8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2023

ART’S-WAY MANUFACTURING CO., INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
000-05131	42-0920725
(Commission File Number)	(IRS 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)
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.          ☐

Item 2.05 Costs Associated with Exit or Disposal Activities.

On June 5, 2023, Art’s-Way Manufacturing, Co., Inc. (the “Company”) approved a plan for the permanent closure of its Tools segment, which is operated under Ohio Metal Working Products/Art’s Way Inc. dba American Carbide Tool, a wholly owned subsidiary of the Company. The planned closure is part of the Company’s ongoing focus of efforts and resources on the business segments that have historically been more profitable and that are expected to present greater long-term stockholder returns. A press release announcing this decision is set forth in Exhibit 99.1 attached hereto and is incorporated by reference in this Current Report on Form 8-K as if fully set forth herein.

The closure of American Carbide Tool (“ACT”) is not expected to have a significant financial impact during the third quarter of fiscal year 2023, when the Company anticipates the operations of American Carbide Tool will cease. The Company expects to generate cash from the liquidation of receivables, inventory and other assets of $950,000 after operations cease, which will be used to fund liquidation costs of approximately $200,000. Additionally, the Company will market ACT’s land, building and equipment for sale. The real estate has been appraised at greater than net book value. Proceeds from the sale of the property are not included in the above-noted cash and financial impact estimates. The Company expects to incur substantially all of these costs, and to complete its closure plan, by the end of the fiscal year ending November 30, 2023. Closure of the Tools business is expected to impact 15 employees. The labor union has been notified of the planned closure.

The foregoing estimates of the cash receipts and expenditures that the Company expects to incur in connection with its closure plan, and the timing for implementing such plan, are subject to a number of assumptions. Actual amounts may differ materially from projected expenditures. In addition, the Company may incur other expenditures and charges not currently contemplated due to unanticipated events that may occur, including but not limited to events related to the closure of the Tools business.

Item 8.01 Other Events.

The disclosure set forth in Item 2.05 is hereby incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit Number	Description of Exhibit
	99.1	Press Release dated June 7, 2023
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

Dated: June 7, 2023

ART’S-WAY MANUFACTURING CO., INC.

/s/ David A. King

David A. King

President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

June 7, 2023

ART’S WAY ANNOUNCES INTENTION TO DISCONTINUE TOOLS BUSINESS

ARMSTRONG, IOWA, June 7, 2023 – Art’s Way Manufacturing Co., Inc. (Nasdaq: ARTW) (“the “Company”), a diversified, international manufacturer and distributor of equipment serving agricultural, research and steel cutting needs, announced today that it intends to discontinue the operations of its Tools segment in the third quarter of its 2023 fiscal year. 

Operations of the Tools segment are under Ohio Metal Working Products/Art’s Way Inc. dba American Carbide Tool, a wholly owned subsidiary of the Company, and specializes in the manufacturing of standard single point brazed carbide tipped tools as well as PCD (polycrystalline diamond) and CBN (cubic boron nitride) inserts and OEM tools.

The intended action is part of the Company’s ongoing focus of efforts and resources on the business segments that have historically been more profitable and that are expected to present greater long-term stockholder returns. The Company plans to fulfill its current backlog commitments to customers and subsequently pursue an orderly sale of the assets associated with the Tools segment, including real estate, equipment and inventory. Proceeds from the liquidation of ACT assets will be used for the retirement of debt and to make operational improvements in the Agricultural Products segment. The Company anticipates incurring charges associated with this divestiture until the process is complete, likely in the fiscal year ending November 30, 2023. The union representative has been notified of the expected closure, which will affect approximately 15 employees.

“Our Tools segment has historically generated losses causing us to consider multiple options for the business,” stated Art’s Way Manufacturing CEO, David King. “After careful consideration and testing the market for the feasibility of a sale of the business unit, the decision was ultimately made to discontinue that business in order to focus on our profitable operations to deliver additional stockholder value. We would like to thank the employees for their work in this business and regret that this decision impacts them negatively. This decision was difficult but is a necessary step in positioning our business for the long-term.”

Art’s-Way Manufacturing Co., Inc.

Art’s Way Manufacturing is a small, publicly traded company that specializes in equipment manufacturing. For over 65 years, it has been committed to designing and building high-quality machinery for all operations. It has approximately 150 employees across three branch locations: Art’s Way Manufacturing in Armstrong, Iowa, Art’s Way Scientific in Monona, Iowa, and American Carbide Tool in Canton, Ohio. Art’s Way manure spreaders, forage boxes, high dump carts, bale processors, graders, land planes, sugar beet harvesters and grinder mixers are designed to optimize production, increase efficiency and meet the growing demands of customers. Art’s Way Manufacturing has three reporting segments: Agricultural Products; Modular Buildings; and Tools.

For more information, contact: David King, Chief Executive Officer

712-208-8467

davidk@artsway.com

Or visit the Company’s website at www.artsway.com/

Cautionary Statements

This release includes “forward-looking statements” within the meaning of the federal securities laws. Statements made in this release that are not strictly statements of historical facts are forward-looking statements, including the Company’s expectations regarding: (i) the impact that closing the Tools business may have on Company profitability and stockholder returns; (ii) planned activities to wind up the Tools business, including without limitation, fulfilling order backlog and engaging in an orderly sale of applicable assets; and (iii) charges associated with the closing of the Tools business and the timing of recognizing such charges. Statements of anticipated future results are based on current expectations and are subject to a number of risks and uncertainties, including, but not limited to: cancellation of orders that are currently in backlog whether or not permitted pursuant to contractual terms; employee turnover in anticipation of the pending closing of the Tools segment; uncertainty with respect to demand for the assets associated with the Tools business, including without limitation, the commercial real estate and value thereof, the Company’s ability to execute on its plan for closing the Tools business in an timely and cost efficient manner; and other factors related to the Company operating its business as whole detailed from time to time in the Company’s Securities and Exchange Commission filings. Actual results may differ markedly from management's expectations. Readers are cautioned not to place undue reliance upon any such forward-looking statements. The Company does not intend to update forward-looking statements other than as required by law.

XML

Document And Entity Information	Jun. 05, 2023
Document Information [Line Items]
Entity, Registrant Name	ART’S-WAY MANUFACTURING CO., INC.
Document, Type	8-K
Document, Period End Date	Jun. 05, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-05131
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	ARTW
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000007623