10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2023

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. 000-05131

ART’S-WAY MANUFACTURING CO., INC..

(Exact name of registrant as specified in its charter)

Delaware	42-0920725
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5556 Highway 9

Armstrong, Iowa 50514

(Address of principal executive offices) (Zip Code)

(712) 208-8467

(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
Common stock $0.01 par value	ARTW	The Nasdaq Stock Market LLC

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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 ☐  Non-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 ☐ No ☒

Number of common shares outstanding as of October 5, 2023: 5,009,574

Art’s-Way Manufacturing Co., Inc.

Index

Page No.

PART I – FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets August 31, 2023 and November 30, 2022	1
	Condensed Consolidated Statements of Operations Three-month and nine-month periods ended August 31, 2023 and August 31, 2022	2
	Condensed Consolidated Statements of Stockholders’ Equity Nine-month periods ended August 31, 2023 and August 31, 2022	3
	Condensed Consolidated Statements of Cash Flows Nine-month periods ended August 31, 2023 and August 31, 2022	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II – OTHER INFORMATION		20
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
	SIGNATURES	22

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ART’S-WAY MANUFACTURING CO., INC.

Condensed Consolidated Balance Sheets

	(Unaudited)
	August 31, 2023			November 30, 2022
Assets
Current assets:
Cash	$	4,217		$	5,055
Accounts receivable-customers, net of allowance for doubtful accounts of $34,707 and $34,699 on August 31, 2023 and November 30, 2022, respectively		4,456,012			2,466,790
Inventories, net		10,826,657			9,606,708
Cost and profit in excess of billings		286,128			450,906
Other current assets		347,974			333,287
Current assets of discontinued operations		389,660			1,270,683
Total current assets		16,310,648			14,133,429
Property, plant, and equipment, net		4,925,508			4,945,225
Assets held for lease, net		177,333			400,325
Deferred income taxes, net		2,460,941			2,605,395
Other assets		503,607			474,714
Other assets of discontinued operations		1,186,785			1,389,226
Total assets	$	25,564,822		$	23,948,314
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,878,375		$	2,510,463
Customer deposits		420,337			825,413
Billings in excess of cost and profit		643,906			328,041
Income taxes payable		5,000			3,500
Accrued expenses		1,141,578			1,161,761
Line of credit		4,534,559			3,924,500
Current portion of finance lease liabilities		213,264			142,893
Current portion of long-term debt		106,603			94,808
Current liabilities of discontinued operations		260,954			275,910
Total current liabilities		10,204,576			9,267,289
Long-term portion of operating lease liabilities		15,976			22,426
Long-term portion of finance lease liabilities		691,929			475,411
Long-term debt, excluding current portion		2,658,569			2,743,383
Long-term liabilities of discontinued operations		105,030			289,168
Total liabilities		13,676,080			12,797,677
Commitments and Contingencies (Notes 8, 9, 10 and 13)
Stockholders’ equity:
Undesignated preferred stock - $0.01 par value. Authorized 500,000 shares on August 31, 2023 and November 30, 2022; issued and outstanding 0 shares on August 31, 2023 and November 30, 2022.		-			-
Common stock – $0.01 par value. Authorized 9,500,000 shares on August 31, 2023 and November 30, 2022; issued 5,101,922 on August 31, 2023 and 5,013,671 on November 30, 2022		51,019			50,137
Additional paid-in capital		4,773,545			4,547,172
Retained earnings		7,329,129			6,754,284
Treasury stock, at cost (92,348 shares on August 31, 2023 and 64,574 on November 30, 2022)		(264,951	)		(200,956	)
Total stockholders’ equity		11,888,742			11,150,637
Total liabilities and stockholders’ equity	$	25,564,822		$	23,948,314

See accompanying notes to condensed consolidated financial statements.

1

ART’S-WAY MANUFACTURING CO., INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended
	August 31, 2023			August 31, 2022			August 31, 2023			August 31, 2022
Sales	$	8,117,422		$	7,476,215		$	23,428,681		$	19,030,526
Cost of goods sold		5,816,798			5,516,558			16,757,586			13,876,238
Gross profit		2,300,624			1,959,657			6,671,095			5,154,288
Expenses
Engineering		170,595			168,098			439,387			446,112
Selling		566,327			417,822			1,608,752			1,407,450
General and administrative		1,095,479			873,469			3,178,285			2,790,825
Total expenses		1,832,401			1,459,389			5,226,424			4,644,387
Income from operations		468,223			500,268			1,444,671			509,901
Other income (expense):
Interest expense		(160,792	)		(118,204	)		(419,802	)		(270,518	)
Other		(2,528	)		3,179			141,079			2,353
Total other expense		(163,320	)		(115,025	)		(278,723	)		(268,165	)
Income from continuing operations before income taxes		304,903			385,243			1,165,948			241,736
Income tax expense		64,030			81,236			245,019			51,055
Income from continuing operations		240,873			304,007			920,929			190,681
Discontinued Operations (Note 3)
Loss from discontinued operations before income taxes		(398,611	)		(83,944	)		(438,081	)		(233,559	)
Income tax benefit		(83,708	)		(17,712	)		(91,997	)		(49,281	)
Loss on discontinued operations		(314,903	)		(66,232	)		(346,084	)		(184,278	)
Net Income (loss)	$	(74,030	)	$	237,775		$	574,845		$	6,403

See accompanying notes to condensed consolidated financial statements.

2

ART’S-WAY MANUFACTURING CO., INC.

Condensed Consolidated Statements of Stockholders' Equity

Nine Months Ended August 31, 2023 and August 31, 2022

(Unaudited)

	Common Stock				Additional				Treasury Stock
	Number of				paid-in		Retained		Number of
	shares		Par value		capital		earnings		shares		Amount			Total
Balance, November 30, 2021		4,583,504	$	45,835	$	3,760,649	$	6,656,487		44,532	$	(108,524	)	$	10,354,447
Stock based compensation		106,167		1,062		223,229		-		20,042		(92,432	)		131,859
Common stock purchase agreement		255,000		2,550		386,433									388,983
Net Income		-		-		-		6,403		-		-			6,403
Balance, August 31, 2022		4,944,671	$	49,447	$	4,370,311	$	6,662,890		64,574	$	(200,956	)	$	10,881,692

	Common Stock				Additional				Treasury Stock
	Number of				paid-in		Retained		Number of
	shares		Par value		capital		earnings		shares		Amount			Total
Balance, November 30, 2022		5,013,671	$	50,137	$	4,547,172	$	6,754,284		64,574	$	(200,956	)	$	11,150,637
Stock based compensation		88,251		882		226,373		-		27,774		(63,995	)		163,260
Net income		-		-		-		574,845		-		-			574,845
Balance, August 31, 2023		5,101,922	$	51,019	$	4,773,545	$	7,329,129		92,348	$	(264,951	)	$	11,888,742

See accompanying notes to condensed consolidated financial statements.

3

ART’S-WAY MANUFACTURING CO., INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	August 31, 2023			August 31, 2022
Cash flows from operations:
Net income from continuing operations	$	920,929		$	190,681
Net loss from discontinued operations		(346,084	)		(184,278	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock based compensation		227,255			224,291
Decrease in obsolete inventory reserves		(143,165	)		(220,667	)
Loss on disposal of property, plant, and equipment		21,661			3,971
Gain on disposal of assets held for lease		(114,156	)		-
Depreciation and amortization expense		599,181			443,008
Accrued interest on deferred debt payments		-			8,551
Increase (decrease) in allowance for doubtful accounts		8			(3,684	)
Deferred income taxes		144,454			(720	)
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable		(1,989,230	)		(1,181,166	)
Inventories		(1,076,784	)		(873,359	)
Other assets		(14,687	)		(75,209	)
Increase (decrease) in:
Accounts payable		367,912			659,520
Contracts in progress, net		480,643			4,797
Customer deposits		(405,076	)		1,022,464
Income taxes payable		1,500			-
Accrued expenses		(19,633	)		75,790
Net cash provided by (used in) operating activities - continuing operations		(999,188	)		278,268
Net cash provided by (used in) operating activities - discontinued operations		480,541			(80,604	)
Net cash provided by (used in) operating activities		(518,647	)		197,664
Cash flows from investing activities:
Purchases of property, plant, and equipment		(569,445	)		(1,123,422	)
Net proceeds from sale of assets		286,815			9,300
Net cash used in investing activities - continuing operations		(282,630	)		(1,114,122	)
Net cash provided by (used in) investing activities - discontinued operations		80,595			(64,371	)
Net cash used in investing activities		(202,035	)		(1,178,493	)
Cash flows from financing activities:
Net change in line of credit		610,059			484,470
Proceeds from finance lease obligations		397,536			-
Principal payments on finance lease obligations		(127,888	)		(74,608	)
Proceeds from term debt		-			350,000
Repayment of term debt		(73,019	)		(74,098	)
Proceeds from common stock purchase agreement		-			431,408
Cost of equity issuance		-			(42,425	)
Repurchases of common stock		(63,995	)		(92,432	)
Net cash provided by financing activities - continuing operations		742,693			982,315
Net cash provided by financing activities - discontinued operations		(22,849	)		-
Net cash provided by financing activities		719,844			982,315
Net increase (decrease) in cash		(838	)		1,486
Cash at beginning of period		5,055			2,658
Cash at end of period	$	4,217		$	4,144
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	434,799		$	277,488
Income taxes		2,841			800
Supplemental disclosures of non-cash operating activities:
Right-of-use (ROU) assets acquired (included in other assets)	$	134,543		$	698,153
Less: Cash proceeds received under Manufacturing 4.0 Grant applied to ROU Assets		-			(224,513	)
Total (ROU) assets acquired (included in other assets)	$	134,543		$	473,640
Amortization of operating lease ROU assets (included in other assets)	$	7,001		$	8,306
Supplemental disclosures of non-cash financing activities:
Market value of commitment shares issued under purchase agreement	$	-		$	160,000

See accompanying notes to condensed consolidated financial statements.

4

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 two 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 in previous periods, was reported in consolidated numbers as the Company's third operating segment. 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 financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2022. The results of operations for the three and nine months ended August 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2023.

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 and nine months ended August 31, 2023. Actual results could differ from those estimates.

5

 

3) Discontinued Operations

On June 7, 2023, the Company announced that it would be discontinuing the operations of its Tools segment in order to focus its efforts and resources on the business segments that have historically been more successful and that are expected to present greater opportunities for meaningful long-term stockholder returns.  A large portion of this segment's assets were disposed of in the 3rd quarter of fiscal 2023. The primary asset of this business, the real estate, is listed for sale. The company is working to finish liquidation over the next two fiscal quarters.

The cessation of operations and liquidation of the Tools segment represents a strategic shift as a unique business unit of the Company  In accordance with Accounting Standard Code Topic 360, the Company has reclassified Tools as discontinued operations for all periods presented.

The components of discontinued operations in the accompanying Condensed Consolidated Balance Sheets are as follows:

	August 31, 2023		November 30, 2022
Accounts receivables	$	28,659	$	255,508
Inventory		193,351		1,004,844
Other current assets		167,650		10,331
Current assets of discontinued operations	$	389,660	$	1,270,683

	August 31, 2023		November 30, 2022
Property, plant, and equipment, net	$	1,057,497	$	1,233,692
Other assets		129,288		155,534
Other assets of discontinued operations	$	1,186,785	$	1,389,226

	August 31, 2023		November 30, 2022
Accounts payable	$	3,703	$	120,503
Salaries, wages, and commissions		40,620		81,026
Current portion of long-term debt		161,726		2,870
Other current liabilities		54,905		71,511
Current liabilities of discontinued operations	$	260,954	$	275,910

	August 31, 2023		November 30, 2022
Long-term portion of operating lease liabilities	$	-	$	1,590
Long-term portion of finance lease liabilities		105,030		126,720
Long-term debt, excluding current portion		-		160,858
Long-term liabilities of discontinued operations	$	105,030	$	289,168

Income from discontinued operations, before income taxes in the accompanying Condensed Consolidated Statements of Operations, is comprised of the following:

	Tools
	Three Months Ended
	August 31, 2023			August 31, 2022
Revenue from external customers	$	439,000		$	664,000
Gross Profit		(209,000	)		81,000
Income (loss) from operations		(390,000	)		(69,000	)
Income (loss) before tax		(399,000	)		(84,000	)
Capital expenditures		-			53,000
Depreciation & Amortization	$	46,000		$	39,000

	Tools
	Nine Months Ended
	August 31, 2023			August 31, 2022
Revenue from external customers	$	2,031,000		$	1,998,000
Gross Profit		100,000			271,000
Income (loss) from operations		(399,000	)		(195,000	)
Income (loss) before tax		(438,000	)		(234,000	)
Capital expenditures		16,000			64,000
Depreciation & Amortization	$	127,000		$	104,000

6

 

Recently Issued Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 adds a current expected credit loss (“CECL”) impairment model to U.S. GAAP that is based on expected losses rather than incurred losses. Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the beginning of the period of adoption. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within the year of adoption. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company will adopt ASU 2016-13 in fiscal 2024. The Company does not expect the application of the CECL impairment model to have a significant impact on its allowance for uncollectible amounts for accounts receivable.

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 August 31, 2023
	Agricultural		Modular Buildings		Total
Farm equipment	$	4,581,000	$	-	$	4,581,000
Farm equipment service parts		846,000		-		846,000
Modular buildings		-		2,547,000		2,547,000
Modular building lease income		-		20,000		20,000
Other		103,000		20,000		123,000
	$	5,530,000	$	2,587,000	$	8,117,000

	Three Months Ended August 31, 2022
	Agricultural		Modular Buildings		Total
Farm equipment	$	5,610,000	$	-	$	5,610,000
Farm equipment service parts		594,000		-		594,000
Modular buildings		-		1,095,000		1,095,000
Modular building lease income		-		-		-
Other		141,000		36,000		177,000
	$	6,345,000	$	1,131,000	$	7,476,000

	Nine Months Ended August 31, 2023
	Agricultural		Modular Buildings		Total
Farm equipment	$	14,804,000	$	-	$	14,804,000
Farm equipment service parts		2,255,000		-		2,255,000
Modular buildings		-		5,950,000		5,950,000
Modular building lease income		-		85,000		85,000
Other		284,000		51,000		335,000
	$	17,343,000	$	6,086,000	$	23,429,000

	Nine Months Ended August 31, 2022
	Agricultural		Modular Buildings		Total
Farm equipment	$	13,655,000	$	-	$	13,655,000
Farm equipment service parts		1,828,000		-		1,828,000
Modular buildings		-		3,103,000		3,103,000
Modular building lease income		-		-		-
Other		340,000		105,000		445,000
	$	15,823,000	$	3,208,000	$	19,031,000

The Company offered floorplan terms in its Agricultural Products segment during its Fall of 2021 and 2022 early order program to incentivize customers to stock farm equipment on their lots for fiscal 2022 and fiscal 2023. 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 August 31, 2023, the Company had approximately $1,313,000 in receivables on the floorplan program with a due date greater than 30 days compared to $850,000 on August 31, 2022.

7

5) 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.

	August 31, 2023		November 30, 2022
Receivables	$	4,456,000	$	2,467,000
Assets		286,000		451,000
Liabilities		1,064,000		1,153,000

The amount of revenue recognized in the first nine months of fiscal 2023 that was included in a contract liability on  November 30, 2022 was approximately $1,153,000 compared to $559,000 in the same period of fiscal 2022. The beginning contract receivables, assets and liabilities on December 1, 2021 were approximately $2,380,000; $177,000 and $558,000, respectively.

6) 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  August 31, 2023 and August 31, 2022:

	For the Three Months Ended
	August 31, 2023			August 31, 2022
Numerator for basic and diluted net income (loss) per share:
Net income from continuing operations	$	240,873		$	304,007
Net (loss) from discontinued operations		(314,903	)		(66,232	)
Net income (loss)		(74,030	)		237,775
Denominator:
For basic net income (loss) per share - weighted average common shares outstanding		5,009,041			4,700,422
Effect of dilutive stock options		-			-
For diluted net income (loss) per share - weighted average common shares outstanding		5,009,041			4,700,422
Net Income (loss) per share - Basic:
Continuing Operations	$	0.05		$	0.06
Discontinued Operations		(0.06	)		(0.01	)
Net income (loss) per share	$	(0.01	)	$	0.05
Net Income (loss) per share - Diluted:
Continuing Operations	$	0.05		$	0.06
Discontinued Operations		(0.06	)		(0.01	)
Net income (loss) per share	$	(0.01	)	$	0.05

	For the Nine Months Ended
	August 31, 2023			August 31, 2022
Numerator for basic and diluted net income (loss) per share:
Net income from continuing operations	$	920,929		$	190,681
Net (loss) from discontinued operations		(346,084	)		(184,278	)
Net income (loss)		574,845			6,403
Denominator:
For basic net income (loss) per share - weighted average common shares outstanding		5,000,185			4,633,621
Effect of dilutive stock options		-			-
For diluted net income (loss) per share - weighted average common shares outstanding		5,000,185			4,633,621
Net Income (Loss) per share - Basic:
Continuing Operations	$	0.18		$	0.04
Discontinued Operations		(0.07	)		(0.04	)
Net income per share	$	0.11		$	0.00
Net Income (Loss) per share - Diluted:
Continuing Operations	$	0.18		$	0.04
Discontinued Operations		(0.07	)		(0.04	)
Net income per share	$	0.11		$	0.00

8

 

7) Inventory

Major classes of inventory are:

	August 31, 2023			November 30, 2022
Raw materials	$	8,839,416		$	8,174,519
Work in process		267,891			371,125
Finished goods		3,129,347			2,622,142
Total Gross Inventory	$	12,236,654		$	11,167,786
Less: Reserves		(1,409,997	)		(1,561,078	)
Net Inventory	$	10,826,657		$	9,606,708

8) Accrued Expenses

Major components of accrued expenses are:

	August 31, 2023		November 30, 2022
Salaries, wages, and commissions	$	559,694	$	707,399
Accrued warranty expense		264,033		192,301
Other		317,851		262,061
Total accrued expenses	$	1,141,578	$	1,161,761

9) Assets Held for Lease

Major components of assets held for lease are:

	August 31, 2023		November 30, 2022
Modular Buildings	$	177,333	$	400,325
Total assets held for lease	$	177,333	$	400,325

There were approximately $20,000 and $85,000 rents recognized from assets held for lease included in sales on the Condensed Consolidated Statements of Operations during the three and nine months ended August 31, 2023, respectively, compared to zero for the same periods ending August 31, 2022.

The future minimum lease receipts for the years ended November 31, 2023 are as follows:

Year	Amount
2023	$ 35,084
2024	70,360
	$ 105,444

The Company recognized a gain of $114,156 on the sale of an asset held for lease in the three and nine months ended August 31, 2023 compared to zero for the same periods ending August 31, 2022.

9

 

10) 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 one 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 7 “Accrued Expenses.” Changes in the Company’s product warranty liability for the three and nine months ended August 31, 2023 and  August 31, 2022 are as follows:

	Three Months Ended (Continuing operations)
	August 31, 2023			August 31, 2022
Balance, beginning	$	252,444		$	89,549
Provision charged to expense		(102,485	)		(69,721	)
Less amounts charged-off		114,074			136,999
Balance, ending	$	264,033		$	156,827

	Nine Months Ended
	August 31, 2023			August 31, 2022
Balance, beginning	$	192,301		$	202,850
Provision charged to expense		(273,677	)		(277,734	)
Less amounts charged-off		345,409			231,711
Balance, ending	$	264,033		$	156,827

10

 

11) Loan and Credit Agreements

Bank Midwest Revolving Lines of Credit and Term Loans

The Company maintains a $5,000,000 revolving line of credit (the “Line of Credit”) and a $500,000 revolving line of credit (the “Reserve Line of Credit”) with Bank Midwest. On August 31, 2023, the balance of the Line of Credit was $4,534,559 with $465,441 remaining available, as may be limited by the borrowing base calculation. The Reserve Line of Credit is used for additional working capital in excess of the $5,000,000 Line of Credit. The Reserve Line of Credit remained undispersed on  August 31, 2023  The Line of Credit borrowing base is an amount equal to 75% of accounts receivable balances (discounted for aged receivables), plus 50% of net inventory, less any outstanding loan balance on the Line of Credit. On August 31, 2023, the Line of Credit was not limited by the borrowing base calculation. Any unpaid principal amount borrowed on the Line of Credit accrues interest at a floating rate per annum equal to 1.25% above the Wall Street Journal rate published in the money rates section of the Wall Street Journal. The interest rate floor is set at 4.25% per annum and the current interest rate is 9.75% per annum. The Line of Credit matures on March 30, 2024 and requires monthly interest-only payments. The Reserve Line of Credit is governed by the terms of a Promissory Note, dated August 30, 2023, entered into between the Company and Bank Midwest. Any unpaid principal amount borrowed on the Reserve Line of Credit accrues interest at a floating rate per annum equal to 1.25% above the Wall Street Journal rate published in the money rates section of the Wall Street Journal. The interest rate floor is set at 4.25% per annum and the current interest rate is 9.75% per annum. The Line of Credit matures on November 30, 2023 and requires monthly interest-only payments. 

The Company carries a $2,600,000 term loan with Bank Midwest due October 1, 2037 (the “Term Loan”), and a $350,000 term loan (the “Roof Term Loan”) due on May 15, 2027. The Term Loan accrued interest at a rate of 5.00% for the first ninety months, which ended on September 28, 2022. Thereafter, the Term Loan interest rate was reset to a fixed rate of 7% based on prime plus 0.75% on the reset date. The interest rate floor is set at 4.15% per annum and the interest rate may only be adjusted by Bank Midwest once every five years. Monthly payments of $19,648 in principal and interest are required. The Term Loan is also guaranteed by the United States Department of Agriculture (“USDA”), which required an upfront guarantee fee of $62,400 and requires an annual fee of 0.5% of the unpaid balance. As part of the USDA guarantee requirements, stockholders owning more than 20% are required to personally guarantee a portion of the Term Loan, in an amount equal to their stock ownership percentage. The J. Ward McConnell Jr. Living Trust, the estate of the former Vice Chairman of the Board of Directors and a stockholder owning more than 20% of the Company’s outstanding stock, is guaranteeing approximately 38% of the Term Loan, for an annual fee of 2% of the personally guaranteed amount. The initial guarantee fee will be amortized over the life of the Term Loan, and the annual fees and personally guaranteed amounts are expensed monthly. The Term Loan is governed by the terms of a Promissory Note, dated September 28, 2017, entered into between the Company and Bank Midwest.

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 Company also entered into the Roof Term Loan of $350,000 with Bank Midwest on May 17, 2022. The Roof Term Loan’s proceeds were used to fix sections of the Armstrong facility’s roof. The Roof Term Loan requires 59 regular payments of $2,972 and an estimated balloon payment of $269,517 on the maturity date of May 15, 2027. Any unpaid principal amount borrowed on the Roof Term Loan accrues interest at a rate of 7.0% per annum. The Roof Term Loan is governed by the terms of a Promissory Note, dated May 17, 2022, entered into between the Company and Bank Midwest and by a Change of Terms Agreement dated March 30, 2023 which fixed the interest rate terms of the original Promissory Note.

To further secure the Line of Credit, the Company granted Bank Midwest a mortgage on its Canton, Ohio property held by Ohio Metal Working Products/Art’s-Way Inc. 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 subsidiaries (as guarantors pursuant to the Commercial Guaranties) commits an event of default with respect to the promissory notes 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 notes. 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 $4,000,000 of monthly working capital. Additionally, a maximum debt to worth ratio of 1 to 1 must be maintained, with a minimum of 40% tangible balance sheet equity, with variations subject to mutual agreement. The Company is also required to maintain a minimum debt service coverage ratio of 1.25, with a 0.10 tolerance. The Company also must receive bank approval for purchases or sales of equipment over $100,000 annually and maintain reasonable salaries and owner compensation. The Company was out of compliance with its debt to worth ratio by fifteen percentage points on the Bank Midwest loans as of November 30, 2022. Bank Midwest issued a waiver forgiving the noncompliance, and in turn waived the event of default. The next measurement date is November 30, 2023 for all covenants except the monthly working capital requirement.

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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. Two loans were executed on June 18, 2020 with principal amounts of $150,000 each, with a third loan being executed on June 24, 2020 with a principal amount of $150,000. Proceeds from these EIDLs are being used for working capital purposes. Interest accrues at the rate of 3.75% per annum and will accrue from the date of inception. Installment payments, including principal and interest, were due monthly beginning December 18, 2022 (thirty months from the date of the EIDLs) and December 24, 2022 in the amount of $731 per EIDL. The balance of principal and interest is payable 30 years from the date of the EIDL. The EIDLs are secured by a security interest on all of the Company’s assets subordinate to Bank Midwest’s security interest. Each EIDL is governed by the terms of a separate Promissory Note, dated either June 18, 2020 or June 24, 2020, as applicable, entered into by the Company or the applicable subsidiary.

On June 7, 2023 the Company announced it will perform runoff operations of the Tools business and proceed with an orderly liquidation of the Tools segment assets. The Company will be required to pay the balance of the EIDL loan associated with the Tools segment upon liquidation and dissolution of the business. The principal balance of this loan was $161,726 at August 31, 2023. The Company will also be required to pay off the balance of the Bank Midwest Roof Loan in the event the real estate is sold for the Tools segment. The principal balance of this loan at August 31, 2023 is $339,711.

A summary of the Company’s term debt is as follows:

	August 31, 2023		November 30, 2022
Bank Midwest loan payable in monthly installments of $19,648 including interest at 7.00%, due October 1, 2037	$	2,102,184	$	2,165,554
Bank Midwest loan payable in monthly installments of $2,972 including interest at 7.00%, due May 15, 2027		339,711		344,932
U.S. Small Business Administration loan payable in monthly installments of $731 including interest at 3.75% beginning December 18, 2022, due June 18, 2050		161,711		163,793
U.S. Small Business Administration loan payable in monthly installments of $731 including interest at 3.75% beginning December 18, 2022, due June 18, 2050		161,726		163,728
U.S. Small Business Administration loan payable in monthly installments of $731 including interest at 3.75% beginning December 24, 2022, due June 24, 2050		161,566		163,912
Total term debt	$	2,926,898	$	3,001,919
Less term debt of discontinued operations		161,726		163,728
Term debt, continuing operations		2,765,172		2,838,191
Less current portion of term debt		106,603		94,808
Term debt, excluding current portion	$	2,658,569	$	2,743,383

A summary of the minimum maturities of term debt follows for the years ending November 30:

Year	Amount
2023	$	25,739
2024		108,251
2025		116,515
2026		124,856
2027		416,553
2028 and thereafter		1,973,258
	$	2,765,172

12) 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 100% of its 2023 fiscal year tax liability and does not expect to have significant cash tax cost in the near future.

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13) Related Party Transactions

During the three and nine months ended August 31, 2023, and August 31, 2022, the Company did not recognize any revenues from transactions with a related party, and no amounts in accounts receivable balances were due from a related party. From time to time, the Company purchases various supplies from related parties, which are companies in which Marc McConnell, the Chairman of the Company’s Board of Directors, has an ownership interest and also serves as President. J. Ward McConnell Jr.’s estate, the J. Ward McConnell, Jr. Living Trust, is paid a monthly fee to guarantee a portion of the Company’s term debt in accordance with the USDA guarantee obtained on the Company’s term debt. In the three and nine months ended August 31, 2023, the Company recognized $4,068 and $12,131 of expense for transactions with related parties, respectively, compared to $4,209 and $19,762 for the three and nine months ended August 31, 2022. As of August 31, 2023, accrued expenses contained a balance of $1,357 owed to a related party compared to $1,408 on August 31, 2022.

14) Leases

The components of operating leases on the Condensed Consolidated Balance Sheets on August 31, 2023 and November 30, 2022 were as follows:

	August 31, 2023		November 30, 2022
Operating lease right-of-use assets (in other assets)	$	24,526	$	31,527
Current portion of operating lease liabilities (in accrued expenses)	$	8,550	$	9,101
Long-term portion of operating lease liabilities		15,976		22,426
Total operating lease liabilities	$	24,526	$	31,527

The components of finance leases on the Condensed Consolidated Balance Sheets on August 31, 2023 and November 30, 2022 were as follows:

	August 31, 2023		November 30, 2022
Finance lease right-of-use assets (net of amortization in other assets)	$	427,797	$	387,922
Current portion of finance lease liabilities	$	213,264	$	142,893
Long-term portion of finance lease liabilities		691,929		475,411
Total finance lease liabilities	$	905,193	$	618,304

15) 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 500,000 shares to the number of shares reserved for issuance pursuant to equity awards. No further awards will be made under the 2011 Plan or other prior plans. Awards to directors and executive officers under the 2020 Plan are governed by the forms of agreement approved by the Board of Directors. Stock options or other awards granted prior to February 25, 2020 are governed by the applicable prior plan and the forms of agreement adopted thereunder.

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 non-employee directors are automatically granted restricted stock awards of 1,000 shares of fully vested common stock annually or initially upon their election to the Board and another 1,000 shares of fully vested common stock on the last business day of each fiscal quarter.

Shares issued under the 2020 Plan for the three months ended  August 31, 2023 and 2022 are as follows:

	For the Three Months Ended
	August 31, 2023		August 31, 2022
Shares issued to directors (immediate vesting)		5,000		5,000
Shares issued to directors, employees, and consultants (three year vesting)		-		-
Total shares issued		5,000		5,000

	For the Nine Months Ended
	August 31, 2023			August 31, 2022
Shares issued to directors (immediate vesting)		20,000			20,000
Shares issued to directors, employees, and consultants (three year vesting)		82,250			94,500
Unvested shares forfeit upon termination		(13,999	)		(8,333	)
Total shares issued		88,251			106,167

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16) Common Stock Purchase Agreement

On March 29, 2022, Art’s-Way Manufacturing Co., Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP, a Delaware limited partnership (“Alumni Capital”), pursuant to which the Company agreed to sell, and Alumni Capital agreed to purchase, upon request of the Company in one or more transactions, a number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) providing aggregate gross proceeds to the Company of up to $3,000,000 (the “Maximum”). The Purchase Agreement expired on June 30, 2023.

In exchange for Alumni Capital entering into the Purchase Agreement, the Company issued 20,000 shares of Common Stock to Alumni Capital upon execution of the Purchase Agreement (the “Initial Commitment Shares”) and issued another 20,000 shares in connection with the first closing under the Purchase Agreement (with the Initial Commitment Shares, the “Commitment Shares”). The Company shares, including the Commitment Shares, were offered and sold under the Purchase Agreement in reliance upon an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

As required by the Purchase Agreement, the Company filed a registration statement on Form S-3 (the “Registration Statement”) April 27, 2022 which was declared effective on August 9, 2022 by the SEC.

The Company evaluated the embedded options and believed they should not be bifurcated from the agreement and accounted for separately as it is indexed to the Company’s stock and would qualify for equity treatment on the balance sheet.

The Company incurred approximately $134,000 of expense related to equity issuance in the nine months ended August 31, 2022 in the form of 20,000 commitment shares valued at approximately $117,000, attorney fees for the negotiation and execution of the Purchase Agreement and the preparation and filing of the registration statement. These equity issuance costs are included in prepaid assets at  August 31, 2022 and reduced proceeds received under the common stock purchase agreement in fiscal 2022.

Below is a summary of shares purchased by Alumni Capital under the Purchase Agreement:

Date	Shares		Share price net of discount		Proceeds
7/25/2022		50,000	$	2.07	$	103,305
8/03/2022		50,000	$	1.98	$	98,940
8/15/2022		50,000	$	2.00	$	99,910
8/23/2022		65,000	$	1.99	$	129,253
9/23/2022		65,000	$	1.76	$	114,120
Total		280,000			$	545,528

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  August 31, 2023 and November 30, 2022, 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.

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18) Segment Information

As of August 31, 2023, the Company has two 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. 

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 August 31, 2023
	Agricultural Products			Modular Buildings		Consolidated (Continuing Operations)
Revenue from external customers	$	5,530,000		$	2,587,000	$	8,117,000
Gross profit		1,437,000			864,000		2,301,000
Income (loss) from operations		(108,000	)		576,000		468,000
Income (loss) before tax		(264,000	)		569,000		305,000
Total Assets		20,515,000			3,473,000		23,988,000
Capital expenditures		-			1,000		1,000
Depreciation & Amortization	$	126,000		$	65,000	$	191,000

	Three Months Ended August 31, 2022
	Agricultural Products		Modular Buildings			Consolidated (Continuing Operations)
Revenue from external customers	$	6,345,000	$	1,131,000		$	7,476,000
Gross profit		1,887,000		73,000			1,960,000
Income (loss) from operations		676,000		(176,000	)		500,000
Income (loss) before tax		566,000		(181,000	)		385,000
Total Assets		18,328,000		3,608,000			21,936,000
Capital expenditures		506,000		118,000			624,000
Depreciation & Amortization	$	124,000	$	33,000		$	157,000

	Nine Months Ended August 31, 2023
	Agricultural Products		Modular Buildings		Consolidated (Continuing Operations)
Revenue from external customers	$	17,343,000	$	6,086,000	$	23,429,000
Gross profit		5,100,000		1,571,000		6,671,000
Income (loss) from operations		710,000		735,000		1,445,000
Income (loss) before tax		340,000		826,000		1,166,000
Total Assets		20,515,000		3,473,000		23,988,000
Capital expenditures		447,000		122,000		569,000
Depreciation & Amortization	$	376,000	$	223,000	$	599,000

	Nine Months Ended August 31, 2022
	Agricultural Products		Modular Buildings			Consolidated (Continuing Operations)
Revenue from external customers	$	15,823,000	$	3,208,000		$	19,031,000
Gross profit		4,848,000		306,000			5,154,000
Income (loss) from operations		994,000		(484,000	)		510,000
Income (loss) before tax		746,000		(504,000	)		242,000
Total Assets		18,328,000		3,608,000			21,936,000
Capital expenditures		981,000		142,000			1,123,000
Depreciation & Amortization	$	342,000	$	101,000		$	443,000

*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.

15

 

19) Subsequent Events

Management evaluated all other activity of the Company and concluded that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements other than a payroll tax amendment filed in September 19, 2023 to claim Employee Retention Credits in the amount of $1.2 million net of consulting fees.

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, 2022. 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,” 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 and future demand for products and the expected product mix; (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, our beliefs that Modular and Agricultural Products present greater opportunity for long-term stockholder returns in comparison to our Tools segment; (vi) our beliefs regarding the impact and potential actions with respect to discontinuing our Tools segment, including without limitation, beliefs about customer interest in purchasing inventory or other assets, expenses to be incurred in connection with such discontinuation, potential cash generated by the sale of related real estate and other assets, timing of runoff activities, and fulfillment of sales orders; (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; and (ix) our belief that we can convert certain engineering-only contracts to building contracts; (xx) our expectations regarding receiving Employer Retention Credit Refunds; and (ixi) 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) any further impact from COVID-19; (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; (viii) our ability to predict and meet the demands of each market in which our segments operate; (ix) fluctuating demand for commercial real estate and the assets we are liquidating as part of closing our Tools segment; (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 August 31, 2023 remain unchanged from November 30, 2022. 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, 2022.

16

Results of Operations

Net Sales and Cost of Sales

Our consolidated corporate sales from continuing operations for the three- and nine-month periods ended August 31, 2023 were $ 8,117,000 and $ 23,429,000, respectively, compared to $7,476,000 and $19,031,000 during the same respective periods in fiscal 2022, a $641,000, or 8.6%, increase for the three months and a $4,398,000, or 23.1%, increase for the nine months. We continued to successfully fulfil our pent up backlog in the three and nine months ended August 31, 2023 for our two business segments. Consolidated gross margin for the three-month period ended August 31, 2023 was 28.3% compared to 26.2% for the same period in fiscal 2022. Consolidated gross margin for the nine-month period ended August 31, 2023 was 28.5% compared to 27.1% for the same period in fiscal 2022.

Our third quarter sales in our Agricultural Products segment were $5,530,000 compared to $6,345,000 during the same period of fiscal 2022, a decrease of $815,000, or 12.8%. Our year-to-date agricultural product sales were $17,343,000 compared to $15,823,000 during the same period in fiscal 2022, an increase of $1,520,000, or 9.6%. We saw a decrease in revenue in Q3 of fiscal 2023 compared to 2022 due to the timing of our beet equipment production. We typically see an increase in sales during our beet run as it is our largest and most expensive equipment. We shipped the majority of our beet equipment during the second quarter of fiscal 2023 compared to Q3 of fiscal 2022. Despite the Q3 decrease, year to date sales in our Agricultural Products segment are up 9.6% for the nine-month period ended August 31, 2023. We've seen increased demand for our grinders, beet equipment and manure spreaders thus far in fiscal 2023. We released smaller versions of our manure spreader line in fiscal 2023 that have been well-received in the marketplace. We are continuing our focus on improving our dealer network by increasing the number of stocking dealers we work with. We are incentivizing our sales team to bring new dealers on board and are also offering favorable terms to new dealers to increase our reach. While some supply chain challenges still exist, proper planning has allowed us to overcome most of these issues. We are starting to see drops in commodity prices with the exception of sugar beets at this time. We do expect farmers to start to pull back on purchases if commodity prices continue to stay down. We are also observing increased inventory on dealer lots, which may indicate the supply chain is catching up and that demand may start to decrease. Gross margin for our agricultural products segment for the three-month period ended August 31, 2023 was 26.0% compared to 29.7% for the same period in fiscal 2022. Gross margin for our agricultural products segment for the nine-month period ended August 31, 2023 was 29.4% compared to 30.6% for the same period in fiscal 2022. We are seeing a slight decrease in our gross margin due to increases in component prices. We have been more cautious about raising prices in fiscal 2023 than we were in prior years as commodity prices are down. Further, our decreased gross profit margin was also driven by our product mix for fiscal 2023. We sold a higher mix of manure spreaders which carry lower margins than our portable feed equipment.

Our third quarter sales in our Modular Buildings segment were $2,587,000 compared to $1,131,000 for the same period in fiscal 2022, an increase of $1,456,000, or 128.7%. Our year-to-date sales in our Modular Buildings segment were $6,086,000 compared to $3,208,000 for the same period in fiscal 2022, an increase of $2,878,000, or 89.7%. Progress on a large research project coupled with continued agricultural building demand drove the revenue increase for the three and nine months ended August 31, 2023. Gross margin for the three- and nine-month periods ended August 31, 2023 was 33.4% and 25.8%, respectively, compared to 6.5% and 9.5% for the same respective periods in fiscal 2022. Our gross margin in the three- and nine-month periods of fiscal 2023 has increased due to additional markup we enacted to cover rising costs of overhead from inflationary forces. The increased sales of the Modular Buildings segment also has made it easier to absorb our fixed overhead costs.

As announced in a press release on June 7, 2023, we discontinued our Tools segment with the last day of normal operations on July 14, 2023. One employee remained employed by the Tools segment as of August 31, 2023. This employee was overseeing the liquidation process, mainly the sale of remaining inventory and auctioning off machinery and equipment. The Company real estate is listed for sale at market value for the Canton, Ohio area. The Company estimates cash generation of approximately $950,000 from the liquidation of receivables, inventory and other assets (excluding real estate) to fund estimated liquidation costs of $200,000. These estimates will vary as the liquidation finishes in the next two fiscal quarters. Our Tools segment had sales of $ 439,000 and $ 2,031,000 during the three- and nine-month periods ended August 31, 2023, respectively, compared to $ 664,000 and $ 1,998,000 for the same respective periods in fiscal 2022, a 33.9% decrease and a 1.7% increase, respectively. These numbers are reported above in Note 3 - Discontinued Operations. Management believes the liquidation of the Tools segment will allow for investment in technological advances that improve efficiency and margins in the Agricultural Products and Modular Buildings segments, which have historically been more profitable and which we believe present greater long-term stockholder returns.

Expenses

Our third quarter consolidated selling expenses from continuing operations were $566,000 compared to $418,000 for the same period in fiscal 2022. Our year-to-date selling expenses were $1,609,000 in fiscal 2023 compared to $1,407,000 for the same period in fiscal 2022. We experienced an increase in selling expenses for the three months ended August 31, 2023 compared to fiscal 2022 due to a greater mix of commissionable sales in Q3 2023 compared to Q3 of fiscal 2022, which included a greater mix of beet equipment sales in which commissions are not paid. For the nine months ended August 31, 2023, our selling expenses are up due to the large commissionable sales increases in our Modular Building and Agricultural Products segments. Selling expenses as a percentage of sales were 7.0% and 5.6% for the three- and nine-month periods ended August 31, 2023, respectively, compared to 6.9% and 7.4% for the same respective periods in fiscal 2022.

Consolidated engineering expenses from continuing operations were $171,000 and $439,000 for the three- and nine-month periods ended August 31, 2023, respectively, compared to $168,000 and $446,000 for the same respective periods in fiscal 2022. Engineering expenses as a percentage of sales were 2.1% and 1.9% for the three- and nine-month periods ended August 31, 2023, respectively, compared to 2.2% and 2.3% for the same respective periods in fiscal 2022.

Consolidated administrative expenses from continuing operations for the three- and nine-month periods ended August 31, 2023 were $1,095,000 and $3,178,000, respectively, compared to $873,000 and $2,791,000 for the same respective periods in fiscal 2022. Administrative expenses as a percentage of sales were 13.5% and 13.6% for the three- and nine-month periods ended August 31, 2023, respectively, compared to 11.7% and 14.7% for the same respective periods in fiscal 2022. Administrative expenses have increased primarily due to the addition of staff in accounting, human resources and quality assurance and additional expense related to the implementation of an upgrade to our ERP system, which went live in August of 2023.

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Net income from continuing operations

Consolidated net income from continuing operations was $241,000 for the three-month period ended August 31, 2023, compared to $304,000 for the same period in fiscal 2022. While our Modular Buildings segment was profitable in Q3 of fiscal 2023, our Agricultural Products segment incurred a loss for the quarter. While our revenues were strong in this segment, a large portion of our sales were from manure spreaders, which are lower margin sales as opposed to some of our other lines. In addition, we saw increasing component prices on our inventory items, inflationary effects on our overhead items and also incurred some large one-time expenses for recruitment of key employees and ERP conversion costs, which led to an unprofitable quarter. Our consolidated net income from continuing operations for the nine months ended August 31, 2023, was $921,000 compared to $191,000 in the same period in fiscal 2022. We have continued to see success in our Agricultural Products segment due to favorable market conditions, revitalized corporate branding and improved customer service. Our Modular Buildings segment converted pent up demand from the COVID-19 pandemic into strong fiscal 2023 results. We attribute a good portion of the corporate success we have seen over the last two years to strong leadership and a focus on putting the right people in place in our business segments.

Order Backlog

The consolidated order backlog net of discounts for continuing operations as of October 5, 2023 was $5,221,000 compared to $8,424,000 as of October 5, 2022. The Agricultural Products segment order backlog was $3,753,000 as of October 5, 2023 compared to $4,719,000 in fiscal 2022. With a 9.6% increase in revenue in our Agricultural Products segment year to date, a drop in our backlog was expected as we worked through our order bank at a faster rate. Our early order program for fiscal 2024 started at the beginning of October 2023 and we expect this to give us a picture of the demand for fiscal 2024. The backlog for the Modular Buildings segment was $1,468,000 as of October 5, 2023, compared to $3,705,000 in fiscal 2022. The Modular Buildings segment had a large research project in backlog as of October 5, 2023 that was nearing completion at the end of Q3 of fiscal 2023. We have another large research project under an engineering only contract as of October 5, 2023, which we expect to be converted to a building contract in the near future. 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 nine months ended August 31, 2023 was cash generated by financing activities. We utilized our availability on our line of credit to increase inventory levels to meet continued customer demand and combat supply chain delays. We also utilized our floor plan program to generate additional sales for the first nine months of fiscal 2023 to which we have $1.3 million in accounts receivable on extended terms as of August 31, 2023. Our contracts in progress in the Modular Buildings segment generated approximately $481,000 in cash in the first nine months of fiscal 2023. We expect our primary capital needs for the remainder of fiscal 2023 to relate to operating costs, purchases of equipment that improve our operations, and the retirement of debt. We expect the sale of real estate of our Tools segment to provide a large cash influx in the near future. The company also filed IRS Form 941-X's in September 2023 to claim Employee Retention Credits for salaries and wages paid in 2021 while affected by a governmental shutdown ordinance. The company expects to receive $1.2 million net of consulting fees in Employer Retention Credit refunds, although the timing of such refunds is not known.

We have $5,500,000 in revolving lines of credit with Bank Midwest that, as of August 31, 2023, had an outstanding principal balance of $4,534,559. This line of credit was renewed on March 30, 2023 and is scheduled to mature on March 30, 2024. $500,000 under the Reserve Line of Credit was secured in August of 2023 and is scheduled to mature on November 30, 2023.

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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 August 31, 2023. 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.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not a party to any material pending legal proceedings.

Item 1A. Risk Factors.

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 third quarter of fiscal 2023:

					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
June 1 to June 30, 2023		-	$	-		N/A		N/A
July 1 to July 31, 2023		-	$	-		N/A		N/A
August 1 to August 30, 2023		-	$	-		N/A		N/A
Total		-	$	-

(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.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit No.	Description
3.1	Conformed Certificate of Incorporation of Art’s-Way Manufacturing Co., Inc. – incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2020.
3.2	Conformed Bylaws of Art’s-Way Manufacturing Co., Inc.– incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2020.
4.1	Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 – incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2019.
10.1	Promissory Note, between Bank Midwest and Art's-Way Manufacturing Co., Inc. dated August 30, 2023 - filed herewith
31.1	Certificate of Chief Executive Officer pursuant to 17 CFR 13a-14(a) – filed herewith.
31.2	Certificate of Chief Financial Officer pursuant to 17 CFR 13a-14(a) – filed herewith.
32.1	Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 - filed herewith.
32.2	Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 - filed 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 cash flows, and (iv) the notes to the condensed consolidated financial statements.
104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ART’S-WAY MANUFACTURING CO., INC.
Date: October 13, 2023	By: /s/ David A. King
	David A. King
	President and Chief Executive Officer
Date: October 13, 2023	By: /s/ Michael W. Woods
	Michael W. Woods
	Chief Financial Officer

22

EX-10.1

Exhibit 10.3

The authoritative copy of this document is held by Bank Midwest

PROMISSORY NOTE

Principal $500,000.00	Loan Date 08-30-2023	Maturity 11-30-2023	Loan No 040010129562	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: $500,000.00 Date of Note: August 30, 2023

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 Five Hundred Thousand & 00/100 Dollars ($500,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on November 30, 2023. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning September 30, 2023, 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 8.500% 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 of 1.250 percentage points over the Index (the "Margin"), adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 9.750% 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 adjust the Margin to accompany the substitute index. The change to the Margin may be a positive or negative value, or zero. 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 4.250% 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 of accrued unpaid interest. 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.

The authoritative copy of this document is held by Bank Midwest

Loan No: 040010129562 PROMISSORY NOTE (Continued) Page 2

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.

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.

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.

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.

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.

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: David King, CEO of Art's-Way Manufacturing Co., Inc.; and Michael Woods, CFO 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 if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in good faith believes itself insecure.

PURPOSE OF LOAN. The specific purpose of this loan is: 2023 Reserve Operating.

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.

Loan No: 040010129562 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:		By:
	David King, CEO of Art's-Way Manufacturing Co., Inc.		Michael Woods, CFO of Art's-Way Manufacturing Co., Inc.

LENDER:

BANK MIDWEST

X
	Nicole Simpson, Market Leader/VP Ag-Comm Lender

LaserPro, Ver. 23.1.10.010 Copr. Finastra USA Corporation 1997, 2023. All Rights Reserved. - IA K:\CFI\LPL\D20.FC TR-514768 PR-102

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO 17 CFR 240.13(a)-14(a)

(SECTION 302 CERTIFICATION)

I, David A. King, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Art’s-Way Manufacturing Co., Inc.;

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;

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;

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;

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;

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

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

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):

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

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.

		ART’S-WAY MANUFACTURING CO., INC.
Date:	October 13, 2023	/s/ David A. King
		David A. King
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO 17 CFR 240.13(a)-14(a)

(SECTION 302 CERTIFICATION)

I, Michael W. Woods, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Art’s-Way Manufacturing Co., Inc.;

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;

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;

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;

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;

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

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

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):

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

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.

		ART’S-WAY MANUFACTURING CO., INC.
Date:	October 13, 2023	/s/ Michael W. Woods
		Michael W. Woods
		Chief Financial Officer

EX-32.1

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 August 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David A. King, as the President and Chief Executive 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:

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

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	October 13, 2023	/s/ David A. King
		David A. King
		President and Chief Executive Officer

EX-32.2

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 August 31, 2023, 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:

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

4. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	October 13, 2023	/s/ Michael W. Woods
		Michael W. Woods
		Chief Financial Officer

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Document And Entity Information - shares	9 Months Ended
	Aug. 31, 2023	Oct. 05, 2023
Document Information [Line Items]
Entity Central Index Key	0000007623
Entity Registrant Name	ARTS WAY MANUFACTURING CO INC
Amendment Flag	false
Current Fiscal Year End Date	--11-30
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Aug. 31, 2023
Document Transition Report	false
Entity File Number	000-05131
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	42-0920725
Entity Address, Address Line One	5556 Highway 9
Entity Address, City or Town	Armstrong
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50514
City Area Code	712
Local Phone Number	208-8467
Title of 12(b) Security	Common stock $0.01 par value
Trading Symbol	ARTW
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		5,009,574

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Aug. 31, 2023	Nov. 30, 2022
Current assets:
Cash	$ 4,217	$ 5,055
Accounts receivable-customers, net of allowance for doubtful accounts of $34,707 and $34,699 on August 31, 2023 and November 30, 2022, respectively	4,456,012	2,466,790
Inventories, net	10,826,657	9,606,708
Cost and profit in excess of billings	286,128	450,906
Other current assets	347,974	333,287
Current assets of discontinued operations	389,660	1,270,683
Total current assets	16,310,648	14,133,429
Property, plant, and equipment, net	4,925,508	4,945,225
Assets held for lease, net	177,333	400,325
Deferred income taxes, net	2,460,941	2,605,395
Other assets	503,607	474,714
Other assets of discontinued operations	1,186,785	1,389,226
Total assets	25,564,822	23,948,314
Current liabilities:
Accounts payable	2,878,375	2,510,463
Customer deposits	420,337	825,413
Billings in excess of cost and profit	643,906	328,041
Income taxes payable	5,000	3,500
Accrued expenses	1,141,578	1,161,761
Line of credit	4,534,559	3,924,500
Current portion of finance lease liabilities	213,264	142,893
Current portion of long-term debt	106,603	94,808
Current liabilities of discontinued operations	260,954	275,910
Total current liabilities	10,204,576	9,267,289
Long-term portion of operating lease liabilities	15,976	22,426
Long-term portion of finance lease liabilities	691,929	475,411
Long-term debt, excluding current portion	2,658,569	2,743,383
Long-term liabilities of discontinued operations	105,030	289,168
Total liabilities	13,676,080	12,797,677
Commitments and Contingencies (Notes 8, 9, 10 and 13)
Stockholders’ equity:
Undesignated preferred stock - $0.01 par value. Authorized 500,000 shares on August 31, 2023 and November 30, 2022; issued and outstanding 0 shares on August 31, 2023 and November 30, 2022.	0	0
Common stock – $0.01 par value. Authorized 9,500,000 shares on August 31, 2023 and November 30, 2022; issued 5,101,922 on August 31, 2023 and 5,013,671 on November 30, 2022	51,019	50,137
Additional paid-in capital	4,773,545	4,547,172
Retained earnings	7,329,129	6,754,284
Treasury stock, at cost (92,348 shares on August 31, 2023 and 64,574 on November 30, 2022)	(264,951)	(200,956)
Total stockholders’ equity	11,888,742	11,150,637
Total liabilities and stockholders’ equity	$ 25,564,822	$ 23,948,314

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Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)	Aug. 31, 2023	Nov. 30, 2022
Allowance for doubtful accounts	$ 34,707	$ 34,699
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	500,000	500,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	9,500,000	9,500,000
Common stock, issued (in shares)	5,101,922	5,013,671
Treasury stock, shares (in shares)	92,348	64,574

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2023	Aug. 31, 2022
Sales	$ 8,117,422	$ 7,476,215	$ 23,428,681	$ 19,030,526
Cost of goods sold	5,816,798	5,516,558	16,757,586	13,876,238
Gross profit	2,300,624	1,959,657	6,671,095	5,154,288
Expenses
Engineering	170,595	168,098	439,387	446,112
Selling	566,327	417,822	1,608,752	1,407,450
General and administrative	1,095,479	873,469	3,178,285	2,790,825
Total expenses	1,832,401	1,459,389	5,226,424	4,644,387
Income from operations	468,223	500,268	1,444,671	509,901
Other income (expense):
Interest expense	(160,792)	(118,204)	(419,802)	(270,518)
Other	(2,528)	3,179	141,079	2,353
Total other expense	(163,320)	(115,025)	(278,723)	(268,165)
Income from continuing operations before income taxes	304,903	385,243	1,165,948	241,736
Income tax expense	64,030	81,236	245,019	51,055
Net income (loss) from continuing operations	240,873	304,007	920,929	190,681
Discontinued Operations (Note 3)
Loss from operations of discontinued operations	(398,611)	(83,944)	(438,081)	(233,559)
Income tax benefit	(83,708)	(17,712)	(91,997)	(49,281)
Net income (loss) on discontinued operations	(314,903)	(66,232)	(346,084)	(184,278)
Net income (loss)	$ (74,030)	$ 237,775	$ 574,845	$ 6,403

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Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock, Common [Member]	Total
Balance (in shares) at Nov. 30, 2021	4,583,504			44,532
Balance at Nov. 30, 2021	$ 45,835	$ 3,760,649	$ 6,656,487	$ (108,524)	$ 10,354,447
Stock based compensation (in shares)	106,167			20,042
Stock based compensation	$ 1,062	223,229	0	$ (92,432)	131,859
Shares (in shares)	255,000
Common stock purchase agreement	$ 2,550	386,433			388,983
Net Income	$ 0	0	6,403	$ 0	6,403
Balance (in shares) at Aug. 31, 2022	4,944,671			64,574
Balance at Aug. 31, 2022	$ 49,447	4,370,311	6,662,890	$ (200,956)	10,881,692
Balance (in shares) at Nov. 30, 2022	5,013,671			64,574
Balance at Nov. 30, 2022	$ 50,137	4,547,172	6,754,284	$ (200,956)	11,150,637
Stock based compensation (in shares)	88,251			27,774
Stock based compensation	$ 882	226,373	0	$ (63,995)	163,260
Net Income	$ 0	0	574,845	$ 0	574,845
Balance (in shares) at Aug. 31, 2023	5,101,922			92,348
Balance at Aug. 31, 2023	$ 51,019	$ 4,773,545	$ 7,329,129	$ (264,951)	$ 11,888,742

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022
Cash flows from operations:
Net income (loss) from continuing operations	$ 920,929	$ 190,681
Net income (loss) on discontinued operations	(346,084)	(184,278)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock based compensation	227,255	224,291
Decrease in obsolete inventory reserves	(143,165)	(220,667)
Loss on disposal of property, plant, and equipment	21,661	3,971
Gain on disposal of assets held for lease	(114,156)	0
Depreciation and amortization expense	599,181	443,008
Accrued interest on deferred debt payments	0	8,551
Increase (decrease) in allowance for doubtful accounts	8	(3,684)
Deferred income taxes	144,454	(720)
Changes in assets and liabilities:
Accounts receivable	(1,989,230)	(1,181,166)
Inventories	(1,076,784)	(873,359)
Other assets	(14,687)	(75,209)
Accounts payable	367,912	659,520
Contracts in progress, net	480,643	4,797
Customer deposits	(405,076)	1,022,464
Income taxes payable	1,500	0
Accrued expenses	(19,633)	75,790
Net cash provided by (used in) operating activities - continuing operations	(999,188)	278,268
Net cash provided by (used in) operating activities - discontinued operations	480,541	(80,604)
Net cash provided by (used in) operating activities	(518,647)	197,664
Cash flows from investing activities:
Purchases of property, plant, and equipment	(569,445)	(1,123,422)
Net proceeds from sale of assets	286,815	9,300
Net cash used in investing activities - continuing operations	(282,630)	(1,114,122)
Net cash provided by (used in) investing activities - discontinued operations	80,595	(64,371)
Net cash used in investing activities	(202,035)	(1,178,493)
Cash flows from financing activities:
Net change in line of credit	(610,059)	(484,470)
Proceeds from finance lease obligations	397,536	0
Principal payments on finance lease obligations	(127,888)	(74,608)
Proceeds from term debt	0	350,000
Repayment of term debt	(73,019)	(74,098)
Proceeds from common stock purchase agreement	0	431,408
Cost of equity issuance	0	(42,425)
Repurchases of common stock	(63,995)	(92,432)
Net cash provided by financing activities - continuing operations	742,693	982,315
Net cash provided by financing activities - discontinued operations	(22,849)	0
Net cash provided by financing activities	719,844	982,315
Net increase (decrease) in cash	(838)	1,486
Cash at beginning of period	5,055	2,658
Cash at end of period	4,217	4,144
Supplemental disclosures of cash flow information:
Interest	434,799	277,488
Income taxes	2,841	800
Supplemental disclosures of non-cash operating activities:
Right-of-use (ROU) assets acquired (included in other assets)	134,543	698,153
Less: Cash proceeds received under Manufacturing 4.0 Grant applied to ROU Assets	0	(224,513)
Total (ROU) assets acquired (included in other assets)	134,543	473,640
Amortization of operating lease ROU assets (included in other assets)	7,001	8,306
Market value of commitment shares issued under purchase agreement	$ 0	$ 160,000

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Note 1 - Description of the Company

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Nature of Operations [Text Block]

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 two 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 in previous periods, was reported in consolidated numbers as the Company's third operating segment. For more information on discontinued operations, see Note 3 "Discontinued Operations."

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Note 2 - Summary of Significant Accounting Policies

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Significant Accounting Policies [Text Block]

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 financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2022. The results of operations for the three and nine months ended August 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2023.

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 and nine months ended August 31, 2023. Actual results could differ from those estimates.

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Note 3 - Discontinued Operations

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

3) Discontinued Operations

On June 7, 2023, the Company announced that it would be discontinuing the operations of its Tools segment in order to focus its efforts and resources on the business segments that have historically been more successful and that are expected to present greater opportunities for meaningful long-term stockholder returns.  A large portion of this segment's assets were disposed of in the 3rd quarter of fiscal 2023. The primary asset of this business, the real estate, is listed for sale. The company is working to finish liquidation over the next two fiscal quarters.

The cessation of operations and liquidation of the Tools segment represents a strategic shift as a unique business unit of the Company  In accordance with Accounting Standard Code Topic 360, the Company has reclassified Tools as discontinued operations for all periods presented.

The components of discontinued operations in the accompanying Condensed Consolidated Balance Sheets are as follows:

	August 31, 2023		November 30, 2022
Accounts receivables	$	28,659	$	255,508
Inventory		193,351		1,004,844
Other current assets		167,650		10,331
Current assets of discontinued operations	$	389,660	$	1,270,683

	August 31, 2023		November 30, 2022
Property, plant, and equipment, net	$	1,057,497	$	1,233,692
Other assets		129,288		155,534
Other assets of discontinued operations	$	1,186,785	$	1,389,226

	August 31, 2023		November 30, 2022
Accounts payable	$	3,703	$	120,503
Salaries, wages, and commissions		40,620		81,026
Current portion of long-term debt		161,726		2,870
Other current liabilities		54,905		71,511
Current liabilities of discontinued operations	$	260,954	$	275,910

	August 31, 2023		November 30, 2022
Long-term portion of operating lease liabilities	$	-	$	1,590
Long-term portion of finance lease liabilities		105,030		126,720
Long-term debt, excluding current portion		-		160,858
Long-term liabilities of discontinued operations	$	105,030	$	289,168

Income from discontinued operations, before income taxes in the accompanying Condensed Consolidated Statements of Operations, is comprised of the following:

	Tools
	Three Months Ended
	August 31, 2023			August 31, 2022
Revenue from external customers	$	439,000		$	664,000
Gross Profit		(209,000	)		81,000
Income (loss) from operations		(390,000	)		(69,000	)
Income (loss) before tax		(399,000	)		(84,000	)
Capital expenditures		-			53,000
Depreciation & Amortization	$	46,000		$	39,000

	Tools
	Nine Months Ended
	August 31, 2023			August 31, 2022
Revenue from external customers	$	2,031,000		$	1,998,000
Gross Profit		100,000			271,000
Income (loss) from operations		(399,000	)		(195,000	)
Income (loss) before tax		(438,000	)		(234,000	)
Capital expenditures		16,000			64,000
Depreciation & Amortization	$	127,000		$	104,000

Recently Issued Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 adds a current expected credit loss (“CECL”) impairment model to U.S. GAAP that is based on expected losses rather than incurred losses. Modified retrospective adoption is required with any cumulative-effect adjustment recorded to retained earnings as of the beginning of the period of adoption. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within the year of adoption. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company will adopt ASU 2016-13 in fiscal 2024. The Company does not expect the application of the CECL impairment model to have a significant impact on its allowance for uncollectible amounts for accounts receivable.

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Note 4 - Disaggregation of Revenue

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

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 August 31, 2023
	Agricultural		Modular Buildings		Total
Farm equipment	$	4,581,000	$	-	$	4,581,000
Farm equipment service parts		846,000		-		846,000
Modular buildings		-		2,547,000		2,547,000
Modular building lease income		-		20,000		20,000
Other		103,000		20,000		123,000
	$	5,530,000	$	2,587,000	$	8,117,000

	Three Months Ended August 31, 2022
	Agricultural		Modular Buildings		Total
Farm equipment	$	5,610,000	$	-	$	5,610,000
Farm equipment service parts		594,000		-		594,000
Modular buildings		-		1,095,000		1,095,000
Modular building lease income		-		-		-
Other		141,000		36,000		177,000
	$	6,345,000	$	1,131,000	$	7,476,000

	Nine Months Ended August 31, 2023
	Agricultural		Modular Buildings		Total
Farm equipment	$	14,804,000	$	-	$	14,804,000
Farm equipment service parts		2,255,000		-		2,255,000
Modular buildings		-		5,950,000		5,950,000
Modular building lease income		-		85,000		85,000
Other		284,000		51,000		335,000
	$	17,343,000	$	6,086,000	$	23,429,000

	Nine Months Ended August 31, 2022
	Agricultural		Modular Buildings		Total
Farm equipment	$	13,655,000	$	-	$	13,655,000
Farm equipment service parts		1,828,000		-		1,828,000
Modular buildings		-		3,103,000		3,103,000
Modular building lease income		-		-		-
Other		340,000		105,000		445,000
	$	15,823,000	$	3,208,000	$	19,031,000

The Company offered floorplan terms in its Agricultural Products segment during its Fall of 2021 and 2022 early order program to incentivize customers to stock farm equipment on their lots for fiscal 2022 and fiscal 2023. 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 August 31, 2023, the Company had approximately $1,313,000 in receivables on the floorplan program with a due date greater than 30 days compared to $850,000 on August 31, 2022.

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Note 5 - Contract Receivables, Contract Assets and Contract Liabilities

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Contract Receivable, Contract Assets, and Contract Liabilities [Text Block]

5) 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.

	August 31, 2023		November 30, 2022
Receivables	$	4,456,000	$	2,467,000
Assets		286,000		451,000
Liabilities		1,064,000		1,153,000

The amount of revenue recognized in the first nine months of fiscal 2023 that was included in a contract liability on  November 30, 2022 was approximately $1,153,000 compared to $559,000 in the same period of fiscal 2022. The beginning contract receivables, assets and liabilities on December 1, 2021 were approximately $2,380,000; $177,000 and $558,000, respectively.

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Note 6 - Net Income (Loss) Per Share of Common Stock

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Earnings Per Share [Text Block]

6) 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  August 31, 2023 and August 31, 2022:

	For the Three Months Ended
	August 31, 2023			August 31, 2022
Numerator for basic and diluted net income (loss) per share:
Net income from continuing operations	$	240,873		$	304,007
Net (loss) from discontinued operations		(314,903	)		(66,232	)
Net income (loss)		(74,030	)		237,775
Denominator:
For basic net income (loss) per share - weighted average common shares outstanding		5,009,041			4,700,422
Effect of dilutive stock options		-			-
For diluted net income (loss) per share - weighted average common shares outstanding		5,009,041			4,700,422
Net Income (loss) per share - Basic:
Continuing Operations	$	0.05		$	0.06
Discontinued Operations		(0.06	)		(0.01	)
Net income (loss) per share	$	(0.01	)	$	0.05
Net Income (loss) per share - Diluted:
Continuing Operations	$	0.05		$	0.06
Discontinued Operations		(0.06	)		(0.01	)
Net income (loss) per share	$	(0.01	)	$	0.05

	For the Nine Months Ended
	August 31, 2023			August 31, 2022
Numerator for basic and diluted net income (loss) per share:
Net income from continuing operations	$	920,929		$	190,681
Net (loss) from discontinued operations		(346,084	)		(184,278	)
Net income (loss)		574,845			6,403
Denominator:
For basic net income (loss) per share - weighted average common shares outstanding		5,000,185			4,633,621
Effect of dilutive stock options		-			-
For diluted net income (loss) per share - weighted average common shares outstanding		5,000,185			4,633,621
Net Income (Loss) per share - Basic:
Continuing Operations	$	0.18		$	0.04
Discontinued Operations		(0.07	)		(0.04	)
Net income per share	$	0.11		$	0.00
Net Income (Loss) per share - Diluted:
Continuing Operations	$	0.18		$	0.04
Discontinued Operations		(0.07	)		(0.04	)
Net income per share	$	0.11		$	0.00

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Note 7 - Inventory

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Inventory Disclosure [Text Block]

7) Inventory

Major classes of inventory are:

	August 31, 2023			November 30, 2022
Raw materials	$	8,839,416		$	8,174,519
Work in process		267,891			371,125
Finished goods		3,129,347			2,622,142
Total Gross Inventory	$	12,236,654		$	11,167,786
Less: Reserves		(1,409,997	)		(1,561,078	)
Net Inventory	$	10,826,657		$	9,606,708

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Note 8 - Accrued Expenses

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

8) Accrued Expenses

Major components of accrued expenses are:

	August 31, 2023		November 30, 2022
Salaries, wages, and commissions	$	559,694	$	707,399
Accrued warranty expense		264,033		192,301
Other		317,851		262,061
Total accrued expenses	$	1,141,578	$	1,161,761

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Note 9 - Assets Held for Lease

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Disclosure of Assets Available for Sale, Not Part of Discontinued Operations [Text Block]

9) Assets Held for Lease

Major components of assets held for lease are:

	August 31, 2023		November 30, 2022
Modular Buildings	$	177,333	$	400,325
Total assets held for lease	$	177,333	$	400,325

There were approximately $20,000 and $85,000 rents recognized from assets held for lease included in sales on the Condensed Consolidated Statements of Operations during the three and nine months ended August 31, 2023, respectively, compared to zero for the same periods ending August 31, 2022.

The future minimum lease receipts for the years ended November 31, 2023 are as follows:

Year	Amount
2023	$ 35,084
2024	70,360
	$ 105,444

The Company recognized a gain of $114,156 on the sale of an asset held for lease in the three and nine months ended August 31, 2023 compared to zero for the same periods ending August 31, 2022.

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Note 10 - Product Warranty

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Product Warranty Disclosure [Text Block]

10) 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 one 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 7 “Accrued Expenses.” Changes in the Company’s product warranty liability for the three and nine months ended August 31, 2023 and  August 31, 2022 are as follows:

	Three Months Ended (Continuing operations)
	August 31, 2023			August 31, 2022
Balance, beginning	$	252,444		$	89,549
Provision charged to expense		(102,485	)		(69,721	)
Less amounts charged-off		114,074			136,999
Balance, ending	$	264,033		$	156,827

	Nine Months Ended
	August 31, 2023			August 31, 2022
Balance, beginning	$	192,301		$	202,850
Provision charged to expense		(273,677	)		(277,734	)
Less amounts charged-off		345,409			231,711
Balance, ending	$	264,033		$	156,827

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Note 11 - Loan and Credit Agreements

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

11) Loan and Credit Agreements

Bank Midwest Revolving Lines of Credit and Term Loans

The Company maintains a $5,000,000 revolving line of credit (the “Line of Credit”) and a $500,000 revolving line of credit (the “Reserve Line of Credit”) with Bank Midwest. On August 31, 2023, the balance of the Line of Credit was $4,534,559 with $465,441 remaining available, as may be limited by the borrowing base calculation. The Reserve Line of Credit is used for additional working capital in excess of the $5,000,000 Line of Credit. The Reserve Line of Credit remained undispersed on  August 31, 2023  The Line of Credit borrowing base is an amount equal to 75% of accounts receivable balances (discounted for aged receivables), plus 50% of net inventory, less any outstanding loan balance on the Line of Credit. On August 31, 2023, the Line of Credit was not limited by the borrowing base calculation. Any unpaid principal amount borrowed on the Line of Credit accrues interest at a floating rate per annum equal to 1.25% above the Wall Street Journal rate published in the money rates section of the Wall Street Journal. The interest rate floor is set at 4.25% per annum and the current interest rate is 9.75% per annum. The Line of Credit matures on March 30, 2024 and requires monthly interest-only payments. The Reserve Line of Credit is governed by the terms of a Promissory Note, dated August 30, 2023, entered into between the Company and Bank Midwest. Any unpaid principal amount borrowed on the Reserve Line of Credit accrues interest at a floating rate per annum equal to 1.25% above the Wall Street Journal rate published in the money rates section of the Wall Street Journal. The interest rate floor is set at 4.25% per annum and the current interest rate is 9.75% per annum. The Line of Credit matures on November 30, 2023 and requires monthly interest-only payments. 

The Company carries a $2,600,000 term loan with Bank Midwest due October 1, 2037 (the “Term Loan”), and a $350,000 term loan (the “Roof Term Loan”) due on May 15, 2027. The Term Loan accrued interest at a rate of 5.00% for the first ninety months, which ended on September 28, 2022. Thereafter, the Term Loan interest rate was reset to a fixed rate of 7% based on prime plus 0.75% on the reset date. The interest rate floor is set at 4.15% per annum and the interest rate may only be adjusted by Bank Midwest once every five years. Monthly payments of $19,648 in principal and interest are required. The Term Loan is also guaranteed by the United States Department of Agriculture (“USDA”), which required an upfront guarantee fee of $62,400 and requires an annual fee of 0.5% of the unpaid balance. As part of the USDA guarantee requirements, stockholders owning more than 20% are required to personally guarantee a portion of the Term Loan, in an amount equal to their stock ownership percentage. The J. Ward McConnell Jr. Living Trust, the estate of the former Vice Chairman of the Board of Directors and a stockholder owning more than 20% of the Company’s outstanding stock, is guaranteeing approximately 38% of the Term Loan, for an annual fee of 2% of the personally guaranteed amount. The initial guarantee fee will be amortized over the life of the Term Loan, and the annual fees and personally guaranteed amounts are expensed monthly. The Term Loan is governed by the terms of a Promissory Note, dated September 28, 2017, entered into between the Company and Bank Midwest.

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 Company also entered into the Roof Term Loan of $350,000 with Bank Midwest on May 17, 2022. The Roof Term Loan’s proceeds were used to fix sections of the Armstrong facility’s roof. The Roof Term Loan requires 59 regular payments of $2,972 and an estimated balloon payment of $269,517 on the maturity date of May 15, 2027. Any unpaid principal amount borrowed on the Roof Term Loan accrues interest at a rate of 7.0% per annum. The Roof Term Loan is governed by the terms of a Promissory Note, dated May 17, 2022, entered into between the Company and Bank Midwest and by a Change of Terms Agreement dated March 30, 2023 which fixed the interest rate terms of the original Promissory Note.

To further secure the Line of Credit, the Company granted Bank Midwest a mortgage on its Canton, Ohio property held by Ohio Metal Working Products/Art’s-Way Inc. 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 subsidiaries (as guarantors pursuant to the Commercial Guaranties) commits an event of default with respect to the promissory notes 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 notes. 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 $4,000,000 of monthly working capital. Additionally, a maximum debt to worth ratio of 1 to 1 must be maintained, with a minimum of 40% tangible balance sheet equity, with variations subject to mutual agreement. The Company is also required to maintain a minimum debt service coverage ratio of 1.25, with a 0.10 tolerance. The Company also must receive bank approval for purchases or sales of equipment over $100,000 annually and maintain reasonable salaries and owner compensation. The Company was out of compliance with its debt to worth ratio by fifteen percentage points on the Bank Midwest loans as of November 30, 2022. Bank Midwest issued a waiver forgiving the noncompliance, and in turn waived the event of default. The next measurement date is November 30, 2023 for all covenants except the monthly working capital requirement.

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. Two loans were executed on June 18, 2020 with principal amounts of $150,000 each, with a third loan being executed on June 24, 2020 with a principal amount of $150,000. Proceeds from these EIDLs are being used for working capital purposes. Interest accrues at the rate of 3.75% per annum and will accrue from the date of inception. Installment payments, including principal and interest, were due monthly beginning December 18, 2022 (thirty months from the date of the EIDLs) and December 24, 2022 in the amount of $731 per EIDL. The balance of principal and interest is payable 30 years from the date of the EIDL. The EIDLs are secured by a security interest on all of the Company’s assets subordinate to Bank Midwest’s security interest. Each EIDL is governed by the terms of a separate Promissory Note, dated either June 18, 2020 or June 24, 2020, as applicable, entered into by the Company or the applicable subsidiary.

On June 7, 2023 the Company announced it will perform runoff operations of the Tools business and proceed with an orderly liquidation of the Tools segment assets. The Company will be required to pay the balance of the EIDL loan associated with the Tools segment upon liquidation and dissolution of the business. The principal balance of this loan was $161,726 at August 31, 2023. The Company will also be required to pay off the balance of the Bank Midwest Roof Loan in the event the real estate is sold for the Tools segment. The principal balance of this loan at August 31, 2023 is $339,711.

A summary of the Company’s term debt is as follows:

	August 31, 2023		November 30, 2022
Bank Midwest loan payable in monthly installments of $19,648 including interest at 7.00%, due October 1, 2037	$	2,102,184	$	2,165,554
Bank Midwest loan payable in monthly installments of $2,972 including interest at 7.00%, due May 15, 2027		339,711		344,932
U.S. Small Business Administration loan payable in monthly installments of $731 including interest at 3.75% beginning December 18, 2022, due June 18, 2050		161,711		163,793
U.S. Small Business Administration loan payable in monthly installments of $731 including interest at 3.75% beginning December 18, 2022, due June 18, 2050		161,726		163,728
U.S. Small Business Administration loan payable in monthly installments of $731 including interest at 3.75% beginning December 24, 2022, due June 24, 2050		161,566		163,912
Total term debt	$	2,926,898	$	3,001,919
Less term debt of discontinued operations		161,726		163,728
Term debt, continuing operations		2,765,172		2,838,191
Less current portion of term debt		106,603		94,808
Term debt, excluding current portion	$	2,658,569	$	2,743,383

A summary of the minimum maturities of term debt follows for the years ending November 30:

Year	Amount
2023	$	25,739
2024		108,251
2025		116,515
2026		124,856
2027		416,553
2028 and thereafter		1,973,258
	$	2,765,172

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Note 12 - Income Taxes

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Income Tax Disclosure [Text Block]

12) 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 100% of its 2023 fiscal year tax liability and does not expect to have significant cash tax cost in the near future.

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Note 13 - Related Party Transactions

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

13) Related Party Transactions

During the three and nine months ended August 31, 2023, and August 31, 2022, the Company did not recognize any revenues from transactions with a related party, and no amounts in accounts receivable balances were due from a related party. From time to time, the Company purchases various supplies from related parties, which are companies in which Marc McConnell, the Chairman of the Company’s Board of Directors, has an ownership interest and also serves as President. J. Ward McConnell Jr.’s estate, the J. Ward McConnell, Jr. Living Trust, is paid a monthly fee to guarantee a portion of the Company’s term debt in accordance with the USDA guarantee obtained on the Company’s term debt. In the three and nine months ended August 31, 2023, the Company recognized $4,068 and $12,131 of expense for transactions with related parties, respectively, compared to $4,209 and $19,762 for the three and nine months ended August 31, 2022. As of August 31, 2023, accrued expenses contained a balance of $1,357 owed to a related party compared to $1,408 on August 31, 2022.

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Note 14 - Leases

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Leases [Text Block]

14) Leases

The components of operating leases on the Condensed Consolidated Balance Sheets on August 31, 2023 and November 30, 2022 were as follows:

	August 31, 2023		November 30, 2022
Operating lease right-of-use assets (in other assets)	$	24,526	$	31,527
Current portion of operating lease liabilities (in accrued expenses)	$	8,550	$	9,101
Long-term portion of operating lease liabilities		15,976		22,426
Total operating lease liabilities	$	24,526	$	31,527

The components of finance leases on the Condensed Consolidated Balance Sheets on August 31, 2023 and November 30, 2022 were as follows:

	August 31, 2023		November 30, 2022
Finance lease right-of-use assets (net of amortization in other assets)	$	427,797	$	387,922
Current portion of finance lease liabilities	$	213,264	$	142,893
Long-term portion of finance lease liabilities		691,929		475,411
Total finance lease liabilities	$	905,193	$	618,304

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Note 15 - Equity Incentive Plan and Stock Based Compensation

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

15) 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 500,000 shares to the number of shares reserved for issuance pursuant to equity awards. No further awards will be made under the 2011 Plan or other prior plans. Awards to directors and executive officers under the 2020 Plan are governed by the forms of agreement approved by the Board of Directors. Stock options or other awards granted prior to February 25, 2020 are governed by the applicable prior plan and the forms of agreement adopted thereunder.

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 non-employee directors are automatically granted restricted stock awards of 1,000 shares of fully vested common stock annually or initially upon their election to the Board and another 1,000 shares of fully vested common stock on the last business day of each fiscal quarter.

Shares issued under the 2020 Plan for the three months ended  August 31, 2023 and 2022 are as follows:

	For the Three Months Ended
	August 31, 2023		August 31, 2022
Shares issued to directors (immediate vesting)		5,000		5,000
Shares issued to directors, employees, and consultants (three year vesting)		-		-
Total shares issued		5,000		5,000

	For the Nine Months Ended
	August 31, 2023			August 31, 2022
Shares issued to directors (immediate vesting)		20,000			20,000
Shares issued to directors, employees, and consultants (three year vesting)		82,250			94,500
Unvested shares forfeit upon termination		(13,999	)		(8,333	)
Total shares issued		88,251			106,167

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Note 16 - Common Stock Purchase Agreement

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Equity [Text Block]

16) Common Stock Purchase Agreement

On March 29, 2022, Art’s-Way Manufacturing Co., Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP, a Delaware limited partnership (“Alumni Capital”), pursuant to which the Company agreed to sell, and Alumni Capital agreed to purchase, upon request of the Company in one or more transactions, a number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) providing aggregate gross proceeds to the Company of up to $3,000,000 (the “Maximum”). The Purchase Agreement expired on June 30, 2023.

In exchange for Alumni Capital entering into the Purchase Agreement, the Company issued 20,000 shares of Common Stock to Alumni Capital upon execution of the Purchase Agreement (the “Initial Commitment Shares”) and issued another 20,000 shares in connection with the first closing under the Purchase Agreement (with the Initial Commitment Shares, the “Commitment Shares”). The Company shares, including the Commitment Shares, were offered and sold under the Purchase Agreement in reliance upon an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

As required by the Purchase Agreement, the Company filed a registration statement on Form S-3 (the “Registration Statement”) April 27, 2022 which was declared effective on August 9, 2022 by the SEC.

The Company evaluated the embedded options and believed they should not be bifurcated from the agreement and accounted for separately as it is indexed to the Company’s stock and would qualify for equity treatment on the balance sheet.

The Company incurred approximately $134,000 of expense related to equity issuance in the nine months ended August 31, 2022 in the form of 20,000 commitment shares valued at approximately $117,000, attorney fees for the negotiation and execution of the Purchase Agreement and the preparation and filing of the registration statement. These equity issuance costs are included in prepaid assets at  August 31, 2022 and reduced proceeds received under the common stock purchase agreement in fiscal 2022.

Below is a summary of shares purchased by Alumni Capital under the Purchase Agreement:

Date	Shares		Share price net of discount		Proceeds
7/25/2022		50,000	$	2.07	$	103,305
8/03/2022		50,000	$	1.98	$	98,940
8/15/2022		50,000	$	2.00	$	99,910
8/23/2022		65,000	$	1.99	$	129,253
9/23/2022		65,000	$	1.76	$	114,120
Total		280,000			$	545,528

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Note 17 - Disclosures About the Fair Value of Financial Instruments

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Fair Value Disclosures [Text Block]

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  August 31, 2023 and November 30, 2022, 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.

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Note 18 - Segment Information

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

18) Segment Information

As of August 31, 2023, the Company has two 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. 

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 August 31, 2023
	Agricultural Products			Modular Buildings		Consolidated (Continuing Operations)
Revenue from external customers	$	5,530,000		$	2,587,000	$	8,117,000
Gross profit		1,437,000			864,000		2,301,000
Income (loss) from operations		(108,000	)		576,000		468,000
Income (loss) before tax		(264,000	)		569,000		305,000
Total Assets		20,515,000			3,473,000		23,988,000
Capital expenditures		-			1,000		1,000
Depreciation & Amortization	$	126,000		$	65,000	$	191,000

	Three Months Ended August 31, 2022
	Agricultural Products		Modular Buildings			Consolidated (Continuing Operations)
Revenue from external customers	$	6,345,000	$	1,131,000		$	7,476,000
Gross profit		1,887,000		73,000			1,960,000
Income (loss) from operations		676,000		(176,000	)		500,000
Income (loss) before tax		566,000		(181,000	)		385,000
Total Assets		18,328,000		3,608,000			21,936,000
Capital expenditures		506,000		118,000			624,000
Depreciation & Amortization	$	124,000	$	33,000		$	157,000

	Nine Months Ended August 31, 2023
	Agricultural Products		Modular Buildings		Consolidated (Continuing Operations)
Revenue from external customers	$	17,343,000	$	6,086,000	$	23,429,000
Gross profit		5,100,000		1,571,000		6,671,000
Income (loss) from operations		710,000		735,000		1,445,000
Income (loss) before tax		340,000		826,000		1,166,000
Total Assets		20,515,000		3,473,000		23,988,000
Capital expenditures		447,000		122,000		569,000
Depreciation & Amortization	$	376,000	$	223,000	$	599,000

	Nine Months Ended August 31, 2022
	Agricultural Products		Modular Buildings			Consolidated (Continuing Operations)
Revenue from external customers	$	15,823,000	$	3,208,000		$	19,031,000
Gross profit		4,848,000		306,000			5,154,000
Income (loss) from operations		994,000		(484,000	)		510,000
Income (loss) before tax		746,000		(504,000	)		242,000
Total Assets		18,328,000		3,608,000			21,936,000
Capital expenditures		981,000		142,000			1,123,000
Depreciation & Amortization	$	342,000	$	101,000		$	443,000

*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.

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Note 19 - Subsequent Events

9 Months Ended

Aug. 31, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

19) Subsequent Events

Management evaluated all other activity of the Company and concluded that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements other than a payroll tax amendment filed in September 19, 2023 to claim Employee Retention Credits in the amount of $1.2 million net of consulting fees.

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Significant Accounting Policies (Policies)

9 Months Ended

Aug. 31, 2023

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

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 financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2022. The results of operations for the three and nine months ended August 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2023.

Use of Estimates, Policy [Policy Text Block]

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 and nine months ended August 31, 2023. Actual results could differ from those estimates.

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Note 3 - Discontinued Operations (Tables)

9 Months Ended

Aug. 31, 2023

Notes Tables

Disposal Groups, Including Discontinued Operations [Table Text Block]

	August 31, 2023		November 30, 2022
Accounts receivables	$	28,659	$	255,508
Inventory		193,351		1,004,844
Other current assets		167,650		10,331
Current assets of discontinued operations	$	389,660	$	1,270,683

	August 31, 2023		November 30, 2022
Property, plant, and equipment, net	$	1,057,497	$	1,233,692
Other assets		129,288		155,534
Other assets of discontinued operations	$	1,186,785	$	1,389,226

	August 31, 2023		November 30, 2022
Accounts payable	$	3,703	$	120,503
Salaries, wages, and commissions		40,620		81,026
Current portion of long-term debt		161,726		2,870
Other current liabilities		54,905		71,511
Current liabilities of discontinued operations	$	260,954	$	275,910

	August 31, 2023		November 30, 2022
Long-term portion of operating lease liabilities	$	-	$	1,590
Long-term portion of finance lease liabilities		105,030		126,720
Long-term debt, excluding current portion		-		160,858
Long-term liabilities of discontinued operations	$	105,030	$	289,168

	Tools
	Three Months Ended
	August 31, 2023			August 31, 2022
Revenue from external customers	$	439,000		$	664,000
Gross Profit		(209,000	)		81,000
Income (loss) from operations		(390,000	)		(69,000	)
Income (loss) before tax		(399,000	)		(84,000	)
Capital expenditures		-			53,000
Depreciation & Amortization	$	46,000		$	39,000

	Tools
	Nine Months Ended
	August 31, 2023			August 31, 2022
Revenue from external customers	$	2,031,000		$	1,998,000
Gross Profit		100,000			271,000
Income (loss) from operations		(399,000	)		(195,000	)
Income (loss) before tax		(438,000	)		(234,000	)
Capital expenditures		16,000			64,000
Depreciation & Amortization	$	127,000		$	104,000

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Note 4 - Disaggregation of Revenue (Tables)

9 Months Ended

Aug. 31, 2023

Notes Tables

Disaggregation of Revenue [Table Text Block]

	Three Months Ended August 31, 2023
	Agricultural		Modular Buildings		Total
Farm equipment	$	4,581,000	$	-	$	4,581,000
Farm equipment service parts		846,000		-		846,000
Modular buildings		-		2,547,000		2,547,000
Modular building lease income		-		20,000		20,000
Other		103,000		20,000		123,000
	$	5,530,000	$	2,587,000	$	8,117,000

	Three Months Ended August 31, 2022
	Agricultural		Modular Buildings		Total
Farm equipment	$	5,610,000	$	-	$	5,610,000
Farm equipment service parts		594,000		-		594,000
Modular buildings		-		1,095,000		1,095,000
Modular building lease income		-		-		-
Other		141,000		36,000		177,000
	$	6,345,000	$	1,131,000	$	7,476,000

	Nine Months Ended August 31, 2023
	Agricultural		Modular Buildings		Total
Farm equipment	$	14,804,000	$	-	$	14,804,000
Farm equipment service parts		2,255,000		-		2,255,000
Modular buildings		-		5,950,000		5,950,000
Modular building lease income		-		85,000		85,000
Other		284,000		51,000		335,000
	$	17,343,000	$	6,086,000	$	23,429,000

	Nine Months Ended August 31, 2022
	Agricultural		Modular Buildings		Total
Farm equipment	$	13,655,000	$	-	$	13,655,000
Farm equipment service parts		1,828,000		-		1,828,000
Modular buildings		-		3,103,000		3,103,000
Modular building lease income		-		-		-
Other		340,000		105,000		445,000
	$	15,823,000	$	3,208,000	$	19,031,000

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Note 5 - Contract Receivables, Contract Assets and Contract Liabilities (Tables)

9 Months Ended

Aug. 31, 2023

Notes Tables

Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]

	August 31, 2023		November 30, 2022
Receivables	$	4,456,000	$	2,467,000
Assets		286,000		451,000
Liabilities		1,064,000		1,153,000

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Note 6 - Net Income (Loss) Per Share of Common Stock (Tables)

9 Months Ended

Aug. 31, 2023

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	For the Three Months Ended
	August 31, 2023			August 31, 2022
Numerator for basic and diluted net income (loss) per share:
Net income from continuing operations	$	240,873		$	304,007
Net (loss) from discontinued operations		(314,903	)		(66,232	)
Net income (loss)		(74,030	)		237,775
Denominator:
For basic net income (loss) per share - weighted average common shares outstanding		5,009,041			4,700,422
Effect of dilutive stock options		-			-
For diluted net income (loss) per share - weighted average common shares outstanding		5,009,041			4,700,422
Net Income (loss) per share - Basic:
Continuing Operations	$	0.05		$	0.06
Discontinued Operations		(0.06	)		(0.01	)
Net income (loss) per share	$	(0.01	)	$	0.05
Net Income (loss) per share - Diluted:
Continuing Operations	$	0.05		$	0.06
Discontinued Operations		(0.06	)		(0.01	)
Net income (loss) per share	$	(0.01	)	$	0.05

	For the Nine Months Ended
	August 31, 2023			August 31, 2022
Numerator for basic and diluted net income (loss) per share:
Net income from continuing operations	$	920,929		$	190,681
Net (loss) from discontinued operations		(346,084	)		(184,278	)
Net income (loss)		574,845			6,403
Denominator:
For basic net income (loss) per share - weighted average common shares outstanding		5,000,185			4,633,621
Effect of dilutive stock options		-			-
For diluted net income (loss) per share - weighted average common shares outstanding		5,000,185			4,633,621
Net Income (Loss) per share - Basic:
Continuing Operations	$	0.18		$	0.04
Discontinued Operations		(0.07	)		(0.04	)
Net income per share	$	0.11		$	0.00
Net Income (Loss) per share - Diluted:
Continuing Operations	$	0.18		$	0.04
Discontinued Operations		(0.07	)		(0.04	)
Net income per share	$	0.11		$	0.00

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Note 7 - Inventory (Tables)

9 Months Ended

Aug. 31, 2023

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	August 31, 2023			November 30, 2022
Raw materials	$	8,839,416		$	8,174,519
Work in process		267,891			371,125
Finished goods		3,129,347			2,622,142
Total Gross Inventory	$	12,236,654		$	11,167,786
Less: Reserves		(1,409,997	)		(1,561,078	)
Net Inventory	$	10,826,657		$	9,606,708

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Note 8 - Accrued Expenses (Tables)

9 Months Ended

Aug. 31, 2023

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	August 31, 2023		November 30, 2022
Salaries, wages, and commissions	$	559,694	$	707,399
Accrued warranty expense		264,033		192,301
Other		317,851		262,061
Total accrued expenses	$	1,141,578	$	1,161,761

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Note 9 - Assets Held for Lease (Tables)

9 Months Ended

Aug. 31, 2023

Notes Tables

Property, Plant, and Equipment, Lessor Asset under Operating Lease [Table Text Block]

	August 31, 2023		November 30, 2022
Modular Buildings	$	177,333	$	400,325
Total assets held for lease	$	177,333	$	400,325

Lessor, Operating Lease, Payment to be Received, Maturity [Table Text Block]

Year	Amount
2023	$ 35,084
2024	70,360
	$ 105,444

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Note 10 - Product Warranty (Tables)

9 Months Ended

Aug. 31, 2023

Notes Tables

Schedule of Product Warranty Liability [Table Text Block]

	Three Months Ended (Continuing operations)
	August 31, 2023			August 31, 2022
Balance, beginning	$	252,444		$	89,549
Provision charged to expense		(102,485	)		(69,721	)
Less amounts charged-off		114,074			136,999
Balance, ending	$	264,033		$	156,827

	Nine Months Ended
	August 31, 2023			August 31, 2022
Balance, beginning	$	192,301		$	202,850
Provision charged to expense		(273,677	)		(277,734	)
Less amounts charged-off		345,409			231,711
Balance, ending	$	264,033		$	156,827

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Note 11 - Loan and Credit Agreements (Tables)

9 Months Ended

Aug. 31, 2023

Notes Tables

Schedule of Debt [Table Text Block]

	August 31, 2023		November 30, 2022
Bank Midwest loan payable in monthly installments of $19,648 including interest at 7.00%, due October 1, 2037	$	2,102,184	$	2,165,554
Bank Midwest loan payable in monthly installments of $2,972 including interest at 7.00%, due May 15, 2027		339,711		344,932
U.S. Small Business Administration loan payable in monthly installments of $731 including interest at 3.75% beginning December 18, 2022, due June 18, 2050		161,711		163,793
U.S. Small Business Administration loan payable in monthly installments of $731 including interest at 3.75% beginning December 18, 2022, due June 18, 2050		161,726		163,728
U.S. Small Business Administration loan payable in monthly installments of $731 including interest at 3.75% beginning December 24, 2022, due June 24, 2050		161,566		163,912
Total term debt	$	2,926,898	$	3,001,919
Less term debt of discontinued operations		161,726		163,728
Term debt, continuing operations		2,765,172		2,838,191
Less current portion of term debt		106,603		94,808
Term debt, excluding current portion	$	2,658,569	$	2,743,383

Schedule of Maturities of Long-Term Debt [Table Text Block]

Year	Amount
2023	$	25,739
2024		108,251
2025		116,515
2026		124,856
2027		416,553
2028 and thereafter		1,973,258
	$	2,765,172

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Note 14 - Leases (Tables)

9 Months Ended

Aug. 31, 2023

Notes Tables

Lessee, Operating Leases, Assets and Liabilities [Table Text Block]

	August 31, 2023		November 30, 2022
Operating lease right-of-use assets (in other assets)	$	24,526	$	31,527
Current portion of operating lease liabilities (in accrued expenses)	$	8,550	$	9,101
Long-term portion of operating lease liabilities		15,976		22,426
Total operating lease liabilities	$	24,526	$	31,527

Lessee, Finance Leases, Assets and Liabilities [Table Text Block]

	August 31, 2023		November 30, 2022
Finance lease right-of-use assets (net of amortization in other assets)	$	427,797	$	387,922
Current portion of finance lease liabilities	$	213,264	$	142,893
Long-term portion of finance lease liabilities		691,929		475,411
Total finance lease liabilities	$	905,193	$	618,304

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Note 15 - Equity Incentive Plan and Stock Based Compensation (Tables)

9 Months Ended

Aug. 31, 2023

Notes Tables

Share-Based Payment Arrangement, Activity [Table Text Block]

	For the Three Months Ended
	August 31, 2023		August 31, 2022
Shares issued to directors (immediate vesting)		5,000		5,000
Shares issued to directors, employees, and consultants (three year vesting)		-		-
Total shares issued		5,000		5,000

	For the Nine Months Ended
	August 31, 2023			August 31, 2022
Shares issued to directors (immediate vesting)		20,000			20,000
Shares issued to directors, employees, and consultants (three year vesting)		82,250			94,500
Unvested shares forfeit upon termination		(13,999	)		(8,333	)
Total shares issued		88,251			106,167

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Note 16 - Common Stock Purchase Agreement (Tables)

9 Months Ended

Aug. 31, 2023

Notes Tables

Schedule of Stockholders Equity [Table Text Block]

Date	Shares		Share price net of discount		Proceeds
7/25/2022		50,000	$	2.07	$	103,305
8/03/2022		50,000	$	1.98	$	98,940
8/15/2022		50,000	$	2.00	$	99,910
8/23/2022		65,000	$	1.99	$	129,253
9/23/2022		65,000	$	1.76	$	114,120
Total		280,000			$	545,528

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Note 18 - Segment Information (Tables)

9 Months Ended

Aug. 31, 2023

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended August 31, 2023
	Agricultural Products			Modular Buildings		Consolidated (Continuing Operations)
Revenue from external customers	$	5,530,000		$	2,587,000	$	8,117,000
Gross profit		1,437,000			864,000		2,301,000
Income (loss) from operations		(108,000	)		576,000		468,000
Income (loss) before tax		(264,000	)		569,000		305,000
Total Assets		20,515,000			3,473,000		23,988,000
Capital expenditures		-			1,000		1,000
Depreciation & Amortization	$	126,000		$	65,000	$	191,000

	Three Months Ended August 31, 2022
	Agricultural Products		Modular Buildings			Consolidated (Continuing Operations)
Revenue from external customers	$	6,345,000	$	1,131,000		$	7,476,000
Gross profit		1,887,000		73,000			1,960,000
Income (loss) from operations		676,000		(176,000	)		500,000
Income (loss) before tax		566,000		(181,000	)		385,000
Total Assets		18,328,000		3,608,000			21,936,000
Capital expenditures		506,000		118,000			624,000
Depreciation & Amortization	$	124,000	$	33,000		$	157,000

	Nine Months Ended August 31, 2023
	Agricultural Products		Modular Buildings		Consolidated (Continuing Operations)
Revenue from external customers	$	17,343,000	$	6,086,000	$	23,429,000
Gross profit		5,100,000		1,571,000		6,671,000
Income (loss) from operations		710,000		735,000		1,445,000
Income (loss) before tax		340,000		826,000		1,166,000
Total Assets		20,515,000		3,473,000		23,988,000
Capital expenditures		447,000		122,000		569,000
Depreciation & Amortization	$	376,000	$	223,000	$	599,000

	Nine Months Ended August 31, 2022
	Agricultural Products		Modular Buildings			Consolidated (Continuing Operations)
Revenue from external customers	$	15,823,000	$	3,208,000		$	19,031,000
Gross profit		4,848,000		306,000			5,154,000
Income (loss) from operations		994,000		(484,000	)		510,000
Income (loss) before tax		746,000		(504,000	)		242,000
Total Assets		18,328,000		3,608,000			21,936,000
Capital expenditures		981,000		142,000			1,123,000
Depreciation & Amortization	$	342,000	$	101,000		$	443,000

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Note 1 - Description of the Company (Details Textual)	9 Months Ended
	Aug. 31, 2023
Number of Operating Segments	2

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Note 3 - Discontinued Operations - Components of Discontinued Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2023	Aug. 31, 2022	Nov. 30, 2022
Current assets of discontinued operations	$ 389,660		$ 389,660		$ 1,270,683
Other assets of discontinued operations	1,186,785		1,186,785		1,389,226
Current liabilities of discontinued operations	260,954		260,954		275,910
Long-term liabilities of discontinued operations	105,030		105,030		289,168
Loss from operations of discontinued operations	(398,611)	$ (83,944)	(438,081)	$ (233,559)
Discontinued Operations [Member]
Accounts receivables	28,659		28,659		255,508
Inventory	193,351		193,351		1,004,844
Other current assets	167,650		167,650		10,331
Current assets of discontinued operations	389,660		389,660		1,270,683
Property, plant, and equipment, net	1,057,497		1,057,497		1,233,692
Other assets	129,288		129,288		155,534
Other assets of discontinued operations	1,186,785		1,186,785		1,389,226
Accounts payable	3,703		3,703		120,503
Salaries, wages, and commissions	40,620		40,620		81,026
Current portion of long-term debt	161,726		161,726		2,870
Other current liabilities	54,905		54,905		71,511
Current liabilities of discontinued operations	260,954		260,954		275,910
Long-term portion of operating lease liabilities	0		0		1,590
Long-term portion of finance lease liabilities	105,030		105,030		126,720
Long-term debt, excluding current portion	0		0		160,858
Long-term liabilities of discontinued operations	105,030		105,030		$ 289,168
Revenue from external customers	439,000	664,000	2,031,000	1,998,000
Gross Profit	(209,000)	81,000	100,000	271,000
Income (loss) from operations	(390,000)	(69,000)	(399,000)	(195,000)
Loss from operations of discontinued operations	(399,000)	(84,000)	(438,000)	(234,000)
Capital expenditures	0	53,000	16,000	64,000
Depreciation & Amortization	$ 46,000	$ 39,000	$ 127,000	$ 104,000

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Note 4 - Disaggregation of Revenue (Details Textual) - USD ($)	Aug. 31, 2023	Aug. 31, 2022
Agricultural Products, Floorplan Program [Member]
Contract with Customer, Receivable, after Allowance for Credit Loss, Current	$ 1,313,000	$ 850,000

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Note 4 - Disaggregation of Revenue - Disaggregated Revenue From External Customers (Details) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2023	Aug. 31, 2022
Revenue	$ 8,117,000	$ 7,476,000	$ 23,429,000	$ 19,031,000
Agricultural Products [Member]
Revenue	5,530,000	6,345,000	17,343,000	15,823,000
Modular Buildings [Member]
Revenue	2,587,000	1,131,000	6,086,000	3,208,000
Farm Equipment [Member]
Revenue	4,581,000	5,610,000	14,804,000	13,655,000
Farm Equipment [Member] | Agricultural Products [Member]
Revenue	4,581,000	5,610,000	14,804,000	13,655,000
Farm Equipment [Member] | Modular Buildings [Member]
Revenue	0	0	0	0
Farm Equipment Service Parts [Member]
Revenue	846,000	594,000	2,255,000	1,828,000
Farm Equipment Service Parts [Member] | Agricultural Products [Member]
Revenue	846,000	594,000	2,255,000	1,828,000
Farm Equipment Service Parts [Member] | Modular Buildings [Member]
Revenue	0	0	0	0
Modular Buildings [Member]
Revenue	2,547,000	1,095,000	5,950,000	3,103,000
Modular Buildings [Member] | Agricultural Products [Member]
Revenue	0	0	0	0
Modular Buildings [Member] | Modular Buildings [Member]
Revenue	2,547,000	1,095,000	5,950,000	3,103,000
Modular Buildings Lease Income [Member]
Revenue	20,000	0	85,000	0
Modular Buildings Lease Income [Member] | Agricultural Products [Member]
Revenue	0	0	0	0
Modular Buildings Lease Income [Member] | Modular Buildings [Member]
Revenue	20,000	0	85,000	0
Product and Service, Other [Member]
Revenue	123,000	177,000	335,000	445,000
Product and Service, Other [Member] | Agricultural Products [Member]
Revenue	103,000	141,000	284,000	340,000
Product and Service, Other [Member] | Modular Buildings [Member]
Revenue	$ 20,000	$ 36,000	$ 51,000	$ 105,000

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Note 5 - Contract Receivables, Contract Assets and Contract Liabilities (Details Textual) - USD ($)	9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Nov. 30, 2022	Dec. 01, 2021
Contract with Customer, Liability, Revenue Recognized	$ 1,153,000	$ 559,000
Construction Contractor, Receivable, Excluding Contract Retainage	4,456,000		$ 2,467,000	$ 2,380,000
Contract with Customer, Asset, after Allowance for Credit Loss	286,000		451,000	177,000
Contract with Customer, Liability	$ 1,064,000		$ 1,153,000	$ 558,000

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Note 5 - Contract Receivables, Contract Assets and Contract Liabilities - Contract With Customers (Details) - USD ($)	Aug. 31, 2023	Nov. 30, 2022	Dec. 01, 2021
Receivables	$ 4,456,000	$ 2,467,000	$ 2,380,000
Assets	286,000	451,000	177,000
Liabilities	$ 1,064,000	$ 1,153,000	$ 558,000

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Note 6 - Net Income (Loss) Per Share of Common Stock - Basic and Diluted Earnings Per Common Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2023	Aug. 31, 2022
Numerator for basic and diluted net income (loss) per share:
Net income (loss) from continuing operations	$ 240,873	$ 304,007	$ 920,929	$ 190,681
Net income (loss) on discontinued operations	(314,903)	(66,232)	(346,084)	(184,278)
Net income (loss)	$ (74,030)	$ 237,775	$ 574,845	$ 6,403
Denominator:
For basic net income (loss) per share - weighted average common shares outstanding (in shares)	5,009,041	4,700,422	5,000,185	4,633,621
Effect of dilutive stock options (in shares)	0	0	0	0
For diluted net income (loss) per share - weighted average common shares outstanding (in shares)	5,009,041	4,700,422	5,000,185	4,633,621
Net Income (loss) per share - Basic:
Continuing Operations, basic (in dollars per share)	$ 0.05	$ 0.06	$ 0.18	$ 0.04
Discontinued Operations, basic (in dollars per share)	(0.06)	(0.01)	(0.07)	(0.04)
Net income (loss) per share, basic (in dollars per share)	(0.01)	0.05	0.11	0.00
Net Income (loss) per share - Diluted:
Continuing Operations, diluted (in dollars per share)	0.05	0.06	0.18	0.04
Discontinued Operations, diluted (in dollars per share)	(0.06)	(0.01)	(0.07)	(0.04)
Net income (loss) per share, diluted (in dollars per share)	$ (0.01)	$ 0.05	$ 0.11	$ 0.00

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Note 7 - Inventory - Major Classes of Inventory (Details) - USD ($)	Aug. 31, 2023	Nov. 30, 2022
Raw materials	$ 8,839,416	$ 8,174,519
Work in process	267,891	371,125
Finished goods	3,129,347	2,622,142
Total Gross Inventory	12,236,654	11,167,786
Less: Reserves	(1,409,997)	(1,561,078)
Net Inventory	$ 10,826,657	$ 9,606,708

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Note 8 - Accrued Expenses - Major Components of Accrued Expenses (Details) - USD ($)	Aug. 31, 2023	Nov. 30, 2022
Salaries, wages, and commissions	$ 559,694	$ 707,399
Accrued warranty expense	264,033	192,301
Other	317,851	262,061
Total accrued expenses	$ 1,141,578	$ 1,161,761

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Note 9 - Assets Held for Lease (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2023	Aug. 31, 2022
Gain (Loss) on Sale of Leased Assets, Net, Operating Leases	$ 114,156	$ 0	$ 114,156	$ (0)
Sales [Member]
Operating Lease, Lease Income	$ 20,000	$ 0	$ 85,000	$ 0

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Note 9 - Assets Held for Lease - Summary of Assets Held for Lease (Details) - USD ($)	Aug. 31, 2023	Nov. 30, 2022
Modular Buildings	$ 177,333	$ 400,325
Modular Buildings [Member]
Modular Buildings	$ 177,333	$ 400,325

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Note 9 - Assets Held for Lease - Future Minimum Lease Receipts (Details)	Aug. 31, 2023 USD ($)
2023	$ 35,084
2024	70,360
Lessor, Operating Lease, Payment to be Received	$ 105,444

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Note 10 - Product Warranty (Details Textual)	9 Months Ended
	Aug. 31, 2023
Standard Product Warrant Term (Year)	1 year

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Note 10 - Product Warranty - Changes in Product Warranty Liability (Details) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2023	Aug. 31, 2022
Balance, beginning	$ 252,444	$ 89,549	$ 192,301	$ 202,850
Provision charged to expense	(102,485)	(69,721)	(273,677)	(277,734)
Less amounts charged-off	114,074	136,999	345,409	231,711
Balance, ending	$ 264,033	$ 156,827	$ 264,033	$ 156,827

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Note 11 - Loan and Credit Agreements (Details Textual)					9 Months Ended	12 Months Ended
	May 17, 2022 USD ($)	Jun. 24, 2020 USD ($)	Jun. 18, 2020 USD ($)	Sep. 28, 2017 USD ($)	Aug. 31, 2023 USD ($)	Nov. 30, 2022 USD ($)	Sep. 28, 2022
Long-Term Debt					$ 2,765,172	$ 2,838,191
Term Loan Due October 2037 [Member]
Long-Term Debt					$ 2,102,184	$ 2,165,554
Debt Instrument, Interest Rate, Stated Percentage					7.00%	7.00%
Debt Instrument, Periodic Payment					$ 19,648	$ 19,648
EIDL Assistance Program, Loan One [Member]
Proceeds from Issuance of Debt			$ 150,000
EIDL Assistance Program, Loan Three [Member]
Proceeds from Issuance of Debt		$ 150,000
Economic Injury Distaster Loan Assistance Program [Member]
Debt Instrument, Interest Rate, Stated Percentage		3.75%
Debt Instrument, Term (Year)		30 years
EIDL Assistance Program, Loan Two [Member]
Debt Instrument, Periodic Payment		$ 731
Proceeds from Issuance of Debt			$ 150,000
EIDL Assistance Program [Member]
Long-Term Debt					$ 161,726
Bank Midwest [Member]
Line of Credit, Borrowing Base, Accounts Receivable					75.00%
Debt Instrument, Covenant, Minimum Working Capital				$ 4,000,000
Debt Instrument, Covenant, Maximum Debt to Worth Ratio				1
Debt Instrument, Covenant, Minimum Tangible Balance Sheet Equity, Percentage				40.00%
Debt Instrument, Covenant, Minimum Debt Service Coverage Ratio				1.25
Debt Instrument, Covenant, Minimum Debt Service Coverage Ratio, Tolerance				0.10
Bank Midwest [Member] | Minimum [Member]
Debt Instrument, Covenant, Annual Purchases or Sales Price of Equipment Before Requiring Bank Approval				$ 100,000
Bank Midwest [Member] | Reserve Line of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity					$ 5,000,000
Bank Midwest [Member] | Term Loan Due October 2037 [Member]
Long-Term Debt					$ 2,600,000
Debt Instrument, Interest Rate, Stated Percentage					7.00%		5.00%
Bank Midwest [Member] | Term Loan Due October 2037 [Member] | United States Department of Agriculture [Member]
Upfront Guarantee Fee					$ 62,400
Guarantee Fee, Annual Fee, Percentage					0.50%
Guarantee Requirement, Personally Guarantee, Shareholders Ownership Percentage					20.00%
Bank Midwest [Member] | Term Loan Due October 2037 [Member] | J. Ward McConnell Jr. [Member]
Personally Guaranteed, Percentage of Loan					38.00%
Personally Guaranteed, Fee, Percentage of Guaranteed Amount					2.00%
Bank Midwest [Member] | Term Loan Due October 2037 [Member] | Wall Street Journal Rate [Member]
Debt Instrument, Basis Spread on Variable Rate					0.75%
Bank Midwest [Member] | Roof Term Loan [Member]
Long-Term Debt	$ 350,000				$ 350,000
Debt Instrument, Interest Rate, Stated Percentage	7.00%
Debt Instrument, Periodic Payment	$ 2,972
Debt Instrument, Number of Periodic Payment	59
Debt Instrument, Estimated Balloon Payments	$ 269,517
Bank Midwest [Member] | Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity					5,000,000
Long-Term Line of Credit					4,534,559
Line of Credit Facility, Remaining Borrowing Capacity					$ 465,441
Line of Credit, Borrowing Base, Inventory					50.00%
Debt Instrument, Basis Spread on Variable Rate					1.25%
Line of Credit Facility, Wall Street Journal Rate Floor					4.25%
Line of Credit Facility, Interest Rate During Period					9.75%
Bank Midwest [Member] | Revolving Credit Facility [Member] | Reserve Line of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity					$ 500,000
Debt Instrument, Basis Spread on Variable Rate					1.25%
Line of Credit Facility, Wall Street Journal Rate Floor					4.25%
Line of Credit Facility, Interest Rate During Period					9.75%
Bank Midwest [Member] | Term Loan Due October 2037 [Member]
Debt Instrument, Periodic Payment					$ 19,648
Bank Midwest [Member] | Term Loan Due October 2037 [Member] | Minimum [Member]
Debt Instrument, Interest Rate, Effective Percentage					4.15%
Bank Midwest Loan 2 [Member] | Roof Term Loan [Member]
Long-Term Debt					$ 339,711

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Note 11 - Loan and Credit Agreements - Summary of Term Debt (Details) - USD ($)	Aug. 31, 2023	Nov. 30, 2022
Long-Term Debt	$ 2,765,172	$ 2,838,191
Total term debt	2,926,898	3,001,919
Less term debt of discontinued operations	161,726	163,728
Less current portion of term debt	106,603	94,808
Term debt, excluding current portion	2,658,569	2,743,383
Term Loan Due October 2037 [Member]
Long-Term Debt	2,102,184	2,165,554
Bank Midwest Loan 2 [Member]
Long-Term Debt	339,711	344,932
SBA Loan One [Member]
Long-Term Debt	161,711	163,793
SBA Loan Two [Member]
Long-Term Debt	161,726	163,728
SBA Loan Three [Member]
Long-Term Debt	$ 161,566	$ 163,912

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Note 11 - Loan and Credit Agreements - Summary of Term Debt (Details) (Parentheticals) - USD ($)	9 Months Ended	12 Months Ended
	Aug. 31, 2023	Nov. 30, 2022
Term Loan Due October 2037 [Member]
Debt Instrument, Periodic Payment	$ 19,648	$ 19,648
Debt Instrument, Interest Rate, Stated Percentage	7.00%	7.00%
Debt instrument, maturity date	Oct. 01, 2037	Oct. 01, 2037
Debt instrument, periodic payment	$ 19,648	$ 19,648
Debt instrument, interest rate, stated percentage	7.00%	7.00%
Bank Midwest Loan 2 [Member]
Debt Instrument, Periodic Payment	$ 2,972	$ 2,972
Debt Instrument, Interest Rate, Stated Percentage	7.00%	7.00%
Debt instrument, maturity date	May 15, 2027	May 15, 2027
Debt instrument, periodic payment	$ 2,972	$ 2,972
Debt instrument, interest rate, stated percentage	7.00%	7.00%
SBA Loan One [Member]
Debt Instrument, Periodic Payment	$ 731	$ 731
Debt Instrument, Interest Rate, Stated Percentage	3.75%	3.75%
Debt instrument, periodic payment	$ 731	$ 731
Debt instrument, interest rate, stated percentage	3.75%	3.75%
Debt instrument, maturity date range, start	Dec. 18, 2022	Dec. 18, 2022
Debt instrument, maturity date range, end	Jun. 18, 2050	Jun. 18, 2050
SBA Loan Two [Member]
Debt Instrument, Periodic Payment	$ 731	$ 731
Debt Instrument, Interest Rate, Stated Percentage	3.75%	3.75%
Debt instrument, periodic payment	$ 731	$ 731
Debt instrument, interest rate, stated percentage	3.75%	3.75%
Debt instrument, maturity date range, start	Dec. 18, 2022	Dec. 18, 2022
Debt instrument, maturity date range, end	Jun. 18, 2050	Jun. 18, 2050
SBA Loan Three [Member]
Debt Instrument, Periodic Payment	$ 731	$ 731
Debt Instrument, Interest Rate, Stated Percentage	3.75%	3.75%
Debt instrument, periodic payment	$ 731	$ 731
Debt instrument, interest rate, stated percentage	3.75%	3.75%
Debt instrument, maturity date range, start	Dec. 24, 2022	Dec. 24, 2022
Debt instrument, maturity date range, end	Jun. 24, 2050	Jun. 24, 2050

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Note 11 - Loan and Credit Agreements - Summary of Minimum Maturities of Term Debt (Details) - USD ($)	Aug. 31, 2023	Nov. 30, 2022
2023	$ 25,739
2024	108,251
2025	116,515
2026	124,856
2027	416,553
2028 and thereafter	1,973,258
Long-Term Debt	$ 2,765,172	$ 2,838,191

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Note 12 - Income Taxes (Details Textual)	Nov. 30, 2023
Forecast [Member]
Net Operating Losses and Tax Credit, Offset Tax Liability, Percentage	100.00%

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Note 13 - Related Party Transactions (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2023	Aug. 31, 2022	Nov. 30, 2022
Revenue from Contract with Customer, Including Assessed Tax	$ 8,117,000	$ 7,476,000	$ 23,429,000	$ 19,031,000
Accrued Liabilities, Current	1,141,578		1,141,578		$ 1,161,761
Related Party [Member]
Revenue from Contract with Customer, Including Assessed Tax	0	0	0	0
Accounts Receivable, after Allowance for Credit Loss	0	0	0	0
Costs and Expenses	4,068	4,209	12,131	19,762
Accrued Liabilities, Current	$ 1,357	$ 1,408	$ 1,357	$ 1,408

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Note 14 - Leases - Components of Operating Leases (Details) - USD ($)	Aug. 31, 2023	Nov. 30, 2022
Operating lease right-of-use assets (in other assets)	$ 24,526	$ 31,527
Current portion of operating lease liabilities (in accrued expenses)	8,550	9,101
Long-term portion of operating lease liabilities	15,976	22,426
Total operating lease liabilities	$ 24,526	$ 31,527

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Note 14 - Leases - Components of Finance Leases (Details) - USD ($)	Aug. 31, 2023	Nov. 30, 2022
Finance lease right-of-use assets (net of amortization in other assets)	$ 427,797	$ 387,922
Current portion of finance lease liabilities	213,264	142,893
Long-term portion of finance lease liabilities	691,929	475,411
Total finance lease liabilities	$ 905,193	$ 618,304

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Note 15 - Equity Incentive Plan and Stock Based Compensation (Details Textual)	Feb. 25, 2020 shares
Non-qualified Stock Units to Non-employee Directors Annually or Upon Election [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares)	1,000
Non-qualified Stock Units to Non-employee Directors, Quarterly [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares)	1,000
The 2020 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares)	500,000
The 2011 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares)	0

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Note 15 - Equity Incentive Plan and Stock Based Compensation - Summary of Shares Issued (Details) - shares	3 Months Ended		9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2023	Aug. 31, 2022
Shares issued (in shares)	5,000	5,000	88,251	106,167
Unvested shares forfeit upon termination (in shares)			(13,999)	(8,333)
Director [Member] | Vesting Immediately [Member]
Shares issued (in shares)	5,000	5,000	20,000	20,000
Employees, Directors, and Consultants [Member] | Awards with Three-year Vesting [Member]
Shares issued (in shares)	0	0	82,250	94,500

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Note 16 - Common Stock Purchase Agreement (Details Textual) - USD ($)							9 Months Ended
	Sep. 23, 2022	Aug. 23, 2022	Aug. 15, 2022	Aug. 03, 2022	Jul. 25, 2022	Mar. 29, 2022	Aug. 31, 2023	Aug. 31, 2022	Nov. 30, 2022
Common Stock, Par or Stated Value Per Share (in dollars per share)						$ 0.01	$ 0.01		$ 0.01
Stock Issued During Period, Value, New Issues								$ 388,983
Alumni Capital [Member]
Common Stock Purchase Agreement, Maximum Gross Proceeds from Issuance or Sale of Equity						$ 3,000,000
Stock Issued During Period, Shares, New Issues (in shares)	65,000	65,000	50,000	50,000	50,000	20,000	280,000	20,000
Common Stock Purchase Agreement, Shares to be Issued (in shares)						20,000
Equity Issuance Cost, Total								$ 134,000
Stock Issued During Period, Value, New Issues								$ 117,000

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Note 16 - Common Stock Purchase Agreement - Summary of Shares Purchased by Alumni Capital (Details) - USD ($)							9 Months Ended
	Sep. 23, 2022	Aug. 23, 2022	Aug. 15, 2022	Aug. 03, 2022	Jul. 25, 2022	Mar. 29, 2022	Aug. 31, 2023	Aug. 31, 2022
Proceeds							$ 0	$ 431,408
Alumni Capital [Member]
Shares (in shares)	65,000	65,000	50,000	50,000	50,000	20,000	280,000	20,000
Share price net of discount (in dollars per share)	$ 1.76	$ 1.99	$ 2.00	$ 1.98	$ 2.07
Proceeds	$ 114,120	$ 129,253	$ 99,910	$ 98,940	$ 103,305		$ 545,528

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Note 18 - Segment Information (Details Textual)	9 Months Ended
	Aug. 31, 2023
Number of Reportable Segments	2

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Note 18 - Segment Information - Segment Reporting Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2023	Aug. 31, 2022	Nov. 30, 2022
Revenue from external customers	$ 8,117,422	$ 7,476,215	$ 23,428,681	$ 19,030,526
Gross profit	2,300,624	1,959,657	6,671,095	5,154,288
Income (loss) from operations	468,223	500,268	1,444,671	509,901
Total Assets	25,564,822		25,564,822		$ 23,948,314
Capital expenditures			569,445	1,123,422
Depreciation & Amortization			599,181	443,008
Operating Segments [Member]
Revenue from external customers	8,117,000	7,476,000	23,429,000	19,031,000
Gross profit	2,301,000	1,960,000	6,671,000	5,154,000
Income (loss) from operations	468,000	500,000	1,445,000	510,000
Income (loss) before tax	305,000	385,000	1,166,000	242,000
Total Assets	23,988,000	21,936,000	23,988,000	21,936,000
Capital expenditures	1,000	624,000	569,000	1,123,000
Depreciation & Amortization	191,000	157,000	599,000	443,000
Operating Segments [Member] | Agricultural Products [Member]
Revenue from external customers	5,530,000	6,345,000	17,343,000	15,823,000
Gross profit	1,437,000	1,887,000	5,100,000	4,848,000
Income (loss) from operations	(108,000)	676,000	710,000	994,000
Income (loss) before tax	(264,000)	566,000	340,000	746,000
Total Assets	20,515,000	18,328,000	20,515,000	18,328,000
Capital expenditures	0	506,000	447,000	981,000
Depreciation & Amortization	126,000	124,000	376,000	342,000
Operating Segments [Member] | Modular Buildings [Member]
Revenue from external customers	2,587,000	1,131,000	6,086,000	3,208,000
Gross profit	864,000	73,000	1,571,000	306,000
Income (loss) from operations	576,000	(176,000)	735,000	(484,000)
Income (loss) before tax	569,000	(181,000)	826,000	(504,000)
Total Assets	3,473,000	3,608,000	3,473,000	3,608,000
Capital expenditures	1,000	118,000	122,000	142,000
Depreciation & Amortization	$ 65,000	$ 33,000	$ 223,000	$ 101,000

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Note 19 - Subsequent Events (Details Textual) $ in Millions	Sep. 19, 2023 USD ($)
Subsequent Event [Member] | Employer Retention Credit Refund [Member]
Deferred Income Taxes and Other Tax Receivable, Current	$ 1.2