UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____
COMMISSION FILE NUMBER 1-2451
NATIONAL PRESTO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0494170
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3925 NORTH HASTINGS WAY
EAU CLAIRE, WISCONSIN 54703-3703
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) 715-839-2121
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__X__ No_____
There were 6,841,071 shares of the Issuer's Common Stock outstanding as of
August 9, 2002.
NATIONAL PRESTO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2002 and December 31, 2001
(Unaudited)
(Dollars in thousands)
2002 2001
- ------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 111,517 $ 83,877
Marketable securities 80,605 106,992
Accounts receivable, net 11,571 31,194
Inventories:
Finished goods $ 26,423 $ 19,505
Work in process 6,178 5,349
Raw materials 5,683 8,262
Supplies 516 38,800 881 33,997
--------- ---------
Prepaid expenses 368 93
--------- ---------
Total current assets 242,861 256,153
PROPERTY, PLANT AND EQUIPMENT 20,551 19,328
Less allowance for depreciation 8,387 12,164 7,483 11,845
--------- ---------
OTHER ASSETS 17,402 16,902
--------- ---------
$ 272,427 $ 284,900
========= =========
The accompanying notes are an integral part of the financial statements.
NATIONAL PRESTO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2002 and December 31, 2001
(Unaudited)
(Dollars in thousands)
2002 2001
- -------------------------------------------------------------------------------------------------------------------
LIABILITIES
CURRENT LIABILITIES:
Accounts payable $ 13,259 $ 18,194
Federal and state income taxes -- 3,055
Accrued liabilities 30,002 27,048
--------- ---------
Total current liabilities 43,261 48,297
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY
Common stock, $1 par value:
Authorized: 12,000,000 shares
Issued: 7,440,518 shares $ 7,441 $ 7,441
Paid-in capital 1,002 1,011
Retained earnings 239,346 246,913
--------- ---------
247,789 255,365
Treasury stock, at cost 18,623 18,762
--------- ---------
Total stockholders' equity 229,166 236,603
--------- ---------
$ 272,427 $ 284,900
========= =========
The accompanying notes are an integral part of the financial statements.
NATIONAL PRESTO INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
Three Months and Six Months ended June 30, 2002 and July 1, 2001
(Unaudited)
(In thousands except per share data)
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
2002 2001 2002 2001
- -----------------------------------------------------------------------------------------------------------------------
Net sales $ 20,555 $ 17,594 43,315 37,604
Cost of sales 16,336 14,432 35,945 31,576
---------- ---------- ---------- ----------
Gross profit 4,219 3,162 7,370 6,028
Selling and general expenses 4,497 4,183 9,626 8,727
Plant closing costs -- -- 3,953 --
---------- ---------- ---------- ----------
Operating loss (278) (1,021) (6,209) (2,699)
Other income, principally interest 1,347 2,131 2,747 4,649
---------- ---------- ---------- ----------
Earnings (loss) before provision for income taxes 1,069 1,110 (3,462) 1,950
Income tax benefit (14) (269) (2,185) (679)
---------- ---------- ---------- ----------
Net earnings (loss) $ 1,083 $ 1,379 $ (1,277) $ 2,629
========== ========== ========== ==========
Weighted average shares outstanding:
Basic 6,840 6,861 6,839 6,869
========== ========== ========== ==========
Diluted 6,841 6,862 6,839 6,870
========== ========== ========== ==========
Net earnings (loss) per share:
Basic $ 0.16 $ 0.20 $ (0.19) $ 0.38
========== ========== ========== ==========
Diluted $ 0.16 $ 0.20 $ (0.19) $ 0.38
========== ========== ========== ==========
Cash dividends declared and paid per common share $ -- $ -- $ 0.92 $ 2.00
========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements.
NATIONAL PRESTO INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months ended June 30, 2002 and July 1, 2001
(Unaudited)
(Dollars in thousands)
2002 2001
- -------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net earnings (loss) $ (1,277) $ 2,629
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 905 2,109
Plant closing charges 3,953 --
Other 130 87
Changes in (net of acquisition):
Accounts receivable 19,623 3,578
Inventories (4,803) (4,191)
Prepaid expenses (275) (175)
Accounts payable and accrued liabilities (5,934) (9,920)
Federal and state income taxes (3,055) (1,954)
------------ ------------
Net cash provided by (used in) operating activities 9,267 (7,837)
------------ ------------
Cash flows from investing activities (net of acquisition):
Marketable securities purchased (11,713) (19,852)
Marketable securities - maturities and sales 38,100 46,616
Acquisition of property, plant and equipment (1,224) (1,968)
Acquisition of business (500) (3,494)
Other -- 251
------------ ------------
Net cash provided by investing activities 24,663 21,553
------------ ------------
Cash flows from financing activities:
Dividends paid (6,290) (13,755)
Purchase of treasury stock -- (908)
Other -- 59
------------ ------------
Net cash used in financing activities (6,290) (14,604)
------------ ------------
Net increase (decrease) in cash and cash equivalents 27,640 (888)
Cash and cash equivalents at beginning of period 83,877 79,624
------------ ------------
Cash and cash equivalents at end of period $ 111,517 $ 78,736
============ ============
The accompanying notes are an integral part of the financial statements.
NATIONAL PRESTO INDUSTRIES, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - EARNINGS PER SHARE
The Company's basic net earnings (loss) per share amounts have been computed by
dividing net earnings (loss) by the weighted average number of outstanding
common shares. The Company's diluted net earnings per share is computed by
dividing net earnings by the weighted average number of outstanding common
shares and common share equivalents relating to stock options, when dilutive.
NOTE B - PLANT CLOSING
In November 2001, the Company announced that continued erosion of product
pricing resulted in its decision to cease manufacturing housewares/small
appliances in its U.S. plants, close those facilities, and purchase products
from overseas sources. The Company will close its manufacturing facilities in
Alamogordo, New Mexico and Jackson, Mississippi during the third and fourth
quarters of 2002. This decision could have an adverse effect on production of
the balance of the products scheduled to be produced in the U.S. due to possible
difficulties with continuity of the workforce and material supplies. Similarly,
deliveries from overseas sources could be disrupted by labor or supply problems
at the vendors, or transportation delays. As a consequence, products may not be
available in sufficient quantities during the prime selling period of third and
fourth quarters. The Company has made and will continue to make every reasonable
effort to prevent these problems; however, there is no assurance that its
efforts will be totally effective.
The principal activity during the first six months was the accrual of $3,953,000
of additional employee termination benefits following the communication of these
benefits to the production workforce of the manufacturing facilities that will
be closed. During the fourth quarter of 2001, the Company recorded plant closing
costs of $7,653,000, principally related to the impairment of fixed assets. As
of quarter end, the balance in the plant closing accruals consisted of
$4,590,000 of employee termination benefits and $1,399,000 of plant closing
costs. Charges against these accruals will commence in the third and fourth
quarters, however, additional accruals may be required later in the year. The
outsourcing of product may also have an impact on the Company's method of
accounting for inventory. A study of the possible impact is ongoing. The results
of the study to date indicate that a portion, or all, of the Company's LIFO
reserve of approximately $11,000,000 could be realized in future periods.
NOTE C - BUSINESS SEGMENTS
In the following summary, operating profit (loss) represents earnings (loss)
before other income, principally interest income and income taxes.
The Company's segments operate discretely from each other with no shared
manufacturing facilities. Costs associated with corporate activities (such as
cash and marketable securities management) are included within housewares/small
appliances for all periods presented.
(IN THOUSANDS)
----------------------------------------------------------------------
HOUSEWARES/
SMALL DEFENSE ABSORBENT
APPLIANCES PRODUCTS PRODUCTS *** TOTAL
------------ ---------- -------------- ----------
QUARTER ENDED JUNE 30, 2002
External net sales $ 17,353 $ 2,040 $ 1,162 $ 20,555
Operating profit (loss) (651) 628 (255) (278)
Total assets 253,954 11,250 7,223 272,427
Depreciation 250 25 198 473
Capital expenditures 500 77 43 620
QUARTER ENDED JULY 1, 2001
External net sales $ 16,221 $ 1,373 $ -- $ 17,594
Operating profit (loss) (1,280) 259 -- (1,021)
Total assets 259,912 8,627 -- 268,539
Depreciation and amortization 813 20 -- 833
Capital expenditures 811 31 -- 842
SIX MONTHS ENDED JUNE 30, 2002
External net sales $ 36,651 $ 4,187 $ 2,477 $ 43,315
Operating profit (loss) (6,762)* 972 (419) (6,209)
Total assets 253,954 11,250 7,223 272,427
Depreciation 463 48 394 905
Capital expenditures 951 211 62 1,224
SIX MONTHS ENDED JULY 1, 2001
External net sales $ 35,716 $ 1,888 $ -- $ 37,604
Operating profit (loss) (2,961) 262 ** -- (2,699)
Total assets 259,912 8,627 -- 268,539
Depreciation and amortization 2,082 27 -- 2,109
Capital expenditures 1,936 32 -- 1,968
* The 2002 six month operating loss of the
Housewares/small appliance division includes a charge
for plant closing costs of $3,953,000, more fully
described in Note B, which was recorded in the first
quarter 2002.
** The Defense Products division was acquired on February
24, 2001. Accordingly, operations for the six months
ended July 1, 2001 represents the operations after
acquisition.
*** The Absorbent Products division was acquired on
November 19, 2001. Accordingly, there were no
operations for the quarter or six months ended July 1,
2001.
NOTE D - COMMITMENTS AND CONTINGENCIES
On July 16, 2002, the Securities and Exchange Commission filed a lawsuit against
National Presto Industries, Inc. alleging the company operated as an
unregistered investment company. The case doesn't involve fraud, deceptive
practices or accounting methods, and the Company plans to vigorously defend
itself (see Form 8-K filed on July 15, 2002). If unsuccessful, the Company may
have to reallocate invested assets which will result in reduced yields. In
addition, the Company is involved in other routine litigation incidental to its
business. Management believes the ultimate outcome of these matters will not
have a material affect on the Company's consolidated financial position.
NOTE E - ADOPTION OF NEW ACCOUNTING STANDARDS
On January 1, 2002 the Company adopted Statement of Financial Accounting
Standard (SFAS) 141, BUSINESS COMBINATIONS, SFAS 142 GOODWILL AND INTANGIBLE
ASSETS AND SFAS 144 ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED
ASSETS. The adoption of SFAS 142 caused the Company to cease amortization of its
goodwill on January 1, 2002 and evaluate goodwill for impairment at least on an
annual basis thereafter. The Company's goodwill of approximately $3,556,000
relates to its Defense Products segment which is a separate reporting unit. The
Company has completed the transitional goodwill impairment test required by SFAS
142 and no impairment was identified. Goodwill amortization recorded during the
three months and six months ended June 30, 2001 was $63,000 and $84,000. The
Company had no recorded goodwill prior to the first quarter of 2001. The
adoption of SFAS 141 and 144 did not have a material effect on the Company's
consolidated financial statements or reporting of financial information.
- --------------------------------------------------------------------------------
The foregoing information for the periods ended June 30, 2002, and July 1, 2001,
is unaudited; however, in the opinion of management of the Registrant, it
reflects all the adjustments, which were of a normal recurring nature, necessary
for a fair statement of the results for the interim periods. The condensed
consolidated balance sheet as of December 31, 2001, is summarized from audited
consolidated financial statements, but does not include all the disclosures
contained therein and should be read in conjunction with the 2001 Annual Report.
Interim results for the period are not indicative of those for the year.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AN RESULTS OF OPERATIONS
Forward-looking statements in this report are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. There
are certain important factors that could cause results to differ materially from
those anticipated by some of the statements made herein. Investors are cautioned
that all forward-looking statements involve risks and uncertainty. In addition
to the factors discussed herein and in the notes to consolidated financial
statements, among the other factors that could cause actual results to differ
materially are the following: consumer spending and debt levels; customer
acceptance of or delays in the development of new products; interest rates;
continuity of relationships with and purchases by major customers; product mix;
the benefit and risk of business acquisitions; competitive pressure on sales and
pricing; exchange rate fluctuations, changes in foreign import tariffs and
monetary policies and other changes in the regulatory climate in the foreign
countries in which National Presto Industries, Inc. buys or sells products;
product liability , regulatory actions or other litigation, warranty claims or
returns of products; increases in material or production cost which cannot be
recouped in product pricing; the impact of closing certain U.S. production
facilities; and uncertainties the September 11, 2001 terrorist activities may
have on supplies and finished goods deliveries, consumer confidence, or the
economy in general. Additional information concerning those and other factors is
contained in the Company's Securities and Exchange Commission filings, including
but not limited to the Form 10-K, copies of which are available from the Company
without charge.
Comparison Second Quarter 2002 and 2001
Readers are directed to Note C - Business Segments for data on the
unaudited financial results of our three business segments for the three months
ended June 30, 2002 and July 1, 2001.
Net sales increased by $2,961,000 from $17,594,000 to $20,555,000 or
17%. The Housewares / Small Appliance Division net sales increased due to
increased volume and product mix. Likewise the Defense Products Division net
sales increased primarily due to increased volume. The Absorbent Products
Division was acquired during the fourth quarter of 2001, therefore, no
comparative period net sales is available.
Gross profit for 2002 increased $1,057,000 from $3,162,000 to
$4,219,000. For the Housewares / Small Appliance Division the gross profit
increased primarily as a result of more favorable manufacturing efficiencies
experienced at the Company's manufacturing facilities. For the Defense Products
Division the gross profit increase reflected greater unit sales and sales mix
improvement. The Absorbent Products Division was acquired during the fourth
quarter of 2001, therefore, no comparative period gross profit is available.
The Company accrues unexpended advertising costs budgeted for the year
against each quarter's sales. Major advertising commitments are incurred in
advance of the expenditures, and the timing of sales through dealers and
distributors to the ultimate customer does not permit specific identification of
the customers' purchase to the actual time an advertisement appears. Advertising
charges included in selling expense in each quarter represent that percentage of
the annual advertising budget associated with that quarter's shipments.
Revisions to this budget result in periodic changes to the accrued liability for
committed advertising expenditures. In addition, general expenses increased
primarily because of the 2001 acquisitions.
Other income, principally interest, decreased $784,000 from $2,131,000
to $1,347,000 primarily due to reduced yields.
Earnings before provision for income taxes decreased $41,000 from
$1,110,000 to 1,069,000. The income tax benefit decreased from $269,000 to
$14,000, which resulted in an effective income tax benefit rate of 24% in 2001
and 1% in 2002. The Company's effective income tax rate is significantly
affected by non-taxable interest income. Net earnings decreased $296,000 from
$1,379,000 to $1,083,000, or 22%.
Comparison First Six Months 2002 and 2001
Readers are directed to Note C - Business Segments for data on the
unaudited financial results of our three business segments for the six months
ended June 30, 2002 and July 1, 2001.
Net sales increased by $5,711,000 from $37,604,000 to $43,315,000 or
15%. The Housewares / Small Appliance Division net sales increased primarily due
to product mix. The Defense Products Division net sales increased primarily due
to increased volume. This Division was acquired at the end of February 2001,
therefore, the comparative period of 2001 only contains four months of
operations. The Absorbent Products Division was acquired during the fourth
quarter of 2001, therefore, no comparative period net sales is available.
Gross profit for 2002 increased $1,342,000 from $6,028,000 to
$7,370,000 or 16% versus 17% as a percentage of net sales. For the Housewares /
Small Appliance Division the gross profit increased primarily as result of more
favorable manufacturing efficiencies experienced at the Company's manufacturing
facilities. For the Defense Products Division the gross profit increase
reflected greater unit sales and sales mix improvement. This Division was
acquired at the end of February 2001, therefore, the comparative period of 2001
only contains four months of operations. The Absorbent Products Division was
acquired during the fourth quarter of 2001, therefore, no comparative period
gross profit is available.
The accrual for unexpended advertising costs discussed in the Second
Quarter comparison also applies to the first six months.
Other income, principally interest, decreased $1,902,000 from
$4,649,000 to $2,747,000. The average daily investment decreased from
$208,820,000 to $194,549,000 primarily as a result of business acquisitions and
the purchase of treasury stock during 2001.
Earnings before provision for income taxes decreased $5,412,000 from
earnings of $1,950,000 to a loss of $3,462,000. The income tax benefit increased
from $679,000 to $2,185,000, which resulted in an effective income tax benefit
rate of 35% in 2001 and 63% in 2002. The Company's income tax rate is
significantly affected by non-taxable interest income. Net earnings decreased
$3,906,000 from earnings of $2,629,000 to a loss of $1,277,000, or 149%.
Liquidity and Capital Resources
Working capital decreased by $8,256,000 to $199,600,000 at June 30,
2002. The Company's current ratio was 5.6 to 1.0 at June 30, 2002 compared to
5.3 to 1.0 at the end of fiscal 2001. The decrease in working capital is
primarily due to the payment of dividends of $6,290,000 and the current
year-to-date loss of $1,277,000.
The Company expects to continue to evaluate acquisition opportunities
that align with its business segments and will make further acquisitions or
capital investments in these segments if the appropriate return on investment is
projected.
In connection with the plant closing and related outsourcing of
products, more fully described in Note B, the Company has placed tooling and
initial product orders. Completion of the transition to off shore manufacturing
is expected during the 4th quarter 2002.
The Company has substantial liquidity in the form of cash and
marketable securities to meet all of its anticipated capital requirements, to
make dividend payments, and to fund growth through acquisitions and other means.
Further, it has the ability to fund losses, should they occur, in connection
with the transition to outsourced foreign manufacturing of products for the
housewares/small appliance segment. As of June 30, 2002, there were no material
capital commitments outstanding.
NEW ACCOUNTING PRONOUNCEMENTS
Please refer to Note E for information related to the effect of
adopting new accounting pronouncements on the Company's consolidated financial
statements.
Item 3
QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's interest income on cash equivalents and investments is
affected by changes in interest rates in the United States. Cash equivalents
include 7-day variable rate demand notes - highly liquid instruments with
interest rates set every 7 days that can be tendered to the remarketer upon 7
days notice for payment of principal and accrued interest. The 7 day tender
feature is further supported by an irrevocable letter of credit from a highly
rated U.S. bank. To the extent a bond is not remarketed at par plus accrued
interest, the difference is drawn from the letter of credit. The Company's
investments are held primarily in fixed and variable rate municipal bonds with
an average life of less than one year. Accordingly, changes in interest rates
have not had a material effect on the Company, and the Company does not
anticipate that future exposure to interest rate market risk will be material.
The Company uses sensitivity analysis to determine its exposure to changes in
interest rates.
The Company has no history of, and does not anticipate in the future,
investing in derivative financial instruments. Most transactions with
international customers are entered into in U.S. dollars, precluding the need
for foreign currency cash flow hedges. Any transactions that are currently
entered into in foreign currency are not deemed material to the financial
statements.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Please refer to Note D for information on legal proceedings.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 3 (i) - Restated Articles of Incorporation - incorporated
by reference from Exhibit 3 (i) of the
Company's quarterly report on Form 10-Q for the
quarter ended July 6, 1997
(ii) - By-Laws - incorporated by reference from
Exhibit 3 (ii) of the Company's quarterly
report on Form 10-Q for the quarter ended
October 3, 1999
Exhibit 9 - Voting Trust Agreement - incorporated by
reference from Exhibit 9 of the Company's
quarterly report on Form 10-Q for the quarter
ended July 6, 1997
Exhibit 10.1 - 1988 Stock Option Plan - incorporated by
reference from Exhibit 10.1 of the Company's
quarterly report on Form 10-Q for the quarter
ended July 6, 1997
Exhibit 10.2 - Form of Incentive Stock Option Agreement under
the 1988 Stock Option Plan - incorporated by
reference from Exhibit 10.2 of the Company's
quarterly report on Form 10-Q for the quarter
ended July 6, 1997
Exhibit 11 - Statement regarding computation of per share
earnings
Exhibit 99.1 - Chief Executive Officer Certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 99.2 - Chief Financial Officer Certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K:
None.
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.
NATIONAL PRESTO INDUSTRIES, INC.
Date: August 13, 2002 /S/ M. J. Cohen
--------------------------------------------
M. J. Cohen, Chair of the Board and
President (Principal operating officer)
Date: August 13, 2002 /S/ R. F. Lieble
--------------------------------------------
R. F. Lieble, Chief Financial Officer and
Treasurer (Principal accounting officer)
Exhibit
Number Exhibit Description
------ -------------------
11 Computation of Earnings per Share
99.1 Chief Executive Officer Certification pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
99.2 Chief Financial Officer Certification pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002