UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 10-QSB
(Mark One)
[x] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934. For the quarterly period ended May 31, 2007
[ ] 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. 0-5131
ART'S-WAY MANUFACTURING CO., INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE 42-0920725
(State or Other Jurisdiction I.R.S. Employer Identification No.
of Incorporation or Organization)
Hwy 9 West, Armstrong, Iowa
50514
(Address of Principal Executive Offices)
(712) 864-3131
Issuer's Telephone Number, Including Area Code
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Exchange Act during the past 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. Yes X No __
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes __ No X
Number of common shares outstanding as of July 16, 2007: 1,978,176
Transitional Small Business Disclosure Format (check one): Yes _ No X
ARTS WAY MANUFACTURING CO., INC.
Consolidated Statements of Operations
Condensed
(Unaudited)
Three Months Ended Year to Date
May 31, May 31, May 31, May 31,
2007 2006 2007 2006
Net sales $ 5,699,168 $ 4,111,729 $ 10,974,205 $ 8,413,817
Cost of goods sold 4,014,104 2,822,374 7,790,881 5,749,057
Gross profit 1,685,064 1,289,355 3,183,324 2,664,760
Expenses:
Engineering 135,021 108,858 214,109 199,898
Selling 220,704 192,978 453,051 385,237
General and
administrative 591,076 677,356 1,270,902 1,278,804
Total expenses 946,801 979,192 1,938,062 1,863,939
Income from operations 738,263 310,163 1,245,262 800,821
Other income (expense):
Interest expense (72,240) (99,969) (178,211) (182,311)
Other 171,264 24,822 353,953 41,458
Total other expense 99,024 (75,147) 175,742 (140,853)
Income before income taxes 837,287 235,016 1,421,004 659,968
Income tax (benefit) 279,157 81,847 482,545 234,829
Net income $ 558,130 $ 153,169 $ 938,459 $ 425,139
Net income per share:
Basic $ 0.28 $ 0.08 $ 0.47 $ 0.22
Diluted 0.28 0.08 0.47 0.21
Common shares and
equivalent outstanding:
Basic 1,978,176 1,972,796 1,978,176 1,968,451
Diluted 1,983,182 1,979,570 1,982,614 1,977,619
See accompanying notes to consolidated financial statements.
ARTS WAY MANUFACTURING CO., INC.
Consolidated Balance Sheets
Condensed
(Unaudited)
May November
Assets 2007 2006
Current assets:
Cash $ 2,334,020 $ 2,072,121
Accounts receivable-customers, net of
allowance for doubtful accounts of $102,288
and $108,372 in May and November, respectively 2,279,406 2,313,290
Inventories, net 8,250,974 5,998,175
Profit in excess of billings 67,202 0
Deferred taxes 772,000 672,000
Insurance Receivable 982,506 0
Other current assets 180,448 163,114
Total current assets 14,866,556 11,218,700
Property, plant, and equipment, net 2,845,456 3,185,298
Deferred taxes 0 100,000
Other assets 94,438 110,240
Total assets $ 17,806,450 $ 14,614,238
Liabilities and Stockholders Equity
Current liabilities:
Notes payable to bank $ 93,531 $ 0
Current portion of term debt 278,686 220,559
Accounts payable 1,008,303 587,555
Customer deposits 2,111,411 424,205
Billings in excess of cost and profit 435,279 57,266
Accrued expenses 1,067,582 1,427,658
Total current liabilities 4,994,792 2,717,243
Deferred taxes 122,341 0
Term debt, excluding current portion 3,703,485 3,852,372
Total liabilities 8,820,618 6,569,615
Stockholders equity:
Common stock $0.01 par value. Authorized
5,000,000 shares; issued 1,978,176 and
1,978,176 shares in 2007 and 2006 19,782 19,782
Additional paid-in capital 1,768,447 1,765,697
Retained earnings 7,197,603 6,259,144
Total stockholders equity 8,985,832 8,044,623
Total liabilities and stockholders equity $ 17,806,450 $ 14,614,238
See accompanying notes to consolidated financial statements.
ARTS WAY MANUFACTURING CO., INC.
Consolidated Statements of Cash Flows
Condensed
(Unaudited)
Year to Date
May May
2007 2006
Cash flows from operations:
Net income $ 938,459 $ 425,139
Adjustments to reconcile net income to
net cash provided by operating activities:
Stock based compensation 2,750 2,638
(Gain) Loss on sale of property, plant, and
equipment (698,884) (16,238)
Depreciation and amortization 169,594 132,266
Deferred income taxes 122,341 123,000
Changes in assets and liabilities
(Increase) decrease in:
Accounts receivable 33,884 (689,170)
Inventories (2,323,004) (976,780)
Other current assets (17,334) (44,994)
Other, net 15,802 (3,698)
Increase (decrease) in:
Accounts payable 420,748 168,940
Contracts in progress, net (68,564) 0
Customer deposits 1,687,206 1,033,180
Accrued expenses (360,076) 213,437
Net cash provided by operating activities (77,078) 367,720
Cash flows from investing activities:
Purchases of property, plant, and equipment (163,793) (712,427)
Proceeds from insurance recoveries 499,999 0
Proceeds from sale of property, plant, and equipment 0 82,689
Net cash (used in) investing activities 336,206 (629,738)
Cash flows from financing activities:
Net change in line of credit 93,531 0
Payments of notes payable to bank (90,760) (91,133)
Loan Origination Fee Paid 0 (27,070)
Proceeds from term debt 0 1,500,000
Proceeds from the exercise of stock options 0 23,200
Net cash provided by (used in) financing activities 2,771 1,404,997
Net increase/(decrease) in cash 261,899 1,142,979
Cash at beginning of period 2,072,121 1,198,238
Cash at end of period $ 2,334,020 $ 2,341,217
Supplemental disclosures of cash flow information:
Cash paid/(received) during the period for:
Interest $ 208,308 $ 169,569
Income taxes 685,779 24,100
Supplemental disclosures of noncash investing activities:
Proceeds from insurance recoveries $ 499,999 $ 0
Insurance recoveries receivable 982,506 0
Net book value of assets destroyed
Property, plant and equipment (334,041) 0
Cost incurred on contracts in progress (379,375) 0
Inventories (70,205) 0
Gain on insurance recovery $ 698,884 $ 0
See accompanying notes to consolidated financial statements.
ART'S WAY MANUFACTURING CO., INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement Presentation
The financial statements are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the
financial position and operating results for the interim periods. The
financial statements should be read in conjunction with the financial
statements and notes thereto contained in the Company's Annual Report on
Form 10-KSB for the year ended November 30, 2006. The results of
operations for the six months ended May 31, 2007 are not necessarily
indicative of the results for the fiscal year ending November 30, 2007.
2. INVENTORIES
Major classes of inventory are:
May 31, November 30,
2007 2006
Raw material $ 5,809,645 $ 3,260,897
Work-in-process 699,342 981,979
Finished goods 3,001,814 2,886,860
Total $ 9,510,801 $ 7,129,736
Less reserves 1,259,827 1,131,561
Inventories $ 8,250,974 $ 5,998,175
3. ACCRUED EXPENSES
Major components of accrued expenses are:
May 31, November 30,
2007 2006
Salaries, wages and commissions $ 495,983 $ 464,609
Accrued warranty expense 253,853 230,740
Income tax 31,141 356,712
Other 286,605 375,597
Total $ 1,067,582 $ 1,427,658
4. PRODUCT WARRANTY
The Company offers limited 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 one year from
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. 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.
Changes in the Company's product warranty liability for the
three and six months ended May 31, 2007 and 2006 are as follows:
Three Months Ended Six Months Ended
May 31, May31, May 31, May31,
2007 2006 2007 2006
Balance, beginning $221,089 $84,440 $230,740 $131,832
Settlements made in
cash or in-kind (11,125) (36,906) (118,819) (147,319)
Warranties issued 43,889 119,953 141,932 182,974
Balance, ending $253,853 $167,487 $253,853 $167,487
5. LOAN AND CREDIT AGREEMENTS
The Company has a revolving line of credit for $3,500,000 with advances
funding the working capital, letter of credit and corporate credit card
needs that will mature on April 30, 2008. The interest rate is West
Bank's prime interest rate, adjusted daily. Monthly interest only
payments are required and the unpaid principal is due on the maturity
date. Collateral consists of a first position on assets owned by the
Company including, but not limited to inventories, accounts receivable,
machinery and equipment. As of May 31, 2007 and 2006, the Company had
borrowed approximately $94,000 and $0, respectively. Total amount
available for borrowing at May 31, 2007 was $3,406,000. Other terms and
conditions of the debt with West Bank include providing monthly
internally prepared financial reports including accounts receivable
aging schedules and borrowing base certificates and year-end audited
financial statements. The borrowing base shall limit advances from line
of credit to 60% of accounts receivable less than 90 days, 60% of
finished goods inventory, 50% of raw material inventory and 50% of
work-in-process inventory plus 40% of appraisal value of machinery and
equipment.
J. Ward McConnell, Jr. was required to personally guarantee the debt with
West Bank on an unlimited and unconditional basis. The guarantee of the
term debt shall be reduced after the first three years to a percentage
representing his ownership of the Company. Mr. McConnell's guarantee
shall be removed from the term debt in the event that his ownership
interest in the Company is reduced to a level less than 20% after the
first three years of the loan. The Company compensates Mr. McConnell for
his personal guarantee at an annual percentage rate of 2% of the
outstanding balance to be paid monthly. Guarantee fee payments to Mr.
McConnell were approximately $30,000 and $31,000, for the six months
ended May 31, 2007, and 2006, respectively.
A summary of the Company's term debt is as follows:
May 31, November 30,
2007 2006
West Bank loan payable in monthly
installments of $17,776 including
interest at Bank's prime rate plus
1.5%, due March 31, 2023 (A) (B) $ 1,682,057 $ 1,701,843
West Bank loan payable in monthly
installments of $10,000 including
interest at Bank's prime rate plus
1.5%, due March 31, 2015 (A) (B) $ 922,532 $ 943,034
West Bank loan payable in monthly
installments of $22,063 including
interest at Bank's prime rate plus
1.0% due April 2016 $1,377,582 $1,428,054
Total term debt $ 3,982,171 $ 4,072,931
Less current portion of term debt $ 278,686 $ 220,559
Term debt, excluding current
portion $ 3,703,485 $ 3,852,372
(A) Notes are supported by a guarantee issued by the United States
Department of Agriculture (USDA) for 75% of the loan amount outstanding.
Collateral for these loans are primarily real estate with a second
position on assets securing the line of credit. The USDA subordinates
collateral rights in all assets other than real estate in an amount
equal to West Bank's other credit commitments.
(B) Covenants include, but are not limited to, restrictions on
payment of dividends, debt service coverage ratio, debt/tangible net
worth ratio, current ratio, limitation on capital expenditures, and
tangible net worth.
On June 7th, 2007 the Company restructured its long-term debt with West
Bank. The Company will now have one loan for $4,100,000. The loan
matures on May 1, 2017 and bears interest at the U.S. daily 5-year
treasury index (presently 4.16%) plus 2.75 bps fixed for 5 years and ten
adjusted to the prevailing same index and margin on the sixth
anniversary of the loan for the balance of the term. For the first five
years the interest is capped at 7.25%. Monthly principal and interest
payments in the amount of $42,500 are required compared to $50,000 with
the previous three loans. The new loan will not be guaranteed by the
USDA or by Mr. McConnell.
6. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2006, the FASB issued Financial Interpretation No. 48,
Accounting for Uncertainty in Income Taxes - an interpretation of
FASB Statement No. 109 (Issued 6/06). This Interpretation prescribes
a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. It also provides guidance on
derecognition, classification, interest and penalties, accounting in
interim periods, disclosure, and transition. For the Company, the
Statement is effective for fiscal years beginning after December 15,
2006. The Company is assessing the effects of Financial Interpretation
No. 48.
7. STOCK OPTION PLANS
On January 25, 2007 the Board of Directors adopted the 2007 Non-Employee
Directors' Stock Option Plan. Options will be granted to non-employee
directors to purchase shares of common stock of the Company at a price
not less than fair market value at the date the options are granted.
Non-employee directors are automatically or initially granted options to
purchase 1,000 shares of common stock annually upon their election to
the Board, which are automatically vested. Options granted are
nonqualified stock options. The option price and terms are set by the
Compensation Committee of the Board of Directors of the Company.
On February 5, 2007 the Board of Directors adopted the 2007 Employee
Stock Option Plan which was approved by the stockholders at the Annual
Stockholders' Meeting on April 26, 2007.
8. SUBSEQUENT EVENTS
On June 26, 2007 the Company announced that they had signed a letter of
intent with Miller - St. Nazianz, Inc. The letter of intent calls for
Miller - St. Nazianz to sell to Art's-Way Manufacturing Co., Inc.
portions of its Miller Pro product offerings, specifically the hay and
forage lines. The sale is to include all inventories, tooling and other
proprietary rights of these products. Closing is scheduled before the
next selling season in September. It is the intent of the Company to
move the production of the Miller lines to its Armstrong, Iowa location
where it produces its other agricultural equipment.
9. SEGMENT INFORMATION
On October 4, 2005, the Company purchased certain assets of Vessels
Systems, Inc. which created a separate operating segment. On August 2,
2006, the Company purchased certain assets of Tech Space, Inc. which
created a third operating segment. Prior to these acquisitions the
Company operated in one reportable segment.
The Company's reportable segments are strategic business units that
offer different products. They are managed separately because each
business requires different technology and marketing strategies.
There are three reportable segments: agricultural products, pressurized
vessels and modular buildings. The agricultural products segment
fabricates and sells farming products as well as replacement parts for
these products in the United States and worldwide. Export sales year to
date amounted to $460,000 and $0 in 2007 and 2006 respectively. The
pressurized vessel segment produces pressurized tanks. The modular
building segment produces modular buildings for animal containment and
various laboratory uses.
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. The agricultural products, pressurized vessels,
and modular building segment information are for the three and six
months ended May 31, 2007 and May 31, 2006.
Three Months Ended May 31, 2007
Agricultural Pressurized Modular Consolidated
Products Vessels Buildings
Revenue from external customers 3,102,000 1,203,000 1,394,000 5,699,000
Income from operations 98,000 320,000 320,000 738,000
Income before tax 93,000 298,000 446,000 837,000
Segment profit 67,000 197,000 294,000 558,000
Total Assets 13,031,000 2,098,000 2,677,000 17,806,000
Capital expenditures 71,000 11,000 11,000 93,000
Depreciation 69,000 13,000 12,000 94,000
Three Months Ended May 31, 2006
Agricultural Pressurized Modular Consolidated
Products Vessels Buildings
Revenue from external customers 3,301,000 811,000 0 4,112,000
Income from operations 106,000 204,000 0 310,000
Income before tax 24,000 211,000 0 235,000
Segment profit 22,000 131,000 0 153,000
Total Assets 13,343,000 1,715,000 0 15,058,000
Capital expenditures 361,000 17,000 0 378,000
Depreciation 69,000 10,000 0 79,000
Six Months Ended May 31, 2007
Agricultural Pressurized Modular Consolidated
Products Vessels Buildings
Revenue from external customers 6,374,000 2,254,000 2,346,000 10,974,000
Income from operations 386,000 530,000 329,000 1,245,000
Income before tax 329,000 486,000 606,000 1,421,000
Segment profit 217,000 322,000 400,000 939,000
Total Assets 13,031,000 2,098,000 2,677,000 17,806,000
Capital expenditures 116,000 17,000 31,000 164,000
Depreciation 129,000 25,000 16,000 170,000
Six Months Ended May 31, 2006
Agricultural Pressurized Modular Consolidated
Products Vessels Buildings
Revenue from external customers 6,929,000 1,485,000 0 8,414,000
Income from operations 584,000 217,000 0 801,000
Income before tax 433,000 227,000 0 660,000
Segment profit 284,000 141,000 0 425,000
Total Assets 13,343,000 1,715,000 0 15,058,000
Capital expenditures 681,000 31,000 0 712,000
Depreciation 111,000 21,000 0 132,000
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto appearing
elsewhere in this report. Management's discussion and analysis contains
forward-looking statements that involve risks and uncertainties,
including but not limited to, quarterly fluctuations in results;
customer demand for our products; economic conditions; the achievement
of lower costs and expenses; the continued availability of financing in
the amount and on the terms required to support future business; and
other risks detailed from time to time in our other Securities and
Exchange Commission filings. Actual results may differ materially from
management's expectations.
(a) Plan of Operation
In the current fiscal year we plan to continue growth through new
product development and when appropriate acquisition. We continue to
look for new and better ways to improve our product offerings for our
end users. We persist in our attempt to improve our efficiencies,
through the implementation of lean manufacturing processes.
(b) Management's Discussion and Analysis of Financial Condition and
Results of Operations
(i) Critical Accounting Policies
Our critical accounting policies involving the more significant
judgments and assumptions used in the preparation of the financial
statements as of May 31, 2007 have remained unchanged from November 30,
2006. These policies involve revenue recognition, inventory valuation
and income taxes. Disclosure of these critical accounting policies is
incorporated by reference under Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operation" in our Annual
Report on Form 10-KSB for the year ended November 30, 2006.
(ii) Results of Operations
Our consolidated net sales for the six months ended were $10,974,000,
representing a 30% increase compared to the same period one year ago. A
majority of this increase was due to the inclusion of Art's-Way
Scientific, Inc., net sales of $2,346,000, for the six months just
ended. Art's-Way Scientific, Inc. was acquired in August of 2006 and
therefore was not included in last year's six months results. Art's-Way
Manufacturing had revenues totaling $6,374,000 for the six months,
compared to $6,929,000 for the same period in 2006. This decrease was
due to a reduction in sales to our OEM dealers for blowers. Art's-Way
Vessels had revenues totaling $2,254,000 for the six months ended,
compared to $1,485,000 for the same period in 2006. Art's-Way Vessels
has succeeded in increasing sales since the acquisition date through on
time delivery of a quality product, to new and existing customers.
Consolidated gross profit increased during the quarter to 30% compared
to 28% in the first quarter. Year to date gross profit is 29% compared
to 32% in 2006. When we purchased Art's-Way Scientific we also purchased
their backlog and had to honor pricing from the prior owners. Art's-Way
Scientific's gross profit was 20% for the first quarter of 2007, year to
date, gross profit has increased to 28%. Art's-Way Manufacturing's gross
profit was 28% while Art's-Way Vessel's was 34% year to date.
Operating expenses for the quarter decreased $32,000 compared to 2006. As
a percent of sales, operating expenses decreased by seven percentage
points- 17% in 2007 compared to 24% in 2006. Year to date operating
expenses are 18% compared to 22% in 2006. Art's-Way Manufacturing's year
to date operating expense as a percentage of sales was 22%, Art's-Way
Vessel 11% and Art's-Way Scientific was 14%.
General and administrative expenses for the quarter decreased $86,000 as
compared to 2006. Year to date general and administrative expenses as a
percentage of sales was 12% compared to 15% in 2006.
Engineering expenses are up $26,000 for the quarter compared to the same
quarter in 2006. As a percent of year to date sales, engineering
expenses remain consistent at 2% for both 2007 and 2006.
Selling expenses were up for the quarter by $28,000 compared to the same
quarter in 2006. As a percent of sales, year to date selling expenses
are 4% compared to 5% in 2006.
Interest expense year to date remains consistent. Other income increased
by $312,000 in 2007 compared to 2006 as a result of our accounting for
the fire and insurance recoveries in Monona, Iowa.
As previously disclosed on January 16th, 2007, one of our buildings in
Monona, Iowa, was completely destroyed by fire. The building housed the
production and offices for Art's-Way Scientific. The 36,000 square foot
building was a stick built structure with steel siding. We were insured
for the loss of the building, its contents as well as the disruption in
business. We are currently working with our insurance company to settle
the claim. At this time we have received $500,000 towards the claim and
we have booked a receivable for the estimated loss of the building of
$983,000. We have incurred costs in excess of $900,000 related to the
fire, including $334,000 in losses of fixed assets. We are currently
working from one of our other buildings in Monona, Iowa. We have started
construction on our replacement building. The new building will be
located in Monona on the same site as the building that was destroyed.
It is our intent to be in a new building by September 2007. We continue
to manufacture buildings and have not lost any orders to date.
The order backlog as of May 31, 2007 is $12,105,000 compared to
$5,790,000 one year ago. Art's-Way Manufacturing's order backlog as of
May is $4,325,000 compared to $3,099,000 in 2006, Art's-Way Vessels
backlog is $1,682,000 compared to $2,691,000 in 2006, and Art's-Way
Scientific's backlog is $6,097,000.
(iii) Liquidity and Capital Resources
Our main source of funds year to date came from customer deposits which
increased $1,687,000 over our 2006 year end. This is a traditional
increase for us as our beet programs runs in the first quarter and we
offer discounts to our customers for making down payments on their
orders. We are working to settle the insurance claim for the building,
inventory and assets that were destroyed in Monona, Iowa. We have
currently recorded a gain of $699,000 as the result of the difference
between anticipated fire insurance proceeds and the net book value of
assets destroyed in the fire. We are also showing proceeds from
insurance recoveries of $500,000 that relates directly to the expected
insurance proceeds on the building. Inventories increased $2,253,000. We
have bought in large quantities of steel for our current build of sugar
beet equipment.
See footnote 5 of the notes to the consolidated condensed financial
statements for a discussion of our credit facilities.
Item 3
CONTROLS AND PROCEDURES
Senior management, including the Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures
are effective to ensure that information required to be disclosed by us
in the reports that we file or submit under the Exchange Act is (a)
accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure; and (b) recorded,
processed, summarized and reported, within the time specified in the
SEC's rules and forms. Since that evaluation process was completed there
have been no significant changes in our disclosure controls or in other
factors that could significantly affect these controls.
There were no changes in our internal control over financial reporting,
identified in connection with this evaluation that occurred during the
period covered by this report that materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
Part II - Other Information
ITEM 1. LEGAL PROCEEDINGS
During the period covered by this report, we were not a party to any
legal action or claim which was other than routine litigation incidental
to our business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At our annual meeting of stockholders held April 26, 2007, the following
individuals were elected to our Board of Directors to hold office until
the next annual meeting or until their successors are elected and
qualified, with the following votes in favor of election:
FOR WITHHELD
David R. Castle 1,918,858 20,323
Fred W. Krahmer 1,918,458 20,323
James Lynch 1,918,458 20,323
Douglas McClellan 1,918,458 20,323
J. Ward McConnell, Jr. 1,918,458 20,323
Marc H. McConnell 1,918,458 20,323
Thomas E. Buffamante 1,918,458 20,323
The stockholders ratified the selection of Eide Bailly, LLP as
independent public accountants for the year ending November 30, 2007.
Total number of shares voted in favor: 1,934,194
Total number of shares voted against: 2,501
Total number of abstentions: 2,086
Total number of broker non-votes: 0
The stockholders also approved the adoption of the Art's-Way
Manufacturing Co., Inc. 2007 Stock Option Plan.
Total number of shares voted in favor: 1,050,206
Total number of shares voted against: 54,980
Total number of abstentions: 3,066
Total number of broker non-votes: 830,529
ITEM 6. EXHIBITS
See Exhibit Index on page 15 of this report.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ART'S-WAY MANUFACTURING CO., INC.
By: ___________________________ By: _____________________________
E.W. Muehlhausen Carrie L. Majeski
President Chief Financial Officer
Date:______________________ Date:________________________
Exhibits Index
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
32.1 Certification of Chief Executive Officer under 18 U.S.C. Section 1350.
32.2 Certification of Chief Financial Officer under 18 U.S.C. Section 1350.