0001437749-23-004165npk20230220_8k.htm
false 0000080172 0000080172 2023-02-17 2023-02-17
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 17, 2023
 
 
National Presto Industries, Inc.
(Exact name of registrant as specified in this chapter)
 
Wisconsin
  
1-2451
  
39-0494170
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
3925 North Hastings Way
Eau Claire, Wisconsin
  
54703-3703
(Address of principal executive office)
  
(Zip Code)
 
Registrant’s telephone number, including area code: 715-839-2121
 
N/A
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $1.00 par value
NPK
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 2.02 Results of Operations and Financial Condition
 
On February 17, 2023, the Registrant issued a press release regarding the registrant’s results of operations for the year ended December 31, 2022. The full text of the press release is filed as Exhibit 99.1 to this Form 8-K. Such Exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On February 17, 2023, the registrant announced the election of John MacKenzie to Vice President of Sales.  Prior to that date he had most recently served the Company as its Director of Sales and in other capacities as its National Sales Manager and District Sales Manager.  Mr. MacKenzie has been associated with the Company since 2016.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit
No.
Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
Forward looking statements in this Form 8-K 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 above, among the other factors that could cause actual results to differ materially are the following: government defense spending and defense requirements; termination for the convenience of the government; interest rates; continuity of relationships with and purchases by the United States Government and other major customers; unexpected problems or events experienced by subcontractors, team members, or their respective suppliers or subcontractors; product mix; competitive pressure on pricing; increases in material, freight/shipping, labor or other production costs that cannot be recouped through pricing; and such other factors as may be described from time to time in the Registrant’s SEC filings.
 
 
 
 
SIGNATURE
 
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 hereunto duly authorized.
 
     
 
National Presto Industries, Inc.
 
(Registrant)
     
Date: February 22, 2023
By:
/s/ Maryjo Cohen
   
(Signature) Maryjo Cohen, President
   
and Chief Executive Officer
     
 
 
0001437749-23-004165ex_478055.htm

Exhibit 99.1

 

 

   

NEWS RELEASE

CONTACT: David Peuse

FOR IMMEDIATE RELEASE

 (715) 839-2146

 

 

NATIONAL PRESTO INDUSTRIES, INC. ANNOUNCES

2022 SALES AND EARNINGS AND 2023 DIVIDEND

 

Eau Claire, Wisconsin (February 17, 2023) -- National Presto Industries, Inc. (NYSE: NPK) announced today 2022 sales and earnings, as shown in the table below. Net earnings per share have been computed on the basis of the weighted average number of common shares outstanding for the respective periods.

 

In response to questions about the Company’s sales, Maryjo Cohen, President, stated, “Net 2022 consolidated sales were $321.6 million, down $34.2 million (9.6%) from 2021’s levels. Earnings were $20.7 million ($2.92 per share) a decrease of $5.0 million (19.3%) from 2021’s $25.7 million ($3.63 per share). Both reductions were largely driven by changes in revenues and operating earnings at the Defense segment. Defense sales declined $37.0 million or 15.5%, reflecting continued supply chain issues from government COVID-related mandates, in particular the labor shortages engendered by stay-at-home subsidies. The combination of reduced sales, a less favorable mix, and reduced efficiencies stemming from those same labor shortages and other supply chain issues also resulted in a decrease in the Defense segment’s comparative operating earnings of $19.6 million or 38.2%. Both the Housewares/Small Appliance and Safety segments enjoyed nominal revenue increases. The Housewares/Small Appliance segment reported an operating profit of $5.3 million in contrast to the prior year’s loss. The return to profitability was due in part to price increases and in part to reductions in second half ocean freight costs from those incurred during the prior year. As anticipated, the startup Safety segment once again reported a loss. The Federal Reserve Board’s decision to boost rates from last year’s target of 0 to 0.25% to the year-end target of 4.25 to 4.50% increased yields, which in turn resulted in improved comparative portfolio earnings.”

 

The Board of Directors of National Presto Industries, Inc. announced today the 2023 dividend, which consists of the regular dividend of $1.00 per share, plus an extra of $3.00. The 2023 dividend is the most recent in an unbroken history of seventy-nine years. The record date for the dividend will be ‐‐‐‐March 1, 2023, and the payment date, March ‐‐‐15, 2023. In addition, the Board confirmed May 16, 2023, as the date of the Company’s 2023 annual meeting of shareholders. The record date for the annual meeting will be March 24, 2023.

 

With the retirement of Richard L. Jeffers on January 20, 2023, today, the Board elected John R. MacKenzie to the position of Vice President of Sales. Ms. Cohen stated, “We are fortunate to have a person with Mr. MacKenzie’s knowledge, expertise, and experience to fill the role as Vice President of Sales. Mr. MacKenzie has been with the company for seven years. He joined the Company in 2016 as a District Sales Manager and has been successively its National Sales Manager and Director of Sales.”

 

National Presto Industries, Inc. operates in three business segments. The Housewares/Small Appliance segment designs and sells small household appliances and pressure cookers under the PRESTO® brand name. The segment is recognized as an innovator of new products. The Defense segment manufactures a variety of products, including medium caliber training and tactical ammunition, energetic ordnance items, fuzes, cartridge cases, and metal parts. The Safety segment offers fire extinguishers, carbon monoxide detectors, and systems that provide early warning of conditions that, if not corrected, would cause significant losses.

 

   

YEAR ENDED DECEMBER 31

  
   

2022

    

2021

  

Net Sales

   $ 321,623,000     $ 355,777,000  

Net Earnings

  $ 20,699,000     $ 25,654,000  

Net Earnings Per Share

   $ 2.92     $ 3.63  

Weighted Shares Outstanding

     7,081,000       7,060,000  

 

 

This release contains “forward looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that are subject to certain risks and uncertainties, as well as assumptions, that could cause actual results to differ materially from historical results and those presently anticipated or projected. In addition to the factors discussed above, other important risk factors are delineated in the Company’s various SEC filings.