National Presto Industries Inc 10-K/A, filed Mar 31, 2020
National Presto Industries Inc (NPK)
About this 10-K/A
National Presto Industries Inc filed this 10-K/A on March 31, 2020, covering the fiscal year ended December 31, 2019.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-K/A
Amendment No. 1
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☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
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☐ 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
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NATIONAL PRESTO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Wisconsin |
39-0494170 |
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(State or other jurisdiction of |
(IRS Employer |
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incorporation or organization) |
Identification Number) |
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3925 North Hastings Way |
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Eau Claire, Wisconsin |
54703-3703 |
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(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:
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Trading |
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Name of each exchange |
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Title of each class |
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Symbol(s) |
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on which registered |
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$1.00 par value common stock |
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NPK |
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
NONE
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
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 ☐ No ☑
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 ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☑ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
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: $462,078,337. The number of shares outstanding of each of the registrant's classes of common stock, as of March 1, 2020 was 7,006,323.
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EXPLANATORY NOTE
National Presto Industries, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on March 11, 2020. The purpose of this Amendment is to file Exhibit 23.1, Consent of Independent Registered Public Accounting Firm, which includes the consent to the incorporation by reference to the registration statement on Form S-8 (File No. 333-220280), and provide the signature of the Company’s principal financial officer, both of which were inadvertently omitted in the Form 10-K.
This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-K or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(a) |
Documents filed as part of this Form 10-K: |
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1. |
Consolidated Financial Statements
See “Consolidated Financial Statements” in Item 15 of Form 10-K, which is incorporated by reference. |
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2. |
Consolidated Financial Statement Schedule
See “Consolidated Financial Statement Schedule” in Item 15 of Form 10-K, which is incorporated by reference. |
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(b) Exhibits: |
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Exhibit Number |
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Description |
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Exhibit 3(i) |
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Exhibit 3(ii) |
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Exhibit 4 |
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Exhibit 9.1 |
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Exhibit 9.2 |
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Exhibit Number |
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Description |
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Exhibit 10.1* |
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Exhibit 10.2* |
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Exhibit 10.3* |
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Exhibit 10.4* |
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Exhibit 21 |
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Exhibit 23.1 |
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Exhibit 31.1 |
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Exhibit 31.2 |
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Certification of the Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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Exhibit 32.1 |
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Exhibit 32.2 |
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Exhibit 101 |
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The following financial information from National Presto Industries, Inc.’s annual report on Form 10-K for the period ended December 31, 2019, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Stockholders’ Equity, (v) Notes to Consolidated Financial Statements, and (vi) Schedule II - Valuation and Qualifying Accounts - incorporated by reference from Exhibit 101 of the Company’s annual report on Form 10-K for the year ended December 31, 2019 |
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* Compensatory Plans |
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(c) Schedules: |
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Reference is made to Item 15(a)2 of Form 10-K for the year ended December 31, 2019.
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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.
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NATIONAL PRESTO INDUSTRIES, INC. |
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By: |
/S/ Maryjo Cohen |
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Maryjo Cohen |
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President and Chief Executive Officer |
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Date: March 31, 2020 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: |
/S/ David J. Peuse |
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David J. Peuse |
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Treasurer (Principal Financial Officer) |
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and Director of Financial Reporting |
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Date: |
March 31, 2020 |
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EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
National Presto Industries, Inc.
Eau Claire, Wisconsin
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333‑220280) of National Presto Industries, Inc. of our reports dated March 10, 2020, relating to the consolidated financial statements and financial statement schedule and the effectiveness of internal control over financial reporting which appear in the Annual Report on Form 10-K. Our report on the effectiveness of internal control over financial reporting expresses an adverse opinion on the effectiveness of National Presto Industries, Inc.’s internal control over financial reporting as of December 31, 2019.
/s/ BDO USA, LLP
Milwaukee, Wisconsin
March 31, 2020
EXHIBIT 31.1
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Maryjo Cohen, certify that:
1. I have reviewed this annual report on Form 10-K/A of National Presto Industries, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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Date: March 31, 2020 |
/S/ |
Maryjo Cohen |
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Maryjo Cohen |
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Chief Executive Officer |
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EXHIBIT 31.2
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David J. Peuse, certify that:
1. I have reviewed this annual report on Form 10-K/A of National Presto Industries, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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Date: March 31, 2020 |
/S/ |
David J. Peuse |
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David J. Peuse |
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Treasurer |
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