-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ri7KOqoF+QA+IrKuKdPIueWXsJCHjchBgPHudm2GLh8qjOmc54z7B0wcMgww1ftY 3dgbUhxMPSKU7Y/Irx7UVg== 0000007623-07-000003.txt : 20070227 0000007623-07-000003.hdr.sgml : 20070227 20070226182452 ACCESSION NUMBER: 0000007623-07-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061130 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20070227 DATE AS OF CHANGE: 20070226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARTS WAY MANUFACTURING CO INC CENTRAL INDEX KEY: 0000007623 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 420920725 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05131 FILM NUMBER: 07650651 BUSINESS ADDRESS: STREET 1: P O BOX 288 CITY: ARMSTRONG STATE: IA ZIP: 50514 BUSINESS PHONE: 7128643131 MAIL ADDRESS: STREET 1: P O BOX 288 CITY: ARMSTRONG STATE: IA ZIP: 50514 8-K 1 press8ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 26, 2007 ART'S-WAY MANUFACTURING CO., INC. (Exact Name of Registrant As Specified In Its Charter) Delaware State or Other Jurisdiction of Incorporation 0-05131 42-0920725 (Commission File No.) (IRS Employer Identification Number) P.O. Box 288 Armstrong, Iowa 50514 (Address of Principal Executive Offices) (Zip Code) (712) 864-3131 (Registrant's Telephone Number Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below): ___ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ___ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ___ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4 (c)) Form 8-K Item 2.02 Results of Operations and Financial Condition Art's-Way Manufacturing Co., Inc (the "Company") issued a press release on February 26, 2007 with earnings information on the Company's quarter ended November 30, 2006. The press release is furnished with this Form 8-K as Exhibit 99.1 Item 9.01 Financial Statements and Exhibits Exhibit 99.1 Press Release, dated February 26, 2007, issued by the Company. The information contained in this Current Report under Item 2.02, including the exhibit referenced in Item 9.01, is being "furnished' pursuant to "Item 2.02 Results of Operations and Financial Condition" of Form 8-K and, as such, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of the Section. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. SIGNATURE mation cont Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ART'S-WAY MANUFACTURING CO., INC. Date: February 26, 2007 By: /s/ Carrie L. Majeski Carrie L. Majeski Chief Financial Officer Exhibit Index Description Exhibit No. 99.1 Press Release, dated February 26, 2007, issued by the Company. EX-32 2 exhbt99t.txt Exhibit No. 99.1 ART'S-WAY FOURTH QUARTER AND 12 MONTH RESULTS ARMSTRONG, IOWA - Art's-Way Manufacturing Co., Inc., today (February 26, 2007) released the following results for the fiscal fourth quarter and twelve months ended November 30, 2006. Highlights: " Fiscal Year 2006 sales exceeded 2005 by 36% " Earnings per share for the fourth quarter increase .04 over the same period in 2005 " Year to date earnings per share are down .03 over the same period in 2005, of that decrease .07 per share is due directly to a one time change in our bonus accrual method " As of February 2006 order backlogs increased to $11,792,000 compared to $7,158,000 a year ago, newly acquired Art's-Way Scientific, Inc. attributed $5,715,000 of the overall increase (All figures in thousands of dollars except per share amounts) Quarter Ended November 30, 2006 November 30, 2005 Net Sales. . . . . . . . . . $ 5,384 $ 3,037 Gross Profit. . . . . . . . 1,640 1,059 Income from Operations. . . 556 382 Interest and Other Expense. 133 68 Income before Income Taxes . 423 314 Income Tax Expense (Benefit) 95 88 Net Income . . . . . . . . . 328 226 Basic Income Per Share (a). . $ 0.16 $ 0.12 Diluted Income Per Share (b) $ 0.16 $ 0.11 Twelve Months Ended November 30, 2006 November 30, 2005 Net Sales . . . . . . . . . $ 19,854 $ 14,619 Gross Profit . . . . . . . 5,705 4,405 Income from Operations. . . 1,773 1,690 Interest and Other Expense . 356 215 Income before Income Taxes . 1,417 1,474 Income Tax Expense (Benefit) 483 497 Net Income . . . . . . . . . 934 977 Basic Income Per Share (a) . $ 0.47 $ 0.50 Diluted Income Per Share (b) $ 0.47 $ 0.50 (a) Basic income per share based on the weighted average number of shares outstanding 1,973,890 and 1,963,176 for the quarter and 1,970,998 and 1,951,108 for the twelve months ended November 2006 and 2005, respectively. (b) Diluted income per share based on the weighted average number of shares outstanding 1,979,827 and 1,972,666 for the quarter; and 1,978,430 and 1,970,221 for the twelve months ended November 2006 and 2005 respectively. Our consolidated revenue of $19,854,000 for 2006 represents a 36% increase when compared to $14,619,000 for 2005. Art's-Way Vessels had revenues of $3,797,000, compared to $358,000 in 2005, the year in which we acquired the assets. Art's-Way Scientific had revenues of $1,032,000, for the period from its acquisition in August 2006 through November 2006. Art's-Way Manufacturing had revenues totaling $15,025,000. Art's-Way Manufacturing's branded products increased by $992,000 while OEM sales increased by $228,000. Gross profit as a percent of sales was 29% for 2006 compared to 30% for 2005. While we worked to retain and improve our profit margins with pricing, we have also experienced some disruption due to the acquisition and integration of Art's-Way Vessels and Art's-Way Scientific. Furthermore, we have made some significant changes to our manufacturing methods in our Armstrong facility that had caused inefficiencies during the transition from a batch build to a more lean continuous flow for the production of our grinder mixer line. We also had a number of products that went from the design stage into production; this seems to hurt our efficiencies for a certain amount of time. We do believe that we have instilled new disciplines and expect to regain our gross profit in 2007. Consolidated operating expenses in 2006 increased $1,217,000 from 2005. Art's-Way Vessels represents $736,000 of that increase, Art's-Way Scientific represents $269,000 while Art's-Way Manufacturing represents $230,000 of the total. As a percent of sales, operating expenses were 20% and 19%, respectively, when comparing 2006 and 2005. Consolidated engineering expenses for Art's-Way Manufacturing decreased by $56,000. This was due to a decrease in research and development from 2005 when we were developing an exportable beet harvester, defoliator and a new domestic defoliator. Consolidated selling expenses for Art's-Way Manufacturing increased $141,000 from 2005 to 2006. The newly acquired Art's-Way Scientific, accounts for $71,000. Art's-Way Manufacturing selling costs increased $70,000 as this segment increased its marketing efforts to better penetrate our customers and markets. Consolidated general and administrative expenses increased by $1,131,000. The addition of Art's-Way Scientific resulted in an increase of $198,000. Art's-Way Vessels resulted in an increase of $737,000. Art's-Way Manufacturing accounted for an increase of $215,000. In 2006 we accrued for bonuses paid out in 2007 based on the results of 2006. This was the first year that we accrued for bonuses, as in the past bonus amounts were not known until after the reporting period was closed. This change in accounting resulted in an increase in general and administrative expenses of $133,000 compared to 2005. Other cost increases for Art's-Way Manufacturing included on-going expenses to implement a new Enterprise Resource Planning system, costs related to our 50th anniversary milestone and normal inflationary increases. Art's-Way Manufacturing experienced a 65% increase in consolidated interest and other expenses in 2006 compared to 2005. Interest expense accounted for substantially all of the increase and was due to higher average loan balances, as we borrowed an additional $1,500,000 to finance acquisitions and equipment purchases, and increased interest rates. Income before tax in 2006 was down slightly to $1,417,000 compared to $1,474,000 in 2005. Net income of $934,000 for 2006 compared to $977,000 in 2005. We continue to strive to reduce costs, and continue our move to a lean manufacturing environment. We also continue to invest in our future through research and development as well as new equipment and acquisitions. We believe that as of the end of fiscal 2006, our overall company has strengthened through new product offerings and the acquisition of Art's-Way Scientific. The backlog of orders booked in February 2007, totaled approximately $11,792,000 compared $7,158,000 in consolidated backlog a year ago. Overall, we are looking forward to another strong year in 2007. Art's-Way manufactures and distributes farm machinery niche products including animal feed processing equipment, sugar beet and potato harvesting equipment, edible bean equipment, land maintenance equipment, finished mowing, crop shredding equipment and seed planting equipment. Art's-Way also produces haylage machinery for several original equipment manufacturers (OEM's). Starting in fiscal 2004, the Company is manufacturing moldboard plows under its own label under a license agreement with CNH. After market service parts are also an important part of the Company's business. Our wholly owned subsidiary Art's-Way Vessels Inc. manufactures pressurized tanks and vessels. Our wholly owned subsidiary Art's-Way Scientific Inc. manufactures modular buildings. This news release includes "forward-looking statements" within the meaning of the federal securities laws. Statements of anticipated future results are based on current expectations and are subject to a number of risks and uncertainties, including but not limited to, quarterly fluctuations in results, customer demand for the Company's products, domestic and international economic conditions, the management of growth and other risks detailed from time to time in the Company's Securities and Exchange Commission filings. Actual results may differ markedly from management's expectations. The Company cautions readers not to place undue reliance upon any such forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----