SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarter Ended August 31, 2003 Commission File No. 0-5131
ART'S-WAY MANUFACTURING CO., INC.
(Exact name of registrant as specified in its charter)
DELAWARE 42-0920725
State of Incorporation I.R.S. Employer Identification No.
Hwy 9 West, Armstrong, Iowa 50514
Address of principal executive offices Zip Code
Registrant's telephone number, including area code: (712) 864-3131
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, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2). Yes __ No X
Number of common shares outstanding as of September 24, 2003: 1,938,176
ART'S-WAY MANUFACTURING CO., INC
CONSOLIDATED STATEMENTS OF OPERATIONS
CONDENSED
(Unaudited)
Three Months Ended Year to Date
August 31, August 31, August 31, August 31,
2003 2002 2003 2002
Net Sales $ 3,726,583 $ 3,226,991 $ 8,667,976 $ 8,121,504
Cost of goods sold 2,706,793 2,379,773 6,211,881 6,062,166
Gross Profit 1,019,790 847,218 2,456,095 2,059,338
Operating Expenses
Engineering 95,600 19,203 129,779 49,840
Selling 219,263 186,594 499,497 438,030
General and
administrative 325,301 306,899 1,005,131 1,114,262
Total expenses 640,164 512,696 1,634,407 1,602,132
Income from operations 379,626 334,522 821,688 457,206
Other expenses
Interest expense 39,889 44,060 88,862 138,874
Other 16,542 24,995 32,389 70,902
Total other expenses 56,431 69,055 121,251 209,776
Income before
income taxes 323,195 265,467 700,437 247,430
Income tax expense - - 2,031 -
Net income $ 323,195 $ 265,467 $ 698,406 $ 247,430
Net income per share
Basic $ 0.17 $ 0.14 $ 0.36 $ 0.14
Diluted $ 0.17 $ 0.14 $ 0.36 $ 0.14
Common shares and
equivalent
outstanding:
Basic 1,938,176 1,938,176 1,938,176 1,765,330
Diluted 1,954,279 1,943,186 1,950,712 1,767,955
See accompanying notes to financial statements.
ART'S-WAY MANUFACTURING CO., INC.
CONSOLIDATED BALANCE SHEET
CONDENSED
(Unaudited)
August 31, November 30,
2003 2002
ASSETS
Current Assets
Cash $ 402,913 $ 75,358
Accounts receivable-customers,
net of allowance for doubtful accounts
of $63,700 and $50,000 in August
and November, respectively 1,275,250 592,945
Other Receivables 14,370 -
Inventories 3,910,248 3,576,707
Other current assets 131,429 95,385
Total current assets 5,734,210 4,340,395
Property, plant and equipment, at cost 10,944,845 10,725,972
Less accumalated depreciation 9,962,870 9,751,260
Net property, plant and equipment 981,975 974,712
Inventories, noncurrent 430,509 430,509
Real Estate Loan Receivable 165,725 -
Other Assets 234,565 175,849
Total Assets $ 7,546,984 $ 5,921,465
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable to bank $ - $ 319,222
Current portion of long-term debt 114,023 356,669
Accounts payable 429,698 523,492
Customer deposits 49,112 249,756
Accrued expenses 891,489 630,972
Total current liabilities 1,484,322 2,080,111
Long-term liabilities 159,777 187,204
Long-term debt, excluding current
portion 2,071,159 520,830
Total liabilities 3,715,258 2,788,145
Stockholders' Equity
Common stock - $.01 par value. Authorized
5,000,000 shares; issued 1,938,176 shares
in August and in November 19,382 19,382
Additional paid-in capital 1,634,954 1,634,954
Retained earnings 2,177,390 1,478,984
Total stockholders' equity 3,831,726 3,133,320
Total liabilities and
stockholders' equity $ 7,546,984 $ 5,921,465
See accompanying notes to financial statements.
ART'S-WAY MANUFACTURING CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONDENSED
(Unaudited)
Nine Months Ended
August 31, August 31,
2003 2002
CASH FLOW FROM OPERATIONS:
Net income $ 698,406 $ 247,430
Adjustment to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 211,610 182,862
Changes in working capital components:
(Increase) decrease in:
Accounts receivable (682,305) (81,410)
Other receivables (14,370) -
Inventories (83,190) 581,448
Other current assets (36,044) (121,994)
Other (58,716) -
Increase (decrease) in:
Accounts payable (93,794) (471,432)
Customer deposits (200,644) (21,488)
Accrued expenses 260,517 104,109
Net cash provided by (used in)
operating activities 1,470 419,525
CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (113,226) (31,184)
Purchases of assets of Obeco, Inc. (521,723) -
Net cash (used in) investing activities (634,949) (31,184)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from (payment of)
notes payable to bank 2,538,789 (897,769)
Principal payments on term debt
and long-term liabilities (1,577,755) (267,633)
Proceeds from issuance of common
stock from treasury - 53,253
Proceeds from issuance of common
stock - 746,747
Net cash provided by (used in)
financing activities 961,034 (365,402)
Net increase in cash 327,555 22,939
Cash at beginning of period 75,358 4,375
Cash at end of period $ 402,913 $ 27,314
Supplemental disclosures of cash
flow information:
Cash paid during the year for:
Interest $ 88,862 $ 138,874
Income taxes 2,031 4,032
See accompanying notes to financial statements.
ART'S-WAY MANUFACTURING CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement Presentation
The financial statements are unaudited and reflect all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the financial position and operating
results for the interim periods. The financial statements should be read in
conjunction with the financial statements and notes thereto contained in the
Company's Annual Report on Form 10-K for the year ended November 30, 2002. The
results of operations for the third quarter and year to date ended August 31,
2003 are not necessarily indicative of the results for the fiscal year ending
November 30, 2003.
Acquisition
On July 14, 2003 Art's-Way announced that it entered into an agreement
to purchase from bankruptcy the assets of Obeco Incorporated, a
manufacturer of steel truck bodies located in Cherokee, Iowa. The
agreement includes the purchase of a real estate loan, all inventory,
intellectual materials, machinery, tooling, fixtures and the company
name. Art's-Way formed a new subsidiary called Cherokee Truck Bodies,
Incorporated. The truck bodies will continue to be sold under the
recognized name OBECO. The company will continue to be located in
Cherokee, Iowa.
The United States Bankruptcy Court approved the sale and the closing
date for the acquisition was July 28, 2003. Operations of Cherokee
Truck Bodies are included in the results of operations since that
date. Total cost of acquisition includes all inventory, $250,351;
machinery and equipment, $105,647; real estate loan, $165,725 for a
total of $521,723. Securing long term financing allowed for the
acquisition of Obeco.
2. INCOME PER SHARE
Basic net income per common share is computed on the basis of weighted
average number of common shares outstanding. Diluted net income per
share has been computed on the basis of weighted average number of common
shares outstanding plus equivalent shares assuming exercise of stock options.
The difference in shares utilized in calculating basic and diluted net income
per share represents the number of shares issued under the Company's
stock option plans less shares assumed to be purchased with proceeds from the
exercise of the stock options. The reconciling item between the shares used
in the computation of basic and diluted earnings per share is 16,103; for the
third quarter ended August 31,2003; 5,010 for the third quarter ended August
31, 2002; 12,536 for the year to date period ended August 31, 2003; and 2,625
for year to date period ended August 31, 2002 equivalent shares for the
effect of dilutive stock options.
3.INVENTORIES
Major classes of inventory are: August 31, 2003 November 30, 2002
Raw material $ 980,258 $ 1,065,166
Work-in-process 1,375,587 1,209,007
Finished goods 1,984,912 1,733,043
Total $ 4,340,757 $ 4,007,216
Less inventories classified as noncurrent 430,509 430,509
Inventories, current $ 3,910,248 $ 3,576,707
4. ACCRUED EXPENSES
Major components of accrued expenses are: August 31, 2003 November 30, 2002
Salaries, wages and commissions $ 413,283 $ 294,220
Accrued warranty expense 97,111 60,232
Other 381,095 276,520
Total $ 891,489 $ 630,972
5. LOAN AND CREDIT AGREEMENTS
On April 25, 2003 the Company obtained long-term financing through West Des
Moines State Bank (West Bank), West Des Moines, Iowa. Credit facilities
consist of two loan agreements totaling $5,500,000.
Facility #1 is a revolving line of credit for $2,500,000 with advances
funding the working capital, letter of credit and corporate credit card
needs. It renews annually with a maturity date of February 28, 2004.
The interest rate will be West Bank's prime interest rate plus 1% adjusted
daily. Monthly interest only payments will be required and the unpaid
principal due on the maturity date. In addition an annual fee of $12,500
will be paid for the use of this credit facility. Collateral consists of a
first position on assets owned by the Company including, but not limited to
inventories, accounts receivable, machinery and equipment.
Facility #2 is long-term financing for up to $3,000,000 that is supported by
a guarantee issued by the United States Department of Agriculture (USDA) for
75% of the loan amount outstanding. The loan refinanced existing debt to UPS
Capital (approximately $1,500,000), finance equipment (approximately $250,000),
provide permanent working capital (approximately $500,000) and satisfy closing
costs (approximately $50,000). Approximately $700,000 will be reserved for
future acquisitions. Maturity date is March 31, 2023. The variable interest
rate will be West Bank's prime interest rate plus 1.5% adjusted daily.
Monthly principal and interest payments will be amortized over 20 years, at
which time the loan will mature. A one-time origination fee of 1% was also
required. Collateral for Facility #2 is primarily real estate with a second
position on assets of Facility #1. The USDA subordinates collateral rights
in all assets other than real estate in an amount equal to West Bank's other
credit commitments.
J. Ward McConnell, Jr. was required to personally guarantee Facility #1 and
Facility #2 on an unlimited and unconditional basis. The guarantee of
Facility #2 shall then be reduced after the first three years to a percentage
representing his ownership of the Company. Mr. McConnell's guarantee shall
be removed from Facility #2 in the event that his ownership interest in the
Company is reduced to a level less than 20% after the first three years of
the loan. The Company will compensate Mr. McConnell for his personal
guarantee at an annual percentage rate of 2% of the outstanding balance
to be paid monthly. Other terms and conditions are providing monthly
internally prepared financial reports including accounts receivable aging
schedules and borrowing base certificates and year-end audited financial
statements. The borrowing bases shall limit advances from Facility #1 to
60% of accounts receivable less than 90 days, 60% of finished goods
inventory, 50% of raw material inventory and 50% of work-in-process
inventory plus 40% of appraisal value of machinery and equipment.
Covenants include debt service coverage ratio, debt/tangible net worth ratio,
current ratio, limit capital expenditures, and maintain a minimum tangible
net worth.
On April 25, 2003 the Company borrowed $2,000,000 against Facility #2.
$1,528,775 was used to payoff UPS Capital with $110,000 being held in
reserve for a letter of credit ($100,000) and any additional fees. The
balance of $471,225 was used as working capital. As of August 31, 2003,
the Company has not borrowed against Facility #1.
A summary of the Company's term debt is as follows:
August 31, November 30,
2003 2002
West Bank real estate loan payable in monthly
Installments of $17,776 including interest at
Bank's prime rate plus 1.5% (5.50%) $ 1,967,590 $ -
Installment term debt payable in monthly
Installments of $23,700, plus interest at four
Percent over the bank's national money market rate
due on demand, secured $ - $ 605,371
State of Iowa Community Development Block Grant
promissory notes at zero percent interest, maturity
2006, with quarterly principal payments of $11,111 $ 133,333 $ 166,667
State of Iowa Community Development Block Grant
local participation promissory notes at 4% interest,
Maturity 2006, with quarterly payments of $7,007 $ 84,259 $ 105,461
Total term debt $ 2,185,182 $ 877,499
Less current portion of term debt $ 114,023 $ 356,669
Term debt, excluding current portion $ 2,071,159 $ 520,830
6. RELATED PARTY TRANSACTION
In February 2002, the Company sold common stock to an existing shareholder, Mr.
J. Ward McConnell, Jr., at estimated fair value. Proceeds from the sale of the
stock were $800,000. Mr. McConnell has agreed that without prior approval of
the Board of Directors, excluding himself and his son, he will not acquire as
much as fifty percent (50%) of the Company's common stock and will not take
the Company private. Immediately after the transaction, Mr. McConnell was
elected as Chairman of the Board of Directors of the Company. His son, Marc
McConnell, is also a Board Member.
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(a) Liquidity and Capital Resources
On July 14, 2003 Art's-Way announced that it entered into an agreement
to purchase from bankruptcy the assets of Obeco Incorporated, a
manufacturer of steel truck bodies located in Cherokee, Iowa. The
agreement includes the purchase of a real estate loan, all inventory,
intellectual materials, machinery, tooling, fixtures and the company
name. Art's-Way formed a new subsidiary called Cherokee Truck Bodies,
Incorporated. The truck bodies will continue to be sold under the
recognized name OBECO. The company will continue to be located in
Cherokee, Iowa.
The United States Bankruptcy Court approved the sale and the closing
date for the acquisition was July 28, 2003. Operations of Cherokee
Truck Bodies are included in the results of operations since that
date. Total cost of acquisition includes all inventory, $250,351;
machinery and equipment, $105,647; real estate loan, $165,725 for
a total of $521,723. Securing long term financing allowed for the
acquisition of Obeco.
The Company's main source of funds for the nine months ended August 31,
2003 came by securing long-term financing (see footnote 5 of the notes
to the consolidated financial statements) and net income.
These sources were offset by increases of the accounts receivable, other
receivables, inventories and other assets. The increase in accounts
receivable results from the sales of truck bodies, sugar beet equipment,
potato harvesters, and parts stock orders prior to the quarter end and
within the normal terms of the Company. Other offsets include the
reduction of accounts payable and customer deposits. The Company's
capital expenditures are the acquisition of Obeco assets listed above
and equipment overhauls during the quarter.
(b) Results of Operations
Fiscal year 2003 third quarter and year to date net sales were 15% and
7%, respectively, higher than for the comparable periods one-year ago.
The increase in net sales for the third quarter and year to date
resulted from the increase in sales of potato harvesters and Cherokee
Truck Bodies sales of $153,646 in the third quarter.
Gross profit, as a percent of sales, was 27% for the quarter ended August
31, 2003, as compared to 26% for the same period in 2002. Year to date
through August 31, 2003, gross profit was 28% compared to 25% for the
prior year. Increased labor efficiency and continued cost reduction
programs throughout the year have resulted in the increase.
As a percent of sales, operating expenses were 17% and 16%, respectively,
for the three months ended August 31, 2003 and 2002. For the year to
date period ended August 31, 2003 and 2002, operating expenses were 19%
and 20%, respectively. Operating expenses for the quarter and year to
date periods ended August 31, 2003 includes approximately $70,000 in
research and development expenditures related to the development of a
new sugar beet harvester. This machine is projected to increase
productivity substantially as compared to current machines on the market.
The Company anticipates that the prototype will have additional research
and development expenditures in the fourth quarter and it will be ready
in the fall of 2003 with production scheduled in 2004.
Other expenses continue to decrease for the quarter and for the year
to date when compared to the same periods of the previous year.
Third quarter and nine months ended August 31, 2003 net income as a
percent increased 22% and 182%, respectively, when compared to the same
periods of the previous year.
The order backlog at August 31, 2003 was $955,000 compared to $1,354,000
one year ago. August 31, 2002 backlog included an OEM plow order that
was shipped in the fourth quarter. This year the shipment was in the
third quarter that was the primary reason for the decrease.
The Company reached a new exclusive licensing agrement with Case
Corporation to produce and market moldboard plows and service parts.
This will allow the Company to sell direct to dealers and should
generate higher revenues in 2004. The previous arrangement generated
$1,009,000 of OEM revenue in 2003.
(c) Critical Accounting Policies
The Company's critical accounting policies involving the more significant
judgments and assumptions used in the preparation of the financial
statements as of August 31, 2003 have remained unchanged from November
30, 2002. These policies involve revenue recognition, inventory valuation
and income taxes. Disclosure of these critical accounting policies is
incorporated by reference under Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operation" in the
Company's Annual report on Form 10-K for the year ended November 30, 2002.
Item 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISKS
The Company does not have any additional market risk exposure other than
what was outlined in the November 30, 2002, 10-K filing.
Item 4
DISCLOSURE CONTROLS AND PROCEDURES
Within 90 days of the filing date of this quarterly report, the Company's
Chief Executive Officer and Finance Manager have evaluated the
effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14(c)
and 15(d)-14(c)) and, based on their evaluation, have concluded that the
disclosure controls and procedures are effective. There were no
significant changes in the Company's internal controls or in other factors
that could significantly affect these controls subsequent to the date
of their evaluation, including any corrective action with regard to
significant deficiencies and material weaknesses.
Part II - Other Information
ITEM 1. LITIGATION AND CONTINGENCIES
Various legal actions and claims are pending against the Company. In the
opinion of management, adequate provisions have been made in the
accompanying financial statements for all pending legal actions and other
claims.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10.8 Agreement to purchase assets of Obeco, Inc. by Cherokee Truck
Bodies, Inc., a wholly owned subsidiary of Art's-Way Manufacturing
Co., Inc. effective July 28, 2003.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 made by John C. Breitung, Chief Executive Officer
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 made by Seth F. LaBore, Finance Manager
32.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made
by John C. Breitung, Chief Executive Officer
32.2 Certification pursuant to 18 U.S. C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made by
Seth F. LaBore, Finance Manager
(b) Reports on Form 8-K:
Form 8-K filed 7/18/03, Item # 5, announcing OBECO agreement.
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 15, 2003 By: /s/ John C. Breitung
John C. Breitung
President and Chief Executive Officer
Date: October 15, 2003 By: /s/ Seth F. LaBore
Seth F. LaBore
Finance Manager
Exhibit 31.1
CERTIFICATIONS
I, John C. Breitung, 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 quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers 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)) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: October 15, 2003
/s/ John C. Breitung
President and Chief Executive Officer
Exhibit 31.2
CERTIFICATIONS
I, Seth F. LaBore, 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 quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers 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)) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: October 15, 2003
/s/ Seth F. LaBore
Finance Manager
Exhibit 32.1
CERTIFICATION OF FINANCIAL STATEMENTS
Pursuant to 18 U.S.C. 63 1350, the President/Chief Executive Officer
of Art's-Way Manufacturing Co., Inc. (the "Company"),hereby certify that
this Form 10-Q and the financial statements thereto fullycomply with the
requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of
1934, and the information contained in the Form 10-Q and the financial
statements thereto fairly present, in all material respects, the
financial condition and results of operations of the Company.
By: /s/ John C. Breitung
Name: John C. Breitung
President and Chief Executive Officer
October 15, 2003
Exhibit 32.2
CERTIFICATION OF FINANCIAL STATEMENTS
Pursuant to 18 U.S.C. 63 1350, the Finance Manager of Art's-Way
Manufacturing Co., Inc. (the "Company"), hereby certify that this Form
10-Q and the financial statements thereto fully comply with the
requirements of Sections 13(a) and 15(d) of the Securities Exchange Act
of 1934, and the information contained in the Form 10-Q and the financial
statements thereto fairly present, in all material respects, the
financial condition and results of operations of the Company.
By: /s/ Seth F. LaBore
Name: Seth F. LaBore
Finance Manager
October 15, 2003