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 September 29, 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 6,834,269 shares of the Issuer's Common Stock outstanding as of
November 1, 2002.
NATIONAL PRESTO INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 29, 2002 and December 31, 2001
(Unaudited)
(Dollars in thousands)
2002 2001
- ---------------------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $90,690 $83,877
Marketable securities 90,816 106,606
Accounts receivable, net 20,033 31,194
Inventories:
Finished goods $34,619 $19,505
Work in process 5,140 5,349
Raw materials 4,705 8,262
Supplies 613 45,077 881 33,997
------------- ------------
Prepaid expenses 288 93
------------- --------------
Total current assets 246,904 255,767
PROPERTY, PLANT AND EQUIPMENT 21,305 19,328
Less allowance for depreciation 8,901 12,404 7,483 11,845
------------- ------------
OTHER ASSETS 17,402 16,902
------------- --------------
$276,710 $284,514
============= ==============
The accompanying notes are an integral part of the financial statements.
NATIONAL PRESTO INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 29, 2002 and December 31, 2001
(Unaudited)
(Dollars in thousands)
2002 2001
- ---------------------------------------------------------------------------------------------------------------------------
LIABILITIES
CURRENT LIABILITIES:
Accounts payable $15,837 $18,194
Federal and state income taxes 321 2,920
Accrued liabilities 29,858 27,048
------------- --------------
Total current liabilities 46,016 48,162
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 999 1,011
Retained earnings 240,239 246,913
Accumulated other comprehensive income (loss) 596 (251)
------------- ------------
249,275 255,114
Treasury stock, at cost 18,581 18,762
------------- ------------
Total stockholders' equity 230,694 236,352
------------- --------------
$276,710 $284,514
============= ==============
The accompanying notes are an integral part of the financial statements.
NATIONAL PRESTO INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Three Months and Nine Months ended September 29, 2002 and September 30, 2001
(Unaudited)
(In thousands except per share data)
Three Months Ended Nine Months Ended
------------------ -----------------
2002 2001 2002 2001
- ---------------------------------------------------------------------------------------------------------------------------
Net sales $ 28,629 $ 27,081 71,944 64,685
Cost of sales 22,852 20,742 58,797 52,318
------------------ -------------- ------------ ------------
Gross profit 5,777 6,339 13,147 12,367
Selling and general expenses 5,980 5,569 15,606 14,296
Plant closing costs - - 3,953 -
------------------ -------------- ------------ ------------
Operating profit (loss) (203) 770 (6,412) (1,929)
Other income, principally interest 1,080 1,846 3,827 6,495
------------------ -------------- ------------ ------------
Earnings (loss) before provision for income taxes 877 2,616 (2,585) 4,566
Provision (benefit) for Income taxes (16) 479 (2,201) (200)
------------------ -------------- ------------ ------------
Net earnings (loss) $ 893 $ 2,137 $ (384) $4,766
================== ============== ============ ============
Weighted average shares outstanding:
Basic 6,841 6,848 6,839 6,862
================== ============== ============ ============
Diluted 6,842 6,849 6,839 6,863
================== ============== ============ ============
Net earnings (loss) per share:
Basic $ 0.13 $ 0.31 $(0.06) $ 0.69
================== ============== ============ ============
Diluted $ 0.13 $ 0.31 $(0.06) $ 0.69
================== ============== ============ ============
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
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months ended September 29, 2002 and September 30, 2001
(Unaudited)
(Dollars in thousands)
2002 2001
- -------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net earnings (loss) $ (384) $ 4,766
Adjustments to reconcile net earnings (loss) to net
cash used in operating activities:
Depreciation and amortization 1,419 2,947
Plant closing charges 2,900 -
Other 169 118
Changes in (net of acquisition):
Accounts receivable 11,161 (7,574)
Inventories (11,080) (14,556)
Prepaid expenses (195) (52)
Accounts payable and accrued liabilities (2,447) (4,034)
Federal and state income taxes (3,055) (2,140)
-------------- --------------
Net cash used in operating activities (1,512) (20,525)
-------------- --------------
Cash flows from investing activities (net of acquisition):
Marketable securities purchased (28,149) (32,594)
Marketable securities - maturities and sales 45,242 73,644
Acquisition of property, plant and equipment (1,978) (2,275)
Acquisition of business (500) (3,744)
Other - 251
-------------- --------------
Net cash provided by investing activities 14,615 35,282
-------------- --------------
Cash flows from financing activities:
Dividends paid (6,290) (13,755)
Purchase of treasury stock - (1,302)
Other - 59
-------------- --------------
Net cash used in financing activities (6,290) (14,998)
-------------- --------------
Net increase (decrease) in cash and cash equivalents 6,813 (241)
Cash and cash equivalents at beginning of period 83,877 79,624
-------------- --------------
Cash and cash equivalents at end of period $90,690 $79,383
============== ==============
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 closed its manufacturing facility in
Alamogordo, New Mexico during the third quarter of 2002 and is currently
exploring alternative uses for the facility. The Company will be closing its
Jackson, Mississippi plant during the fourth quarter of 2002 and has decided to
utilize this facility in the future for storage and distribution of products
manufactured overseas. Deliveries from overseas sources have been disrupted by
the recent port lock out on the west coast and the slow down that followed the
lock out. It is possible as a result, that a few products may not be available
in sufficient supply during the prime fourth quarter selling period. 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 nine months ended September 29, 2002 related
to the plant closings was the accrual of $3,953,000 of additional employee
termination benefits following the communication of these benefits to the
production workforce of the facilities. 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 September 29, 2002, the balance in the plant
closing accruals consisted of $3,540,000 of employee termination benefits and
$1,396,000 of plant closing costs. Charges against these accruals commenced in
the third quarter and will continue in the fourth quarter, however, additional
accruals may be required later in the year.
The total outsourcing of all Company product manufacturing results in the
creation of a new LIFO inventory category for the outsourced products. The
previous LIFO inventory reserve of $11,000,000, which is associated with the
Company's inventories prior to plant closings, will be realized as this
inventory category is sold. During the third quarter the Company recognized a
$1,177,000 reduction in cost of goods sold resulting from the partial
liquidation of the LIFO reserve. The Company expects to liquidate the remainder
of the reserve of approximately $9,820,000 during the fourth quarter of 2002 and
early 2003.
Subsequent to the end of the third quarter, the Company identified additional
employees for retirement and termination as a result of the plant closing
activities. The employee termination benefits related to these actions will be
approximately $1,000,000 and will be recorded in the fourth quarter when the
benefits were communicated.
The following table provides a reconciliation of the Plant Closing accruals:
Employee Other Plant
Termination Closing Cost Total
----------- ------------ -----
Balance June 30, 2002 $ 4,590,000 $ 1,399,000 $ 5,989,000
Additional Accruals - - $ -
Charges to accruals (1,050,000) (3,000) $(1,053,000)
----------- ----------- -----------
Balance September 29, 2002 $ 3,540,000 $ 1,396,000 $ 4,936,000
=========== =========== ===========
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 administrative
activities (e.g., cash management, payroll, legal services and the like) are
included within housewares/small appliances for all periods presented.
(in thousands)
-------------------------------------------------------------
Housewares/
Small Defense Absorbent
Appliances Products Products *** Total
---------- -------- ------------ -----------
Quarter ended September 29, 2002
External net sales $ 24,997 $ 2,091 $ 1,541 $ 28,629
Gross profit 4,776 718 283 5,777
Operating profit (loss) (874) 565 106 (203)
Total assets 257,350 12,183 7,177 276,710
Depreciation 289 25 200 514
Capital expenditures 301 437 16 754
Quarter ended September 30, 2001
External net sales $ 24,276 $ 2,805 $ - $ 27,081
Gross profit 5,765 574 - 6,339
Operating profit 331 439 - 770
Total assets 266,814 9,199 - 276,013
Depreciation and amortization 816 22 - 838
Capital expenditures 272 35 - 307
Nine Months ended September 29, 2002
External net sales $ 61,648 $ 6,278 $ 4,018 $ 71,944
Gross profit 10,841 2,014 292 13,147
Operating profit (loss) (7,636)* 1,537 (313) (6,412)
Total assets 257,350 12,183 7,177 276,710
Depreciation 752 73 594 1,419
Capital expenditures 1,252 648 78 1,978
Nine Months ended September 30, 2001
External net sales $ 59,992 $ 4,693 $ - $ 64,685
Gross profit 11,338 1,029 - 12,367
Operating profit (loss) (2,630) 701** - (1,929)
Total assets 266,814 9,199 - 276,013
Depreciation and amortization 2,898 49 - 2,947
Capital expenditures 2,208 67 - 2,275
* The 2002 nine 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 nine months ended September 30, 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 nine months
ended September 30, 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 does not 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 or it
might be required to register as an investment company. The obligations upon
registration are many and could include: 1) possible imposition of significant
additional reporting requirements (a burden which would not be imposed upon its
competitiors); 2) potential regard in the market as a closed end mutual fund
which could result in a trading price sharply discounted from net asset value;
3) possible limitations on the use of capital and earnings which could inhibit
or terminate commercial business growth.
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 - ACCUMULATED OTHER COMPREHENSIVE INCOME
- -----------------------------------------------
The $596,000 of accumulated comprehensive income reflects the fair value
adjustment, net of the tax effect of $321,000, of available-for-sale marketable
security investments. Total comprehensive income was $463,000 for the nine month
period ended September 29, 2002 and $5,147,000 for the nine month period ended
September 30, 2001. Accumulated comprehensive income presentation has been
conformed for all periods to the September 29, 2002 presentation.
NOTE F - ADOPTION OF NEW ACCOUNTING STANDARDS
- ---------------------------------------------
Goodwill and Intangible Assets:
In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) 141, "Business Combinations", and SFAS
142, "Goodwill and Other Intangible Assets". SFAS 141 is effective for all
business combinations completed after June 30, 2001. SFAS 142 is effective for
fiscal years beginning after December 15, 2001; however, certain provisions of
this Statement apply to goodwill and other intangible assets acquired between
July 1, 2001 and the effective date of SFAS 142. The Company has adopted the
provisions of SFAS 142 as of January 1, 2002.
As a result of adopting SFAS No. 141 and SFAS No. 142, the Company's accounting
policies for goodwill is described below (the Company had no intangible assets
on January 1, 2002):
Goodwill:
The Company recognizes the excess cost of an acquired entity over the net amount
assigned to assets acquired and liabilities assumed as goodwill. Goodwill will
be tested for impairment on an annual basis and between annual tests whenever
there is an impairment indicated. Impairment losses will be recognized whenever
the implied fair value of goodwill is less than its carrying value. Prior to
January 1, 2002, goodwill was amortized over 15 years. Beginning January 1,
2002, goodwill is no longer amortized.
During the second quarter of fiscal 2002, the Company performed the transitional
impairment test of goodwill. The impairment testing did not indicate an
impairment of goodwill at January 1, 2002.
The Company's carrying amount, net of accumulated amortization, for goodwill as
of September 29, 2002 and December 31, 2001 was $3,556,000 and relates to its
Defense Products segment.
The following table presents a reconciliation of net earnings (loss) and
earnings (loss) per share, as reported in the financial statements, to those
amounts adjusted for goodwill determined in accordance with the provisions of
SFAS 142.
Three Months ended Sept. 29, Nine Months ended Sept. 29,
---------------------------- ---------------------------
(In thousands of dollars except per share amounts)
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net earnings (loss) as reported $ 893 $ 2,137 $ (384) $ 4,766
Add back: goodwill amortization - 63 - 147
----------- ----------- ----------- -----------
Adjusted net earnings (loss) $ 893 $ 2,200 $ (384) $ 4,913
=========== =========== =========== ===========
Basic earnings (loss) per share:
As reported $ 0.13 $ 0.31 $ (0.06) $ 0.69
Change in amortization expense - 0.01 - 0.02
----------- ----------- ----------- -----------
Adjusted basic earnings (loss)
per share $ 0.13 $ 0.32 $ (0.06) $ 0.71
=========== =========== =========== ===========
Diluted earnings (loss) per share:
As reported $ 0.13 $ 0.31 $ (0.06) $ 0.69
Change in amortization expense - 0.01 - 0.02
----------- ----------- ----------- -----------
Adjusted diluted earnings (loss)
per share $ 0.13 $ 0.32 $ (0.06) $ 0.71
=========== =========== =========== ===========
Other New Pronouncements:
On January 1, 2002 the Company adopted SFAS 144 Accounting for the Impairment or
Disposal of Long-Lived Assets. The adoption of SFAS 144 did not have a material
effect on the Company's consolidated financial statements.
In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities". SFAS No. 146 addresses accounting and processing
for costs associated with exit or disposal activities and modifies Emerging
Issues Task Force (EITF) Issue 94-3. SFAS No. 146 requires the recognition of a
liability for certain costs associated with an exit or disposal activity when
the liability is incurred versus the date the Company commits to an exit plan.
In addition, SFAS No. 146 states the liability should be initially measured at
fair value. The requirements of SFAS No. 146 are effective for exit or disposal
activities that are initiated after December 31, 2002. The adoption of SFAS No.
146 will not have a material effect on the Company's consolidated financial
position or results of operations.
NOTE G - RECENTLY PASSED LEGISLATION
- ------------------------------------
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002
(the "Act"), which immediately impacts Securities and Exchange Commission
registrants, public accounting firms, lawyers and securities analysts. It has
far reaching effects on the standards of integrity for corporate management,
board of directors, and executive management. Additional disclosures,
certifications and possibly procedures will be required of the Company. The
Company does not expect any material adverse effects as a result of the passage
of this legislation; however, the full scope of the Act has not been determined.
- --------------------------------------------------------------------------------
The foregoing information for the periods ended September 29, 2002, and
September 30, 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 AND 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 the impact that 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 Third 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 September 29, 2002 and September 30, 2001.
Net sales increased by $1,548,000 from $27,081,000 to $28,629,000 or 6%.
The Housewares / Small Appliance Division net sales increased primarily from
unit volume. Likewise the Defense Products Division net sales decreased
primarily due to decreased 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 decreased $562,000 from $6,339,000 to $5,777,000. For the
Housewares / Small Appliance Division the reduction in gross profit reflected
primarily less favorable manufacturing efficiencies (stemming from plant
shutdown) experienced at the Company's manufacturing plants partially offset by
the $1,177,000 partial liquidation of the LIFO inventory reserve discussed in
Note B. See Note B for additional discussion related to plant closing
activities. 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 Housewares/Small Appliance Division of 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.
Other income, principally interest, decreased $766,000 from $1,846,000 to
$1,080,000 primarily due to reduced yields.
Earnings before provision for income taxes decreased $1,739,000 from
$2,616,000 to 877,000. The income tax provision decreased from $479,000 to a tax
benefit of $16,000, which resulted in an effective income tax rate of 18% in
2001 and a tax benefit of 2% in 2002. The Company's effective income tax rate is
significantly affected by non-taxable interest income. Net earnings decreased
$1,244,000 from $2,137,000 to $893,000, or 58%.
Comparison First Nine 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 nine months
ended September 29, 2002 and September 30, 2001.
Net sales increased by $7,259,000 from $64,685,000 to $71,944,000 or 11%.
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 seven 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 $780,000 from $12,368,000 to $13,147,000 or 19%
versus 18% as a percentage of net sales. For the Housewares / Small Appliance
Division the gross profit decreased primarily as result of less favorable
manufacturing efficiencies experienced at the Company's manufacturing facilities
partially offset by the $1,177,000 partial liquidation of the LIFO inventory
reserve discussed in Note B. See Note B for additional discussion related to
plant closing activities. 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 seven 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 Third Quarter
comparison also applies to the first nine months.
Other income, principally interest, decreased $2,668,000 from $6,495,000 to
$3,827,000 primarily related to lower interest rates in 2002 compared to 2001.
However, the average daily investment decreased from $202,831,000 to
$191,354,000 primarily as a result of business acquisitions and the purchase of
treasury stock during 2001.
Earnings before provision for income taxes decreased $7,151,000 from
earnings of $4,566,000 to a loss of $2,585,000. The income tax benefit increased
from $200,000 to $2,201,000, which resulted in an effective income tax benefit
rate of 4% in 2001 and 85% in 2002. The Company's income tax rate is
significantly affected by non-taxable interest income. Net earnings decreased
$5,150,000 from earnings of $4,766,000 to a loss of $384,000, or 108%.
Liquidity and Capital Resources
- -------------------------------
Cash used in operating activities was $1,512,000 during the first nine
months of 2002 compared to $20,525,000 in the comparable period in the prior
year. The principle factors behind the reduced cash usage are the changes in the
components of working capital listed in the statement of cash flows under the
line, "Cash Flows from Operating Activities". As with any liquidation of a book
reserve, the Company's LIFO inventory reserve liquidation referenced in Note B
did not generate cash. Cash flows from investing activities were $14,615,000,
principally flowing from the sale or maturity of marketable securities.
Financing activity cash flows consisted of a dividend payment of $6,290,000. As
a result of the foregoing factors, cash and cash equivalents rose by $6,813,000
to $90,690,000.
Working capital decreased by $6,717,000 to $200,888,000 at September 29,
2002. The Company's current ratio was 5.4 to 1.0 at September 29, 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 $384,000.
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.
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 September 29, 2002, there were no
material capital commitments outstanding.
NEW ACCOUNTING PRONOUNCEMENTS
- -----------------------------
Please refer to Note F 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 money market funds and 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.
Item 4
CONTROLS AND PROCEDURES
The Company's management, including the Chief Executive Officer and Chief
Financial Officer, have conducted an evaluation of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the "1934
Act") within 90 days prior to the filing date of this quarterly report. Based on
that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in ensuring that information required to be disclosed by the Company
in the reports it files or submits under the 1934 Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms.
There have been no significant changes in internal controls, or in other
factors that could significantly affect internal controls, subsequent to the
date the Chief Executive Officer and Chief Financial Officer completed their
evaluation.
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:
On July 15, 2002 the Company filed a Form 8-K reporting under Item 9.
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: November 13, 2002 /S/ M. J. Cohen
----------------------------------------------
M. J. Cohen, Chair of the Board and
President (Principal operating officer)
Date: November 13, 2002 /S/ R. F. Lieble
----------------------------------------------
R. F. Lieble, Chief Financial Officer and
Treasurer (Principal accounting officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Maryjo Cohen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of National Presto
Industries, 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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) 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 officer 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 officer 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: November 13, 2002 /S/ M.J. Cohen
-------------------------------
M.J. Cohen
Chief Executive Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Randy F. Lieble, certify that:
1. I have reviewed this quarterly report on Form 10-Q of National Presto
Industries, 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 officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) 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 officer 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 officer 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: November 13, 2002 /S/ R. F. Lieble
-------------------------------
R. F. Lieble
Chief Financial Officer
NATIONAL PRESTO INDUSTRIES, INC.
EXHIBIT INDEX
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