) – filed herewith. |
| 32.1 |
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 - furnished herewith. |
| 32.2 |
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 - furnished herewith. |
| 101 |
The following materials from this report, formatted in iXBRL (Inline Extensible Business Reporting Language) are filed herewith: (i) condensed consolidated balance sheets, (ii) condensed consolidated statement of operations, (iii) condensed consolidated statements of stockholders' equity, (iv) condensed consolidated statements of cash flows, and (v) the notes to the condensed consolidated financial statements. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101). |
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.
| ART’S-WAY MANUFACTURING CO., INC. |
|
| Date: April 10, 2025 |
By: /s/ Marc H. McConnell |
| Marc H. McConnell |
|
| President, Chief Executive Officer and Chairman |
|
| Date: April 10, 2025 |
By: /s/ Michael W. Woods |
| Michael W. Woods |
|
| Chief Financial Officer |
Exhibit 10.1
The authoritative copy of this document is held by Bank Midwest
*0339+0000720+040010183919*
PROMISSORY NOTE
|
Principal $4,000,000.00 |
Loan Date 03-25-2025 |
Maturity 03-30-2026 |
Loan No 040010183919 |
Call / Coll RC-C 4a / 43 |
Account 720 |
Officer NRS |
Initials |
|
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. |
|||||||
| Borrower: |
Art's-Way Manufacturing Co., Inc. 5556 Highway 9 Armstrong, IA 50514-7566 |
Lender: |
Bank Midwest Armstrong Branch PO Box 136 500 6th Street Armstrong, IA 50514 |
| Principal Amount: $4,000,000.00 | Date of Note: March 25, 2025 |
PROMISE TO PAY. Art's-Way Manufacturing Co., Inc. ("Borrower") promises to pay to Bank Midwest ("Lender"), or order, in lawful money of the United States of America, the principal amount of Four Million & 00/100 Dollars ($4,000,000.00), together with interest on the unpaid principal balance from March 25, 2025, until paid in full.
PAYMENT. Borrower will pay this loan in one principal payment of $4,000,000.00 plus interest on March 30, 2026. This payment due on March 30, 2026, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning April 30, 2025, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any escrow or reserve account payments as required under any mortgage, deed of trust, or other security instrument or security agreement securing this Note; then to any accrued unpaid interest; then to principal; and then to any late charges. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. All payments must be made in U.S. dollars and must be received by Lender consistent with any written payment instructions provided by Lender. If a payment is made consistent with Lender's payment instructions but received after 5:30 PM Central Time, Lender will credit Borrower's payment on the next business day.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Wall Street Journal Prime Rate as published in the Wall Street Journal Money Rates section (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each one (1) day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 7.500% per annum. Interest on the unpaid principal balance of this Note will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate equal to the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 7.500% per annum based on a year of 360 days. If Lender determines, in its sole discretion, that the Index has become unavailable or unreliable, either temporarily, indefinitely, or permanently, during the term of this Note, Lender may amend this Note by designating a substantially similar substitute index. Lender may also amend and add a positive or negative margin (percentage added to or subtracted from the substitute index value) as part of the rate determination. In making these amendments, Lender may take into consideration any then-prevailing market convention for selecting a substitute index and margin for the specific Index that is unavailable or unreliable. Such an amendment to the terms of this Note will become effective and bind Borrower 10 business days after Lender gives written notice to Borrower without any action or consent of the Borrower. NOTICE: Under no circumstances will the interest rate on this Note be less than 6.000% per annum or more than the maximum rate allowed by applicable law.
INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method.
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Bank Midwest, Armstrong Branch, PO Box 136, 500 6th Street, Armstrong, IA 50514.
LATE CHARGE. If a payment is 30 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $8.50, whichever is greater.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Note will continue to accrue interest at the interest rate under this Note. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.
DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:
Payment Default. Borrower fails to make any payment when due under this Note.
Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.
False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.
Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
The authoritative copy of this document is held by Bank Midwest
| Loan No: 040010183919 |
PROMISSORY NOTE (Continued) |
Page 2 |
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.
Insecurity. Lender in good faith believes itself insecure.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including without limitation all attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.
GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Iowa without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Iowa.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts.
COLLATERAL. Borrower acknowledges this Note is secured by any and all security documents, including, but not limited to, all Security Agreements, Supplemental Security Agreements, all Guaranties, Real Estate Mortgages and Assignment of Rents.
PURPOSE OF LOAN. The specific purpose of this loan is: 2025 Operating Line of Credit.
LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be requested either orally or in writing by Borrower or as provided in this paragraph. Lender may, but need not, require that all oral requests be confirmed in writing. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. The following person or persons are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of such authority Marc H McConnell, President, Chief Executives Officer of Art's-Way Manufacturing Co., Inc.; and Michael Woods, Chief Financial Officer of Art's-Way Manufacturing Co., Inc. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note. All advances will be made at the sole discretion of the Lender.
PRIOR NOTE. Renewal of Loan#40010148268.
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.
SHARING CUSTOMER INFORMATION WITH AFFILIATES. Borrower acknowledges and agrees that Lender may share Borrower's financial information with any affiliate of Bank Midwest. Lender agrees that it will require those affiliates to maintain the privacy of such information.
GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.
The authoritative copy of this document is held by Bank Midwest
| Loan No: 040010183919 |
PROMISSORY NOTE (Continued) |
Page 3 |
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT.
BORROWER:
ART'S-WAY MANUFACTURING CO., INC.
| By: |
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By: |
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| Marc H McConnell, President, Chief Executives Officer of Art's-Way Manufacturing Co., Inc. | Michael Woods, Chief Financial Officer of Art's-Way Manufacturing Co., Inc. |
LENDER:
BANK MIDWEST
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| Nicole Simpson, SVP Market President |
LaserPro, Ver. 24.4.20.030 Copr. Finastra USA Corporation 1997, 2025. All Rights Reserved. - IA K:\CFI\LPL\D20.FC TR-517761 PR-102
Exhibit 31.1
CERTIFICATION PURSUANT TO 17 CFR 240.13(a)-14(a)
(SECTION 302 CERTIFICATION)
I, Marc H. McConnell, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Art’s-Way Manufacturing Co., Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a) |
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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ART’S-WAY MANUFACTURING CO., INC. |
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Date: |
/s/ Marc H. McConnell |
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Marc H. McConnell |
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President, Chief Executive Officer and Chairman |
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Exhibit 31.2
CERTIFICATION PURSUANT TO 17 CFR 240.13(a)-14(a)
(SECTION 302 CERTIFICATION)
I, Michael W. Woods, certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Art’s-Way Manufacturing Co., Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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ART’S-WAY MANUFACTURING CO., INC. |
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Date: |
/s/ Michael W. Woods |
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Michael W. Woods |
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Chief Financial Officer |
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Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of Art’s-Way Manufacturing Co., Inc. (the “Company”) for the fiscal quarter ended February 28, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marc H. McConnell, as the President, Chief Executive Officer and Chairman of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Date: |
April 10, 2025 |
/s/ Marc H. McConnell |
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Marc H. McConnell |
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President, Chief Executive Officer and Chairman |
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Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of Art’s-Way Manufacturing Co., Inc. (the “Company”) for the fiscal quarter ended February 28, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael W. Woods, as the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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3. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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4. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Date: |
/s/ Michael W. Woods |
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Michael W. Woods |
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Chief Financial Officer |
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