ARTS WAY MANUFACTURING CO INC - Quarter Report: 2020 May (Form 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 May 31, 2020

 

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) 864-3131

(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 $.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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-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 July 1, 2020: 4,426,691

 

 

 

Art’s-Way Manufacturing Co., Inc.

Index

		Page No.
PART I  –	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets May 31, 2020 and November 30, 2019	1
	Condensed Consolidated Statements of Operations Three-month and six-month periods ended May 31, 2020 and May 31, 2019	2
	Condensed Consolidated Statements of Stockholders’ Equity Three-month and six-month periods ended May 31, 2020 and May 31, 2019	3
	Condensed Consolidated Statements of Cash Flows Six-month periods ended May 31, 2020 and May 31, 2019	4
	Notes to Condensed Consolidated Financial Statement	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II –	OTHER INFORMATION	27
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
	SIGNATURES	29

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

		(Unaudited) May 31, 2020				November 30, 2019
Assets
Current assets:
Cash		$	2,948			$	3,145
Accounts receivable-customers, net of allowance for doubtful accounts of $33,428 and $22,925 in 2020 and 2019, respectively			2,153,391				1,679,975
Inventories, net			9,532,711				8,778,507
Cost and profit in excess of billings			161,715				726,667
Net investment in sales-type leases, current			77,607				148,005
Other current assets			213,272				70,931
Total current assets			12,141,644				11,407,230
Property, plant, and equipment, net			5,396,829				5,362,907
Assets held for lease, net			622,065				713,782
Deferred income taxes			2,118,465				1,786,048
Net investment in sales-type leases, long-term			-				5,782
Other assets			100,608				71,189
Total assets		$	20,379,611			$	19,346,938
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	1,197,192			$	1,205,313
Customer deposits			225,312				105,363
Billings in excess of cost and profit			268,361				88,931
Income taxes payable			6,400				6,400
Accrued expenses			1,211,753				1,132,826
Line of credit			3,130,530				2,578,530
Current portion of long-term debt			87,909				85,401
Total current liabilities			6,127,457				5,202,764
Long-term liabilities
Long-term portion of operating lease liabilities			22,775				-
Long-term debt, excluding current portion			3,548,494				2,350,592
Total liabilities			9,698,726				7,553,356
Commitments and Contingencies
Stockholders’ equity:
Undesignated preferred stock - $0.01 par value. Authorized 500,000 shares in 2020 and 2019; issued 0 shares in 2020 and 2019.			-				-
Common stock – $0.01 par value. Authorized 9,500,000 shares in 2020 and 2019; issued 4,464,837 in 2020 and 4,321,087 in 2019			44,648				43,211
Additional paid-in capital			3,401,402				3,250,087
Retained earnings			7,308,429				8,547,342
Treasury stock, at cost (33,313 in 2020 and 18,842 in 2019 shares)			(73,594	)			(47,058	)
Total stockholders’ equity			10,680,885				11,793,582
Total liabilities and stockholders’ equity		$	20,379,611			$	19,346,938

 

		Three Months Ended								Six Months Ended
		May 31, 2020				May 31, 2019				May 31, 2020				May 31, 2019
Sales		$	5,445,732			$	5,747,256			$	10,471,656			$	9,871,482
Cost of goods sold			4,451,016				4,788,261				8,499,779				8,307,644
Gross profit			994,716				958,995				1,971,877				1,563,838
Expenses:
Engineering			122,593				116,773				232,445				263,986
Selling			401,224				397,270				856,908				740,617
General and administrative			1,395,515				814,465				2,276,837				1,651,371
Total expenses			1,919,332				1,328,508				3,366,190				2,655,974
Income (Loss) from operations			(924,616	)			(369,513	)			(1,394,313	)			(1,092,136	)
Other income (expense):
Interest expense			(77,246	)			(100,402	)			(160,520	)			(185,441	)
Other			4,698				11,092				13,897				37,915
Total other income (expense)			(72,548	)			(89,310	)			(146,623	)			(147,526	)
Income (Loss) before income taxes			(997,164	)			(458,823	)			(1,540,936	)			(1,239,662	)
Income tax expense (benefit)			(195,444	)			(102,781	)			(302,023	)			(277,688	)
Net Income (Loss)			(801,720	)			(356,042	)			(1,238,913	)			(961,974	)
Net Income (Loss) per share
Basic Net Income (Loss) per share		$	(0.18	)		$	(0.08	)		$	(0.28	)		$	(0.23	)
Diluted Net Income (Loss) per share		$	(0.18	)		$	(0.08	)		$	(0.28	)		$	(0.23	)
Weighted average outstanding shares used to compute basic net income per share			4,401,754				4,299,289				4,358,982				4,272,532
Weighted average outstanding shares used to compute diluted net income per share			4,401,754				4,299,289				4,358,982				4,272,532

 

		Common Stock								Additional								Treasury Stock
		Number of shares				Par value				paid-in capital				Retained earnings				Number of shares				Amount				Total
Balance, November 30, 2018			4,225,050			$	42,250			$	3,055,632			$	9,966,928				9,286			$	(27,735	)		$	13,037,075
Stock based compensation			84,537				846				118,598				-				5,493				(10,820	)			108,624
Net (loss)			-				-				-				(961,974	)			-				-				(961,974	)
Balance, May 31, 2019			4,309,587				43,096				3,174,230				9,004,954				14,779				(38,555	)			12,183,725

		Common Stock								Additional								Treasury Stock
		Number of shares				Par value				paid-in capital				Retained earnings				Number of shares				Amount				Total
Balance, November 30, 2019			4,321,087			$	43,211			$	3,250,087			$	8,547,342				18,842			$	(47,058	)		$	11,793,582
Stock based compensation			143,750				1,437				151,315				-				14,471				(26,536	)			126,216
Net (loss)			-				-				-				(1,238,913	)			-				-				(1,238,913	)
Balance, May 31, 2020			4,464,837				44,648				3,401,402				7,308,429				33,313				(73,594	)			10,680,885

 

		Six Months Ended
		May 31, 2020				May 31, 2019
Cash flows from operations:
Net (loss) from continuing operations		$	(1,238,913	)		$	(961,974	)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Stock based compensation			152,752				119,444
(Gain) Loss on disposal of property, plant, and equipment			8,306				(10,303	)
Depreciation and amortization expense			459,436				549,333
Bad debt expense			10,478				3,673
Deferred income taxes			(332,417	)			(279,536	)
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable			(483,894	)			(1,134,324	)
Inventories			(754,204	)			151,839
Net investment in sales-type leases			76,180				53,436
Other assets			(142,341	)			(141,018	)
Increase (decrease) in:
Accounts payable			(8,121	)			133,974
Contracts in progress, net			744,382				732,952
Customer deposits			119,949				366,654
Income taxes payable			-				(2,545	)
Accrued expenses			69,630				(97,669	)
Net cash (used in) operating activities			(1,318,777	)			(516,064	)
Cash flows from investing activities:
Purchases of property, plant, and equipment			(412,294	)			(186,215	)
Net proceeds from sale of assets			5,000				893,713
Net cash provided by (used in) investing activities			(407,294	)			707,498
Cash flows from financing activities:
Net change in line of credit			552,000				94,000
Proceeds from term debt			1,242,900				-
Repayment of term debt			(42,490	)			(273,725	)
Repurchases of common stock			(26,536	)			(10,820	)
Net cash provided by (used in) financing activities			1,725,874				(190,545	)
Net increase (decrease) in cash			(197	)			889
Cash at beginning of period			3,145				3,512
Cash at end of period		$	2,948			$	4,401
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest		$	138,280			$	170,992
Income taxes		$	30,394			$	3,855

 

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 three 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, and the Tools segment manufactures steel cutting tools and inserts.

 

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, 2019. The results of operations for the three and six months ended May 31, 2020 are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2020.

 

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 six months ended May 31, 2020. Actual results could differ from those estimates.

 

Revenue Recognition

 

In accordance with ASC 606, revenue is measured based on consideration specified in a contract with a customer and recognized when the Company satisfies the performance obligation specified in each contract. The major sources of revenue for the Agricultural Products and Tools segments are farm equipment, service parts related to farm equipment and steel cutting tools and inserts. The Agricultural Products and Tools segments generally execute short-term contracts that contain a single performance obligation – the delivery of product to the common carrier. The Company recognizes revenue for the production and sale of farm equipment, service parts and cutting tools upon shipment of the goods. Shipment of the goods is the point in time when risk of ownership and title pass to the buyer. All sales are made to authorized dealers whose application for dealer status has been approved and who have been informed of general sales policies. Any changes in the Company’s terms are documented in the most recently published price lists. Pricing is fixed and determinable according to the Company’s published equipment and parts price lists. Title to all equipment and parts sold passes to the buyer upon delivery to the carrier and is not subject to a customer acceptance provision. Proof of the passing of title is documented by the signing of the delivery receipt by a representative of the carrier. Post shipment obligations are limited to any claim with respect to the condition of the equipment or parts. The Agricultural Products and Tools segments each typically require payment in full 30 days after the ship date. To take advantage of program discounts, some customers pay deposits up front. Any deposits received are considered unearned revenue and increase contract liabilities.

 

 

In certain circumstances, upon the customer’s written request, the Company may recognize revenue when production is complete, and the goods are ready for shipment. At the buyer’s request, the Company will bill the buyer upon completing all performance obligations, but before shipment. The buyer dictates that the Company ship the goods per its direction from the Company’s manufacturing facility, as is customary with this type of agreement, in order to minimize shipping costs. The written agreement with the customer specifies that the goods will be delivered on a schedule to be determined by the customer, with a final specified delivery date, and that the Company will segregate the goods from its inventory, such that they are not available to fill other orders. This agreement also specifies that the buyer is required to purchase all goods manufactured under this agreement. Title of the goods will pass to the buyer when the goods are complete and ready for shipment, per the customer agreement. At the transfer of title, all risks of ownership have passed to the buyer, and the buyer agrees to maintain insurance on the manufactured items that have not yet been shipped. The Company has operated using bill and hold agreements with certain customers for many years, with consistent satisfactory results for both buyer and seller. The credit terms on this agreement are consistent with the credit terms on all other sales. All risks of loss are shouldered by the buyer, and there are no exceptions to the buyer’s commitment to accept and pay for these manufactured goods.

 

The Modular Buildings segment is in the construction industry with its major source of revenue arising from modular building sales. Sales of modular buildings are generally recognized using input methods to measure progress towards the satisfaction of a performance obligation using the percentage of completion method. Revenue and gross profit are recognized as work is performed based on the relationship between actual costs incurred and total estimated costs at completion. Contract costs consist of direct costs on contracts, including labor, materials, amounts payable to subcontractors and those indirect costs related to contract performance, such as equipment costs, insurance and employee benefits. Contract cost is recorded as incurred, and revisions in contract revenues and cost estimates are reflected in the accounting period when known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Contract losses are recognized when current estimates of total contract revenue and contract cost indicate a loss. Estimated contract costs include any and all costs appropriately allocable to the contract. The provision for these contract losses will be the excess of estimated contract costs over estimated contract revenues. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract change orders, penalty provisions and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. The Company uses significant judgements in determining estimated contract costs and completion percentages throughout the life of the project. Stock modular building sales also occur and are recognized at a point in time when the performance obligation is fulfilled through substantial completion. Substantial completion is achieved through customer acceptance of the completed building. The Modular Buildings segment executes contracts with customers that can be short- or long-term in nature. These contracts can have multiple performance obligations and revenue from these can be recognized over time or at a point in time depending on the nature of the contracts. Payment terms for the Modular Buildings segment vary by contract, but typically utilize money down and progress payments throughout the life of the contract. The payment terms of the Modular Buildings segment have the most impact on the Company’s contract receivables, contract assets and contract liabilities. Project invoicing from the Modular Buildings segment increases contract receivables and has an effect on contract liabilities through billings in excess of costs and estimated gross profit and advanced payments. The balance of contract assets is typically made up of the balance of costs in and estimated gross profit in excess of billings. Costs and profit in excess of amounts billed are classified as current assets and billings in excess of cost and profit are classified as current liabilities.

 

 

The Company leases modular buildings to certain customers and accounts for these transactions as operating or sales-type leases. These leases have terms of up to 36 months and are collateralized by a security interest in the related modular building. On sales-type leases, the lessee has a bargain purchase option available at the end of the lease term. A minimum lease receivable is recorded net of unearned interest income and profit on sale at the time the building is substantially complete. Profit related to the sale of the building is recorded upon fulfillment of the Company’s obligation to the lessee. On operating leases, the Company recognizes rent when the lessee has all the rights and benefits of ownership of the asset.

 

The Agricultural Products segment offers variable consideration in the form of discounts depending on participation in yearly early order programs. This variable consideration is allocated to the transaction price of all products in a sales arrangement and is not contingent on future outcomes. The Agricultural Products segment does not offer rebates or credits. The Tools segment offers quantity discounts that are allocated to the transaction price of each product once the quantity break is achieved. The Tools segment does not offer rebates or credits. The Modular Buildings segment does not offer discounts, rebates or credits.

 

The Company’s returns policy allows for new and saleable parts to be returned, subject to inspection and a restocking charge, which is included in net sales. Whole goods are not returnable. Shipping costs charged to customers are included in net sales. Freight costs incurred are included in cost of goods sold. Customer deposits consist of advance payments from customers, in the form of cash, for revenue to be recognized in the following year.

 

For information on product warranty as it applies to ASC 606, refer to Note 9 “Product Warranty.”

 

Recently Issued Accounting Pronouncements

 

Recently Adopted Accounting Guidance

 

 

Leases

 

In February 2016, the Financial Accounting Standards Board issued ASU 2016-02, “Leases (Topic 842),” which requires a lessee to recognize a right-of-use asset and a lease liability on its balance sheet for all leases with terms of 12 months or greater. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. The Company adopted this guidance for fiscal 2020 using the modified retrospective approach, including interim periods within that reporting period. Under the modified retrospective approach, the Company did not adjust prior comparative periods. The Company has a moderate amount of leasing activity mainly as the lessee of office equipment and as the lessor of modular rental buildings. As a result of adoption, the Company recognized $34,316 as a right-of-use asset and $34,316 of lease liabilities on the balance sheet for office equipment it leases. The Company’s activity as a lessor will remain mostly unaffected by this guidance. The Company’s additional disclosures may include, but are not limited to:

 

●

Nature of its leases

●

Significant assumptions and judgements used

●

Information about leases that have not yet commenced

●

Related-party lease transactions

●

Accounting policy election regarding short-term leases

●

Finance, operating, short-term and variable lease costs

●

Maturity analysis of operating lease payments, lease receivables and lease obligations

●

Tabular disclosure of lease-related income

●

Components of the net investment in a lease

●

Information on the management of risk associated with residual asset

 

3)

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.

 

 

 

 

 

 

 

4)

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.

 

 

The amount of revenue recognized in the first six months of fiscal 2020 that was included in a contract liability at November 30, 2019 was approximately $89,000 compared to $185,000 in the same period of fiscal 2019. The significant change in contract receivables reflected above is due to progress billings from open contracts in the Modular Buildings segment. Contract assets are down significantly from November 30, 2019 as billings caught up to costs in the Modular Buildings segment during the second quarter. There are also a few contracts in the Modular Buildings segment that are currently overbilled, which created an increase in contract liabilities at May 31, 2020.

 

The Company utilizes the practical expedient exception for reporting performance obligations and will report only on performance obligations greater than one year. As of May 31, 2020, the Company had no performance obligations with an original expected duration greater than one year.

 

5)

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 of common stock has been computed on the basis of the weighted average number of common shares outstanding plus equivalent shares assuming the 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 May 31, 2020 and May 31, 2019:

 

 

 

 

 

 

6)

Inventory

 

Major classes of inventory are:

 

 

 

7)

Accrued Expenses

 

Major components of accrued expenses are:

 

 

 

8)

Assets Held for Lease

 

Major components of assets held for lease are:

 

 

Rents recognized from assets held for lease included in sales on the Consolidated Statements of Operations during the three and six months ended May 31, 2020 were $162,719 and $318,227, respectively, compared to $168,465 and $347,509 for the three and six months ended May 31, 2019, respectively. Rents recognized in sales were related to the leasing of modular buildings as a part of the normal course of business operations of the Modular Buildings segment.

 

The Company has no future minimum lease receipts under contract from assets held for lease as of May 31, 2020.

 

 

 

9)

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 six months ended May 31, 2020 and May 31, 2019 are as follows:

 

 

 

 

10)

Loan and Credit Agreements

 

The Company maintains two revolving lines of credit and two term loans with Bank Midwest. The Company also previously maintained a term loan with The First National Bank of West Union.

 

Bank Midwest Revolving Lines of Credit and Term Loans

 

The Company maintains a credit facility with Bank Midwest consisting of a $5,000,000 revolving line of credit (the “2017 Line of Credit”), and a $2,600,000 term loan due October 1, 2037 (the “Term Loan”). On May 31, 2020, the balance of the 2017 Line of Credit was $3,130,530 with $1,869,470 remaining available, as may be limited by the borrowing base calculation. The 2017 Line of Credit borrowing base is an amount equal to 75% of accounts receivable balances (discounted for aged receivables), plus 50% of inventory, less any outstanding loan balance on the 2017 Line of Credit. At May 31, 2020, the 2017 Line of Credit was not limited by the borrowing base calculation. Any unpaid principal amount borrowed on the 2017 Line of Credit accrues interest at a floating rate per annum equal to 1.00% 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 4.25% per annum. The 2017 Line of Credit was most recently renewed on March 30, 2020. The 2017 Line of Credit matures on March 30, 2021 and requires monthly interest-only payments.

 

 

The Term Loan accrues interest at a rate of 5.00% for the first sixty months. Thereafter, the Term Loan will accrue interest at a floating rate per annum equal to 0.75% above the Wall Street Journal rate published the money rates section of the Wall Street Journal. 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 $17,271 for 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, shareholders owning more than 20% are required to personally guarantee a portion of the Term Loan, in an amount equal to their stock ownership percentage. J. Ward McConnell Jr., the Vice Chairman of the Board of Directors and a shareholder 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.

 

On February 13, 2019, the Company opened a $4,000,000 revolving line of credit (the “2019 Line of Credit”) with Bank Midwest in connection with bonding obligations for the Company’s performance of a large modular laboratory construction project. Funds under the 2019 Line of Credit will be undisbursed to the Company and will be held by Bank Midwest in connection with an Irrevocable Letter of Credit issued by Bank Midwest for the project. The 2019 Line of Credit accrues interest at a floating rate per annum equal to 1.00% 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 4.25% per annum. The 2019 Line of Credit was recently renewed on February 13, 2020. The 2019 Line of Credit is payable upon demand by Bank Midwest. If no earlier demand is made, the unpaid principal and accrued interest will be payable in one payment, due on February 13, 2021. As of May 31, 2020, the funds on the 2019 Line of Credit remain undisbursed and are held by Bank Midwest.

 

On April 20, 2020, the Company obtained a loan in the amount of $1,242,900 from Bank Midwest in connection with the U.S. Small Business Administration’s Paycheck Protection Program (the “PPP Loan”). A portion of the PPP Loan may be forgiven based on the Company’s use of the proceeds of the PPP Loan for its payroll costs and other expenses in accordance with the requirements of the Paycheck Protection Program. If the PPP Loan is not fully forgiven, the Company will remain liable for the full and punctual payment of the outstanding principal balance plus accrued and unpaid interest. The Company expects all or a significant portion of the PPP loan to be forgiven. The PPP Loan accrues interest at a rate per annum equal to 1.00%, the outstanding principal balance plus accrued and unpaid interest is due on April 20, 2022. The PPP Loan is unsecured. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties.

 

On June 18, 2020, and again on June 24, 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 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 with proceeds 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, are due monthly beginning June 18, 2021 (twelve months from the date of the EIDL Loans) and June 24, 2021 in the amount of $731 (per loan). The balance of principal and interest is payable 30 years from the date of the EIDL. The EIDL’s are secured by a security interest on all of the Company’s assets.

 

 

Each of the 2017 Line of Credit and the Term Loan are governed by the terms of a separate Promissory Note, dated September 28, 2017, entered into between the Company and Bank Midwest. The 2019 Line of Credit is governed by the terms of a Promissory Note, dated February 13, 2019, entered into between the Company and Bank Midwest. The PPP Loan is governed by the terms of a Promissory Note, dated April 20, 2020, entered into between the Company and Bank Midwest.

 

In connection with the 2017 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 2017 Line of Credit, as set forth in Commercial Guaranties, each dated September 28, 2017. The 2019 Line of Credit is also secured by these existing security documents.

 

To further secure the 2017 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 2019 Line of Credit is also secured by the mortgage on the Canton, Ohio property. 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 at November 30. The terms of the Bank Midwest loan agreements require the Company to maintain a minimum working capital ratio of 1.75, while maintaining a minimum of $5,100,000 of 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 in compliance with all covenants as of November 30, 2019 other than the debt service coverage ratio. Bank Midwest issued a waiver forgiving the noncompliance, and no event of default has occurred. The next measurement date is November 30, 2020.

 

SBA Economic Injury Disaster Loans

 

On June 18, 2020, and again on June 24, 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, are due monthly beginning June 18, 2021 (twelve months from the date of the EIDLs) and June 24, 2021 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. 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 between the Company or the applicable subsidiary.

 

 

First National Bank of West Union Term Loan

 

On May 1, 2010, the Company obtained a $1,300,000 loan to finance the purchase of an additional facility located in West Union, Iowa to be used as a distribution center, warehouse facility, and manufacturing plant for certain products under the Art’s-Way brand. The loan was secured by a mortgage on the Company’s West Union Facility, pursuant to a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement dated May 1, 2010 between the Company and The First National Bank of West Union.

 

On December 14, 2018, the Company repaid this loan in full in connection with the sale of the West Union, Iowa facility.

 

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

 

 

 

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

 

 

 

11)

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.

 

 

 

12)

Related Party Transactions

 

During the three and six months ended May 31, 2020 and May 31, 2019, 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 owned by J. Ward McConnell, Jr., the Vice Chairman of the Company’s Board of Directors. Marc McConnell, the Chairman of the Company’s Board of Directors, also serves as President of these companies. J. Ward McConnell, Jr., as a shareholder owning more than 20% of the Company’s outstanding stock, was required to guarantee a portion of the Company’s Term Loan in accordance with the USDA guarantee on the Company’s Term Loan. J. Ward McConnell, Jr. is paid a monthly fee for his guarantee. During the three and six months ended May 31, 2020, the Company recognized expense of $5,314 and $9,902, respectively, for transactions with related parties, compared to $6,501 and $14,649 for the same periods of fiscal 2019, respectively. On May 31, 2020, accrued expenses contained a balance of $1,540 owed to a related party compared to $1,594 on May 31, 2019.

 

13)

Sales-Type Leases

 

The Company accounts for leases of modular buildings to certain customers as sales-type leases. These leases have terms of up to 36 months and are collateralized by a security interest in the related modular building. The lessee has a bargain purchase option available at the end of the lease term. A minimum lease receivable is recorded net of unearned interest income and profit on sale at the time the Company’s obligation to the lessee is complete. Profit related to the sale of the building is recorded upon fulfillment of the Company’s obligation to the lessee.

 

Modular buildings held for lease by the Modular Buildings segment are recorded at cost. Amortization of each modular building is calculated over the useful life of the building. Estimated useful life is three to five years. Lease revenue is accounted for on a straight-line basis over the term of the related lease agreement. Lease income for modular buildings is included in sales on the consolidated statements of operations.

 

The components related to sales-type leases at May 31, 2020 and November 30, 2019 are as follows:

 

 

 

There was no sales activity related to sales-type leases for the three and six months ended May 31, 2020 and May 31,2019.

 

Future minimum lease receipts from sales-type leases are as follows:

 

 

 

 

14)

Operating Leases

 

The Company determines if an arrangement is a lease at inception of a contract. The nature of the Company’s operating leases at this time is office equipment, mainly copiers, with terms of 12 to 60 months. Operating leases are included in other assets as operating lease right-of-use (“ROU”) assets on the Condensed Consolidated Balance Sheets while current lease liabilities are included as accrued expenses. The long-term portions of operating lease liabilities are shown as long-term liabilities on the Condensed Consolidated Balance Sheets.

 

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

The Company has copier lease agreements with lease and non-lease components and has elected the practical expedient not to separate lease and non-lease components for this asset class. The Company has also elected not to recognize lease liabilities and ROU assets for short-term leases. The Company recognizes variable costs that depend on usage in profit or loss as they are incurred.

 

The components of operating leases on the Condensed Consolidated Balance Sheets at May 31, 2020 were as follows:

 

The Company included $32,072 of operating lease ROU assets in other assets, the current portion of operating lease liabilities of $9,297 was included in accrued expenses and the $22,775 of long-term operating lease liabilities was included in the long-term liability portion of the Condensed Consolidated Balance Sheets. The Company recorded $5,481 and $13,632 of operating lease costs in the three and six months ended May 31, 2020, respectively, which included variable costs tied to usage. The Company’s operating leases carry a weighted average lease term of 39 months and have a weighted average discount rate of 5.50%

 

Future maturities of operating lease liabilities are as follows:

 

 

 

 

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 replaces the Art’s-Way Manufacturing Co., Inc. 2011 Equity Incentive Plan (the “2011 Plan”) and adds an additional 500,000 shares to the number of shares reserved for issuance pursuant to equity awards. No further stock options will be awarded 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 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. During the six months ended May 31, 2020, restricted stock awards of 128,750 shares were issued to various employees, directors, and consultants, which vest over the next three years, and restricted stock awards of 15,000 shares were issued to directors as part of the director compensation policy, which vested immediately upon grant. In comparison, during the first six months of fiscal 2019, restricted stock awards of 69,937 shares were issued to various employees, directors, and consultants, which vest over three years from the date of issuance, and restricted stock awards of 16,000 were issued to directors as part of the director compensation policy. During the first six months of fiscal 2020, no shares of restricted stock were forfeited upon departure of any employees compared to 1,400 shares of restricted stock forfeited during the same period of fiscal 2019.

 

Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the relevant vesting period. The Company estimates the fair value of each stock-based option award on the measurement date using the Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate, and dividend yield. Expected volatility is based on historical volatility of the Company’s stock and other factors. The Company uses historical option exercise and termination data to estimate the expected term the options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is calculated using historical dividend amounts and the stock price at the option issuance date. No stock options were granted during the six months ended May 31, 2020 or in the same respective period of fiscal 2019. The Company incurred a total of $115,172 and $152,752 of stock-based compensation expense for restricted stock awards during the three and six months ended May 31, 2020, respectively, compared to $53,898 and $119,444 of stock-based compensation expense for restricted stock awards for the same respective periods of fiscal 2019. The Company repurchased 3,954 shares and 14,471 shares from employees in the form of treasury stock as consideration for payroll taxes paid on the employee’s behalf for the three and six months ended May 31, 2020, respectively, compared to 0 and 5,493 for the same periods in fiscal 2019. Stock compensation net of treasury shares repurchased for the six months ended May 31, 2020 was $126,216 compared to $108,624 for the same period in fiscal 2019.

 

 

 

16)

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. At May 31, 2020 and November 30, 2019, the carrying amount approximated fair value for cash, accounts receivable, net investment in sales-type leases, accounts payable, notes payable to bank, 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 net investment in sales-type leases also approximates 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 installment term loans payable also approximates recorded value because the interest rates charged under the loan terms are not substantially different from current interest rates.

 

17)

Segment Information

 

The Company has three reportable segments: Agricultural Products, Modular Buildings and Tools. 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 various uses, commonly animal containment and research laboratories. The Tools segment manufactures steel cutting tools and inserts.

 

The accounting policies applied to determine the segment information are the same as those described in the summary of significant accounting policies. Management evaluates the performance of each segment based on profit or loss from operations before income taxes, exclusive of nonrecurring gains and losses.

 

Approximate financial information with respect to the reportable segments is as follows.

 

 

 

 

 

 

 

 

*The 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.

 

18)

Subsequent Events

 

Management evaluated all other activity of the Company and concluded that no subsequent events have occurred, other than the signing of Economic Injury Disaster Loans as discussed in Note 10  “Loan and Credit Agreements,” that would require recognition in the condensed consolidated financial statements.