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National Presto Industries 10-K 2007
National Presto Industries, Inc. Form 10-K Dated December 31, 2006

1

 
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 


FORM 10-K


 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

or

o 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
incorporation or organization)

(IRS Employer
Identification Number)

 

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange
on which registered

$1.00 par value common stock

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:

NONE

 


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o

No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o

No x

 

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 o

No x*

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or any amendment to the Form 10-K.  x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

 

Accelerated filer x

 

Non-accelerated filer o

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o

No x

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $426,199,130.

 

The number of shares outstanding of each of the registrant’s classes of common stock, as of June 29, 2007 was 6,836,688.

 

* The following reports have not been filed: Three quarterly Form 10-Q reports for 2006, one annual Form 10-K report for 2006, and two quarterly Form 10-Q reports for 2007.

 


 
 



2

 

PART I

 

ITEM 1.

BUSINESS

 

 

A.

DESCRIPTION OF BUSINESS

 

The business of National Presto Industries, Inc., and its consolidated subsidiaries (the “Company”) consists of three business segments. For a further discussion of the Company’s business and the segments in which it operates please refer to Footnote N in the Notes to Consolidated Financial Statements. The Housewares/Small Appliance segment designs, markets and distributes housewares and small electrical appliances, including pressure cookers and canners, kitchen electrics, and comfort appliances. The Defense Products segment manufactures precision mechanical and electro-mechanical assemblies, medium caliber cartridge cases, and performs Load, Assemble and Pack (LAP) operations on ordnance related products for the U.S. government and prime contractors. The Absorbent Products segment manufactures and sells primarily private label diapers and adult incontinent products.

 

1. Housewares/Small Appliance Segment

Housewares and electrical appliances sold by the Company include pressure cookers and canners; the Presto Control Master® heat control single thermostatic control line of fry pans in several sizes, griddles and multi-purpose cookers; deep fryers of various sizes; pizza ovens, slicer/shredders; curly cutters; electric heaters; corn poppers (hot air and microwave); microwave bacon cookers; coffeemakers; single serve coffee pod holders; electric tea kettles; lemonade makers; electric knife sharpeners; shoe polishers; and timers. Pressure cookers and canners are available in various sizes and are fabricated of aluminum and, in the case of cookers, of stainless steel, as well.

 

For the year ended December 31, 2006, approximately 25% of consolidated net sales were provided by cast products (fry pans, griddles, deep fryers and multi-cookers), and approximately 14% by noncast/thermal appliances (stamped cookers and canners, stainless steel cookers, pizza ovens, corn poppers [hot air and microwave], coffeemakers, microwave bacon cookers, tea kettles, and heaters). For the year ended December 31, 2005, approximately 36% of consolidated net sales were provided by cast products (fry pans, griddles, grills, deep fryers and multi-cookers), and approximately 20% by noncast/thermal appliances (stamped cookers and canners, stainless steel cookers, pizza ovens, corn poppers [hot air and microwave], coffeemakers, microwave bacon cookers, tea kettles, and heaters). For the year ended December 31, 2004, approximately 44% of consolidated net sales were provided by cast products, and approximately 21% by noncast/thermal appliances.

 

For the years ended December 31, 2006, 2005, and 2004, this segment had one customer which accounted for 10% or more of Company consolidated net sales. That customer was Wal-Mart Stores which accounted for 15% in 2006, 27% in 2005, and 30% in 2004 of consolidated net sales. The loss of Wal-Mart Stores as a customer would have a material adverse effect on the segment.

 

Products are sold directly to retailers throughout the United States and also through independent distributors. Although the Company has long established relationships with many of its customers, it does not have long-term supply contracts with them. The loss of, or material reduction in, business from any of the Company’s major customers could adversely affect the Company’s business (see Footnote J in the Notes to Consolidated Financial Statements).

 

The Company has a sales force of 11 employees that sell to and service most customers. A few selected accounts are handled by manufacturers’ representatives who may also sell other product lines. Sales promotional activities are conducted through the use of television, and newspaper advertising. The Company’s business is highly competitive and seasonal, with the normal peak sales period occurring in the fourth quarter of the year prior to the holiday season. Many companies compete for sales of housewares and small electrical appliances, some of which are larger than the Company and others which are smaller. Product competition extends to special product features, product pricing, marketing programs, warranty provisions, service policies and other factors. New product introductions are an important part of the Company’s sales to offset the morbidity rate of other products and/or the effect of lowered acceptance of seasonal products due to weather conditions. New products entail unusual risks. Engineering and tooling costs are increasingly expensive, as are finished goods that may not have a ready market or achieve widespread consumer acceptance. High-cost advertising commitments accompanying such new products or to maintain sales of existing products may not be fully absorbed by ultimate product sales. Initial production schedules, set in advance of introduction, carry the possibility of excess unsold inventories. New product introductions are further subject to delivery delays from supply sources, which can impact availability for the Company’s most active selling periods.

 




3

 

Research and development costs related to new product development for the years 2006, 2005, and 2004 were absorbed in operations of these years and were not a material element in the aggregate costs incurred by the Company.

 

Products are generally warranted to the original owner to be free from defects in material and workmanship for a period of one to twelve years from date of purchase. The Company allows a sixty-day over-the-counter initial return privilege through cooperating dealers. Products are serviced through a corporate service repair operation. The Company’s service and warranty programs are competitive with those offered by other manufacturers in the industry.

 

The Company primarily warehouses and distributes its products from distribution centers located in Canton and Jackson, Mississippi. Selective use is made of leased tractors and trailers.

 

The Company invests funds not currently required for business activities (see Footnote A(3) in the Notes to Consolidated Financial Statements). Income from invested funds is included in Other Income in the accompanying financial statements.

 

Earnings from investments may vary significantly from year to year depending on interest yields on instruments meeting the Company’s investment criteria, and the extent to which funds may be needed for internal growth, acquisitions, newly identified business activities, and reacquisition of Company stock.

 

 

2. Defense Products Segment

AMTEC Corporation was acquired on February 24, 2001, and manufactures precision mechanical and electro-mechanical products for the U.S. Department of Defense (DOD) and DOD prime contractors. AMTEC’s 72,000 square-foot manufacturing facility, located in Janesville, Wisconsin, is focused on producing niche market ordnance products (such as training ammunition, fuzes, firing devices, and initiators). Spectra Technologies LLC, a subsidiary of AMTEC, was acquired on July 31, 2003, and is engaged in the manufacture, distribution, and delivery of munitions and ordnance-related products for the DOD and DOD prime contractors. Spectra maintains 117,000 square feet of space located in East Camden, Arkansas, dedicated primarily to the performance of Load, Assemble, and Pack (LAP) type work. Amron, a division of AMTEC, was acquired on January 30, 2006, and manufactures cartridge cases for the DOD and DOD prime contractors. Amron’s 179,000 square-foot facility, located in Antigo, Wisconsin, is focused on producing cartridge cases used in medium caliber (20-40 mm) ammunition. (See Footnote L.)

 

The Defense Products segment competes for its business primarily on the basis of technical competence, product quality, manufacturing experience, and price. This segment operates in a highly competitive environment with many other organizations, some of which are larger and others that are smaller.

 

On April 29, 2005, AMTEC Corporation was awarded the high-volume, prime contract for the Army’s five year 40mm systems program. The Army selected AMTEC as one of two prime contractors that will be responsible for supplying all requirements for 40mm practice and tactical ammunition rounds for a period of five years. The Army estimated the entire contract, if all of the options are exercised, to be $1.3 billion. AMTEC projects that its deliveries to the Army over the five year period will exceed $500,000,000. Deliveries under the systems program were $57,000,000 during 2006. Through August 24, 2007, the government base and supplemental awards under the 40mm program to AMTEC total $331.3 million.

 

During 2006, almost all of the work performed by this segment directly or indirectly for the DOD was performed on a fixed-price basis. Under fixed-price contracts, the price paid to the contractor is awarded based on competition at the outset of the contract and therefore is generally not subject to adjustments reflecting the actual costs incurred by the contractor. The defense segment’s contracts and subcontracts contain the customary provision permitting termination at any time for the convenience of the government, with payment for any work completed, associated profit, and inventory/work in process at the time of termination.

 




4

 

3. Absorbent Products Segment 

The first Absorbent Products segment business (Presto Absorbent Products, Inc.) was acquired on November 21, 2001. At that time, Presto Absorbent Products manufactured primarily private label diapers. On October 6, 2003, the Company purchased the assets of NCN Hygienic Products, Inc., a Marietta, Georgia company which manufactured adult incontinence products and pads for dogs, which were likewise primarily private label products. The absorbent products business is capital intensive and substantial investment in new equipment was made during 2004 and 2005. New equipment is extremely complex. Not only is considerable time required to secure and install the equipment, but even more time is required to develop the requisite employee skill sets to utilize the equipment efficiently. Sales channels must be in place to sell the increased production that results from improved efficiency in operations.

 

During the fourth quarter of 2006, in order to enhance the absorbent segment’s long-term manufacturing efficiencies, the Company decided to consolidate its adult incontinence production capabilities and, as a result, began the process of relocating its adult incontinence manufacturing equipment from its Marietta, Georgia facility to its Eau Claire, Wisconsin facility. In addition, the Company made a decision to discontinue the manufacture of dog pads, a business which did not fit the long-term Absorbent Segment strategy. This transition was largely completed by the end of the first quarter of 2007. See Footnote M.

 

Unlike the housewares/small appliance business, the absorbent product business is not seasonal. To the extent there are variations from month to month, that is primarily a function of customer promotional timing. As private label products tend to emulate branded product as much as possible, new product development is important, but is largely limited to providing features similar to those found in national branded product. Research and development costs are absorbed in operations.

 

The absorbent product business is very competitive. There are several competitors, most of which are larger than the Company. Product competition is largely based on product pricing, quality, and features.

 

Product cost is heavily influenced by commodity costs which include wood pulp, as well as many petroleum based products, and by equipment operating speed, efficiency, and utilization.

 

Advertising is typically the responsibility of the owner of the private label and is thus minimal. Most sales are currently handled through distributor/broker arrangements. Production for the most part is done to order.

 

For the years ended December 31, 2006, 2005 and 2004, this segment had one customer, Medline Industries Holdings LP, which accounted for 14%, 14% and 11% of consolidated net sales. The loss of Medline Industries Holdings LP as a customer would have a material adverse effect on the segment.

 

 

B.

OTHER COMMENTS

 

1. Sources and Availability of Materials 

See Footnote J in the Notes to the Consolidated Financial Statements.

 

2. Trademarks, Licenses, Franchises and Concessions Held

Patents, particularly on new products, trademarks and know-how are considered significant. The Company’s current and future success depends upon judicial protection of its intellectual property rights (patents, trademarks and trade dress). Removal of that protection would expose the Company to competitors who seek to take advantage of the Company’s innovations and proprietary rights. The Company has dozens of U.S. and foreign patents pending and granted. Of those U.S. patents granted, the following is a non-exclusive list of those relevant to current products and their expiration dates, assuming continued payment of maintenance fees (the date is the latest expiration date of the corresponding patents): Quick Release Appliance Cord Assemblies (US 6,719,576 and 6,527,570, October 2021), Rotatable Cooking Apparatus (US 6,125,470 and 6,354,194, March 2019), Food Processor (5,680,997, October 2014), Microwave Corn Popper Device and Methods (5,357,879, November 2013), Heater (D456,500, April 2016), and Parabolic Heater (D456,067, April 2016). To date, the Company has vigorously protected its rights and enjoyed success in all its intellectual property suits.

 

3. Effects of Compliance with Environmental and OSHA Regulations

In May 1986, the Company’s Eau Claire, Wisconsin, site was placed on the United States Environmental Protection Agency’s (EPA) National Priorities List (NPL) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) because of alleged hazardous waste deposited on the property. At year end 1998, all remediation projects at the Eau Claire, Wisconsin, site had been installed, were fully operational, and restoration activities had been completed.

 




5

 

Based on factors known as of December 31, 2006, it is believed that the Company’s existing environmental accrued liability reserve will be adequate to satisfy on-going remediation operations and monitoring activities; however, should environmental agencies require additional studies or remediation projects, it is possible the existing accrual could be inadequate.

 

Management believes that in the absence of any unforeseen future developments, known environmental matters will not have any material effect on the results of operations or financial condition of the Company.

 

4. Number of Employees of the Company

As of December 31, 2006, the Company had 988 employees compared to 552 employees at the end of December 2005. The increase was in large part due to the additional employees at the Defense segment stemming from the acquisition of Amron. The workforce at AMTEC and Spectra was also augmented in keeping with the additional workload at these facilities, as was the Absorbent Product segment’s work force in order to staff the new equipment installed during 2005.

 

The employees of Amron are members of the United Steel Workers union. The contract between Amron and the union has been extended from March 1, 2007 through February 28, 2010.

 

5. Industry Practices Related to Working Capital Requirements

The major portion of the Company’s sales were made with terms of 90 days or shorter.

 

For the Housewares/Small Appliance segment, inventory levels increase in advance of the selling period for products that are seasonal, such as pressure canners, heaters, and major new product introductions. Inventory build-up also occurs to create stock levels required to support the higher sales that occur in the latter half of each year. Buying practices of the Company’s customers require “just-in-time” delivery, necessitating that the Company carry large finished goods inventories.

 

The multiple stock keeping units inherent in the private label absorbent product business, combined with the desire to minimize machine changeover to maximize efficiency, necessitates the carrying of a large finished goods inventory in the Absorbent Product segment as well.

 

The ability to meet U.S. Department of Defense demands also necessitates the carrying of large inventories in the defense segment.

 

6. Order Backlog

Shipment of most of the Company’s Housewares/Small Appliance Products occurs within a relatively short time after receipt of the order and, therefore, there is usually no substantial order backlog. New product introductions may result in order backlogs that vary from product to product and as to timing of introduction.

 

Contract backlog of the Defense segment was approximately $260,000,000 at December 31, 2006, $150,000,000 at December 31, 2005 and $43,000,000 at December 31, 2004. Backlog is defined as the value of funded orders from the customer less the amount of sales recognized against the funded order. It is anticipated that the backlog will be performed during a 14 to 18-month period, after December 31, 2006.

 

Shipment of Absorbent Products typically occurs within 15 to 60 days from receipt of an order and thus there is usually no substantial long term backlog of orders.

 

 

C.

DISPOSAL ACTIVITIES

 

See Footnote M in the Notes to the Consolidated Financial Statements.

 

 

D.

ACQUISITIONS

 

See Footnote L in the Notes to the Consolidated Financial Statements.

 




6

 

 

E.

AVAILABLE INFORMATION

 

The Company has a web site at www.gopresto.com. The contents of the Company’s web site are not part of, nor are they incorporated by reference into this annual report.

 

The Company does not make available on its web site its annual reports on Form 10-K or 10-K/A, quarterly reports on Form 10-Q, current reports on Form 8-K, or amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act because those reports are already readily available to the public on the SEC web site at www.sec.gov. The Company does provide paper copies of its annual report free of charge upon request.

 

ITEM 1A.

RISK FACTORS

 

The Company’s three operating business segments described above are all subject to a number of risk factors, the occurrence of any one or more of which could have a significant adverse impact on the business, financial condition, or results of operations. While some of the more significant, but not all, risks faced by each operating segment are identified below, it should be recognized that as noted elsewhere herein, there are other risks and circumstances that could also adversely impact the operating results of each segment and the Company as a whole.

 

Housewares/Small Appliances

This segment operates in a highly competitive and extremely price sensitive environment. Therefore, increased costs that cannot be fully absorbed into the price of products or passed along in the form of price increases to the retail customer can have a significant adverse impact on operating results. Loss of the Division’s largest customer, Wal-Mart, or a significant reduction in business with this customer, could have a serious adverse impact on overall performance. Similarly, the loss of, or material reduction in, business from any of this Division’s other major customers could prove detrimental to this segment’s operations. Housewares/Small Appliances is also dependent upon a handful of key suppliers based in the Orient for finished product. The inability of one or more of these manufacturers to provide quality product on a timely basis could be both costly and disruptive. The sales of this Division are also dependent upon the strength of the United States retail markets and consumer spending, in general, particularly during the key Christmas selling season. Since all of this segment’s finished goods are produced in the Orient, primarily China, this Division could also be adversely affected by changes in trade relations with China, currency fluctuations, or interruptions in international shipments.

 

Defense

The opportunity for this segment to obtain business is largely dependent upon competitive bidding and U.S. government defense spending. If successful in obtaining a bid, the work awarded is usually subject to a firm fixed price contract that provides little, if any, economic relief for changed conditions or circumstances that are detrimental to the contractor. In addition, with the award of the 40mm systems contract, key components and services are provided by third party subcontractors, several of which the segment is required to work with by government edict. Under the contract, the segment is responsible for the performance of those subcontractors many of which it does not control. Contracts that are obtained must be performed on time, with quality product that is produced within previously projected cost parameters. In any kind of a production milieu, there is always the concern that equipment will fail or not work properly or that a work stoppage may occur. It should be noted that one of the facilities (Amron) has a unionized work force. In addition, any contract with the United States Government, whether direct or indirect, is subject to termination for the convenience of the Government, a provision that is unique to government contracts. There is also the risk that contracts with the Government may not be funded or the risk that there will be a change in requirements resulting in significant reductions in overall quantities or a stretch out of previously planned delivery schedules.

 

Absorbent Products

In addition to being highly capital intensive, this business segment utilizes complex technology and equipment that can be time consuming to receive, install, and then become fully operable on a consistent and reliable basis. It is highly competitive with low margins, where volume is critical. Therefore, it becomes essential to develop and operate at a maximum capacity and to achieve high efficiency in order to provide bottom line results. Loss of its largest customer, or a significant reduction in volume from that customer, could adversely impact the Division. Product pricing and overall performance is extremely sensitive to material commodity costs, including such items as wood pulp and petroleum based products. Freight and energy costs can also have a significant impact on overall results.

 




7

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS

 

None

 

ITEM 2.

PROPERTIES (Owned Except Where Indicated)

 

The Company’s Eau Claire facility is approximately 470,000 square feet. Presto Absorbent Products, Inc. leases approximately 320,000 square feet of this area. Leases for 12,500 square feet of this area have been entered into with outside tenants. The Company’s corporate office occupies the balance of the space in Eau Claire.

 

The Company also has Defense manufacturing facilities located in Janesville and Antigo, Wisconsin, and East Camden, Arkansas; Absorbent Products manufacturing facilities located in Marietta, Georgia; and two warehousing facilities located in Jackson and Canton, Mississippi used in the Housewares/Small Appliance segment. Consolidation of the Company’s Absorbent Products manufacturing activities with the manufacturing activities in the Eau Claire facility was in progress as of December 31, 2006, and has since been completed. The Marietta, Georgia facility has been closed. (See Note M in the Notes to the Consolidated Financial Statements). The Company leases 60,000 square feet of warehouse space in Chippewa Falls, Wisconsin for use in the Absorbent Products segment.

 

The Janesville, Wisconsin facility is comprised of approximately 72,000 square feet and the Antigo, Wisconsin facility is comprised of approximately 179,000 square feet. The East Camden, Arkansas operation leases approximately 117,000 square feet. The Marietta, Georgia facility contains 104,000 square feet of leased space, and its use, as noted above and in Note M, has been discontinued.

 

The Jackson facility contains 283,000 square feet. The Company leases a 191,900 square foot building in Canton, Mississippi which is used primarily for warehousing and distribution and some activities for product service functions. An additional 72,200 square feet has been leased in adjacent buildings for warehousing.

 

The facilities in use for each of the segments are believed to be adequate for their ongoing business needs.

 

ITEM 3.

LEGAL PROCEEDINGS

 

See Footnote I in the Notes to the Consolidated Financial Statements.

See Item 1.B.3. for information regarding certain environmental matters.

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted to a vote of security holders during the quarter ended December 31, 2006.

 

PART II

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Record of Dividends Paid and Market Price of Common Stock

 

 

 

2006

 

2005

 

 

 

Applicable
Dividends Paid

 

Market Price

 

Applicable
Dividends Paid

 

Market Price

 

 

 

per Share

 

High

 

Low

 

per Share

 

High

 

Low

 

First Quarter

 

$

2.12

 

$

49.33

 

$

41.28

 

$

1.67

 

$

45.51

 

$

39.59

 

Second Quarter

 

 

 

 

61.33

 

 

48.64

 

 

 

 

45.47

 

 

38.85

 

Third Quarter

 

 

 

 

56.70

 

 

49.60

 

 

 

 

48.35

 

 

42.60

 

Fourth Quarter

 

 

 

 

62.65

 

 

54.23

 

 

 

 

47.35

 

 

42.65

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Full Year

 

$

2.12

 

$

62.65

 

$

41.28

 

$

1.67

 

$

48.35

 

$

38.85

 

 

Common stock of National Presto Industries, Inc. is traded on the New York Stock Exchange under the symbol “NPK”. As of August 15, 2007, there were 425 holders of record of the Company’s common stock. This number does not reflect shareholders who hold their shares in the name of broker dealers or other nominees. During the fourth quarter of 2006, the Company did not purchase any of its equity securities.

 




8

 

EQUITY COMPENSATION PLAN INFORMATION

 

The following table sets forth information with respect to the Company’s equity compensation plans as of December 31, 2006.

 

 

 

(a)

 

(b)

 

(c)

 

Plan category

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights

 

Weighted-average exercise price of outstanding options, warrants and rights

 

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

 

 

 

 

 

 

 

 

 

 

Equity compensation plans approved by security holders

 

500

 

$

38.63

 

 

 

 

 

 

 

 

 

 

 

Equity compensation plans not approved by security holders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

500

 

$

38.63

 

 

 

 









9

 

Performance Graph

The performance graph compares cumulative five-year shareholder returns on an indexed basis with the Standard and Poor’s 500 Composite Index (the “S&P 500 Index”), the Former Peer Group comprised of small appliance industry competitors, and a New Peer Group comprised of companies with a December 31, 2006, market capitalization similar to the Company. The Company adopted the New Peer Group because it is unable to reasonably identify a peer group based on its industries or lines of business. The companies comprising the Peer Groups are set forth at the bottom of this page. The performance graph is not necessarily indicative of future performance.

 

 

Assumes $100 invested on December 31, 2001, in National Presto Industries, Inc. common stock, the S&P 500 Index‚ and the Peer Groups. Total return assumes reinvestment of dividends.

 

Former Peer Group Companies: Salton, Inc., and Applica, Inc.

 

New Peer Group Companies: Alvarion Ltd, Cache, Inc., Covad Communications Group, Flow International Corp., GSI Group, Inc., Harvest Natural Resources, Inphonic, Inc., Marchex, Inc., Marten Transport, Ltd., Methode Electronics, Inc.-Class A, Nabi Biopharmaceuticals, Peru Copper, Inc., Pharmanet Development Group, Inc., Sify Limited-ADRs, Smith & Wesson Holding Corp., Symmetricom, Inc., Toreador Resources Corp., and Webmethods, Inc.

 

 




10

 

ITEM 6.

SELECTED FINANCIAL DATA

 

 

 

(in thousands except per share data)

 

For the years ended December 31,

 

2006

 

2005

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

304,681

 

$

184,565

 

$

158,956

 

$

125,744

 

$

124,784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

27,960

 

 

16,417

*

 

15,441

*

 

15,477

*

 

8,690

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings per share – Basic

 

 

4.09

 

 

2.41

*

 

2.26

*

 

2.27

*

 

1.27

*

Net earnings per share – Diluted

 

 

4.09

 

 

2.40

*

 

2.26

*

 

2.27

*

 

1.27

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

344,976

 

 

307,415

 

 

302,006

 

 

298,565

 

 

289,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid per common share applicable to current year

 

 

2.12

 

 

1.67

 

 

1.17

 

 

0.92

 

 

0.92

 

 

*

Net earnings for 2005 reflect the impairment of the Absorbent Segment goodwill of 2,550,000 ($.37 per basic share), after tax. For 2004 the net effect of the reversal of the LIFO reserve resulted in a net comparative earnings decline of $2,695,000 or $.40 per share which was in part offset by the absence of the $1,137,000 ($.17 per share) plant closing charge taken in 2003. The impact of the pension termination resulted in a net comparative earnings decline of $1,371,000 or $.20 per share. 2003 net earnings reflect after tax charges of $1,137,000 ($.17 per share) related to plant closing expenses and $817,000 ($.12 per share) related to converting a defined benefit pension plan into a defined contribution plan, which were more than offset by the partial reversal of the LIFO reserve stemming from the shut down of domestic plants, net of tax, $3,122,000 ($.46 per share). 2002 includes $2,843,000 — $.42 per share for after-tax expenses relating to plant closings. 2002 earnings also reflect $1,040,000 or $.15 per share after-tax charge primarily related to the early retirement of long term employees. The 2002 expenses were largely offset ($3,259,000 or $.48 per share after-tax) by the partial reversal of the LIFO reserve stemming from the shutdown of the domestic manufacturing plants.

 

 






11

 

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-looking statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, elsewhere in this Form 10-K, in the Company’s 2006 Annual Report to Shareholders, in the Proxy Statement for the annual meeting held May 16, 2006, and in the Company’s press releases and oral statements made with the approval of an authorized executive officer 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; 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; increases in material, freight/shipping, or production cost which cannot be recouped in product pricing; delays or interruptions in shipping or production from machine issues work or labor disruptions stemming from a unionized work force; changes in government requirements and funding of government contracts, failure of subcontractors or vendors to perform as required by contract; and the efficient start-up and utilization of capital equipment investments. Additional information concerning these and other factors is contained in the Company’s Securities and Exchange Commission filings, copies of which are available from the Company without charge.

 

2006 COMPARED TO 2005

 

Readers are directed to Note N, “Business Segments” for data on the financial results of the Company’s three business segments for the years ended December 31, 2006 and 2005.

 

On a consolidated basis, sales were up by $120,116,000 (65%), gross margins up by $18,062,000 (47%), and selling and general expense up by $5,361,000 (37%). Other income, principally interest, increased slightly by $4,000, earnings before provision for income taxes increased by $16,353,000 (68%), and net earnings by $11,543,000 (70%). Details concerning these changes can be found in the comments by segment found below.

 

Housewares/Small Appliances net sales increased $12,468,000 from $111,987,000 to $124,455,000, or 11%, primarily resulting from an increase in units shipped, offset in part by price decreases in the form of additional promotional support. Defense net sales increased by $89,895,000 from $36,954,000 to $126,849,000, or 243%, with approximately 65% of the increase attributable to sales related to the US Department of the Army 40mm systems program and the remaining increase largely stemming from the expansion of the defense segment with the acquisition of Amron, LLC (see Note L). Absorbent Products net sales increased by $17,753,000 from $35,624,000 to $53,377,000, or 50%, reflecting increased volume from the adult incontinence line of products.

 

Housewares/Small Appliance gross profit for 2006 increased $1,834,000 from $30,975,000 to $32,809,000, while gross profit as a percentage of sales decreased from 28% in 2005 to 26% in 2006. Defense gross profit dollars increased $19,198,000 from $9,564,000 to $28,762,000, while the gross profit percentage decreased from 26% to 23%. The increase in gross profit dollars for both segments is primarily attributable to the increased volume referenced above, while the decrease in percentage relates to increased product costs, partially offset by a more favorable product sales mix. Changes in the value of the Chinese currency (Yuan), as more fully explained below, has resulted in an increase in Housewares/Small Appliance product costs. Defense margins were also impacted by an incentive program offered to key executives as an incentive to increase the size of the business. Absorbent products gross profit dropped to a loss of $5,228,000 in 2005. The decline stemmed primarily from increased material costs, increased depreciation costs, and cost inefficiencies of a startup/learning curve nature related to the ramp-up of new state-of-the-art machinery.

 

Until mid-2005 the Yuan had been tied to the U.S. Dollar, but has since been allowed to float and has appreciated in value. With the continued pressure from the United States Congress on the Chinese government to allow the Yuan to appreciate further, coupled with increases in the cost of commodities like aluminum and copper, the Housewares/Small Appliance segment’s product costs in 2006 increased over 2005 levels and has and is expected to continue to increase through 2007. Component and commodity costs for the other segments of the business are not affected to any material degree by changes in exchange rates, however, they too have been impacted by the effect of increased commodity costs stemming from higher petroleum prices and increases in metals like zinc.

 




12

 

Selling and general expenses for the Housewares/Small Appliance and Absorbent Products segments had nominal increases. Defense selling and general expenses increased $4,733,000 reflecting increased compensation and staffing commensurate with the Defense segment’s increased sales and earnings levels, as well as an incentive to key executives to promote rapid growth of the business.

 

The Company tests for goodwill impairment on an annual basis or more frequently, as required. During the 2006 annual goodwill impairment test, goodwill associated with absorbent products segment was deemed to be fully impaired. An additional earn-out amount of $500,000 was accrued based upon certain performance targets met through December 31, 2006. That amount was also written off as impaired goodwill during fourth quarter 2006. A charge to income of $4,148,000 was made for the absorbent segment goodwill impairment during the fourth quarter of 2005. See Note A(8).

 

The above items were responsible for the change in operating profit.

 

Earnings before provision for income taxes increased $16,353,000 from $24,026,000 to $40,379,000. The provision for income taxes increased from $7,609,000 to $12,419,000, which resulted in an effective income tax rate decrease from 32% to 31% largely due to the impact of a research and development credit covering the period 2002 through 2006. Net earnings increased $11,543,000 from $16,417,000 to $27,960,000.

 

2005 COMPARED TO 2004

 

Readers are directed to Note N, “Business Segments” for data on the financial results of the Company’s three business segments for the years ended December 31, 2005 and 2004.

 

On a consolidated basis, sales were up by $25,609,000 (16%), gross profit margins down by $1,785,000 (5%), and selling and general expense down by $2,965,000 (17%). Other income, principally interest, increased by $760,000 (21%), as did earnings before provision for income taxes by $1,320,000 (6%), and net earnings by $976,000. Details concerning these changes can be found in the comments by segment found below.

 

Housewares/Small Appliances net sales increased $5,827,000 from $106,160,000 to $111,987,000, or 6%, primarily resulting from an increase in units shipped. Approximately 75% of the actual volume increase was attributable to new product introductions. Defense net sales increased by $12,419,000 from $24,535,000 to $36,954,000, or 51%, primarily reflecting a unit volume increase resulting from partial fulfillment of an augmented backlog. Absorbent Products net sales increased by $7,363,000 from $28,261,000 to $35,624,000, or 26%, primarily reflecting increased volume from the adult incontinence line of products.

 

Housewares/Small Appliance gross profit for 2005 increased $326,000 from $30,649,000 to $30,975,000, while gross profit as a percentage of sales decreased from 29% in 2004 to 28% in 2005. Defense gross profit dollars increased $1,697,000 from $7,867,000 to $9,564,000, while the gross profit percentage decreased from 32% to 26%. The increase in gross profit dollars for both segments is primarily attributable to the increased volume referenced above, while the decrease in percentage relates to a less favorable product sales mix. Absorbent products gross profit dropped from $1,550,000 in 2004 to a loss of $2,258,000 in 2005. The decline stemmed primarily from cost inefficiencies of a startup/learning curve nature related to the installation of new state-of-the-art machinery, and increased material costs.

 

Housewares/Small Appliance selling and general expenses decreased $4,104,000, with approximately 75% attributable to a decrease in television advertising during 2005. Defense selling and general expenses increased $610,000, reflecting increased compensation and staffing commensurate with the Defense segment’s increased sales and earnings levels. Absorbent Product selling and general expense increased $529,000 stemming mainly from increased administrative costs associated with the expansion of the segment.

 

In the third quarter of 2003, the Company announced its decision to terminate its defined benefit pension plan (see Note G). As a result, the Company recorded a pre-tax charge of $3,528,000 for 2004 upon settlement of the pension obligation. Note G also includes information regarding assumptions used to value the pension plan.

 




13

 

During the fourth quarter of 2005, goodwill for the Absorbent Products segment was deemed impaired because of the declining profitability experienced by one of the reporting units in the segment. Using a multiple of earnings to estimate fair value, it was determined that goodwill was fully impaired. This resulted in a charge to the current year’s earnings of $2,550,000, net of tax.

 

The above items were responsible for the change in operating profit.

 

Other income, principally interest, increased $760,000 reflecting the interest rate increases implemented by the Federal Reserve over the past several quarters, only partially offset by a decrease in average daily investment balance, stemming primarily from the use of funds for the expansion of the Absorbent Products and Defense segments.

 

Earnings before provision for income taxes increased $1,320,000 from $22,706,000 to $24,026,000. The provision for income taxes increased from $7,265,000 to $7,609,000, which resulted in an effective income tax rate of 32% for both years. Net earnings increased $976,000 from $15,441,000 to $16,417,000.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash provided by operating activities was $5,506,000 during 2006 compared to $22,337,000 during the comparable period in the prior year. The principal factors behind the increase can be found in the changes in the components of working capital within the statement of cash flows.

 

Cash used in investing activities was $6,281,000 during 2006 compared to $33,574,000 cash provided during 2005. The change in cash flow is primarily attributable to two factors. First, fewer marketable securities were converted into cash and cash equivalents during 2006 than in 2005, either as a result of tendering of demand instruments with put options or through the maturity of securities. The second contributing factor was the larger cash outlay experienced in 2006 stemming from the acquisition of Amron, LLC (see Note L) compared to the cash outlays in 2005 for equipment used in the expansion of the absorbent products segment and modification of the Jackson, Mississippi plant to a warehousing and shipping facility.

 

Based on the accounting profession’s 2005 interpretation of cash equivalents under FASB Statement No. 95, the company’s variable rate demand notes have been classified as marketable securities. This interpretation, which is contrary to the interpretation that the Company’s representative received directly from the FASB (which indicated it would not object to the Company’s classification of variable rate demand notes as cash equivalents), and subsequent reclassification has resulted in a presentation of the Company’s consolidated balance sheet that the Company believes understates the true liquidity of the Company’s income portfolio. As of December, 31, 2006 and 2005, $70,778,000 and $39,444,000, respectively, of variable rate demand notes are classified as marketable securities. These notes have structural features that allow the Company to tender them at par plus interest within any 7 day period for cash to the notes’ trustees or remarketers, and thus provide the liquidity of cash equivalents.

 

Cash used in financing activities for 2006 and 2005 differed primarily as a result of the $.45 per share increase in the extra dividend paid during those years.

 

As a result of the foregoing factors, cash and cash equivalents decreased in 2006 by $15,327,000 to $46,696,000.

 

Working capital decreased by $2,567,000 to $210,154,000 at December 31, 2006, reflecting an increase in payroll and advertising liabilities stemming from the acquisition of Amron, the increased production activities in the defense and absorbent segments and sales in the housewares/small appliances segment. The Company’s current ratio was 4.3 to 1.0 at fiscal 2006 year-end, compared to 6.3 to 1.0 at the end of fiscal 2005.

 

The Company expects to continue to evaluate acquisition opportunities that align with its business segments and will make further acquisitions, as well as continue to make capital investments in these segments if the appropriate return on investment is projected.

 




14

 

The Company has substantial liquidity in the form of cash and cash equivalents and marketable securities to meet all of its anticipated capital requirements, to make dividend payments, and to fund future growth through acquisitions and other means. The Company intends to continue its investment strategy of safety and short-term liquidity throughout its investment holdings. The interest rate increases over the past several quarters, partially offset by the reduction in the Company’s investment holdings, currently has resulted in increased levels of interest income for the Company. There can be no assurance that interest rates will not decline. The interest rate environment is a function of national and international monetary policies as well as the growth and inflation rates of the U.S. and foreign economies, and is not controllable by the Company.

 

DEFENSE SEGMENT BACKLOG

 

The Company’s Defense segment contract backlog was approximately $260,000,000 at December 31, 2006, and $150,000,000 at December 31, 2005. Backlog is defined as the value of funded orders from the customer less the amount of sales recognized against the funded order. It is anticipated that the backlog will be performed during a 14 to 18-month period.

 

CONTRACTUAL OBLIGATIONS

 

The below table discloses a summary of the Company’s specified contractual obligations at December 31, 2006:

 

 

 

Payments Due By Period (In Thousands)

 

Contractual Obligations

 

Total

 

Under 1 Year

 

1-3 Years

 

3-5 Years

 

More Than

5 Years

 

Operating lease obligations

 

$

3,254

 

$

446

 

$

529

 

$

378

 

$

1,901

 

Purchase obligations(1)

 

 

163,104

 

 

163,104

 

 

 

 

 

 

 

Earn-out and incentive payments(2)

 

 

22,617

 

 

7,275

 

 

15,342

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

188,975

 

$

170,825

 

$

15,871

 

$

378

 

$

1,901

 

 

 

(1)

Purchase obligations includes outstanding purchase orders at December 31, 2006. Included are purchase orders issued to the Company’s housewares manufacturers in the Orient, and to material suppliers in the Defense and Absorbent Products segment. The Company can cancel or change many of these purchase orders, but may incur costs if its supplier cannot use the material to manufacture the Company’s products in other applications or return the material to their supplier. As a result, the actual amount the Company is obligated to pay cannot be estimated.

 

(2)

The Company has agreed to make certain payments dependent upon the future performance of the companies in the defense and absorbent products segments. The expected payments noted above were based upon the anticipated future levels of earnings of these companies.

 

CRITICAL ACCOUNTING POLICIES

 

The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amount of reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. Actual results may differ from those estimates. The Company reviewed the development and selection of the critical accounting policies and believes the following are the most critical accounting policies that could have an effect on the Company’s reported results. These critical accounting policies and estimates have been reviewed with the Audit Committee of the Board of Directors.

 

Inventories

New Housewares/Small Appliance product introductions are an important part of the Company’s sales to offset the morbidity rate of other Housewares/Small Appliance products and/or the effect of lowered acceptance of seasonal products due to weather conditions. New products entail unusual risks and have occasionally in the past resulted in losses related to obsolete or excess inventory as a result of low or diminishing demand for a product. There were no such obsolescence issues that had a material effect during the current year and, accordingly, the Company did not record a reserve for obsolete product. In the future should product demand issues arise, the Company may incur losses related to the obsolescence of the related inventory.

 




15

 

Self Insured Product Liability & Health Insurance

The Company is subject to product liability claims in the normal course of business and is self-insured for health care costs. The Company is partly insured for product liability claims, and therefore records an accrual for known claims and incurred but not reported claims, including an estimate for related legal fees in the Company’s consolidated financial statements. The Company utilizes historical trends and other analysis to assist in determining the appropriate accrual. An increase in the number or magnitude of claims could have a material impact on the Company’s financial condition and results of operations.

 

NEW ACCOUNTING PRONOUNCEMENTS

 

Please refer to Note A(16) for information related to the future effect of adopting new accounting pronouncements on the Company’s consolidated financial statements.

 

SEC LITIGATION

 

Please refer to Footnote I in the Notes to the Consolidated Financial Statements for discussion on this item.

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company’s interest income on cash equivalents and marketable securities is affected by changes in interest rates in the United States. Cash equivalents include money market funds. Based on the accounting profession’s 2005 interpretation of cash equivalents under FASB Statement No. 95, the company’s seven-day variable rate demand notes now are classified as marketable securities rather than as cash equivalents. The demand notes are highly liquid instruments with interest rates set every 7 days that can be tendered to the trustee or remarketer upon 7 days notice for payment of principal and accrued interest amounts. The 7-day tender feature of these variable rate demand notes is further supported by an irrevocable letter of credit from highly rated U.S. banks. To the extent a bond is not remarketed at par plus accrued interest, the difference is drawn from the bank’s letter of credit. The balance of 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. The Company’s manufacturing contracts with its foreign suppliers contain provisions to share the impact of fluctuations in the exchange rate between the U.S. dollar and the Hong Kong dollar above and below a fixed range contained in the contracts. All transactions with the foreign suppliers were within the exchange rate range specified in the contracts during 2006, 2005 and 2004. There is no similar provision applicable to the Chinese Yuan, which until 2005 had been tied to the U.S. Dollar. To the extent there are further revaluations of the Yuan vis-à-vis the U.S. Dollar, it is anticipated that any potential material impact from such revaluations will be to the cost of products secured via purchase orders issued subsequent to the revaluation.

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

A.

The consolidated financial statements of National Presto Industries, Inc. and its subsidiaries and the related Reports of Independent Registered Public Accountants can be found on pages F-1 et. seq.

 

 

B.

Quarterly financial data is contained in Note P in Notes to Consolidated Financial Statements.

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

There have no disagreements with accountants on accounting and financial disclosure, but there has been a change in accountants. The change stemmed from the lawsuit that the Securities and Exchange Commission (SEC) filed in July 2002 in the federal district court in Chicago, Illinois, against National Presto Industries, Inc. alleging the Company operated as an unregistered investment company from 1992 through 2002. The case did not involve fraud, deceptive practices, or questionable accounting methods. The federal district judge granted the SEC’s motion for summary judgment on October 31, 2005. On December 23, 2005, the judge ordered the Company to register under the Investment Company Act. As he barred the Company from operating in interstate commerce until the filing was completed, the Company immediately filed the requisite application, albeit under protest, indicating that it did not meet the filing criteria. The Company filed a notice of appeal from the decision to the Federal Circuit Court of Appeals in the 7th Circuit. On May 15, 2007, the appellate court reversed the lower court, ruling that the Company is not and has never been an investment company and that the Company was free to drop its registration under the Investment Company Act and operate under the Securities Exchange Act of 1934 whether or not the SEC gave its formal approval to that step.

 




16

 

Prior to the appellate court’s decision, there was considerable discussion between the Company’s outside counsel and the SEC staff on the manner in which financial information was to be presented during the period in which the appeal was pending. As a result of the controversy surrounding the SEC’s staff’s ultimate mandate that an investment company footnote be inserted into the Company’s financial statements for the year ended December 31, 2005, the Company’s predecessor independent registered accounting firm, Grant Thornton, LLP, withdrew its opinion for the years ending December 31, 2005, 2004, and 2003. Subsequently, the firm withdrew from the audit engagement as well. Despite the 7th Circuit Court of Appeals’ decision, Grant Thornton would not reinstate its opinions, necessitating the reaudit of all three years by the successor auditor, Virchow Krause & Co. LLP.

 

ITEM 9A.

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”) as of December 31, 2006.

 

Management has reviewed the restatements made in the years 2003 though 2005 of the insurance reserve and goodwill impairment and noted that they were part of a reaudit in which the parties had the luxury of hindsight. The actual verdict or settlement value of many of the product liability claims that were open at the time of the earlier audits were known by the time the reaudits occurred, as was the future year’s performance of the absorbent product business and the decision to close the Atlanta facility. The line between change in audit estimate or a misapplication of Generally Accepted Accounting Principles (GAAP) is a fine one. For purposes of this control review, Management has elected to deem the level of the product liability reserve and the failure to recognize the impairment of goodwill as a misapplication of GAAP and hence an error and a material weakness under Paragraph Number 140 of the PCAOB Auditing Standard No.2. In the future, management will correct these weaknesses by a) Using either the apparent best point or low point rather than a judgmental mid-point in determining the portion of the insurance reserve applicable to product liability and b) Performing a more robust review as of the beginning of the fourth quarter to determine whether any goodwill impairment has occurred.

 

Accordingly, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company had a material weakness in internal control over financial reporting solely relating its use of a judgmental mid-point in determining its reserve for insurance and its failure to perform a robust review of goodwill and that, solely for this reason, its internal control over financial reporting and its disclosure controls and procedures were not effective as of that date.

 

There were no significant changes in internal controls over financial reporting during the quarter ended December 31, 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The management of National Presto Industries, Inc. (NPI) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. NPI’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

 

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

NPI management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on our assessment and those criteria, we believe that, as of December 31, 2006, the Company had a material weakness in internal control over financial reporting solely relating its use of a judgmental mid-point in determining its reserve for insurance and its failure to perform a robust review of goodwill and that, solely for this reason, its internal control over financial reporting and its disclosure controls and procedures were not effective as of that date.

 

NPI’s independent auditors have issued an attestation report on our assessment of the Company’s internal control over financial reporting. This report appears below.

 




17

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Stockholders and Board of Directors

National Presto Industries, Inc.

 

We have audited management’s assessment included in the accompanying Management’s Assessment of Internal Control over Financial Reporting that National Presto Industries, Inc. and subsidiaries (the “Company”) did not maintain effective internal control over financial reporting as of December 31, 2006 because of the effect of a material weakness in the Company’s controls over the application of generally accepted accounting principles to material account balances and transactions, based on control criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness was identified in management’s assessment. Management’s disclosure of the material weakness is not fairly presented in all material respects. Information necessary to fairly describe the material weakness is as follows:

 

Controls over the application of generally accepted accounting principles to material account balances and transactions and controls over adequacy of analysis and documentation supporting key accounting judgments and estimates – The Company did not maintain effective internal controls relating to its processes for determining, monitoring, disseminating, implementing and updating accounting policies that complied with accounting principles generally accepted in the United States of America. The Company did not provide for adequate analysis supporting the development or evaluation of certain key estimates embodied in its financial statements using information available at the time the estimates were formed or subsequently evaluated, nor did it have effective internal controls to ensure that the estimates were properly recorded on its financial statements. Because of this weakness, the preliminary 2006 annual and quarterly financial statements of the Company required adjustments to correct for overstatements of the products liability reserve and an unrecorded impairment of goodwill. These errors also resulted in restatements of prior periods as described in the Company’s 2005 filing on Form 10-K/A.

 




18

 

Therefore, a reasonable possibility existed that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis by the Company’s internal controls over financial reporting and that the Company had not maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2006, of the Company and this report does not affect our report on such consolidated financial statements.

 

In our opinion, management’s assessment that the Company did not maintain effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on control criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of National Presto Industries, Inc. and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of earnings, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2006, and our report dated August 23, 2007 expressed an unqualified opinion on those financial statements.

 

/s/ Virchow Krause & Company, LLP

Minneapolis, Minnesota

August 23, 2007

 


ITEM 9B.

OTHER INFORMATION

 

None

 







19

 

PART III

 

ITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 

IDENTIFICATION OF EXECUTIVE OFFICERS

 

The following information is provided with regard to the executive officers of the registrant:

(All terms for elected officers are one year or until their respective successors are elected.)

 

NAME

TITLE

AGE

 

 

 

Maryjo Cohen

Chair of the Board, President
and Chief Executive Officer

55

 

 

 

Neil L. Brown

Vice President, Purchasing

63

 

 

 

Donald E. Hoeschen

Vice President, Sales

60

 

 

 

Larry Tienor

Vice President, Engineering

59

 

 

 

Randy Lieble

Vice President, Treasurer,
Chief Financial Officer, and
Secretary

54

 

 

 

Ian M. Kees

General Counsel

35

 

Ms. Cohen became Chair of the Board on January 1, 2002. Prior to that date she had been elected Treasurer in September 1983, to the additional positions of Vice President in May 1986, President in May 1989 and Chief Executive Officer in May 1994. She has been associated with the registrant since 1976. Prior to becoming an officer, she was Associate Resident Counsel and Assistant to the Treasurer.

 

Mr. Brown was elected Vice President in November 1997. He has been associated with the registrant since 1966. Prior to becoming an officer, he was Director of Manufacturing.

 

Mr. Hoeschen was elected Vice President in May 1997. He has been associated with the registrant since 1971. Prior to becoming an officer, he was Director of Sales.

 

Mr. Tienor was elected Vice President in November 2003. He has been associated with the registrant since 1971. Prior to becoming an officer, he was Director of Engineering.

 

Mr. Lieble was elected Secretary in November 2006 and Vice President in October 2004. Prior to 2004, he had been elected Treasurer in November 1995 and the additional position of Chief Financial Officer in November 1999. He has been associated with the registrant since 1977. Prior to becoming an officer, he was Manager of Investments and Government Contracts. He plans to resign from the Company effective August 27, 2007, after this Form 10-K filing is completed.

 

As of the date of this filing, Mr. Kees is not an elected officer. He is an officer for purposes of Section 16(a) of the Exchange Act since February 2007. Mr. Kees joined the company in October, 2006 as General Counsel. Prior to that time, he was corporate counsel for Zomax, Inc. from March 2004 to September, 2006; corporate developer for United Health Group from December 2002 to March 2004; and senior associate for Ernst & Young, LLP from October 2001 to November 2002.

 




20

 

Section 16 (a) Beneficial Ownership Reporting Compliance

 

Based upon a review of Forms 3, 4 and 5 and any amendments thereto pursuant to Section 16 of the Securities and Exchange Act of 1934, the Company believes all such forms were filed on a timely basis by reporting persons during the fiscal year ended December 31, 2006.

 

INFORMATION CONCERNING DIRECTORS AND NOMINEES

 

The following table provides information as to the directors and nominee of the Company.

 

Director

Age

Principal Occupation
Business Experience
Past 5 Years(1)

Director
Since

Director’s
Term To
Expire

 

 

 

 

 

Maryjo Cohen

55

Chair of the Board, President
and Chief Executive Officer
of the Company

1988

2009

 

 

 

 

 

Richard N. Cardozo*

71

Professor Emeritus, Carlson
School of Management,
University of Minnesota;
Senior Scholar, Florida
International University

1998

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patrick J. Quinn*

57

Chairman and President,
Ayres Associates, an
engineering firm

2001

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Melvin S. Cohen

89

Former CEO of the Company
from 1989 until 1994
Former Director of the Company
from 1953 until 2005
Currently retired

2007

2008

 

 

 

 

 

Joseph G. Stienessen

62

Self employed as an accounting,
financial, and tax advisor;
Principal with Larson, Allen
Weishair and Company, LLP,
an accounting firm; prior to
November 2003, CPA and
Managing Partner of
Stienessen, Schlegel and
Company, LLC

2005

2008

*Nominee

 

(1)

None of the Directors held any outside directorships with the exception of Mr. Quinn’s directorship with his employer.

 

(2)

Ms. Cohen is the daughter of Mr. Cohen.

 

The Company has Audit, Compensation, and Nominating/Corporate Governance Committees consisting of Messrs. Cardozo, Quinn, and Stienessen, each an “independent director” as defined by the rules of the New York Stock Exchange. During 2006, the Audit Committee held one formal meeting with the Company’s then public accountant which ultimately resigned as a result of controversy pertaining to the SEC’s investment company lawsuit against the Company. There were multiple informal and telephonic meetings leading up to the selection of a new auditor. Mr. Stienessen has been designated as the Audit Committee Financial Expert. The Nominating/Corporate Governance Committee did not meet in 2006. The Compensation Committee had one meeting in 2006.

 

The Company has adopted a code of ethics, entitled the “Corporate Code of Conduct,” which is set forth in the Corporate Governance section of the Company’s website located at www.gopresto.com.

 




21

 

ITEM 11.

EXECUTIVE COMPENSATION


 

Director Compensation

 

Name

 

Fees Earned or Paid in Cash

($)

 

Patrick J Quinn

 

25,000

 

Richard N Cardozo

 

25,000

 

Joseph G Stienessen

 

25,000

 

 

EXECUTIVE COMPENSATION AND OTHER INFORMATION

 

Compensation Discussion and Analysis

 

Overview

 

The discussion and analysis addresses the material elements of the Company’s executive compensation program, including compensation philosophy and objectives and how the program is administered. It is intended to complement and enhance an understanding of the compensation information presented in the tables which follow. As used in this proxy statement, the term “named executive officers” means the CEO and CFO for the 2006 fiscal year as well as the three other executive officers named in the Summary Compensation Table on page on page 24. In this discussion and analysis, the term “Committee” means the Compensation Committee of our Board.

 

Compensation Objectives and Philosophy

 

The executive compensation program is intended to:

 

 

Provide fair compensation to executive officers based on their performance and contributions to the Company;

 

 

Provide incentives that attract and retain key executives;

 

 

Instill a long-term commitment to the Company; and

 

 

Develop a pride and sense of ownership.

 

The compensation program is therefore intended to attract, motivate, and retain executive officers who have the capability to manage the Company’s day-to-day operations and personnel, compete ethically in each of our competitive business segments, provide strategic guidance to the Board, and implement the Company’s strategic plan to increase shareholder value.

 

The principal element of the executive compensation program is base salary. An award of a discretionary bonus to reward exceptional performance, although such awards are infrequent. The Company provides health and life insurance benefits, 401(k) program with a generous Company contribution and other welfare benefits which are available to all of its salaried employees on a non-discriminatory basis.

 

The objectives and factors considered with respect to the form and amount of each individual element of the compensation program are more fully described below.

 

Compensation Process

 

The Committee has the overall responsibility to determine and approve the compensation of the executive officer, to make representations to the Board with respect to the compensation of selected non-CEO executive officers and to make recommendations to the Board with respect to incentive plans.

 

The Committee met on October 18, 2005 to review compensation matters and establish the base salary of the chief executive officer for 2006. On the same date, the Board established the base salaries of other executive officers. In recommending base salaries for 2006, the Committee considered recommendations by the chief executive officer. No executive officer made any recommendation regarding the form or amount of his or her own compensation. The chief executive officer does provide the committee with recommendations on salaries of the other executive officers. The Committee did not retain any compensation consultant to assist it in the review or determination of executive compensation applicable to 2006.

 




22

 

Elements of The Executive Compensation Program

 

Base Salary and Benefits. The base salary for executive officers is intended promote the Company’s compensation objectives generally and specifically to provide basic economic security at a level that will attract and retain talented executive officers. Annual increases in base salary of each of the Company’s executive officers, if any, are determined in accordance with its compensation policy and, where appropriate, the economic conditions in which the Company is operating. Individual job performance is the single most important factor in the Committee’s role in determining base salary. The base salaries of the executive officers were established at levels considered appropriate in light of the duties and scope of responsibilities and, to the extent known, the salaries paid to comparable officers by companies which are competitors of the Company.

 

The Company strives to provide employee benefits to executive officers and all other salaried employees that are consistent with benefits provided at similarly sized companies, including 401(k), health insurance, life and disability insurance, and other welfare benefits. Executive officers participate in these plans on the same basis as other employees.

 

Discretionary Bonus. Although the Company primarily relies upon awarding an adequate and proper base salary to promote its compensation objectives, the Committee also acknowledges the benefit of awarding discretionary bonuses when an executive’s performance materially goes beyond the Company’s expectations. To this end, the Company’s executive officers may from time to time identify superior executive officer performance to the committee and request that the committee consider approving a bonus to reward such performance. Examples of performance that may support such a proposal and consideration by the committee include, but are not limited to, engaging new customers, developing new products, negotiating a favorable result in a contract, acquiring a new business or asset, or implementing a new process or procedure that creates efficiency for the Company.

 

Incentive, Equity, and Deferred Compensation. The Company does not currently have any incentive, equity, or deferred compensation based plans for its executive officers. Although changes could occur in the future, the Company has historically had low turnover and long-term executive officer retention without emphasizing incentive or equity based compensation.

 

Perquisites. In 2006, no named executive officer received perquisites having a value in excess of $10,000. The Committee does not consider perquisites to be a material element of the Company’s compensation program for executive officers.

Termination and Change in Control Arrangements. The Company does not maintain any employment or change in control agreements for its executive officers.

 

Tax Considerations. The Committee is aware that, except for certain plans approved by shareholders, Section 162(m) of the Internal Revenue Code of 1986, as amended, limits deductions to $1 million for compensation paid to the CEO and each of the four most highly paid executive officers named in the summary compensation table who are officers on the last day of the year. The Committee reviews this limit and its application to the compensation paid to its executive officers as part of its compensation policy.

 

Compensation Committee Report

 

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained under this heading. On the basis of its reviews and discussions, the Committee has recommended that the Compensation Discussion and Analysis be included in the Company’s annual report on Form 10-K for the year ended December 31, 2006, and its proxy statement.

 

Compensation Committee Interlocks and Insider Participation

 

As described above in the report on executive compensation, the Compensation Committee determines the compensation of the chief executive officer and makes recommendations to the Board with respect to the compensation of the other executive officers of the Company, including those listed in the above Summary Compensation Table. Board members Ms. Cohen and Mr. Bartl did not participate in decisions regarding their own 2006 compensation.

 

Submitted by the Company’s Compensation Committee.

 

Richard N. Cardozo

Patrick J. Quinn

Joseph G. Stienessen

 




23

 

Summary Compensation Table

 

The following table provides certain summary information concerning annual compensation for the Company’s Principal Executive Officer, Principal Financial Officer, and the three most highly compensated executive officers at December 31, 2006.

 

 

Name and
Principal Position

 

Year

 

Salary
($)

 

Bonus
($)

 

Stock Awards
($)

 

Option Awards
($)

 

Non-Equity Incentive Plan Compensation

($)

 

Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)

 

All Other Compensation1

($)

 

Total
($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maryjo Cohen
Chair of the Board (since 2002), President,
Chief Executive Officer and Director

 

2006

 

$

315,000

 

 

 

 

 

 

 

 

 

 

 

 

 

$

15,400

 

$

330,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Randy F. Lieble
Vice President (since 2004), Treasurer, and Chief Financial Officer

 

2006

 

$

205,000

 

 

 

 

 

 

 

 

 

 

 

 

 

$

14,074

 

$

219,074

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Donald E Hoeschen
Vice President – Sales

 

2006

 

$

204,870

 

$

17,500

 

 

 

 

 

 

 

 

 

 

$

23,280

2

$

245,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lawrence J Tienor
Vice President – Engineering (since 2003; previously Manager and then Director of Engineering)

 

2006

 

$

156,500

 

 

 

 

 

 

 

 

 

 

 

 

 

$

10,744

 

$

167,244

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James F. Bartl
Senior Vice President, Secretary, and Director

 

2006

 

$

203,2203

 

 

 

 

 

 

 

 

 

 

$

136,000

3

$

173,480

 

$

512,700

 

 

 

_________________________

With the exception of James Bartl’s and Don Hoeschen’s vacation related compensation described in footnote (2) below, the “All Other Compensation” column represents 401K employer contributions made by Company during 2006. Mr. Bartl also received $11,157 of 401K employer contributions in 2007, based upon the payments he received in January 2007 for his vacation balance remaining on December 31, 2006, as described in more detail below.

 

During and at the end of 2006, James Bartl and Don Hoeschen each had vacation balances that they sold to the Company. Mr. Bartl was paid $21,762 for vacation by the Company in 2006 and was also paid $127,074 on or about January 15, 2007 for his vacation balance remaining on his retirement date of December 31, 2006. Mr. Hoeschen was paid $7,880 by the Company on or about May 19, 2006 for a portion of his carried over vacation.

 

At a special meeting of the Board of Directors on November 7, 2006, the Board of Directors, giving consideration to Mr. Bartl’s years of dedicated service to the Company, approved payment of an annual retainer of $50,000 per year in calendar years 2007, 2008, and 2009, payable on a quarterly basis. Such retainer is to be paid to Mr. Bartl regardless whether he is willing or able to provide the Company any services during those years. The amount indicated represents the present value of Mr.Bartl’s retainer. In addition, on or about January 2, 2007, the Company and Mr. Bartl executed a consulting agreement at an hourly rate of $150. Through the first 6 months of 2007, the Company had paid Mr. Bartl approximately $12,000 under this agreement.

 




24

 

Outstanding Equity Awards at Fiscal Year-End

 

 

 

Option Awards

 

Stock Awards

 

Name

 

Number of Securities Underlying Unexercised Options

(#)

Exercisable

 

Number of Securities Underlying Unexercised Options

(#)

Unexercisable

 

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

(#)

 

Option Exercise Price

($)

 

Option

Expiration Date

 

Number of Shares or Units of Stock That Have Not Vested

(#)

 

Market Value of Shares or Units of Stock That Have Not Vested

($)

 

Equity Incentive Plan Awards:

Number of Unearned Shares, Units, or Other Rights That Have Not Vested

(#)

 

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested

($)

 

Donald E Hoeschen

 

2501

 

0

 

0

 

36.875

 

5/19/07

 

0

 

0

 

0

 

0

 

Neil L Brown

 

2501

 

0

 

0

 

40.375

 

11/13/07

 

0

 

0

 

0

 

0

 

 

1. Options granted under the 1988 Stock Option Plan

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company has 6,836,688 shares of common stock outstanding and entitled to vote as of the close of business as of August 23, 2007. Each share of common stock is entitled to one vote.

 

The following table sets forth information provided to the Company as to beneficial ownership of the Company’s common stock as of the record date by (i) the only shareholders known to the Company to hold 5% or more of such stock, (ii) each of the directors and executives of the Company named in the Summary Compensation Table, and (iii) all directors and officers as a group. Unless otherwise indicated, all shares represent sole voting and investment power.

 

Beneficial Owner

 

Amount and Nature
of Beneficial Ownership 1

 

Percent of

Common Stock

 

 

 

 

 

 

 

Maryjo Cohen
3925 North Hastings Way
Eau Claire, WI 54701

 

2,061,530

2 3

30.2

%

 

 

 

 

 

 

Melvin S. Cohen
1703 Drummond Drive
Eau Claire, WI 54701

 

390,214

2 4

5.7

%

 

 

 

 

 

 

 

 

 

 

 

 

Dimensional Fund Advisors, Inc.
1299 Ocean Avenue
Santa Monica, CA 90401

 

423,708

 

6.21

%

 

 

 

 

 

 

Royce & Associates, LLC
1414 Avenue of the Americas
New York, NY 10019

 

827,300

 

12.12

%

 

 

 

 

 

 

Neil L. Brown

 

1,513

5

 

*

Donald E. Hoeschen

 

1,260

5

 

*

Lawrence J. Tienor

 

1,025

5

 

*

Ian M. Kees

 

——

 

——

 

Joseph G. Stienessen

 

——

 

——

 

Richard N. Cardozo

 

——

 

——

 

Patrick J. Quinn

 

200

 

 

*

All officers and directors as a group (8 persons)

 

2,065,528

 

30.2

%

 

 




25

 

1 The value of Company stock owned by Ms. Cohen was in excess of $100,000, by Mr. Quinn was less than $15,000, and by Messrs. Cardozo and Stienessen was zero.

 

2 Includes 100,975 shares owned by the L.E. Phillips Family Foundation, Inc. (the “Phillips Foundation”), a private charitable foundation of which the named person is an officer and/or director and as such exercises shared voting and investment powers.

 

3 Includes 1,669,664 shares held in a voting trust described in the section below captioned “Voting Trust Agreement”, for which Ms. Cohen has sole voting power, and 289,239 shares owned by private charitable foundations (other than the Phillips Foundation) of which Ms. Cohen is a co-trustee, officer, or director, and as such exercises shared voting and investment powers.

 

4 Includes 289,239 shares owned by charitable trusts and private charitable foundations (other than the Phillips Foundation) of which Mr. Cohen is co-trustee, officer, or director, and as such exercises shared voting and investment powers. Does not include shares held in a voting trust described in the section below captioned “Voting Trust Agreement,” for which Mr. Cohen holds voting trust certificates. Pursuant to the voting trust, Mr. Cohen does not have the power to vote or dispose of such shares.

 

5 Except for 500 shares owned by Neil Brown outside of his 401K plan, these figures represent the Company stock that is owned by the individuals in their 401K accounts and that were contributed into such accounts by the Company through the Company’s contribution. Each individual is able to vote the shares held in his or her 401K account.

 

(*)

Represents less than 1% of the outstanding shares of common stock of the Company.

 

The information contained in the foregoing footnotes is for explanatory purposes only, and the persons named in the foregoing table disclaim beneficial ownership of shares owned or held in trust for any other person, including family members, trusts, or other entities with which they may be associated. Stock ownership information contained in this Proxy Statement was obtained from the Company’s shareholder records, filings with governmental authorities, or from the named directors and officers.

 

 

VOTING TRUST AGREEMENT

The first two individual beneficial owners listed in the foregoing table, and eight other persons comprising extended family members and related trusts, have entered into a voting trust agreement with respect to the voting of an aggregate of 1,669,664 shares of common stock of the Company. The voting trust agreement will terminate on December 4, 2009, unless sooner terminated by the voting trustee or unanimous written consent of all the parties to the voting trust agreement, or unless extended by unanimous written consent by all parties to the agreement. The voting trustee under the agreement is Maryjo Cohen. Under the agreement, the voting trustee exercises all rights to vote the shares subject to the voting trust with respect to all matters presented for shareholder action.

 

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Each of the directors, except Ms. Cohen and Mr. Cohen, has been determined by the Board of Directors to qualify as an “independent director” as defined by the rules of the New York Stock Exchange. The Board has determined that Messrs. Cardozo, Quinn and Stienessen do not have a relationship with the Company, other than as a Director and are therefore independent.

 

The Company has not adopted any formal policies or procedures for the review, approval, or ratification of transactions that may be required to be reported under the SEC disclosure rules. Such transactions, if and when they are proposed or have occurred, have been or will be reviewed by the entire Board (other than the director involved) on a case-by-case basis. The Company’s Code of Conduct does contain several provisions that should benefit the Board in reviewing such transactions.

 




26

 

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The Company estimates the following fees have been incurred and will be billed:

 

 

 

Audit Fees(1)(3)

 

Audit Related Fees

 

Tax Fees(2)

 

All Other Fees

 

Year ended December 31, 2005

 

$

190,000

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2006

 

$

267,000

 

$

 

$

 

$

 

 

(1)

Includes audit fee for financial statement audits, 10-Q reviews, Sarbanes-Oxley 404 controls work and related expenses.

(2)

Tax fees, consisting of review of Federal and State income tax returns, and advice related to various tax matters, were paid to BDO Seidman, LLC, a firm independent of the Company’s registered independent public accounting firm. The fees for 2005 were $25,000, and fees for 2006 are expected to be approximately $25,000, also paid to BDO Seidman, LLC.

(3)

The Company estimates total billings from Virchow Krause & Co LLC will be $413,000 related to the reaudits of fiscal years 2003 and 2004.

 

Virchow Krause & Company, LLP did not provide any financial information, design or implementation services for the Company during fiscal years ended December 31, 2005 and 2006.

 

In accordance with the Audit Committee charter, the Committee must review and, in its sole discretion, pre-approve an itemized budget for the independent auditors’ annual engagement letter and all audit, audit-related, tax and other permissible services proposed to be provided by the independent auditor in accordance with the applicable New York Stock Exchange listing standards and United States Securities and Exchange Commission rules, and the fees for such services.

 









27

 

PART IV

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a)

Documents filed as part of this Form 10-K:

 

 

 

 

 

Form 10-K
Page Reference

 

 

 

 

 

 

1.

Consolidated Financial Statements:

 

 

 

 

 

 

 

 

a.

Consolidated Balance Sheets - December 31, 2006 and 2005

F-1 & F-2

 

 

 

 

 

 

 

b.

Consolidated Statements of Earnings - Years ended December 31, 2006, 2005 and 2004

F-3

 

 

 

 

 

 

 

c.

Consolidated Statements of Cash Flows -Years ended December 31, 2006, 2005 and 2004

F-4

 

 

 

 

 

 

 

d.

Consolidated Statements of Stockholders’ Equity - Years ended December 31, 2006, 2005 and 2004

F-5

 

 

 

 

 

 

 

e.

Notes to Consolidated Financial Statements

F-6 through F-18

 

 

 

 

 

 

 

f.

Report of Independent Registered Public Accounting Firm

F-19

 

 

 

 

 

 

 

 

 

 

 

2.

Consolidated Financial Statement Schedules:

 

 

 

 

 

 

 

 

 

Schedule II - Valuation and Qualifying Accounts

F-20

 

 

 

 

 

(b)

Exhibits:

 

 

Exhibit Number

 

Description

 

 

 

 

 

 

Exhibit 3

(i) –

 

Restated Articles of Incorporation – incorporated by reference from Exhibit 3(i) of the Company’s report on Form 10-K/A for the year ended December 31, 2005

 

 

 

 

 

 

 

(ii) –

 

By-Laws - incorporated by reference from Exhibit 3.(ii) of the Company’s current report on Form 8-K dated July 6, 2007.

 

 

 

 

 

 

Exhibit 9

 

Voting Trust Agreement - incorporated by reference from Exhibit 9 of the Company’s quarterly report on Form 10-Qfor the quarter ended July 6, 1997

 

 

 

 

 

 

Exhibit 10.1*

 

1988 Stock Option Plan - incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the fiscal Quarter ended July 6, 1997

 

 

 

 

 

 

Exhibit 10.2*

 

Form of Incentive Stock Option Agreement under the 1988Stock Option Plan - Incorporated by reference to Exhibit 10.2 of the Company’s quarterly report on Form 10-Q for the fiscal Quarter ended July 6, 1997

 

 

 

 

 

 

Exhibit 10.3

 

Material contract for retired executive officer, attached.

 

 

* Compensatory Plans

 




28

 

 

 

 

 

 

Exhibit 11

 

Statement Re Computation of Per Share Earnings

 

 

 

 

 

 

Exhibit 14

 

Code of Ethics, incorporated by reference to the “Corporate Code of Conduct” located in the “Vote Required and Other Information” section of the Company’s Proxy Statement for its 2006 Annual Meeting of Stockholders

 

 

 

 

 

 

Exhibit 16

 

Letter Re Change in Certifying Accountant, incorporated by reference to Exhibit 99.6 of Form 8-K/A filed May 12, 2006

 

 

 

 

 

 

Exhibit 21

 

Subsidiaries of the Registrant

 

 

 

 

 

 

Exhibit 23.1

 

Consent of Virchow Krause & Company, LLP

 

 

 

 

 

 

Exhibit 31.1

 

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

Exhibit 31.2

 

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

Exhibit 32.1

 

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

Exhibit 32.2

 

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

(c)

Schedules:

 

Reference is made to Item 15(a)(2).

 







29

 

SIGNATURES

 

 

Pursuant to the Requirements of Section 13 or 15 (d) 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.

(registrant)

 

 

 

 

 

 

By: 


/S/ Randy F. Lieble

 

 

 

Randy F. Lieble
Vice President, Treasurer,
Secretary and Chief Financial Officer
(Principal Accounting Officer)

 

 

By: 


/S/ Richard N. Cardozo

 

By: 


/S/ Patrick J. Quinn

 

Richard N. Cardozo
Director

 

 

Patrick J. Quinn
Director

 

 

By: 


/S/ Maryjo Cohen

 

By: 


/S/ Joseph G. Stienessen

 

Maryjo Cohen
Chair of the Board, President
Chief Executive Officer and Director
(Principal Executive Officer)

 

 

Joseph G. Stienessen
Director

 

 

By: 


/S/ Melvin S. Cohen

 

 

 

 

Melvin S. Cohen
Director

 

 

 

 

 

Date: August 24, 2007

 








F-1

 

NATIONAL PRESTO INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands except share and per share data)

 

 

 

 

December 31

 

 

 

2006

 

2005

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

$

46,696

 

 

 

 

$

62,023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

 

 

 

 

96,920

 

 

 

 

 

111,552

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

66,274

 

 

 

 

$

32,764

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less allowance for doubtful accounts

 

 

703

 

 

65,571

 

 

480

 

 

32,284

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventories:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finished goods

 

 

24,276

 

 

 

 

 

20,771

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Work in process

 

 

22,198

 

 

 

 

 

8,431

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Raw materials

 

 

9,018

 

 

55,492

 

 

8,477

 

 

37,679

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other current assets

 

 

 

 

 

8,503

 

 

 

 

 

9,687

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

 

 

 

273,182

 

 

 

 

 

253,225

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROPERTY, PLANT AND EQUIPMENT:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Land and land improvements

 

 

1,919

 

 

 

 

 

1,855

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

 

15,260

 

 

 

 

 

10,878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Machinery and equipment

 

 

69,796

 

 

 

 

 

55,369

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

86,975

 

 

 

 

 

68,102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less allowance for depreciation

 

 

24,416

 

 

62,559

 

 

17,618

 

 

50,484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GOODWILL

 

 

 

 

 

9,085

 

 

 

 

 

3,556

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

150

 

 

 

 

 

150

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

344,976

 

 

 

 

$

307,415

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 




F-2

 

NATIONAL PRESTO INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands except share and per share data)

 

 

 

 

December 31

 

 

 

2006

 

2005

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

 

$

35,424

 

 

 

 

$

18,084

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal and state income taxes

 

 

 

 

 

7,029

 

 

 

 

 

8,282

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accrued liabilities

 

 

 

 

 

20,575

 

 

 

 

 

14,138

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

 

 

 

63,028

 

 

 

 

 

40,504

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DEFERRED INCOME TAXES

 

 

 

 

 

1,606

 

 

 

 

 

376

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $1 par value:

 

 

 

 

 

 

 

 

 

 

 

 

 

Authorized: 12,000,000 shares at December 31,
2006 and 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued: 7,440,518 shares at December 31,
2006 and 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding: 6,833,066 and 6,828,700 shares
at December 31, 2006 and 2005, respectively

 

$

7,441

 

 

 

 

$

7,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paid-in capital

 

 

1,277

 

 

 

 

 

1,135

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

290,519

 

 

 

 

 

277,033

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive income (loss)

 

 

(22

)

 

 

 

 

(141

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

299,215

 

 

 

 

 

285,468

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury stock, at cost, 607,452 shares
in 2006 and 611,818 shares in 2005

 

 

18,873

 

 

 

 

 

18,933

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

 

 

 

280,342

 

 

 

 

 

266,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

344,976

 

 

 

 

$

307,415

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 




F-3

 

NATIONAL PRESTO INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands except per share data)

 

 

 

 

For the years ended December 31,

 

 

 

2006

 

2005

 

2004

 

Net sales

 

$

304,681

 

$

184,565

 

$

158,956

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

248,338

 

 

146,284

 

 

118,890

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

56,343

 

 

38,281

 

 

40,066

 

 

 

 

 

 

 

 

 

 

 

 

Selling and general expenses

 

 

19,813

 

 

14,452

 

 

17,417

 

 

 

 

 

 

 

 

 

 

 

 

Pension plan termination

 

 

 

 

 

 

3,528

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill impairment

 

 

500

 

 

4,148

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

 

36,030

 

 

19,681

 

 

19,121

 

 

 

 

 

 

 

 

 

 

 

 

Other income, principally interest

 

 

4,349

 

 

4,345

 

 

3,585

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before provision for income taxes

 

 

40,379

 

 

24,026

 

 

22,706

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

12,419

 

 

7,609

 

 

7,265

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

27,960

 

$

16,417

 

$

15,441

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

 

6,831

 

 

6,826

 

 

6,821

 

Diluted

 

 

6,831

 

 

6,827

 

 

6,823

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

 

Basic

 

$

4.09

 

$

2.41

 

$

2.26

 

Diluted

 

$

4.09

 

$

2.40

 

$

2.26

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 




F-4

 

NATIONAL PRESTO INDUSTRIES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

 

 

In Thousands

 

For the years ended December 31,

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

27,960

 

$

16,417

 

$

15,441

 

Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

Provision for depreciation

 

 

7,891

 

 

4,245

 

 

3,310

 

Deferred income taxes

 

 

(938

)

 

(1,485

)

 

126

 

Pension charges

 

 

 

 

 

 

2,052

 

Goodwill Impairment

 

 

500

 

 

4,148

 

 

 

Other

 

 

1,324

 

 

555

 

 

1,160

 

Changes in operating accounts, net of acquisitions:

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(33,063

)

 

1,277

 

 

(4,657

)

Inventories

 

 

(15,904

)

 

(3,552

)

 

(9,489

)

Other current assets

 

 

856

 

 

(1,607

)

 

(50

)

Accounts payable and accrued liabilities

 

 

18,133

 

 

(139

)

 

(2,256

)

Federal and state income taxes

 

 

(1,253

)

 

2,478

 

 

142

 

Net cash provided by operating activities

 

 

5,506

 

 

22,337

 

 

5,779

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

Marketable securities purchased

 

 

(53,472

)

 

(89,088

)

 

(111,237

)

Marketable securities – maturities and sales

 

 

68,287

 

 

140,482

 

 

127,895

 

Acquisition of property, plant and equipment

 

 

(7,271

)

 

(13,832

)

 

(28,188

)

Acquisition of businesses

 

 

(13,834

)

 

(1,500

)

 

(2,373

)

Deposit for acquisition of business

 

 

 

 

(2,500

)

 

 

Sale of property plant and equipment

 

 

9

 

 

12

 

 

759

 

Net cash provided by (used in) investing activities

 

 

(6,281

)

 

33,574

 

 

(13,144

)

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

Dividends paid

 

 

(14,476

)

 

(11,394

)

 

(7,977

)

Other

 

 

(76

)

 

(10

)

 

 

Net cash used in financing activities

 

 

(14,552

)

 

(11,404

)

 

(7,977

)

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

(15,327

)

 

44,507

 

 

(15,342

)

Cash and cash equivalents at beginning of year

 

 

62,023

 

 

17,516

 

 

32,858

 

Cash and cash equivalents at end of year

 

$

46,696

 

$

62,023

 

$

17,516

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

 

 

Income taxes

 

$

14,608

 

$

6,617

 

$

6,996

 

 

Supplemental disclosure of non-cash investing and financing activities:

As of December 31, 2006, 2005, and 2004, the unrealized gain (loss) on available for sale securities, net of tax, was ($22,000), ($141,000), and $93,000.

 

During 2006, 2005, and 2004, $500,000, $750,000, and $1,250,000, respectively, were accrued for goodwill related to the acquisition of NCN Hygienic Products, Inc. During 2006, $4,041,000 was accrued pertaining to the acquisition of Amron LLC.

 

The accompanying notes are an integral part of the consolidated financial statements.

 




F-5

 

NATIONAL PRESTO INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands except share and per share data)

 

 

For the years ended December 31, 2006, 2005, 2004

 

Common
Stock

 

Paid-in
Capital

 

Retained
Earnings

 

Accumulated
Comprehensive
Income (Loss)

 

Treasury
Stock

 

Total

 

Balance December 31, 2003

 

$

7,441

 

$

991

 

$

264,546

 

$

(1,439

)

$

(19,230

)

$

252,309

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

 

 

 

 

 

 

15,441

 

 

 

 

 

 

 

 

15,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on available for sale securities, net of tax