UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 29, 2003 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____ COMMISSION FILE NUMBER 1-2451 NATIONAL PRESTO INDUSTRIES, INC. (Exact name of registrant as specified in its charter) WISCONSIN 39-0494170 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3925 NORTH HASTINGS WAY EAU CLAIRE, WISCONSIN 54703-3703 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) 715-839-2121 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes__X__ No_____ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes__X__ No_____ There were 6,816,561 shares of the Issuer's Common Stock outstanding as of the close of the period covered by this report. NATIONAL PRESTO INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 29, 2003 and December 31, 2002 (Unaudited) (Dollars in thousands) 2003 2002 ASSETS CURRENT ASSETS: Cash and cash equivalents $120,644 $114,637 Marketable securities 86,567 92,578 Accounts receivable, net 12,649 27,898 Inventories: Finished goods $ 17,601 $ 18,656 Work in process 4,586 3,355 Raw materials 1,977 24,164 2,976 24,987 ------------- ------------ Other Current Assets 1,210 998 ------------- ------------- Total current assets 245,234 261,098 PROPERTY, PLANT AND EQUIPMENT 22,117 22,667 Less allowance for depreciation 8,777 13,340 9,400 13,267 ------------- ------------ OTHER ASSETS 15,645 15,629 ------------- ------------- $274,219 $289,994 ============= ============= The accompanying notes are an integral part of the financial statements. NATIONAL PRESTO INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 29, 2003 and December 31, 2002 (Unaudited) (Dollars in thousands) 2003 2002 LIABILITIES CURRENT LIABILITIES: Accounts payable $11,172 $18,753 Federal and state income taxes 1,751 3,643 Accrued liabilities 25,977 29,341 ------------- ------------- Total current liabilities 38,900 51,737 COMMITMENTS AND CONTINGENCIES - - STOCKHOLDERS' EQUITY Common stock, $1 par value: Authorized: 12,000,000 shares Issued: 7,440,518 shares $ 7,441 $ 7,441 Paid-in capital 981 998 Retained earnings 247,000 249,313 Accumulated other comprehensive income (loss) (829) (698) ------------- ------------ 254,593 257,054 Treasury stock, at cost 19,274 18,797 ------------- ------------ Total stockholders' equity 235,319 238,257 ------------- ------------- $274,219 $289,994 ============= ============= The accompanying notes are an integral part of the financial statements. NATIONAL PRESTO INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF EARNINGS Three Months and Six Months ended June 29, 2003 and June 30, 2002 (Unaudited) (In thousands except per share data) THREE MONTHS ENDED SIX MONTHS ENDED ------------------- ---------------- 2003 2002 2003 2002 ======================================================================================== ============================== Net sales $ 21,452 $20,378 $ 43,506 $ 42,974 Cost of sales 16,149 16,275 31,976 35,814 ------------- ------------- ------------ ------------ Gross profit 5,303 4,103 11,530 7,160 Selling and general expenses 4,120 4,497 8,699 9,626 Plant closing costs - - - 3,953 ------------- ------------- ------------ ------------ Operating profit (loss) 1,183 (394) 2,831 (6,419) Other income, principally interest 1,356 1,463 2,464 2,957 ------------- ------------- ------------ ------------ Earnings (loss) before provision for income taxes 2,539 1,069 5,295 (3,462) Income tax provision (benefit) 621 (14) 1,324 (2,185) ------------- ------------- ------------ ------------ Net earnings (loss) $ 1,918 $ 1,083 $ 3,971 $ (1,277) ============= ============= ============ ============ Weighted average shares outstanding: Basic 6,817 6,840 6,824 6,839 ============= ============= ============ ============ Diluted 6,818 6,841 6,825 6,839 ============= ============= ============ ============ Net earnings (loss) per share: Basic $ 0.28 $ 0.16 $ 0.58 $ (0.19) ============= ============= ============ ============ Diluted $ 0.28 $ 0.16 $ 0.58 $ (0.19) ============= ============= ============ ============ Cash dividends declared and paid per common share $ - $ - $ 0.92 $ 0.92 ============= ============= ============ ============ The accompanying notes are an integral part of the financial statements. NATIONAL PRESTO INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months ended June 29, 2003 and June 30, 2002 (Unaudited) (Dollars in thousands) 2003 2002 ================================================================================================================= Cash flows from operating activities: Net earnings (loss) $ 3,971 $ (1,277) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Provision for depreciation 1,139 905 Deferred tax (16) - Plant closing charges - 3,953 Other (100) 130 Changes in: Accounts receivable 15,249 19,623 Inventories 823 (4,803) Other current assets (212) (275) Accounts payable and accrued liabilities (10,945) (5,934) Federal and state income taxes (1,892) (3,055) ------------- ------------- Net cash provided by operating activities 8,017 9,267 ------------- ------------- Cash flows from investing activities: Marketable securities purchased (9,268) (11,713) Marketable securities - maturities and sales 15,148 38,100 Acquisition of property, plant and equipment (1,656) (1,224) Acquisition of business - (500) Sale of property, plant and equipment 610 - ------------- ------------- Net cash provided by investing activities 4,834 24,663 ------------- ------------- Cash flows from financing activities: Dividends paid (6,284) (6,290) Purchase of treasury stock (589) - Sale of treasury stock 29 - ------------- ------------- Net cash used in financing activities (6,844) (6,290) ------------- ------------- Net increase in cash and cash equivalents 6,007 27,640 Cash and cash equivalents at beginning of period 114,637 83,877 ------------- ------------- Cash and cash equivalents at end of period $120,644 $111,517 ============= ============= The accompanying notes are an integral part of the financial statements. NATIONAL PRESTO INDUSTRIES, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A - EARNINGS PER SHARE - --------------------------- The Company's basic net earnings (loss) per share amounts have been computed by dividing net earnings (loss) by the weighted average number of outstanding common shares. The Company's diluted net earnings per share is computed by dividing net earnings by the weighted average number of outstanding common shares and common share equivalents relating to stock options, when dilutive. NOTE B - BUSINESS SEGMENTS - -------------------------- In the following summary, operating profit (loss) represents earnings (loss) before other income, principally interest income and income taxes. The Company's segments operate discretely from each other with no shared manufacturing facilities. Costs associated with corporate activities (such as cash and marketable securities management) are included within housewares/small appliances for all periods presented. (IN THOUSANDS) ----------------------------------------------------------- HOUSEWARES/ SMALL DEFENSE ABSORBENT APPLIANCES PRODUCTS PRODUCTS TOTAL ---------- -------- -------- ----- QUARTER ENDED JUNE 29, 2003 External net sales $ 16,616 $ 1,862 $ 2,974 $ 21,452 Gross profit 4,579 444 280 5,303 Operating profit 818 159 206 1,183 Total assets 253,163 12,191 8,865 274,219 Depreciation and amortization 363 25 208 596 Capital expenditures 152 178 291 621 QUARTER ENDED JUNE 30, 2002 External net sales $ 17,176 $ 2,040 $ 1,162 $ 20,378 Gross profit 3,370 794 (61) 4,103 Operating profit (loss) (767) 628 (255) (394) Total assets 271,521 11,250 7,223 289,994 Depreciation and amortization 250 25 198 473 Capital expenditures 500 77 43 620 (IN THOUSANDS) ----------------------------------------------------------- HOUSEWARES/ SMALL DEFENSE ABSORBENT APPLIANCES PRODUCTS PRODUCTS TOTAL ---------- -------- -------- ----- SIX MONTHS ENDED JUNE 29, 2003 External net sales $ 34,093 $ 3,722 $ 5,691 $ 43,506 Gross profit 9,868 1,000 662 11,530 Operating profit 1,932 441 458 2,831 Total assets 253,163 12,191 8,865 274,219 Depreciation and amortization 682 52 405 1,139 Capital expenditures 257 1,034 365 1,656 SIX MONTHS ENDED JUNE 30, 2002 External net sales $ 36,310 $ 4,187 $ 2,477 $ 42,974 Gross profit 5,854 1,296 10 7,160 Operating profit (loss) (6,972) * 972 (419) (6,419) Total assets 271,521 11,250 7,223 289,994 Depreciation and amortization 463 48 394 905 Capital expenditures 951 211 62 1,224 * The operating loss of the Housewares/small appliance division is after recording a charge for plant closing costs of $3,953,000 more fully described in Note D. NOTE C - PRODUCT WARRANTY - ------------------------- Company housewares/small appliance products are generally warranted to the original owner to be free from defects in material and workmanship for a period of 2 to 12 years from date of purchase. The Company allows a 60-day over-the-counter initial return privilege through cooperating dealers. The Company services its products through independent service providers throughout the United States and 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 determines its product warranty liability based on historical percentages. The following table shows the changes in product warranty liability for the period: 2003 2002 ---- ---- Beginning balance January 1 $ 1,465 $ 1,492 Accruals during the period 1,038 1,097 Charges / payments made under the warranties (1,409) (1,172) -------------- -------------- Balance end of period $ 1,094 $ 1,417 ============== ============== NOTE D - PLANT CLOSING - ---------------------- In November 2001, the Company announced that continued erosion of product pricing resulted in its decision to cease manufacturing housewares/small appliances in its U.S. plants, close those facilities, and purchase products from the Orient. This transition from U.S. plant production to the Orient was completed during late 2002. The Company closed its manufacturing facilities in Alamogordo, New Mexico, during the third quarter of 2002 and explored alternative uses for the facility. During the second quarter 2003, a decision was made to dispose of the Alamogordo facility. The Company closed its Jackson, Mississippi, plant during the fourth quarter of 2002 and has decided to modify this plant to serve as a warehousing and shipping facility. Modification to the Jackson plant should be completed during 2003. The Company plans to have the Alamogordo plant and manufacturing equipment and the Jackson manufacturing equipment available for sale in the third quarter of 2003. As a result of the Company's transition from U.S. plant production to Orient sourcing, the Company recorded charges in both 2002 and 2001. The principal activity during the first six months of 2002 was the accrual of $3,953,000 of employee termination benefits. The principal plant closing activity during the first six months of 2003 was the payment of employee termination benefits and other exit related costs. There may be additional charges later in the year. The following table summarizes the plant closing accrual activities for the periods presented: Employee Other Termination Inventory Exit Benefits Write-Down Costs Total ----------- ----------- ----------- ----------- Balance January 1, 2003 $ 2,148,000 $ - $ 521,000 $ 2,669,000 Additions (reductions) to accrual (261,000) - 261,000 - Charges in 2003 (725,000) - (604,000) (1,329,000) ----------- ----------- ----------- ----------- Balance June 29, 2003 $ 1,162,000 $ - $ 178,000 $ 1,340,000 =========== =========== =========== =========== Balance January 1, 2002 $ 637,000 $ 880,000 $ 519,000 $ 2,036,000 Additions to accrual 3,953,000 - - 3,953,000 ----------- ----------- ----------- ----------- Balance June 30, 2002 $ 4,590,000 $ 880,000 $ 519,000 $ 5,989,000 =========== =========== =========== =========== The total outsourcing of all Company housewares/small appliance product manufacturing results in the creation of a new LIFO inventory category for the outsourced products. The previous LIFO inventory reserve of approximately $11,000,000 (Manufactured LIFO Reserve) as of January 1, 2002, which is associated with the manufactured housewares/small appliance inventories prior to plant closings, will be realized as this inventory category is sold. During the second half of 2002 the Company recognized a $5,300,000 (or $.48 per share, net of tax) reduction in cost of goods sold resulting from the partial liquidation of the Manufactured LIFO Reserve. During the three and six months ended June 29, 2003, the Company recognized a $1,067,000 and $2,314,000 (or $.10 and $.21 per share, net of tax), respectively, partial liquidation of the Manufactured LIFO Reserve. The Company expects to largely liquidate the remainder of the Manufactured LIFO Reserve of approximately $3,408,000 during the balance of 2003. NOTE E - COMMITMENTS AND CONTINGENCIES - -------------------------------------- On July 16, 2002, the Securities and Exchange Commission filed a lawsuit against National Presto Industries, Inc. alleging the company operated as an unregistered investment company. The case does not involve fraud, deceptive practices or accounting methods, and the Company plans to vigorously defend itself (see Form 8-K filed on July 15, 2002). If unsuccessful the Company may have to reallocate invested assets which will result in reduced yields or it might be required to register as an investment company. The obligations upon registration are many and could include: 1) possible imposition of significant additional reporting requirements (a burden which would not be imposed upon its competitors); 2) potential regard in the market as a closed end mutual fund which could result in a trading price sharply discounted from net asset value; 3) possible limitations on the use of capital and earnings which could inhibit or terminate commercial business growth. In addition, the Company is involved in other routine litigation incidental to its business. Management believes the ultimate outcome of these matters will not have a material affect on the Company's consolidated financial position. NOTE F - ACCUMULATED OTHER COMPREHENSIVE INCOME - ----------------------------------------------- The $829,000 of accumulated comprehensive loss at June 29, 2003, reflects the fair value gain adjustment of $536,000, net of tax, related to available-for-sale marketable security investments offset by the additional net periodic pension liability related to the Company's defined benefit pension plan in the amount of $1,365,000, net of tax. Total comprehensive income was $1,939,000 and $1,129,000 for the three month periods ended June 29, 2003 and June 30, 2002, respectively, and $3,840,000 and a loss of $599,000 for the six months ended June 29, 2003 and June 30, 2002, respectively. NOTE G - RECLASSIFICATIONS - -------------------------- Certain reclassifications have been made to the 2002 financial statements to conform with the 2003 financial statement presentation. These reclassifications did not effect net earnings or stockholders' equity as previously reported. NOTE H - ADOPTION OF NEW ACCOUNTING STANDARDS - --------------------------------------------- In November 2002, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. "FIN 45 addresses accounting for guarantees and the disclosure requirements of a guarantor in its interim and annual financial statements. The disclosure requirements of FIN 45 related to the Company's warranty program for the period ending June 29, 2003, are contained in Note C. The liability recognition requirements of FIN 45 apply to guarantees issued or modified after December 31, 2002. The adoption of this pronouncement did not have a material affect on the Company's consolidated financial position or results of operations. In January 2003, the FASB issued Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities" (VIE), which requires consolidation of variable interest entities by holders of variable interests that meet certain conditions. FIN 46 establishes accounting for variable interests in a VIE created after January 31, 2003. FIN 46 clarifies how an enterprise should determine if it should consolidate a VIE. The adoption of FIN 46 has not had a material affect on the Company's consolidated financial position or results of operation. In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities," which addresses accounting and processing for costs associated with exit or disposal activities. SFAS 146 requires the recognition of a liability, measured at fair value, for a cost associated with an exit or disposal activity when the liability is incurred versus the date the Company commits to an exit plan. The requirements of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS 146 has not had a material affect on the Company's consolidated financial position or results of operation. In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based Compensation- Transition and Disclosure." SFAS 148 amends the disclosure and certain transition provisions of SFAS 123, "Accounting for Stock-Based Compensation." New interim and annual disclosures related to stock options are required in financial statements prepared after December 15, 2002. The pro forma effect of accounting for the minor number of stock options issued by the Company using the fair value method is not material. Accordingly, this pronouncement did not have a material affect on the Company's consolidated financial position or results of operations. In May 2003, the FASB issued Statement 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". This statement changes the classification of certain common financial instruments from either equity or mezzanine presentation to liabilities in the balance sheet and requires an issuer of those financial instruments to recognize changes in fair value or redemption amount, as applicable, in earnings. This statement is effective for financial instruments entered into or modified after May 31, 2003 and, with one exception, is effective for the quarter beginning July 1, 2003 for public companies. As the Company has not issued any financial instruments addressed by this new pronouncement its adoption is not anticipated to have a material effect on the Company's financial statements. The foregoing information for the periods ended June 29, 2003, and June 30, 2002, is unaudited; however, in the opinion of management of the Company, it reflects all the adjustments, which were of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. The condensed consolidated balance sheet as of December 31, 2002, is summarized from audited consolidated financial statements, but does not include all the disclosures contained therein and should be read in conjunction with the 2002 Annual Report. Interim results for the period are not indicative of those for the year. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AN 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-Q, in the Company's 2002 Annual Report to Shareholders, in the Proxy Statement for the annual meeting held May 20, 2003, 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, and the impact of closing certain U.S. production facilities. Additional information concerning these and other factors is contained in the Company's Securities and Exchange Commission filings, including but not limited to the Form 10-K, copies of which are available from the Company without charge. Comparison Second Quarter 2003 and 2002 - --------------------------------------- Readers are directed to Note B, "Business Segments" for data on the financial results of the Company's three business segments for the Quarters ended June 29, 2003 and June 30, 2002. Net sales increased by $1,074,000 from $20,378,000 to $21,452,000 or 5%. The Housewares / Small Appliance Division decrease was a combination of reduced unit volume and pricing. Defense Products Division net sales decreased primarily from reduced unit volume. The Absorbent Products Division net sales increase largely reflected increased unit volume flowing from a production contract entered into late 2002 with another manufacturer in temporary need of additional capacity. That contract was completed during the 2003 quarter. Gross profit for 2003 increased $1,200,000 from $4,103,000 to $5,303,000. For Housewares / Small Appliance Division the increase in gross margins in part reflected reduced product costs from offshore sourcing along with a $1,067,000 partial liquidation of the Manufactured LIFO reserve (see Note D). For the Defense Products Division the gross profit decrease was the result of reduced volume and less favorable product mix. The increased gross margin for the Absorbent Products Division primarily reflects increased volume of sales. Housewares/Small Appliance selling and general expenses decreased largely because of the corporate restructuring completed during 2002. The Company accrues for unexpended advertising cost, primarily for housewares / small appliances, budgeted for the year against each quarter's sales. Major advertising commitments are incurred in advance of the expenditures, and the timing of sales through dealers and distributors to the ultimate customer does not permit specific identification of the customers' purchase to the actual time an advertisement appears. Advertising charges included in selling expense in each quarter represent that percentage of the annual advertising budget associated with that quarter's shipments. Revisions to this budget result in periodic changes to the accrued liability for committed advertising expenditures. Other income, principally interest, decreased $107,000 from $1,463,000 to $1,356,000 primarily as a result of a lower rate of return on invested funds. Earnings before provision for income taxes increased $1,470,000 from $1,069,000 to $2,539,000. The income tax provision increased from a benefit of $14,000 to a provision of $621,000, which resulted in an effective income tax benefit rate of 1% in 2002 and an effective income tax provision of 24% in 2003. Net earnings increased $835,000 from $1,083,000 to $1,918,000, or 77%. Comparison First Six Months 2003 and 2002 - ----------------------------------------- Readers are directed to Note B, "Business Segments" for data on the financial results of the Company's three business segments for the Six Months ended June 29, 2003 and June 30, 2002. Net sales increased by $532,000 from $42,974,000 to $43,506,000 or 1%. The Housewares / Small Appliance Division and Defense Products Division net sales decreased primarily from reduced unit volume. The Absorbent Products Division net sales increased, reflecting increased unit volume. Gross profit for 2003 increased $4,370,000 from $7,160,000 to $11,530,000. For Housewares / Small Appliance Division the increase in gross margins in part reflected reduced product costs from offshore sourcing along with a $2,314,000 partial liquidation of the Manufactured LIFO reserve (see Note D). For the Defense Products Division the gross profit decrease was the result of reduced unit volume and less favorable product mix. The increased gross margin for the Absorbent Products Division primarily reflects increased volume of sales. The accrual for unexpended advertising costs discussed in the Second Quarter comparison also applies to the first six months. Readers are also directed to Note D, Plant Closing for a comparison of the first six months. Other income, principally interest, decreased $493,000 from $2,957,000 to $2,464,000 primarily as a result of a lower rate of return on invested funds. Earnings before provision for income taxes increased $8,757,000 from a loss of $3,462,000 to a profit of $5,295,000. The income tax provision increased from a benefit of $2,185,000 to a provision of $1,324,000, which resulted in an effective income tax benefit rate of 63% in 2002 and an effective income tax provision of 25% in 2003. Net earnings increased $5,248,000 from a loss of $1,277,000 to a profit of $3,971,000, or 411%. Liquidity and Capital Resources - ------------------------------- Cash and cash equivalents rose by $6,007,000 to $120,644,000. The various changes that make up the increase can be found in the Consolidated Statement of Cash Flows. See Note D for information on 2002 plant closing charges. The Company expects to continue to evaluate acquisition opportunities and will make further acquisitions if the appropriate return on investment is projected. The Company has substantial liquidity in the form of cash and marketable securities to meet all of its anticipated capital requirements, to make dividend payments, and to fund growth through acquisitions and other means. As of June 29, 2003, there were no material capital commitments outstanding. In connection with the Company's plant closing activity during 2003, the Company could incur additional losses upon the disposition of property, plant, and equipment associated with the operations being closed. In addition, the Company may have additional plant closing costs. The Company is not aware of any such costs; however, plant closing activities of this nature are unique and infrequent for the Company, therefore, these activities possess inherent risk that errors in the estimation process could occur. Subject to the foregoing estimation risk, no major plant closing related expenses are expected in 2003. NEW ACCOUNTING PRONOUNCEMENTS Please refer to Note H for information related to the effect of adopting new accounting pronouncements on the Company's consolidated financial statements. ITEM 3. 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 and 7-day variable rate demand notes which are highly liquid instruments with interest rates set every 7 days that can be tendered to the remarketer upon 7 days notice for payment of principal and accrued interest. The 7 day tender feature of these variable rate demand notes are 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 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 affect on the Company, and the Company does not anticipate that future exposure to interest rate market risk will be material. The Company uses sensitivity analysis to determine its exposure to changes in interest rates. The Company has no history of, and does not anticipate in the future, investing in derivative financial instruments. Most transactions with international customers are entered into in U.S. dollars, precluding the need for foreign currency cash flow hedges. Any transactions that are currently entered into for settlement in foreign currency are not deemed material to the financial statements. ITEM 4. CONTROLS AND PROCEDURES The Company's management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the 1934 Act) within 90 days prior to the filing date of this quarterly report. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports it files or submits under the 1934 Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. There have been no significant changes in internal controls, or in other factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation. PART II - OTHER INFORMATION --------------------------- Item 1. Legal Proceedings See Note E in the Notes to Consolidated Financial Statements set forth under Part I - Item 1 above. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 3 (i) - Restated Articles of Incorporation - incorporated by reference from Exhibit 3 (i) of the Company's quarterly report on Form 10-Q for the quarter ended July 6, 1997 (ii) - By-Laws - incorporated byreference from Exhibit 3 (ii) of the Company's quarterly report on Form 10-Q for the quarter ended October 3, 1999 Exhibit 9 - Voting Trust Agreement - incorporated by reference from Exhibit 9 of the Company's quarterly report on Form 10-Q for the quarter ended July 6, 1997 Exhibit 10.1 - 1988 Stock Option Plan - incorporated by reference from Exhibit 10.1 of the Company's quarterly report on Form 10-Q for the quarter ended July 6, 1997 Exhibit 10.2 - Form of Incentive Stock Option Agreement under the 1988 Stock Option Plan - incorporated by reference from Exhibit 10.2 of the Company's quarterly report on Form 10-Q for the quarter ended July 6, 1997 Exhibit 11 - Statement regarding computation of per share earnings Exhibit 31.1 - Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 - Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32.1 - Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.2 - Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K: On April 29, 2003, the registrant filed a current report under Item 12 (filed under item 9 pursuant to SEC guidance) for its earnings press release issued on April 25, 2003. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NATIONAL PRESTO INDUSTRIES, INC. -------------------------------- Date: August 11, 2003 /S/ M. J. Cohen ---------------------------------------- M. J. Cohen, Chair of the Board and President (Principal operating officer) Date: August 11, 2003 /S/ R. F. Lieble ---------------------------------------- R. F. Lieble, Chief Financial Officer and Treasurer (Principal accounting officer) National Presto Industries, Inc. Exhibit Index Exhibit Number Exhibit Description ------ -------------------------------------------------------- 11 Computation of Earnings per Share 31.1 Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Chief Financial Officer Certification pursuant to Section 302 of the Sarvanes-Oxley Act of 2002 32.1 Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002