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EML Eastern Company

27.50
0.00 (0.00%)
Pre Market
Last Updated: 13:09:29
Delayed by 15 minutes
Share Name Share Symbol Market Type
Eastern Company NASDAQ:EML NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 27.50 25.99 29.24 0 13:09:29

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

06/08/2024 9:30pm

Edgar (US Regulatory)


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

 

 

for the quarterly period ended June 29, 2024

 

OR

 

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

 

 

 

  for the transition period from ________________ to _______________

 

Commission File Number001-35383

 

THE EASTERN COMPANY

(Exact name of registrant as specified in its charter)

 

Connecticut

 

06-0330020

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

3 Enterprise Drive, Suite 408, Shelton, Connecticut

 

06484

(Address of principal executive offices)

 

(Zip Code)

 

(203)-729-2255

(Registrant’s telephone number, including area code)

 

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, No Par Value

EML

NASDAQ Global Market

 

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, a 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 Exchange Act). Yes  No ☒

 

As of June 29, 2024, 6,228,432 shares of the registrant’s common stock, no par value per share, were issued and outstanding.

 

 

 

 

The Eastern Company

Form 10-Q

 

FOR THE QUARTERLY PERIOD ENDED JUNE 29, 2024

 

TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I

FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements (unaudited)

 

3

 

 

Condensed Consolidated Statements of Operations

 

3

 

 

Condensed Consolidated Statements of Comprehensive Income

 

4

 

 

Condensed Consolidated Balance Sheets

 

5

 

 

Condensed Consolidated Statements of Cash Flows

 

7

 

 

Notes to Condensed Consolidated Financial Statements

 

8

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

17

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

25

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

25

 

 

 

 

 

 

PART II

OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings

 

26

 

 

 

 

 

 

Item 1A.

Risk Factors

 

26

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

26

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

26

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

 

26

 

 

 

 

 

 

Item 5.

Other Information

 

26

 

 

 

 

 

 

Item 6

Exhibits

 

27

 

 

 

 

 

 

SIGNATURES

 

28

 

 

 
- 2 -

Table of Contents

 

PART 1 – FINANCIAL INFORMATION

 

ITEM 1 – FINANCIAL STATEMENTS

 

THE EASTERN COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Net sales

 

$73,151,889

 

 

$68,337,790

 

 

$141,080,976

 

 

$140,833,158

 

Cost of products sold

 

 

(54,941,336)

 

 

(53,189,948)

 

 

(106,674,324)

 

 

(110,187,615)

Gross margin

 

 

18,210,553

 

 

 

15,147,842

 

 

 

34,406,652

 

 

 

30,645,543

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product development expense

 

 

(1,301,487)

 

 

(1,431,110)

 

 

(2,661,284)

 

 

(2,832,309)

Selling and administrative expenses

 

 

(11,536,949)

 

 

(11,289,037)

 

 

(23,035,906)

 

 

(23,226,674)

Operating profit

 

 

5,372,117

 

 

 

2,427,695

 

 

 

8,709,462

 

 

 

4,586,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(829,934)

 

 

(781,104)

 

 

(1,674,969)

 

 

(1,507,110)

Other (expense) income

 

 

(20,066)

 

 

252,180

 

 

 

(9,712)

 

 

(378,520)

Income before income taxes

 

 

4,522,117

 

 

 

1,898,771

 

 

 

7,024,781

 

 

 

2,700,930

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

(1,014,245)

 

 

(499,564)

 

 

(1,569,336)

 

 

(694,409)

Net income

 

$3,507,872

 

 

$1,399,207

 

 

$5,455,445

 

 

$2,006,521

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$0.56

 

 

$0.22

 

 

$0.88

 

 

$0.32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$0.56

 

 

$0.22

 

 

$0.87

 

 

$0.32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends per share:

 

$0.11

 

 

$0.11

 

 

$0.22

 

 

$0.22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
- 3 -

Table of Contents

 

THE EASTERN COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Net income

 

$3,507,872

 

 

$1,399,207

 

 

$5,455,445

 

 

$2,006,521

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in foreign currency translation

 

 

(472,078)

 

 

(431,042)

 

 

(629,078)

 

 

(94,457)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of foreign currency swap, net of tax benefit of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024 - $(109,797) and $(17,103) respectively

 

 

(477,378)

 

 

-

 

 

 

(74,362)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of interest rate swap, net of tax benefit of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2023 - $(274,957) and $(362,648) respectively

 

 

-

 

 

 

(1,172,067)

 

 

-

 

 

 

(1,449,754)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in pension and postretirement benefit costs, net of taxes of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2024 - $71,355 and $142,710 respectively; 2023 - $74,359 and $148,719 respectively

 

 

237,501

 

 

 

252,670

 

 

 

480,837

 

 

 

505,338

 

Total other comprehensive loss

 

 

(711,955)

 

 

(1,350,439)

 

 

(222,603)

 

 

(1,038,873)

Comprehensive income

 

$2,795,917

 

 

$48,768

 

 

$5,232,842

 

 

$967,648

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
- 4 -

Table of Contents

 

THE EASTERN COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

June 29,

2024

 

 

December 30,

2023

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$11,706,497

 

 

$8,299,453

 

Marketable securities

 

 

2,034,602

 

 

 

986,477

 

Accounts receivable, less allowances: 2024 - $562,498; 2023 - $564,816

 

 

42,327,344

 

 

 

37,057,488

 

Inventories

 

 

56,879,677

 

 

 

59,272,207

 

Current portion of notes receivable

 

 

192,933

 

 

 

573,269

 

Prepaid expenses and other assets

 

 

5,127,614

 

 

 

6,047,814

 

Total Current Assets

 

 

118,268,667

 

 

 

112,236,708

 

 

 

 

 

 

 

 

 

 

Property, Plant and Equipment

 

 

62,804,268

 

 

 

60,270,096

 

Accumulated depreciation

 

 

(33,485,314)

 

 

(31,980,335)

Property, Plant and Equipment, Net

 

 

29,318,954

 

 

 

28,289,761

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

70,700,912

 

 

 

70,776,893

 

Trademarks

 

 

5,514,853

 

 

 

5,514,960

 

Patents and other intangibles net of accumulated amortization

 

 

13,372,930

 

 

 

15,325,927

 

Long term notes receivable, less current portion

 

 

284,330

 

 

 

374,932

 

Deferred Income Taxes

 

 

2,536,357

 

 

 

2,283,571

 

Right of Use Assets

 

 

15,682,994

 

 

 

17,236,449

 

Other Long-Term Assets

 

 

222,504

 

 

 

-

 

Total Other Assets

 

 

108,314,880

 

 

 

111,512,732

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$255,902,501

 

 

$252,039,201

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

 

 

 

 

 

 

 

 

 
- 5 -

Table of Contents

 

THE EASTERN COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

June 29,

2024

 

 

December 30,

2023

 

 

 

(unaudited)

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts payable

 

$27,683,500

 

 

$25,319,473

 

Accrued compensation

 

 

5,493,325

 

 

 

5,379,381

 

Other accrued expenses

 

 

5,098,540

 

 

 

4,556,623

 

Current portion of operating lease liability

 

 

3,846,537

 

 

 

4,424,369

 

Current portion of finance lease liability

 

 

182,219

 

 

 

182,010

 

Current portion of long-term debt

 

 

2,853,935

 

 

 

2,871,870

 

Other current liabilities

 

 

296,866

 

 

 

-

 

Total Current Liabilities

 

 

45,454,922

 

 

 

42,733,726

 

 

 

 

 

 

 

 

 

 

Other long-term liabilities

 

 

640,724

 

 

 

640,724

 

Operating lease liability, less current portion

 

 

11,836,457

 

 

 

12,812,079

 

Finance lease liability, less current portion

 

 

665,217

 

 

 

728,100

 

Long-term debt, less current portion

 

 

39,575,849

 

 

 

41,063,865

 

Accrued postretirement benefits

 

 

579,832

 

 

 

554,758

 

Accrued pension cost

 

 

20,662,798

 

 

 

21,025,365

 

Total Liabilities

 

 

119,415,799

 

 

 

119,558,617

 

 

 

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

 

 

 

Voting Preferred Stock, no par value:

 

 

 

 

 

 

 

 

Authorized and unissued: 1,000,000 shares

 

 

 

 

 

 

 

 

Nonvoting Preferred Stock, no par value:

 

 

 

 

 

 

 

 

Authorized and unissued: 1,000,000 shares

 

 

 

 

 

 

 

 

Common Stock, no par value, Authorized: 50,000,000 shares

 

 

34,575,179

 

 

 

33,950,859

 

Issued: 9,122,953 shares as of 2024 and 9,091,815 shares as of 2023

 

 

 

 

 

 

 

 

Outstanding: 6,228,432 shares as of 2024 and 6,217,370 shares as of 2023

 

 

 

 

 

 

 

 

Treasury Stock: 2,894,521 shares as of 2024 and 2,874,445 shares as of 2023

 

 

(23,762,587)

 

 

(23,280,467)

Retained earnings

 

 

148,891,689

 

 

 

144,805,168

 

Accumulated other comprehensive loss:

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

(1,495,677)

 

 

(866,599)

Unrealized loss on foreign currency swap, net of tax

 

 

(74,362)

 

 

-

 

Unrecognized net pension and postretirement benefit costs, net of tax

 

 

(21,647,540)

 

 

(22,128,377)

Accumulated other comprehensive loss

 

 

(23,217,579)

 

 

(22,994,976)

Total Shareholders’ Equity

 

 

136,486,702

 

 

 

132,480,584

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$255,902,501

 

 

$252,039,201

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

 

 

 

 

 

 

 

 

 
- 6 -

Table of Contents

 

THE EASTERN COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

Operating Activities

 

 

 

 

 

 

Net income

 

$5,455,445

 

 

$2,006,521

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

3,741,969

 

 

 

3,621,126

 

Reduction in carrying amount of ROU assets

 

 

1,553,455

 

 

 

4,404,043

 

Unrecognized pension and postretirement benefits

 

 

10,219

 

 

 

656,655

 

Loss on sale of equipment and other assets

 

 

40,801

 

 

 

318,775

 

Provision for doubtful accounts

 

 

4,000

 

 

 

(16,731)

Stock compensation expense

 

 

624,320

 

 

 

10,185

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(5,266,258)

 

 

918,871

 

Inventories

 

 

2,365,449

 

 

 

7,711,536

 

Prepaid expenses and other

 

 

1,006,407

 

 

 

562,548

 

Other assets

 

 

28,721

 

 

 

163,077

 

Accounts payable

 

 

2,939,089

 

 

 

(953,660)

Accrued compensation

 

 

96,109

 

 

 

(165,590)

Operating lease liability

 

 

(1,553,455)

 

 

(4,395,424)

Other accrued expenses

 

 

(784,960)

 

 

(1,283,477)

Net cash provided by operating activities

 

 

10,261,311

 

 

 

13,558,455

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

Marketable securities

 

 

(999,960)

 

 

-

 

Business acquisition

 

 

-

 

 

 

(547,638)

Payments received from notes receivable

 

 

470,937

 

 

 

2,309,236

 

Proceeds from sale of equipment

 

 

18,000

 

 

 

-

 

Purchases of property, plant, and equipment

 

 

(2,834,977)

 

 

(1,978,784)

Net cash used in investing activities

 

 

(3,346,000)

 

 

(217,186)

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

Proceeds from new long-term debt financing

 

 

-

 

 

 

60,000,000

 

Principal payments on long-term debt

 

 

(1,505,952)

 

 

(69,248,743)

Payments on short term borrowings (revolver)

 

 

-

 

 

 

(252,025)

Financing leases, net

 

 

(62,674)

 

 

674,558

 

Purchase common stock for treasury

 

 

(482,120)

 

 

-

 

Dividends paid

 

 

(1,368,924)

 

 

(1,369,941)

Net cash used in financing activities

 

 

(3,419,670)

 

 

(10,196,151)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(88,597)

 

 

(127,966)

Net change in cash and cash equivalents

 

 

3,407,044

 

 

 

3,017,152

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

8,299,453

 

 

 

10,187,522

 

Cash and cash equivalents at end of period

 

$11,706,497

 

 

$13,204,674

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Interest

 

$1,639,713

 

 

$1,364,527

 

Income taxes

 

 

1,599,765

 

 

 

315,120

 

 

 

 

 

 

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

 

 

 

Right of use asset

 

 

144,445

 

 

 

4,404,043

 

Lease liability

 

 

(144,445)

 

 

(5,355,510)

 

 

 

 

 

 

 

 

 

See accompanying notes

 

 

 

 

 

 

 

 

 

 
- 7 -

Table of Contents

 

THE EASTERN COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

June 29, 2024

 

Note A – Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and do not include all the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. Refer to the consolidated financial statements of The Eastern Company (together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023, filed with the Securities and Exchange Commission on March 12, 2024 (the “2023 Form 10-K”), for additional information.

 

The accompanying condensed consolidated financial statements are unaudited. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for interim periods have been reflected therein. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. All intercompany accounts and transactions are eliminated.

 

The condensed consolidated balance sheet as of December 30, 2023 has been derived from the audited consolidated balance sheet at that date.

 

The Company’s fiscal year is a 52-53-week fiscal year ending on the Saturday nearest to December 31. References in this Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2024 (this “Form 10-Q”) to 2023, the 2023 fiscal year or fiscal 2023 mean the 52-week period ended on December 30, 2023, and references to 2024, the 2024 fiscal year or fiscal 2024 mean the 52-week period ending on December 28, 2024. In a 52-week fiscal year, each quarter has 13 weeks. References to the second quarter of 2023, the second fiscal quarter of 2023 or the three months ended July 1, 2023, mean the 13-week period from April 2, 2023 to July 1, 2023. References to the second quarter of 2024, the second fiscal quarter of 2024 or the three months ended June 29, 2024, mean the 13-week period from March 31, 2023 to June 29, 2024. References to the first six months of 2023 or the six months ended July 1, 2023 mean the period from January 1, 2023 to July 1, 2023. References to the first six months of 2024 or the six months ended June 29, 2024 mean the period from December 31, 2023 to June 29, 2024.

 

Certain amounts in the 2023 financial statements have been reclassified to conform with the 2024 presentation with no impact or change to previously reported net income or shareholders’ equity.

 

Note B – Earnings Per Share

 

The denominators used to calculate earnings per share are as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

6,233,153

 

 

 

6,232,717

 

 

 

6,224,596

 

 

 

6,227,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

6,233,153

 

 

 

6,232,717

 

 

 

6,224,596

 

 

 

6,227,873

 

Dilutive stock appreciation rights

 

 

25,626

 

 

 

32,462

 

 

 

25,626

 

 

 

32,462

 

Denominator for diluted earnings per share

 

 

6,258,779

 

 

 

6,265,179

 

 

 

6,250,222

 

 

 

6,260,335

 

 

 
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Note C – Fair Value of Instruments

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The company utilizes a fair value hierarchy, which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The fair value hierarchy has three levels of inputs that may be used to measure fair value:

 

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

 

Level 2

Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

 

 

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

 

The Company’s financial instruments are primarily investments in marketable securities (Level 1), designated foreign currency hedge contracts – see Note O, Financial Instruments and Fair Value Measurements, and pension assets, see Note L, Retirement Benefit Plans.

 

The carrying amounts of other financial instruments (cash and cash equivalents, marketable securities, accounts receivable, accounts payable and debt) as of June 29, 2024 and December 30, 2023, approximate fair value because of their short-term nature and market-based interest rates.

 

Note D – Inventories

 

Inventories consist of the following components:

 

 

 

June 29,

2024

 

 

December 30,

2023

 

 

 

 

 

 

 

 

Raw material and component parts

 

$23,511,138

 

 

$24,500,087

 

Work in process

 

 

9,555,150

 

 

 

9,957,068

 

Finished goods

 

 

23,813,389

 

 

 

24,815,052

 

Total inventories

 

$56,879,677

 

 

$59,272,207

 

 

Note E - Goodwill

 

The aggregate carrying amount of goodwill is approximately $70.7 million as of June 29, 2024. No impairment was recognized in the second quarter of 2024.

 

The Company evaluates its reporting units for impairment annually in December, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Such events and circumstances could include, among other things, increased competition or unexpected loss of market share, significant adverse changes in the markets in which the Company operates, or unexpected business disruptions. The Company tests reporting units for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, the Company records an impairment loss based on the difference between fair value and carrying amount not to exceed the associated carrying amount of goodwill. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industry and have been based on historical data from both external and internal sources.

 

Note F – Leases

 

The Company presents right-of-use (ROU) assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02, Leases. The Company accounts for non-lease components as part of the lease component to which they relate. Lease accounting involves significant judgements, including making estimates related to the lease term, lease payments, and discount rate.

 

 
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The Company has operating leases for buildings, warehouses, and office equipment. The Company determines whether an arrangement is, or contains, a lease at contract inception. An arrangement contains a lease if the Company has the right to direct the use of and obtain substantially all the economic benefits of an identified asset. ROU assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew. The exercise of lease renewal options is at our sole discretion. All options to extend, when it is reasonably certain the option will be exercised, have been included in the calculation of the ROU asset and lease liability.

 

Currently, the Company has nineteen operating leases with a lease liability of $15.7 million and two finance leases with a lease liability of $0.8 million as of June 29, 2024. The terms and conditions of the leases are determined by the individual agreements. The leases do not contain residual value guarantees, restrictions, or covenants that could cause the Company to incur additional financial obligations. There are no related party lease transactions. There are no leases that have not yet commenced that could create significant rights and obligations for the Company.

 

The future payments (in millions) due under non-cancelable operating and finance leases as of June 29, 2024 are as follows:

 

 

 

Operating

 

 

Finance

 

2024

 

$2.1

 

 

$0.1

 

2025

 

 

3.2

 

 

 

0.2

 

2026

 

 

2.5

 

 

 

0.2

 

2027

 

 

2.1

 

 

 

0.2

 

2028

 

 

1.9

 

 

 

0.2

 

thereafter

 

 

6.4

 

 

 

0.2

 

 

 

 

18.3

 

 

 

1.0

 

Less effects of discounting

 

 

(2.6)

 

 

(0.2)

Lease liabilities recognized

 

$15.7

 

 

$0.8

 

 

As of June 29, 2024, the weighted average lease term for all operating and finance leases is 7.0 and 5.6 years, respectively. The weighted average discount rate associated with operating and finance leases was 6.4% and 6.3%, respectively.

 

Note G - Debt

 

On June 16, 2023, the Company entered into a credit agreement with TD Bank, N.A., Wells Fargo Bank, Bank of America, and M&T Bank as lenders (the “Credit Agreement”), that included a $60 million term portion and a $30 million revolving commitment portion. The proceeds of the term loan were used to repay the Company’s remaining outstanding term loan and to terminate its existing credit facility with Santander Bank, N.A. (approximately $59 million). The term loan portion of the credit facility requires quarterly principal payments of (i) $750,000 beginning on September 30, 2023 through June 30, 2025, (ii) $1,125,000 beginning on September 30, 2025 through June 30, 2027, and (iii) $1,500,000 beginning on September 30, 2027 through March 31, 2028, with the balance of the term loan payable on the maturity date of June 16, 2028. Amounts outstanding under the revolving portion of the credit facility are generally due and payable on the expiration date of the Credit Agreement (June 16, 2028). The Company can elect to prepay some or all of the outstanding balance from time to time without penalty. A commitment fee is payable on the unused portion of the revolving credit facility based on the Company’s consolidated ratio of net debt to adjusted EBITDA from time to time. Currently, the commitment fee is 0.30%. The Company has no borrowings outstanding under the revolving commitment portion of the credit facility as of June 29, 2024.

 

The term loan bears interest at a variable rate based on the Term Secured Overnight Financing Rate (“SOFR”), plus an adjustment of ten basis points, plus an applicable margin of 1.875% to 2.625%, depending on the Company’s senior net leverage ratio. Borrowings under the revolving portion bear interest at a variable rate based on, at the Company’s election, a base rate plus an applicable margin of 0.875% to 1.625% or SOFR, plus an adjustment of ten basis points, plus an applicable margin of 1.875% to 2.625%, with such margins determined based on the Company’s senior net leverage ratio. The Company’s obligations under the Credit Agreement are secured by a lien on certain of the Company’s and its subsidiaries’ assets pursuant to a Pledge and Security Agreement, dated as of June 16, 2023, with TD Bank N.A., as administrative agent.

 

The Company’s loan covenants under the Credit Agreement require the Company to maintain a senior net leverage ratio not to exceed 3.5 to 1. In addition, the Company is required to maintain a fixed charge coverage ratio to be not less than 1.25 to 1. The Company was in compliance with all its covenants under the Credit Agreement on June 29, 2024, and through the date of filing this Form 10-Q.

 

 
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Note H - Stock Options and Awards

 

On February 19, 2020, the Board of Directors of the Company (the “Board”) adopted The Eastern Company 2020 Stock Incentive Plan (the “2020 Plan”), which replaced The Eastern Company 2010 Executive Stock Incentive Plan after its expiration in February 2020. On April 29, 2020, at the Company’s 2020 Annual Meeting of Shareholders, the shareholders of the Company approved and adopted the 2020 Plan. The Company has no other existing plan pursuant to which equity awards may be granted.

 

Incentive stock options granted under the 2020 Plan must have exercise prices that are not less than 100% of the fair market value of the Company’s common stock on the dates the stock options are granted. Restricted stock awards may also be granted to participants under the 2020 Plan with restrictions determined by the Compensation Committee of the Board. Under the 2020 Plan, non-qualified stock options granted to participants will have exercise prices determined by the Compensation Committee of the Board. During the first six months of fiscal 2024 and 2023, the Company granted stock awards with respect to 92,016 and 64,500 shares of Company common stock, respectively, that were subject to the meeting of performance measurements or time based. For the first six months of fiscal years 2024 and 2023, the Company used fair market value to determine the associated expense with stock awards.

 

The 2020 Plan also permits the issuance of Stock Appreciation Rights (“SARs”). The SARs are in the form of an option with a cashless exercise price equal to the difference between the fair value of the Company’s common stock at the date of grant and the fair value as of the exercise date resulting in the issuance of the Company’s common stock. The Company did not issue any SARs during the first six months of fiscal 2024 and 2023.

 

Stock-based compensation (income) expense, including forfeitures, in connection with SARs and stock awards previously granted to employees was approximately $(20,000) and $21,000 in the second quarter of 2024 and the second quarter of 2023, respectively, and was approximately $414,000 and $(163,000) in the first six months of fiscal years 2024 and 2023, respectively.

 

As of June 29, 2024, there were 792,819 shares of Company common stock reserved and available for future grant under the 2020 Plan.

 

The following tables set forth the outstanding SARs for the period specified:

 

 

 

Six Months Ended

 

 

Year Ended

 

 

 

June 29, 2024

 

 

December 30, 2023

 

 

 

Units

 

 

Weighted Average

Exercise Price

 

 

Units

 

 

Weighted Average

Exercise Price

 

Outstanding at beginning of period

 

 

13,000

 

 

$24.19

 

 

 

146,166

 

 

$23.22

 

Expired

 

 

(9,000)

 

 

26.30

 

 

 

(50,833)

 

 

24.24

 

Exercised

 

 

-

 

 

 

-

 

 

 

(33,333)

 

 

21.10

 

Forfeited

 

 

-

 

 

 

-

 

 

 

(49,000)

 

 

22.80

 

Outstanding at end of period

 

 

4,000

 

 

 

20.20

 

 

 

13,000

 

 

 

24.19

 

 

SARs Outstanding and Exercisable

Range of Exercise Prices

 

 

Outstanding as of June 29, 2024

 

 

Weighted Average Remaining Contractual Life

 

 

Weighted Average Exercise Price

 

 

Exercisable as of June 29, 2024

 

 

Weighted Average Remaining Contractual Life

 

 

Weighted Average Exercise Price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

20.20

 

 

 

4,000

 

 

 

0.8

 

 

$20.20

 

 

 

4,000

 

 

 

0.8

 

 

$20.20

 

 

 
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The following tables set forth the outstanding stock awards for the period specified:

 

 

 

Six Months Ended

 

 

Year Ended

 

 

 

June 29, 2024

 

 

December 30, 2023

 

 

 

Shares

 

 

Shares

 

Outstanding at beginning of period

 

 

89,400

 

 

 

64,500

 

Issued

 

 

92,016

 

 

 

82,800

 

Exercised

 

 

(23,734)

 

 

(10,600)

Forfeited

 

 

(11,266)

 

 

(47,300)

Outstanding at end of period

 

 

146,416

 

 

 

89,400

 

 

As of June 29, 2024, outstanding SARs and stock awards had an intrinsic value of $3,750,304.

 

Note I – Share Repurchase Program

 

On August 21, 2023, the Company announced that the Board had approved a new share repurchase program authorizing the Company to repurchase up to 200,000 shares of the Company’s common stock through August 20, 2028. The Company’s share repurchase program does not obligate it to acquire the Company’s common stock at any specific cost per share. Under this program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

 

Below is a summary of the Company’s shares repurchased during the second quarter of 2024 under the share repurchase program.

 

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Maximum Number of Shares that may yet be Purchased Under the Plans

or Programs

 

Balance as of March 30, 2024

 

 

50,076

 

 

$19.38

 

 

 

50,076

 

 

 

149,924

 

March 31, 2024 – June 29, 2024

 

 

10,000

 

 

 

24.73

 

 

 

10,000

 

 

 

139,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 29, 2024

 

 

60,076

 

 

$20.27

 

 

 

60,076

 

 

 

139,924

 

 

Note J – Revenue Recognition

 

The Company’s revenues result from the sale of goods and services and reflect the consideration to which the Company expects to be entitled. The Company records revenues in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers.” The Company has defined purchase orders as contracts in accordance with ASC Topic 606. For its customer contracts, the Company identifies its performance obligations, which are delivering goods or services, determines the transaction price, allocates the contract transaction price to the performance obligations (when applicable), and recognizes the revenue when (or as) the performance obligation is transferred to the customer. A good or service is transferred when the customer obtains control of that good or service. The Company’s revenues are recorded at a point in time from the sale of tangible products. Revenues are recognized when products are shipped.

 

Customer volume rebates, product returns, discount and allowance are variable considerations and are recorded as a reduction of revenue in the same period that the related sales are recorded. The Company has reviewed the overall sales transactions for variable consideration and has determined that these costs are not material.

 

The Company has no future performance obligations and does not capitalize costs to obtain or fulfill contracts.

 

 
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Note K - Income Taxes

 

The Company files income tax returns in the U.S. at the federal and state levels, and in foreign jurisdictions. With limited exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2019 and is no longer subject to non-U.S. income tax examinations by foreign tax authorities for years prior to 2017.

 

The total amount of unrecognized tax benefits could increase or decrease within the next 12 months for several reasons, including the closure of federal, state, and foreign tax years by expiration of the statute of limitations and the recognition and measurement considerations under FASB ASC Topic 740, “Income Taxes.”  There have been no significant changes to the value of unrecognized tax benefits during the six months ended June 29, 2024. The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits will not increase or decrease significantly over the next twelve months.

 

Note L - Retirement Benefit Plans

 

The Company has four non-contributory defined benefit pension plans covering most U.S. employees. All of these pension plans are frozen and participants in these plans have not accrued benefits since the date on which these plans were frozen. Plan benefits are generally based upon age at retirement, years of service and, for the plan covering salaried employees, the level of compensation. The Company also sponsors unfunded non-qualified supplemental retirement plans that provide certain former officers with benefits in excess of limits imposed by federal tax law.

 

The Company also provides health care and life insurance for retired salaried employees in the United States who meet specific eligibility requirements.

 

Significant disclosures relating to these benefit plans for the first three months and first six months 2024 and 2023 are as follows:

 

 

 

Pension Benefits

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Service cost

 

$178,004

 

 

$216,153

 

 

$356,007

 

 

$432,306

 

Interest cost

 

 

966,704

 

 

 

990,053

 

 

 

1,933,406

 

 

 

1,980,107

 

Expected return on plan assets

 

 

(1,099,034)

 

 

(1,049,014)

 

 

(2,198,069)

 

 

(2,098,030)

Amortization of prior service cost

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Amortization of the net loss

 

 

327,363

 

 

 

342,865

 

 

 

654,728

 

 

 

685,730

 

Net periodic benefit cost (benefit)

 

$373,037

 

 

$500,057

 

 

$746,072

 

 

$1,000,113

 

 

 

 

Other Postretirement Benefits

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Service cost

 

$3,574

 

 

$6,486

 

 

$7,148

 

 

$12,972

 

Interest cost

 

 

12,951

 

 

 

14,533

 

 

 

25,902

 

 

 

29,066

 

Expected return on plan assets

 

 

(4,684)

 

 

(4,849)

 

 

(9,368)

 

 

(9,698)

Amortization of prior service cost

 

 

1,060

 

 

 

1,060

 

 

 

2,120

 

 

 

2,120

 

Amortization of the net loss

 

 

(19,567)

 

 

(16,895)

 

 

(39,134)

 

 

(33,790)

Net periodic benefit cost

 

$(6,666)

 

$335

 

 

$(13,332)

 

$670

 

 

 
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The Company’s funding policy with respect to its qualified plans is to contribute at least the minimum amount required by applicable laws and regulations. In fiscal year 2024, the Company expects to make cash contributions to its qualified pension plans of approximately $2,100,000 and approximately $50,000 into its other postretirement plan. As of June 29, 2024, the Company has contributed $979,000 to its pension plans and $14,000 to its postretirement plan in fiscal year 2024 and expects to make the remaining contributions as required during the remainder of the fiscal year.

 

The Company has a contributory savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) covering substantially all U.S. non-union employees. The 401(k) Plan allows participants to make voluntary contributions from their annual compensation on a pre-tax basis, subject to limitations under the Internal Revenue Code. The 401(k) Plan provides for contributions by the Company at its discretion.

 

The Company made contributions to the 401(k) Plan as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Regular matching contribution

 

$261,993

 

 

$253,665

 

 

$547,556

 

 

$506,426

 

Transitional credit contribution

 

 

21,964

 

 

 

26,344

 

 

 

50,870

 

 

 

60,663

 

Non-discretionary contribution

 

 

102,873

 

 

 

89,163

 

 

 

213,763

 

 

 

521,112

 

Total contributions for the period

 

$386,830

 

 

$369,172

 

 

$812,189

 

 

$1,088,201

 

 

The non-discretionary contribution of $328,953 made in the six months ended July 1, 2023, was accrued for, and expensed in the prior fiscal year.

 

Effective January 1, 2023, the non-discretionary contributions are being contributed on a weekly basis.

 

Note M - Recent Accounting Pronouncements

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amends the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We do not expect this new standard to have a significant impact on our disclosures.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign and (3) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. The update also requires entities to disclose their income tax payments to various jurisdictions. This standard is effective for fiscal years beginning after December 15, 2024. We do not expect this new standard to have a significant impact on our disclosures.

 

The Company has implemented all new accounting pronouncements that are in effect and that could impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued, but are not yet effective, that might have a material impact on the consolidated financial statements of the Company.

 

Note N - Concentration of Risk

 

Credit Risk

 

Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and contractual obligations to the Company, as and when they become due. The primary credit risk for the Company is its accounts receivable due from customers. The Company has established credit limits for customers and monitors their balances to mitigate the risk of loss. As of June 29, 2024, there was one significant concentration of credit risk with a customer, who had receivables representing 13% of our net accounts receivable. This same customer represented 12% of the Company’s net accounts receivable as of December 30, 2023. The maximum exposure to credit risk is primarily represented by the carrying amount of the Company’s accounts receivable.

 

The Company has deposits that exceed amounts up to $250,000 that are insured by the Federal Deposit Insurance Corporation (FDIC), but the Company does not consider this a significant concentration of credit risk based on the strength of the financial institution.

 

 
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Interest Rate Risk

 

The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt under the credit agreement, which bears interest at variable rates based on term SOFR, plus an adjustment of ten basis points, plus an applicable margin of 1.875% to 2.625%, depending on the Company’s senior net leverage ratio.

 

Note O – Financial Instruments and Fair Value Measurements

 

The Company incurs certain manufacturing, marketing, and selling costs in international markets in local currency. Accordingly, earnings and cash flows are exposed to market risk from changes in foreign currency exchange rates relative to the U.S. dollar, the Company’s reporting currency. The Company has a program in place that is designed to mitigate the exposure to changes in foreign currency exchange rates. The program includes the use of derivative financial instruments to minimize, for a period of time, the impact on its financial results from changes in foreign exchange rates. The Company utilizes foreign currency forward contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, namely Mexican pesos. This does not eliminate the impact of the volatility of foreign exchange rates. However, because the Company generally enters into forward contracts twelve to eighteen months out, rates are fixed for a twelve-to-eighteen-month period, thereby facilitating financial planning and resource allocation.

 

Designated Foreign Currency Hedge Contracts

 

All of the Company’s designated foreign currency hedge contracts as of June 29, 2024 were cash flow hedges under ASC 815, “Derivatives and Hedging” (“ASC 815”). The Company records the effective portion of any change in the fair value of designated foreign currency hedge contracts in other comprehensive income until the related third-party transaction occurs. Once the related third-party transaction occurs, the Company reclassifies the effective portion of any related gain or loss on the designated foreign currency hedge contracts to earnings. In the event the hedged forecasted transaction does not occur, or it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. The Company had designated foreign currency hedge contracts outstanding in the contract amount of $14.4 million as of June 29, 2024 and $0.0 million as of December 30, 2023. As of June 29, 2024 a loss of $0.1 million, net of tax, will be reclassified to earnings within the next eighteen months. All currency cash flow hedges outstanding as of June 29, 2024 mature within eighteen months.

 

Fair Value of Derivative Instruments

 

The following table presents the effect of the Company’s derivative instruments designated as cash flow hedges under ASC 815 in its unaudited Condensed Consolidated Statements of Operations for the six months ended June 29, 2024:

 

Derivative Instruments

 

Amount of Loss Recognized in Accumulated Other Comprehensive Income

 

 

Amount of Gain Reclassified from Accumulated Other Comprehensive Income

into Earnings

 

 

Location in Condensed Consolidated Statement of Operations

 

Designated foreign currency hedge contracts, net of tax

 

$(57,259)

 

$18,891

 

 

 Cost of products sold

 

 

ASC 815 requires all derivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. The Company determines the fair value of its derivative instruments using the framework prescribed by ASC 820, “Fair Value Measurements and Disclosures”, by considering the estimated amount it would receive or pay to sell or transfer these instruments at the reporting date. Generally, the Company uses inputs that include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; other observable inputs for the asset or liability; and inputs derived principally from, or corroborated by, observable market data by correlation or other means. As of June 29, 2024, the Company has classified its derivative assets and liabilities within Level 2 of the fair value hierarchy prescribed by ASC 815, as discussed below, because these observable inputs are available for substantially the full term of its derivative instruments.

 

 
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The following tables present the fair value of the Company’s derivative instruments as they appear in its Condensed Consolidated Balance Sheets as of June 29, 2024 and December 30, 2023:

 

 

 

Location in Condensed Consolidated Balance Sheets

 

As of June 29,

2024

 

 

As of December 30,

2023

 

Derivative Assets:

 

 

 

 

 

 

 

 

Designated foreign currency hedge contracts

 

Other long-term assets

 

$222,504

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities:

 

 

 

 

 

 

 

 

 

 

Designated foreign currency hedge contracts

 

Other current liabilities

 

$296,866

 

 

$-

 

 

Note P – Business Acquisition

 

On June 29, 2023, the Company acquired certain assets, including accounts receivable, inventories, furniture, fixtures and equipment, intellectual property rights, and rights existing under all sales and purchase agreements, and assumed certain liabilities of Sureflex, Inc. (“Sureflex”). These assets are held in our Velvac, Inc. (“Velvac”) subsidiary. We expect that Sureflex, which manufactures tractor-trailer electrical connection cable assemblies, will enable the Company to manufacture electrical products and become more competitive with respect to cost and quality.

 

The acquisition of Sureflex was accounted for under ASC Topic 805, “Business Combinations”. The acquired business is included in the consolidated operating results of the Company from the effective date of the acquisition. The excess of the cost of Sureflex over the fair market value of the net assets acquired of $0.5 million has been recorded as goodwill.

 

Neither the actual results nor the pro forma effects of the Sureflex acquisition are material to the Company’s financial statements.

 

 
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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion is intended to highlight significant changes in the financial position and results of operations of The Eastern Company (together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) for the three and six months ended June 29, 2024. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended December 30, 2023 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, which was filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2024 (the “2023 Form 10-K”).

 

The Company’s fiscal year is a 52-53-week fiscal year ending on the Saturday nearest to December 31. References in this Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2024 (this “Form 10-Q”) to 2023, the 2023 fiscal year or fiscal 2023 mean the 52-week period ended on December 30, 2023, and references to 2024, the 2024 fiscal year or fiscal 2024 mean the 52-week period ending on December 28, 2024. In a 52-week fiscal year, each quarter has 13 weeks. References to the second quarter of 2023, the second fiscal quarter of 2023 or the three months ended July 1, 2023, mean the 13-week period from April 1, 2023 to July 1, 2023. References to the second quarter of 2024, the second fiscal quarter of 2024 or the three months ended June 29, 2024 mean the 13-week period from March 31, 2024 to June 29, 2024. References to the first six months of 2023 or the six months ended July 1, 2023 mean the period from January 1, 2023 to July 1, 2023. References to the first six months of 2024 or the six months ended June 29, 2024 mean the period from December 31, 2023 to June 29, 2024.

 

Safe Harbor for Forward-Looking Statements

 

Statements contained in this Form 10-Q that are not based on historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terminology such as “would,” “should,” “could,” “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” “plan,” “potential,” “opportunities,” or similar terms or variations of those terms or the negative of those terms. There are many factors that affect the Company’s business and the results of its operations and that may cause the actual results of operations in future periods to differ materially from those currently expected or anticipated. These factors include:

 

 

·

the impact of higher raw material and component costs and cost inflation, supply chain disruptions and shortages, particularly with respect to steel, plastics, scrap iron, zinc, copper, and electronic components;

 

·

delays in delivery of our products to our customers;

 

·

the impact of global economic conditions and rising interest rates, and more specifically conditions in the automotive, construction, aerospace, energy, oil and gas, transportation, electronic, and general industrial markets, including the impact, length and degree of economic downturns on the customers and markets we serve and demand for our products, reductions in production levels, the availability, terms and cost of financing, including borrowings under credit arrangements or agreements, the potential impact of bank failures on our ability to access financing or capital markets, and the impact of market conditions on pension plan funded status;

 

·

restrictions on operating flexibility imposed by the agreement governing our credit facility;

 

·

risks associated with doing business overseas, including fluctuations in exchange rates and the inability to repatriate foreign cash, the impact on cost structure and on economic conditions as a result of actual and threatened increases in trade tariffs and the impact of political, economic, and social instability;

 

·

the inability to achieve the savings expected from global sourcing of materials;

 

·

lower-cost competition;

 

·

our ability to design, introduce and sell new or updated products and related components;

 

·

market acceptance of our products;

 

·

the inability to attain expected benefits from acquisitions or the inability to effectively integrate acquired businesses and achieve expected synergies;

 

·

costs and liabilities associated with environmental compliance;

 

·

the impact of climate change, natural disasters, geopolitical events, and public health crises, including pandemics (such as COVID-19) and epidemics, and any related Company or government policies or actions;

 

·

military conflict (including the Russia/Ukraine conflict, the conflict in Israel and surrounding areas, the possible expansion of such conflicts and geopolitical consequences) or terrorist threats and the possible responses by the U.S. and foreign governments;

 

·

failure to protect our intellectual property;

 

·

cyberattacks; and

 

·

materially adverse or unanticipated legal judgments, fines, penalties, or settlements.

 

 
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The Company is also subject to other risks identified and discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, in Part I, Item 1A, Risk Factors, and in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the 2023 Form 10-K, and that may be identified from time to time in our quarterly reports on Form 10-Q, current reports on Form 8-K and other filings we make with the SEC.

 

Although the Company believes it has an appropriate business strategy and the resources necessary for its operations, future revenue and margin trends cannot be reliably predicted, and the Company may alter its business strategies to address changing conditions. Also, the Company makes estimates and assumptions that may materially affect reported amounts and disclosures. These relate to valuation allowances for accounts receivable and excess and obsolete inventories, accruals for pensions and other postretirement benefits (including forecasted future cost increases and returns on plan assets), provisions for depreciation (estimating useful lives), uncertain tax positions, and, on occasion, accruals for contingent losses. The Company undertakes no obligation to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except as required by law.

 

General Overview

 

Net sales in the second quarter of 2024 increased 7% to $73.2 million from $68.3 million in the corresponding period in 2023. Net sales for the first six months of 2024 increased  0.2% to $141.1 million from $140.8 million in the corresponding period last year. Sales increased in the second quarter of 2024 primarily due to increased demand for truck mirror assemblies of $8.0 million and returnable transport packaging products of $0.4 million, offset by lower demand for truck accessories of $3.6 million. In the second quarter of 2024, truck mirror assemblies volume was favorably impacted by additional orders of approximately $5.0 million from two key customers due to our operational flexibility and competitive advantages. Sales were relatively flat for the first six months of 2024 compared to the first six months of 2023 with increased demand for truck mirror assemblies of $12.2 million offset by lower demand for truck accessories of $7.6 million and returnable transport packaging products of $4.3 million. Our backlog as of June 29, 2024 increased 43% to $107.3 million from $75.3 million as of July 1, 2023, driven by increased orders for various truck mirror assemblies and returnable transport packaging products.

 

Net sales of existing products declined 2% in the second quarter of 2024 and 7% for the first six months of 2024 compared to the corresponding periods in 2023. Price increases and new products increased net sales by 9% in the second quarter of 2024 and 7% in the first six months of 2024, compared to the corresponding periods in 2023. New products included various truck mirror assemblies, rotary latches, D-rings, and mirror cams.

 

Cost of products sold increased $1.8 million, or 3%, in the second quarter of 2024 and decreased by $3.5 million, or 3% in the first six months of 2024 compared to the corresponding period in 2023. The increase in cost of products sold in the second quarter of 2024 are primarily due to higher sales volume. The decrease in cost of products sold in the first six months of 2024 when compared to the same period last year is primarily due to lower production volumes and other cost savings initiatives. Additionally, the Company paid tariff costs on China-sourced products of approximately $0.6 million and $1.2 million in the second quarter of 2024 and first six months of 2024 respectively, compared to $0.5 million and $1.1 million in the second quarter of 2023 and first six months of 2023, respectively. Most tariffs on China-sourced products have been recovered through price increases.

 

Gross margin as a percentage of sales was 25% in the second quarter of 2024 and 24% in the first six months of 2024 compared to 22% in both the second quarter and first six months of 2023. Our gross margins in the second quarter of 2024 primarily reflect the impact of price increases to customers to recover increases in raw material costs and other cost savings initiatives.

 

Product development expenses decreased $0.1 million in the second quarter of 2024 and decreased $0.2 million in the first six months of 2024 compared to the corresponding periods in 2023 as we continue to invest in new products at our Eberhard, Velvac, and Big 3 businesses. As a percentage of net sales, product development costs were 1.8% for the second quarter of 2024 and 1.9% for the first six months of 2024, compared to 2.1% and 2.0% for the corresponding periods in 2023.

 

 
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Selling, general and administrative expenses increased $0.2 million, or 2%, in the second quarter of 2024 when compared to the second quarter of 2023 primarily due to higher payroll-related expense of $0.4 million and higher travel expenses of $0.1 million, partially offset by lower legal and professional expenses of $0.1 million, and lower selling costs of $0.2 million. Selling and administrative expenses decreased $0.2 million, or 1% in the first six months of 2024 when compared to the corresponding period in 2023 primarily due to lower payroll-related expenses of $0.1 million, lower legal and professional expenses of $0.3 million, and lower selling expenses of $0.1 million, partially offset by higher travel and other expenses of $0.3 million.

 

Interest expense increased $0.1 million in the second quarter of 2024 and $0.2 million in the first six months of 2024 compared to the corresponding period in 2023 due to higher interest rates, partially offset by lower principal balances.

 

Other income and expense decreased $0.3 million in the second quarter of 2024 and increased $0.4 million in the first six months of 2024 when compared to the corresponding periods in 2023. The decrease in other income of $0.3 million in the second quarter of 2024 was primarily driven by a $1.6 million favorable adjustment for the final settlement of our swap agreement with Santander Bank, N.A. (“Santander”) in the second quarter of 2023, partially offset by $1.4 million expense associated with the closure of Associated Toolmakers, Ltd. in the second quarter of 2023. The increase in other income of $0.4 million for the first six months of 2024 when compared to the corresponding period in 2023 was primarily driven by $1.4 million of expense associated with the closure of Associated Toolmakers, Ltd. in the second quarter of 2023, an unfavorable final working capital adjustment of $0.4 million related to the sale of the Greenwald business in the first quarter of 2023, partially offset by a $1.6 million favorable adjustment for the final settlement of our swap agreement with Santander in the second quarter of 2023.

 

Net income for the second quarter of fiscal 2024 was $3.5 million, or $0.56 per diluted share compared to net income of $1.4 million, or $0.22 per diluted share, for the comparable period in 2023. In the first six months of 2024 net income was $5.5 million, or $0.87 per diluted share compared to net income of $2.0 million, or $0.32 per diluted share for the comparable period in 2023.

 

A more detailed analysis of the Company’s results of operations and financial condition follows.

 

Results of Operations

 

The following table shows, for the periods indicated, selected line items from the condensed consolidated statements of operations as a percentage of net sales:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

100.0%

 

 

100.0%

 

 

100.0%

 

 

100.0%

Cost of products sold

 

 

75.1%

 

 

77.8%

 

 

75.6%

 

 

78.2%

Gross margin

 

 

24.9%

 

 

22.2%

 

 

24.4%

 

 

21.8%

Product development expense

 

 

1.8%

 

 

2.1%

 

 

1.9%

 

 

2.0%

Selling and administrative expense

 

 

15.8%

 

 

16.5%

 

 

16.3%

 

 

16.5%

Operating Profit

 

 

7.3%

 

 

3.6%

 

 

6.2%

 

 

3.3%

 

 
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The following table shows the change in sales and operating profit for the second quarter and first six months of 2024 compared to the second quarter and first six months of 2023 (dollars in thousands):

 

 

 

Three Months

 

 

Six Months

 

 

 

Ended

 

 

Ended

 

 

 

June 29, 2024

 

 

June 29, 2024

 

 

 

 

 

 

 

 

Net Sales

 

$4,814

 

 

$248

 

 

 

 

 

 

 

 

 

 

Volume

 

 

(2.0)%

 

 

(6.6)%

Price

 

 

2.0%

 

 

2.0%

New products

 

 

7.0%

 

 

4.8%

 

 

 

7.0%

 

 

0.2%

 

 

 

 

 

 

 

 

 

Operating Profit

 

$2,944

 

 

$4,123

 

 

Liquidity and Sources of Capital

 

The Company generated $10.3 million of cash from operations during the first six months of fiscal 2024 compared to generating $13.6 million during the first six months of fiscal 2023. Cash flow from operations in the first six months of 2024 was lower when compared to the corresponding period in 2023 primarily due to increases in accounts receivable and lower reductions in inventory, partially offset by increases in accounts payable.

 

Additions to property, plant, and equipment were $2.8 million and $2.0 million for the first six months of 2024 and 2023, respectively. As of June 29, 2024, there was approximately $3.0 million of outstanding commitments for capital expenditures.

 

The following table shows key financial ratios at the end of each specified period:

 

 

 

Second

Quarter

2024

 

 

Second

Quarter

2023

 

 

Fiscal

Year

2023

 

Current ratio

 

 

2.6

 

 

 

2.9

 

 

 

2.6

 

Average days’ sales in accounts receivable

 

 

55

 

 

 

55

 

 

 

48

 

Inventory turnover

 

 

3.8

 

 

 

3.8

 

 

 

3.5

 

Total debt to shareholders’ equity

 

 

31.1%

 

 

43.1%

 

 

33.2%

 

The following table shows important liquidity measures as of the balance sheet date for each specified period or for the period, as applicable (in millions):

 

 

 

Second

 

 

Second

 

 

Fiscal

 

 

 

Quarter

 

 

Quarter

 

 

Year

 

 

 

2024

 

 

2023

 

 

2023

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

- Held in the United States

 

$10.3

 

 

$8.8

 

 

$7.0

 

- Held by a foreign subsidiary

 

 

1.4

 

 

 

4.4

 

 

 

1.3

 

 

 

 

11.7

 

 

 

13.2

 

 

 

8.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

 

72.8

 

 

 

77.8

 

 

 

69.5

 

Net cash provided by operating activities

 

 

10.3

 

 

 

13.6

 

 

 

26.5

 

Change in working capital impact on net cash used in operating activities

 

 

0.4

 

 

 

7.0

 

 

 

9.7

 

Net cash used in investing activities

 

 

(3.3)

 

 

(0.2)

 

 

(5.4)

Net cash used in financing activities

 

 

(3.4)

 

 

(10.2)

 

 

(22.9)

 

 
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Inventories of $56.9 million as of June 29, 2024 declined by $2.4 million, or 4.0%, when compared to $59.3 million at the end of fiscal year 2023 and declined $0.6 million, or 1.0%, when compared to $57.5 million at the end of the second quarter of fiscal 2023. Accounts receivable, less allowances, were $42.3 million as of June 29, 2024, as compared to $37.1 million at 2023 fiscal year end and $42.0 million at the end of the second quarter of fiscal 2023.

 

On June 16, 2023, the Company entered into a credit agreement with TD Bank, N.A., Wells Fargo Bank, Bank of America, and M&T Bank as lenders (the “Credit Agreement”), and incurred indebtedness under the Credit Agreement in the aggregate principal amount of $60 million in the form of a term loan, the proceeds of which were used to repay the Company’s remaining outstanding term loan and to terminate its existing credit facility with Santander.  See Note G Debt, for additional information regarding the terms of the Credit Agreement, including repayment terms, interest rates and applicable loan covenants. Under the terms of the Credit Agreement, the Company is subject to restrictive covenants that limit our ability to, among other things, incur additional indebtedness, pay dividends, or make other distributions, and consolidate, merge, sell or otherwise dispose of assets, as well as financial covenants that require us to maintain a fixed charge coverage ratio and a maximum senior net leverage ratio.  These covenants may limit how we conduct our business, and in the event of certain defaults, our repayment obligations may be accelerated. We were in compliance with all of our covenants as of June 29, 2024 and had no outstanding borrowings under the revolving commitment portion of the credit facility as of such date.

 

Cash, cash flow from operating activities and funds available under the revolving credit portion of the Credit Agreement are expected to be sufficient to cover future foreseeable working capital requirements in the short-term (i.e., the next 12 months from June 29, 2024) and separately in the long-term (i.e., beyond the next 12 months). However, the Company cannot provide any assurances of the availability of future financing or the terms on which it might be available. In addition, the interest rate on borrowings under the Credit Agreement varies based on our senior net leverage ratio, and the Credit Agreement requires us to maintain a senior net leverage ratio not to exceed 3.50 to 1 and a fixed charge coverage ratio to be not less than 1.25 to 1. A decrease in earnings due to the impact of current economic conditions and inflationary pressures or the resulting harm to the financial condition of our customers, or an increase in indebtedness incurred to offset such a decrease in earnings, would have a negative impact on our senior net leverage ratio and our fixed charge coverage ratio, which in turn would increase the cost of borrowing under the Credit Agreement and could cause us to fail to comply with the covenants under our Credit Agreement.

 

In addition to funding capital requirements, we may use available cash to pay down our indebtedness, to make investments, which may include investments in publicly traded securities, or to make acquisitions that we believe will complement or expand our existing businesses.

 

As of the end of the second quarter of 2024, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Critical Accounting Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make judgments, estimates and assumptions regarding uncertainties that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. For a full description of our critical accounting estimates, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 2023 Form 10-K. While there have been no material changes to our critical accounting estimates since the filing of the 2023 Form 10-K, we continue to monitor the methodologies and assumptions underlying such critical accounting estimates.

 

 
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Non-GAAP Financial Measures

 

The non-GAAP financial measures we provide in this report should be viewed in addition to, and not as an alternative for, results prepared in accordance with U.S. GAAP.

 

To supplement the consolidated financial statements prepared in accordance with U.S. GAAP, we have presented Adjusted Net Income, Adjusted Earnings Per Share and Adjusted EBITDA, which are considered non-GAAP financial measures. The non-GAAP financial measures presented may differ from similarly titled non-GAAP financial measures presented by other companies, and other companies may not define these non-GAAP financial measures in the same way. These measures are not substitutes for their comparable U.S. GAAP financial measures, such as net sales, net income, diluted earnings per share, or other measures prescribed by U.S. GAAP, and there are limitations to using non-GAAP financial measures.

 

Adjusted Net Income is defined as net income excluding, when incurred, gains or losses that we do not believe reflect our ongoing operations, including, for example, the impacts of impairment losses, gains/losses on the sale of subsidiaries, property and facilities, transaction expenses primarily relating to acquisitions and divestitures, factory start-up costs, factory relocation expenses, executive severance, and restructuring costs.  Adjusted Net Income is a tool that can assist management and investors in comparing our performance on a consistent basis across periods by removing the impact of certain items that management believes do not directly reflect our underlying operating performance.

 

Adjusted Earnings Per Share is defined as earnings per share excluding, when incurred, certain per share gains or losses that we do not believe reflect our ongoing operations, including, for example, the impacts of impairment losses, gains/losses on the sale of subsidiaries, property and facilities, transaction expenses primarily relating to acquisitions and divestitures, factory start-up costs, factory relocation expenses, executive severance, and restructuring costs.  We believe that Adjusted Earnings Per Share provides important comparability of underlying operational results, allowing investors and management to access operating performance on a consistent basis from period to period.

 

Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization and excluding, when incurred, the impacts of certain losses or gains that we do not believe reflect our ongoing operations, including, for example, impairment losses, gains/losses on sale of subsidiaries, property and facilities, transaction expenses primarily relating to acquisitions and divestitures, factory start-up costs, factory relocation expenses, executive severance, and restructuring expenses.  Adjusted EBITDA is a tool that can assist management and investors in comparing our performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our underlying operations.

 

Management uses such measures to evaluate performance period over period, to analyze the underlying trends in our business, to assess our performance relative to our competitors, and to establish operational goals and forecasts that are used in allocating resources. These financial measures should not be considered in isolation from, or as a replacement for, U.S. GAAP financial measures.

 

We believe that presenting non-GAAP financial measures in addition to U.S. GAAP financial measures provides investors greater transparency to the information used by our management for its financial and operational decision-making. We further believe that providing this information better enables our investors to understand our operating performance and to evaluate the methodology used by management to evaluate and measure such performance.

 

 
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Reconciliation of Non-GAAP Measures

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income and Adjusted Earnings per Share Calculation

 

 

 

 

 

 

 

 

 

 

For the Three and Six Months ended June 29, 2024 and July 1, 2023

 

 

 

 

 

 

 

 

 

 

($000's)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Net income as reported per generally accepted accounting principles (GAAP)

 

$3,508

 

 

$1,399

 

 

$5,455

 

 

$2,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share as reported under generally accepted accounting principles (GAAP):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$0.56

 

 

$0.22

 

 

$0.88

 

 

$0.32

 

Diluted

 

$0.56

 

 

$0.22

 

 

$0.87

 

 

$0.32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance and accrued compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,799a

Greenwald final sale adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

390b

Associated Toolmakers, Ltd. closure

 

 

-

 

 

 

1,448c

 

 

-

 

 

 

1,448c

Non-GAAP tax impact of adjustments (1)

 

 

-

 

 

 

(362)

 

 

-

 

 

 

(909)

Total adjustments (non-GAAP)

 

$-

 

 

$1,086

 

 

$-

 

 

$2,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income

 

$3,508

 

 

$2,485

 

 

$5,455

 

 

$4,735

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings per share (non-GAAP):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$0.56

 

 

$0.40

 

 

$0.88

 

 

$0.76

 

Diluted

 

$0.56

 

 

$0.40

 

 

$0.87

 

 

$0.76

 

         

(1)

We estimate the tax effect of the items identified to determine a non-GAAP annual effective tax rate applied to the pre-tax amount in order to calculate the non-GAAP provision for income taxes.

 

 

a)

Severance expenses associated with accrued compensation and severance related to the elimination of the Chief Operating Officer position and the departure of the former Chief Executive Officer

 

 

b)

Final settlement of working capital adjustment associated with Greenwald sale

 

 

c)

Associated Toolmakers, Ltd. closure costs

 

 
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Reconciliation of Non-GAAP Measures

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA Calculation

 

 

 

 

 

 

 

 

 

 

 

 

For the Three and Six Months ended June 29, 2024 and July 1, 2023

 

 

 

 

 

 

 

 

 

 

($000's)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income as reported per generally accepted accounting principles (GAAP)

 

$3,508

 

 

$1,399

 

 

$5,455

 

 

$2,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

830

 

 

 

781

 

 

 

1,675

 

 

 

1,507

 

Provision for income taxes

 

 

1,014

 

 

 

500

 

 

 

1,569

 

 

 

694

 

Depreciation and amortization

 

 

1,866

 

 

 

1,806

 

 

 

3,742

 

 

 

3,621

 

Severance and accrued compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,799a

Greenwald final sale adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

390b

Associated Toolmakers, Ltd. closure

 

 

-

 

 

 

1,448c

 

 

-

 

 

 

1,448c

Adjusted EBITDA

 

$7,218

 

 

$5,934

 

 

$12,441

 

 

$11,466

 

         

a)

Severance expenses associated with accrued compensation and severance related to the elimination of the Chief Operating Officer position and the departure of the former Chief Executive Officer

 

 

b)

Final settlement of working capital adjustment associated with Greenwald sale

 

 

c)

Associated Toolmakers, Ltd. closure costs

 

 
- 24 -

Table of Contents

 

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a result of the Company’s status as a smaller reporting company pursuant to Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not required to provide information under this Item 3.

 

ITEM 4 – CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures:

 

As of June 29, 2024, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (the “CEO”) and the Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) pursuant to Exchange Act Rule 13a-15. As defined in Exchange Act Rules 13a-15(e) and 15d-15(e), “the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.”

 

The Company believes that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the CEO and CFO have concluded that these controls and procedures are effective at the “reasonable assurance” level as of June 29, 2024.

 

Changes in Internal Control Over Financial Reporting:

 

During the period covered by this Form 10-Q, there were no changes in the Company's internal control over financial reporting that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 
- 25 -

Table of Contents

 

PART II – OTHER INFORMATION

 

ITEM 1 – LEGAL PROCEEDINGS

 

The Company is a party to various legal proceedings from time to time related to its normal business operations. As of the end of the quarter ended June 29, 2024, the Company does not have any material pending legal proceedings, other than as set forth in Part I, Item 3, Legal Proceedings, of the 2023 Form 10-K, or any material legal proceedings known to be contemplated by governmental authorities.

 

ITEM 1A – RISK FACTORS

 

The Company’s business is subject to several risks, some of which are beyond its control. In addition to the other information set forth in this Quarterly Report on Form 10-Q, the Company’s shareholders should carefully consider the risk factors discussed in Part I, Item 1A, Risk Factors, of the 2023 Form 10-K. These risk factors could have a material adverse effect on the Company’s business, results of operations, financial condition and/or liquidity and could cause our operating results to vary significantly from period to period. As of June 29, 2024, there have been no material changes to the risk factors disclosed in the 2023 Form 10-K. The Company may disclose changes to such risk factors or disclose additional risk factors from time to time in its future filings with the SEC. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its business, financial condition, or operating results.

 

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On August 21, 2023, the Company announced that the Board of Directors of the Company had approved a new share repurchase program authorizing the Company to repurchase up to 200,000 shares of the Company’s common stock through August 20, 2028. The Company’s new share repurchase program does not obligate it to acquire the Company’s common stock at any specific cost per share. Under this program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act. Below is a summary of the Company’s share repurchases during the second quarter of 2024 under the new share repurchase program.

 

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Maximum Number of Shares that may yet be Purchased Under the Plans or

Programs

 

March 31, 2024 - May 4, 2024

 

 

-

 

 

$-

 

 

 

-

 

 

 

149,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 5, 2024 - June 1, 2024

 

 

-

 

 

 

-

 

 

 

-

 

 

 

149,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 2, 2024 - June 29, 2024

 

 

10,000

 

 

 

24.73

 

 

 

10,000

 

 

 

139,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

10,000

 

 

$24.73

 

 

 

10,000

 

 

 

139,924

 

 

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4 – MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5 – OTHER INFORMATION

 

(a) None.

(b) None.

 

 
- 26 -

Table of Contents

 

ITEM 6 – EXHIBITS

 

3.1)

 

Restated Certificate of Incorporation of the Company, as amended (conformed copy) (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020).

 

 

 

3.2)

 

Amended and Restated By-Laws of the Company, as amended through March 11, 2022 (incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed on March 11, 2022).

 

 

 

10.1)

 

Form of Award Agreement – Performance-Based Stock Awards (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 16, 2024).

 

 

 

10.2)

 

Form of Award Agreement – Non-Qualified Stock Options (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on May 16, 2024).

 

 

 

31)

 

Certifications required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 

 

 

32)

 

Certifications pursuant to Rule 13a-14(b) and 18 USC 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 

 

 

101)

 

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations (Unaudited) for the three months ended June 29, 2024 and July 1, 2023; (ii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended June 29, 2024, and July 1, 2023; (iii) Condensed Consolidated Balance Sheets (Unaudited) as of June 29, 2024 and December 30, 2023; (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended June 29, 2024 and July 1, 2023; and (iv) Notes to the Condensed Consolidated Financial Statements (Unaudited).**

 

 

 

104)

 

Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101). **

 

* Filed herewith.

** Furnished herewith

 

 
- 27 -

Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

THE EASTERN COMPANY

 

 

(Registrant)

 

 

DATE:  August 6, 2024

/s/Mark Hernandez

 

 

Mark Hernandez

President and Chief Executive Officer

 

 

 

 

DATE:  August 6, 2024

/s/Nicholas Vlahos

 

 

Nicholas Vlahos

Vice President and Chief Financial Officer

 

 

 
- 28 -

 

nullnullv3.24.2.u1
Cover
6 Months Ended
Jun. 29, 2024
shares
Cover [Abstract]  
Entity Registrant Name THE EASTERN COMPANY
Entity Central Index Key 0000031107
Document Type 10-Q
Amendment Flag false
Current Fiscal Year End Date --12-30
Entity Small Business true
Entity Shell Company false
Entity Emerging Growth Company false
Entity Current Reporting Status Yes
Document Period End Date Jun. 29, 2024
Entity Filer Category Accelerated Filer
Document Fiscal Period Focus Q2
Document Fiscal Year Focus 2024
Entity Common Stock Shares Outstanding 6,228,432
Entity File Number 001-35383
Entity Incorporation State Country Code CT
Entity Tax Identification Number 06-0330020
Entity Address Address Line 1 3 Enterprise Drive
Entity Address Address Line 2 Suite 408
Entity Address City Or Town Shelton
Entity Address State Or Province CT
Entity Address Postal Zip Code 06484
City Area Code 203
Local Phone Number 729-2255
Security 12b Title Common Stock, No Par Value
Trading Symbol EML
Security Exchange Name NASDAQ
Document Quarterly Report true
Document Transition Report false
Entity Interactive Data Current Yes
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)        
Net sales $ 73,151,889 $ 68,337,790 $ 141,080,976 $ 140,833,158
Cost of products sold (54,941,336) (53,189,948) (106,674,324) (110,187,615)
Gross margin 18,210,553 15,147,842 34,406,652 30,645,543
Product development expense (1,301,487) (1,431,110) (2,661,284) (2,832,309)
Selling and administrative expenses (11,536,949) (11,289,037) (23,035,906) (23,226,674)
Operating profit 5,372,117 2,427,695 8,709,462 4,586,560
Interest expense (829,934) (781,104) (1,674,969) (1,507,110)
Other (expense) income (20,066) 252,180 (9,712) (378,520)
Income before income taxes 4,522,117 1,898,771 7,024,781 2,700,930
Income tax expense (1,014,245) (499,564) (1,569,336) (694,409)
Net income $ 3,507,872 $ 1,399,207 $ 5,455,445 $ 2,006,521
Earnings per share:        
Basic $ 0.56 $ 0.22 $ 0.88 $ 0.32
Diluted 0.56 0.22 0.87 0.32
Cash dividends per share: $ 0.11 $ 0.11 $ 0.22 $ 0.22
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($)
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)        
Net income $ 3,507,872 $ 1,399,207 $ 5,455,445 $ 2,006,521
Change in foreign currency translation (472,078) (431,042) (629,078) (94,457)
Change in fair value of foreign currency swap, net of tax benefit of: 2024 - $(109,797) and $(17,103) respectively (477,378) 0 (74,362) 0
Change in fair value of interest rate swap, net of tax benefit of: 2023 - $(274,957) and $(362,648) respectively 0 (1,172,067) 0 (1,449,754)
Change in pension and postretirement benefit costs, net of taxes of: 2024 - $71,355 and $142,710 respectively; 2023 - $74,359 and $148,719 respectively 237,501 252,670 480,837 505,338
Total other comprehensive loss (711,955) (1,350,439) (222,603) (1,038,873)
Comprehensive income $ 2,795,917 $ 48,768 $ 5,232,842 $ 967,648
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Jun. 29, 2024
Dec. 30, 2023
Current Assets    
Cash and cash equivalents $ 11,706,497 $ 8,299,453
Marketable securities 2,034,602 986,477
Accounts receivable, less allowances: 2024 - $562,498; 2023 - $564,816 42,327,344 37,057,488
Inventories 56,879,677 59,272,207
Current portion of notes receivable 192,933 573,269
Prepaid expenses and other assets 5,127,614 6,047,814
Total Current Assets 118,268,667 112,236,708
Property, Plant and Equipment 62,804,268 60,270,096
Accumulated depreciation (33,485,314) (31,980,335)
Property, Plant and Equipment, Net 29,318,954 28,289,761
Goodwill 70,700,912 70,776,893
Trademarks 5,514,853 5,514,960
Patents and other intangibles net of accumulated amortization 13,372,930 15,325,927
Long term notes receivable, less current portion 284,330 374,932
Deferred Income Taxes 2,536,357 2,283,571
Right of Use Assets 15,682,994 17,236,449
Other Long-Term Assets 222,504 0
Total Other Assets 108,314,880 111,512,732
TOTAL ASSETS 255,902,501 252,039,201
Current Liabilities    
Accounts payable 27,683,500 25,319,473
Accrued compensation 5,493,325 5,379,381
Other accrued expenses 5,098,540 4,556,623
Current portion of operating lease liability 3,846,537 4,424,369
Current portion of finance lease liability 182,219 182,010
Current portion of long-term debt 2,853,935 2,871,870
Other current liabilities 296,866 0
Total Current Liabilities 45,454,922 42,733,726
Other long-term liabilities 640,724 640,724
Operating lease liability, less current portion 11,836,457 12,812,079
Finance lease liability, less current portion 665,217 728,100
Long-term debt, less current portion 39,575,849 41,063,865
Accrued postretirement benefits 579,832 554,758
Accrued pension cost 20,662,798 21,025,365
Total Liabilities 119,415,799 119,558,617
Shareholders' Equity    
Common Stock, no par value, Authorized: 50,000,000 shares Issued: 9,122,953 shares as of 2024 and 9,091,815 shares as of 2023 Outstanding: 6,228,432 shares as of 2024 and 6,217,370 shares as of 2023 34,575,179 33,950,859
Treasury Stock: 2,894,521 shares as of 2024 and 2,874,445 shares as of 2023 (23,762,587) (23,280,467)
Retained earnings 148,891,689 144,805,168
Accumulated other comprehensive loss:    
Foreign currency translation (1,495,677) (866,599)
Unrealized loss on foreign currency swap, net of tax (74,362) 0
Unrecognized net pension and postretirement benefit costs, net of tax (21,647,540) (22,128,377)
Accumulated other comprehensive loss (23,217,579) (22,994,976)
Total Shareholders' Equity 136,486,702 132,480,584
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 255,902,501 $ 252,039,201
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
Jun. 29, 2024
Dec. 30, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS    
Accounts receivable, allowance for doubtful accounts $ 562,498 $ 564,816
Shareholders' Equity    
Voting Preferred Stock, par value (in dollars per share) $ 0 $ 0
Voting Preferred Stock, shares authorized (in shares) 1,000,000 1,000,000
Nonvoting Preferred Stock, par value (in dollars per share) $ 0 $ 0
Nonvoting Preferred Stock, shares authorized (in shares) 1,000,000 1,000,000
Common Stock, par value (in dollars per share) $ 0 $ 0
Common Stock, shares authorized (in shares) 50,000,000 50,000,000
Common Stock, shares issued (in shares) 9,122,953 9,091,815
Common Stock, shares outstanding (in shares) 6,228,432 6,217,370
Treasury Stock, shares (in shares) 2,894,521 2,874,445
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Operating Activities    
Net income $ 5,455,445 $ 2,006,521
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 3,741,969 3,621,126
Reduction in carrying amount of ROU assets 1,553,455 4,404,043
Unrecognized pension and postretirement benefits 10,219 656,655
Loss on sale of equipment and other assets 40,801 318,775
Provision for doubtful accounts 4,000 (16,731)
Stock compensation expense 624,320 10,185
Changes in operating assets and liabilities:    
Accounts receivable (5,266,258) 918,871
Inventories 2,365,449 7,711,536
Prepaid expenses and other 1,006,407 562,548
Other assets 28,721 163,077
Accounts payable 2,939,089 (953,660)
Accrued compensation 96,109 (165,590)
Operating lease liability (1,553,455) (4,395,424)
Other accrued expenses (784,960) (1,283,477)
Net cash provided by operating activities 10,261,311 13,558,455
Investing Activities    
Marketable securities (999,960) 0
Business acquisition 0 (547,638)
Payments received from notes receivable 470,937 2,309,236
Proceeds from sale of equipment 18,000 0
Purchases of property, plant, and equipment (2,834,977) (1,978,784)
Net cash used in investing activities (3,346,000) (217,186)
Financing Activities    
Proceeds from new long-term debt financing 0 60,000,000
Principal payments on long-term debt (1,505,952) (69,248,743)
Payments on short term borrowings (revolver) 0 (252,025)
Financing leases, net (62,674) 674,558
Purchase common stock for treasury (482,120) 0
Dividends paid (1,368,924) (1,369,941)
Net cash used in financing activities (3,419,670) (10,196,151)
Effect of exchange rate changes on cash (88,597) (127,966)
Net change in cash and cash equivalents 3,407,044 3,017,152
Cash and cash equivalents at beginning of period 8,299,453 10,187,522
Cash and cash equivalents at end of period 11,706,497 13,204,674
Supplemental disclosure of cash flow information:    
Interest 1,639,713 1,364,527
Income taxes 1,599,765 315,120
Non-cash investing and financing activities    
Right of use asset 144,445 4,404,043
Lease liability $ (144,445) $ (5,355,510)
v3.24.2.u1
Basis of Presentation
6 Months Ended
Jun. 29, 2024
Basis of Presentation  
Basis of Presentation

Note A – Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and do not include all the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. Refer to the consolidated financial statements of The Eastern Company (together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023, filed with the Securities and Exchange Commission on March 12, 2024 (the “2023 Form 10-K”), for additional information.

 

The accompanying condensed consolidated financial statements are unaudited. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for interim periods have been reflected therein. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. All intercompany accounts and transactions are eliminated.

 

The condensed consolidated balance sheet as of December 30, 2023 has been derived from the audited consolidated balance sheet at that date.

 

The Company’s fiscal year is a 52-53-week fiscal year ending on the Saturday nearest to December 31. References in this Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2024 (this “Form 10-Q”) to 2023, the 2023 fiscal year or fiscal 2023 mean the 52-week period ended on December 30, 2023, and references to 2024, the 2024 fiscal year or fiscal 2024 mean the 52-week period ending on December 28, 2024. In a 52-week fiscal year, each quarter has 13 weeks. References to the second quarter of 2023, the second fiscal quarter of 2023 or the three months ended July 1, 2023, mean the 13-week period from April 2, 2023 to July 1, 2023. References to the second quarter of 2024, the second fiscal quarter of 2024 or the three months ended June 29, 2024, mean the 13-week period from March 31, 2023 to June 29, 2024. References to the first six months of 2023 or the six months ended July 1, 2023 mean the period from January 1, 2023 to July 1, 2023. References to the first six months of 2024 or the six months ended June 29, 2024 mean the period from December 31, 2023 to June 29, 2024.

 

Certain amounts in the 2023 financial statements have been reclassified to conform with the 2024 presentation with no impact or change to previously reported net income or shareholders’ equity.

v3.24.2.u1
Earnings Per Share
6 Months Ended
Jun. 29, 2024
Earnings per share:  
Earnings Per Share

Note B – Earnings Per Share

 

The denominators used to calculate earnings per share are as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

6,233,153

 

 

 

6,232,717

 

 

 

6,224,596

 

 

 

6,227,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

6,233,153

 

 

 

6,232,717

 

 

 

6,224,596

 

 

 

6,227,873

 

Dilutive stock appreciation rights

 

 

25,626

 

 

 

32,462

 

 

 

25,626

 

 

 

32,462

 

Denominator for diluted earnings per share

 

 

6,258,779

 

 

 

6,265,179

 

 

 

6,250,222

 

 

 

6,260,335

 

v3.24.2.u1
Fair Value of Instruments
6 Months Ended
Jun. 29, 2024
Fair Value of Instruments  
Fair Value of Instruments

Note C – Fair Value of Instruments

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The company utilizes a fair value hierarchy, which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The fair value hierarchy has three levels of inputs that may be used to measure fair value:

 

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

 

Level 2

Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

 

 

Level 3

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

 

The Company’s financial instruments are primarily investments in marketable securities (Level 1), designated foreign currency hedge contracts – see Note O, Financial Instruments and Fair Value Measurements, and pension assets, see Note L, Retirement Benefit Plans.

 

The carrying amounts of other financial instruments (cash and cash equivalents, marketable securities, accounts receivable, accounts payable and debt) as of June 29, 2024 and December 30, 2023, approximate fair value because of their short-term nature and market-based interest rates.

v3.24.2.u1
Inventories
6 Months Ended
Jun. 29, 2024
Inventories  
Inventories

Note D – Inventories

 

Inventories consist of the following components:

 

 

 

June 29,

2024

 

 

December 30,

2023

 

 

 

 

 

 

 

 

Raw material and component parts

 

$23,511,138

 

 

$24,500,087

 

Work in process

 

 

9,555,150

 

 

 

9,957,068

 

Finished goods

 

 

23,813,389

 

 

 

24,815,052

 

Total inventories

 

$56,879,677

 

 

$59,272,207

 

v3.24.2.u1
Goodwill
6 Months Ended
Jun. 29, 2024
Goodwill  
Goodwill

Note E - Goodwill

 

The aggregate carrying amount of goodwill is approximately $70.7 million as of June 29, 2024. No impairment was recognized in the second quarter of 2024.

 

The Company evaluates its reporting units for impairment annually in December, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Such events and circumstances could include, among other things, increased competition or unexpected loss of market share, significant adverse changes in the markets in which the Company operates, or unexpected business disruptions. The Company tests reporting units for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, the Company records an impairment loss based on the difference between fair value and carrying amount not to exceed the associated carrying amount of goodwill. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industry and have been based on historical data from both external and internal sources.

v3.24.2.u1
Leases
6 Months Ended
Jun. 29, 2024
Leases  
Leases

Note F – Leases

 

The Company presents right-of-use (ROU) assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02, Leases. The Company accounts for non-lease components as part of the lease component to which they relate. Lease accounting involves significant judgements, including making estimates related to the lease term, lease payments, and discount rate.

 

The Company has operating leases for buildings, warehouses, and office equipment. The Company determines whether an arrangement is, or contains, a lease at contract inception. An arrangement contains a lease if the Company has the right to direct the use of and obtain substantially all the economic benefits of an identified asset. ROU assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew. The exercise of lease renewal options is at our sole discretion. All options to extend, when it is reasonably certain the option will be exercised, have been included in the calculation of the ROU asset and lease liability.

 

Currently, the Company has nineteen operating leases with a lease liability of $15.7 million and two finance leases with a lease liability of $0.8 million as of June 29, 2024. The terms and conditions of the leases are determined by the individual agreements. The leases do not contain residual value guarantees, restrictions, or covenants that could cause the Company to incur additional financial obligations. There are no related party lease transactions. There are no leases that have not yet commenced that could create significant rights and obligations for the Company.

 

The future payments (in millions) due under non-cancelable operating and finance leases as of June 29, 2024 are as follows:

 

 

 

Operating

 

 

Finance

 

2024

 

$2.1

 

 

$0.1

 

2025

 

 

3.2

 

 

 

0.2

 

2026

 

 

2.5

 

 

 

0.2

 

2027

 

 

2.1

 

 

 

0.2

 

2028

 

 

1.9

 

 

 

0.2

 

thereafter

 

 

6.4

 

 

 

0.2

 

 

 

 

18.3

 

 

 

1.0

 

Less effects of discounting

 

 

(2.6)

 

 

(0.2)

Lease liabilities recognized

 

$15.7

 

 

$0.8

 

 

As of June 29, 2024, the weighted average lease term for all operating and finance leases is 7.0 and 5.6 years, respectively. The weighted average discount rate associated with operating and finance leases was 6.4% and 6.3%, respectively.

v3.24.2.u1
Debt
6 Months Ended
Jun. 29, 2024
Debt  
Debt

Note G - Debt

 

On June 16, 2023, the Company entered into a credit agreement with TD Bank, N.A., Wells Fargo Bank, Bank of America, and M&T Bank as lenders (the “Credit Agreement”), that included a $60 million term portion and a $30 million revolving commitment portion. The proceeds of the term loan were used to repay the Company’s remaining outstanding term loan and to terminate its existing credit facility with Santander Bank, N.A. (approximately $59 million). The term loan portion of the credit facility requires quarterly principal payments of (i) $750,000 beginning on September 30, 2023 through June 30, 2025, (ii) $1,125,000 beginning on September 30, 2025 through June 30, 2027, and (iii) $1,500,000 beginning on September 30, 2027 through March 31, 2028, with the balance of the term loan payable on the maturity date of June 16, 2028. Amounts outstanding under the revolving portion of the credit facility are generally due and payable on the expiration date of the Credit Agreement (June 16, 2028). The Company can elect to prepay some or all of the outstanding balance from time to time without penalty. A commitment fee is payable on the unused portion of the revolving credit facility based on the Company’s consolidated ratio of net debt to adjusted EBITDA from time to time. Currently, the commitment fee is 0.30%. The Company has no borrowings outstanding under the revolving commitment portion of the credit facility as of June 29, 2024.

 

The term loan bears interest at a variable rate based on the Term Secured Overnight Financing Rate (“SOFR”), plus an adjustment of ten basis points, plus an applicable margin of 1.875% to 2.625%, depending on the Company’s senior net leverage ratio. Borrowings under the revolving portion bear interest at a variable rate based on, at the Company’s election, a base rate plus an applicable margin of 0.875% to 1.625% or SOFR, plus an adjustment of ten basis points, plus an applicable margin of 1.875% to 2.625%, with such margins determined based on the Company’s senior net leverage ratio. The Company’s obligations under the Credit Agreement are secured by a lien on certain of the Company’s and its subsidiaries’ assets pursuant to a Pledge and Security Agreement, dated as of June 16, 2023, with TD Bank N.A., as administrative agent.

 

The Company’s loan covenants under the Credit Agreement require the Company to maintain a senior net leverage ratio not to exceed 3.5 to 1. In addition, the Company is required to maintain a fixed charge coverage ratio to be not less than 1.25 to 1. The Company was in compliance with all its covenants under the Credit Agreement on June 29, 2024, and through the date of filing this Form 10-Q.

v3.24.2.u1
Stock Options and Awards
6 Months Ended
Jun. 29, 2024
Stock Options and Awards  
Stock Options and Awards

Note H - Stock Options and Awards

 

On February 19, 2020, the Board of Directors of the Company (the “Board”) adopted The Eastern Company 2020 Stock Incentive Plan (the “2020 Plan”), which replaced The Eastern Company 2010 Executive Stock Incentive Plan after its expiration in February 2020. On April 29, 2020, at the Company’s 2020 Annual Meeting of Shareholders, the shareholders of the Company approved and adopted the 2020 Plan. The Company has no other existing plan pursuant to which equity awards may be granted.

 

Incentive stock options granted under the 2020 Plan must have exercise prices that are not less than 100% of the fair market value of the Company’s common stock on the dates the stock options are granted. Restricted stock awards may also be granted to participants under the 2020 Plan with restrictions determined by the Compensation Committee of the Board. Under the 2020 Plan, non-qualified stock options granted to participants will have exercise prices determined by the Compensation Committee of the Board. During the first six months of fiscal 2024 and 2023, the Company granted stock awards with respect to 92,016 and 64,500 shares of Company common stock, respectively, that were subject to the meeting of performance measurements or time based. For the first six months of fiscal years 2024 and 2023, the Company used fair market value to determine the associated expense with stock awards.

 

The 2020 Plan also permits the issuance of Stock Appreciation Rights (“SARs”). The SARs are in the form of an option with a cashless exercise price equal to the difference between the fair value of the Company’s common stock at the date of grant and the fair value as of the exercise date resulting in the issuance of the Company’s common stock. The Company did not issue any SARs during the first six months of fiscal 2024 and 2023.

 

Stock-based compensation (income) expense, including forfeitures, in connection with SARs and stock awards previously granted to employees was approximately $(20,000) and $21,000 in the second quarter of 2024 and the second quarter of 2023, respectively, and was approximately $414,000 and $(163,000) in the first six months of fiscal years 2024 and 2023, respectively.

 

As of June 29, 2024, there were 792,819 shares of Company common stock reserved and available for future grant under the 2020 Plan.

 

The following tables set forth the outstanding SARs for the period specified:

 

 

 

Six Months Ended

 

 

Year Ended

 

 

 

June 29, 2024

 

 

December 30, 2023

 

 

 

Units

 

 

Weighted Average

Exercise Price

 

 

Units

 

 

Weighted Average

Exercise Price

 

Outstanding at beginning of period

 

 

13,000

 

 

$24.19

 

 

 

146,166

 

 

$23.22

 

Expired

 

 

(9,000)

 

 

26.30

 

 

 

(50,833)

 

 

24.24

 

Exercised

 

 

-

 

 

 

-

 

 

 

(33,333)

 

 

21.10

 

Forfeited

 

 

-

 

 

 

-

 

 

 

(49,000)

 

 

22.80

 

Outstanding at end of period

 

 

4,000

 

 

 

20.20

 

 

 

13,000

 

 

 

24.19

 

 

SARs Outstanding and Exercisable

Range of Exercise Prices

 

 

Outstanding as of June 29, 2024

 

 

Weighted Average Remaining Contractual Life

 

 

Weighted Average Exercise Price

 

 

Exercisable as of June 29, 2024

 

 

Weighted Average Remaining Contractual Life

 

 

Weighted Average Exercise Price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

20.20

 

 

 

4,000

 

 

 

0.8

 

 

$20.20

 

 

 

4,000

 

 

 

0.8

 

 

$20.20

 

 

The following tables set forth the outstanding stock awards for the period specified:

 

 

 

Six Months Ended

 

 

Year Ended

 

 

 

June 29, 2024

 

 

December 30, 2023

 

 

 

Shares

 

 

Shares

 

Outstanding at beginning of period

 

 

89,400

 

 

 

64,500

 

Issued

 

 

92,016

 

 

 

82,800

 

Exercised

 

 

(23,734)

 

 

(10,600)

Forfeited

 

 

(11,266)

 

 

(47,300)

Outstanding at end of period

 

 

146,416

 

 

 

89,400

 

 

As of June 29, 2024, outstanding SARs and stock awards had an intrinsic value of $3,750,304.

v3.24.2.u1
Share Repurchase Program
6 Months Ended
Jun. 29, 2024
Share Repurchase Program  
Share Repurchase Program

Note I – Share Repurchase Program

 

On August 21, 2023, the Company announced that the Board had approved a new share repurchase program authorizing the Company to repurchase up to 200,000 shares of the Company’s common stock through August 20, 2028. The Company’s share repurchase program does not obligate it to acquire the Company’s common stock at any specific cost per share. Under this program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

 

Below is a summary of the Company’s shares repurchased during the second quarter of 2024 under the share repurchase program.

 

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Maximum Number of Shares that may yet be Purchased Under the Plans

or Programs

 

Balance as of March 30, 2024

 

 

50,076

 

 

$19.38

 

 

 

50,076

 

 

 

149,924

 

March 31, 2024 – June 29, 2024

 

 

10,000

 

 

 

24.73

 

 

 

10,000

 

 

 

139,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 29, 2024

 

 

60,076

 

 

$20.27

 

 

 

60,076

 

 

 

139,924

 

v3.24.2.u1
Revenue Recognition
6 Months Ended
Jun. 29, 2024
Revenue Recognition  
Revenue Recognition

Note J – Revenue Recognition

 

The Company’s revenues result from the sale of goods and services and reflect the consideration to which the Company expects to be entitled. The Company records revenues in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers.” The Company has defined purchase orders as contracts in accordance with ASC Topic 606. For its customer contracts, the Company identifies its performance obligations, which are delivering goods or services, determines the transaction price, allocates the contract transaction price to the performance obligations (when applicable), and recognizes the revenue when (or as) the performance obligation is transferred to the customer. A good or service is transferred when the customer obtains control of that good or service. The Company’s revenues are recorded at a point in time from the sale of tangible products. Revenues are recognized when products are shipped.

 

Customer volume rebates, product returns, discount and allowance are variable considerations and are recorded as a reduction of revenue in the same period that the related sales are recorded. The Company has reviewed the overall sales transactions for variable consideration and has determined that these costs are not material.

 

The Company has no future performance obligations and does not capitalize costs to obtain or fulfill contracts.

v3.24.2.u1
Income Taxes
6 Months Ended
Jun. 29, 2024
Income Taxes  
Income Taxes

Note K - Income Taxes

 

The Company files income tax returns in the U.S. at the federal and state levels, and in foreign jurisdictions. With limited exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2019 and is no longer subject to non-U.S. income tax examinations by foreign tax authorities for years prior to 2017.

 

The total amount of unrecognized tax benefits could increase or decrease within the next 12 months for several reasons, including the closure of federal, state, and foreign tax years by expiration of the statute of limitations and the recognition and measurement considerations under FASB ASC Topic 740, “Income Taxes.”  There have been no significant changes to the value of unrecognized tax benefits during the six months ended June 29, 2024. The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits will not increase or decrease significantly over the next twelve months.

v3.24.2.u1
Retirement Benefit Plans
6 Months Ended
Jun. 29, 2024
Retirement Benefit Plans  
Retirement Benefit Plans

Note L - Retirement Benefit Plans

 

The Company has four non-contributory defined benefit pension plans covering most U.S. employees. All of these pension plans are frozen and participants in these plans have not accrued benefits since the date on which these plans were frozen. Plan benefits are generally based upon age at retirement, years of service and, for the plan covering salaried employees, the level of compensation. The Company also sponsors unfunded non-qualified supplemental retirement plans that provide certain former officers with benefits in excess of limits imposed by federal tax law.

 

The Company also provides health care and life insurance for retired salaried employees in the United States who meet specific eligibility requirements.

 

Significant disclosures relating to these benefit plans for the first three months and first six months 2024 and 2023 are as follows:

 

 

 

Pension Benefits

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Service cost

 

$178,004

 

 

$216,153

 

 

$356,007

 

 

$432,306

 

Interest cost

 

 

966,704

 

 

 

990,053

 

 

 

1,933,406

 

 

 

1,980,107

 

Expected return on plan assets

 

 

(1,099,034)

 

 

(1,049,014)

 

 

(2,198,069)

 

 

(2,098,030)

Amortization of prior service cost

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Amortization of the net loss

 

 

327,363

 

 

 

342,865

 

 

 

654,728

 

 

 

685,730

 

Net periodic benefit cost (benefit)

 

$373,037

 

 

$500,057

 

 

$746,072

 

 

$1,000,113

 

 

 

 

Other Postretirement Benefits

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Service cost

 

$3,574

 

 

$6,486

 

 

$7,148

 

 

$12,972

 

Interest cost

 

 

12,951

 

 

 

14,533

 

 

 

25,902

 

 

 

29,066

 

Expected return on plan assets

 

 

(4,684)

 

 

(4,849)

 

 

(9,368)

 

 

(9,698)

Amortization of prior service cost

 

 

1,060

 

 

 

1,060

 

 

 

2,120

 

 

 

2,120

 

Amortization of the net loss

 

 

(19,567)

 

 

(16,895)

 

 

(39,134)

 

 

(33,790)

Net periodic benefit cost

 

$(6,666)

 

$335

 

 

$(13,332)

 

$670

 

 

The Company’s funding policy with respect to its qualified plans is to contribute at least the minimum amount required by applicable laws and regulations. In fiscal year 2024, the Company expects to make cash contributions to its qualified pension plans of approximately $2,100,000 and approximately $50,000 into its other postretirement plan. As of June 29, 2024, the Company has contributed $979,000 to its pension plans and $14,000 to its postretirement plan in fiscal year 2024 and expects to make the remaining contributions as required during the remainder of the fiscal year.

 

The Company has a contributory savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) covering substantially all U.S. non-union employees. The 401(k) Plan allows participants to make voluntary contributions from their annual compensation on a pre-tax basis, subject to limitations under the Internal Revenue Code. The 401(k) Plan provides for contributions by the Company at its discretion.

 

The Company made contributions to the 401(k) Plan as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Regular matching contribution

 

$261,993

 

 

$253,665

 

 

$547,556

 

 

$506,426

 

Transitional credit contribution

 

 

21,964

 

 

 

26,344

 

 

 

50,870

 

 

 

60,663

 

Non-discretionary contribution

 

 

102,873

 

 

 

89,163

 

 

 

213,763

 

 

 

521,112

 

Total contributions for the period

 

$386,830

 

 

$369,172

 

 

$812,189

 

 

$1,088,201

 

 

The non-discretionary contribution of $328,953 made in the six months ended July 1, 2023, was accrued for, and expensed in the prior fiscal year.

 

Effective January 1, 2023, the non-discretionary contributions are being contributed on a weekly basis.

v3.24.2.u1
Recent Accounting Pronouncements
6 Months Ended
Jun. 29, 2024
Recent Accounting Pronouncements  
Recent Accounting Pronouncements

Note M - Recent Accounting Pronouncements

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amends the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We do not expect this new standard to have a significant impact on our disclosures.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign and (3) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. The update also requires entities to disclose their income tax payments to various jurisdictions. This standard is effective for fiscal years beginning after December 15, 2024. We do not expect this new standard to have a significant impact on our disclosures.

 

The Company has implemented all new accounting pronouncements that are in effect and that could impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued, but are not yet effective, that might have a material impact on the consolidated financial statements of the Company.

v3.24.2.u1
Concentration of Risk
6 Months Ended
Jun. 29, 2024
Concentration of Risk  
Concentration of Risk

Note N - Concentration of Risk

 

Credit Risk

 

Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and contractual obligations to the Company, as and when they become due. The primary credit risk for the Company is its accounts receivable due from customers. The Company has established credit limits for customers and monitors their balances to mitigate the risk of loss. As of June 29, 2024, there was one significant concentration of credit risk with a customer, who had receivables representing 13% of our net accounts receivable. This same customer represented 12% of the Company’s net accounts receivable as of December 30, 2023. The maximum exposure to credit risk is primarily represented by the carrying amount of the Company’s accounts receivable.

 

The Company has deposits that exceed amounts up to $250,000 that are insured by the Federal Deposit Insurance Corporation (FDIC), but the Company does not consider this a significant concentration of credit risk based on the strength of the financial institution.

 

Interest Rate Risk

 

The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt under the credit agreement, which bears interest at variable rates based on term SOFR, plus an adjustment of ten basis points, plus an applicable margin of 1.875% to 2.625%, depending on the Company’s senior net leverage ratio.

v3.24.2.u1
Financial Instruments and Fair Value Measurements
6 Months Ended
Jun. 29, 2024
Financial Instruments and Fair Value Measurements  
Financial Instruments and Fair Value Measurements

Note O – Financial Instruments and Fair Value Measurements

 

The Company incurs certain manufacturing, marketing, and selling costs in international markets in local currency. Accordingly, earnings and cash flows are exposed to market risk from changes in foreign currency exchange rates relative to the U.S. dollar, the Company’s reporting currency. The Company has a program in place that is designed to mitigate the exposure to changes in foreign currency exchange rates. The program includes the use of derivative financial instruments to minimize, for a period of time, the impact on its financial results from changes in foreign exchange rates. The Company utilizes foreign currency forward contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, namely Mexican pesos. This does not eliminate the impact of the volatility of foreign exchange rates. However, because the Company generally enters into forward contracts twelve to eighteen months out, rates are fixed for a twelve-to-eighteen-month period, thereby facilitating financial planning and resource allocation.

 

Designated Foreign Currency Hedge Contracts

 

All of the Company’s designated foreign currency hedge contracts as of June 29, 2024 were cash flow hedges under ASC 815, “Derivatives and Hedging” (“ASC 815”). The Company records the effective portion of any change in the fair value of designated foreign currency hedge contracts in other comprehensive income until the related third-party transaction occurs. Once the related third-party transaction occurs, the Company reclassifies the effective portion of any related gain or loss on the designated foreign currency hedge contracts to earnings. In the event the hedged forecasted transaction does not occur, or it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. The Company had designated foreign currency hedge contracts outstanding in the contract amount of $14.4 million as of June 29, 2024 and $0.0 million as of December 30, 2023. As of June 29, 2024 a loss of $0.1 million, net of tax, will be reclassified to earnings within the next eighteen months. All currency cash flow hedges outstanding as of June 29, 2024 mature within eighteen months.

 

Fair Value of Derivative Instruments

 

The following table presents the effect of the Company’s derivative instruments designated as cash flow hedges under ASC 815 in its unaudited Condensed Consolidated Statements of Operations for the six months ended June 29, 2024:

 

Derivative Instruments

 

Amount of Loss Recognized in Accumulated Other Comprehensive Income

 

 

Amount of Gain Reclassified from Accumulated Other Comprehensive Income

into Earnings

 

 

Location in Condensed Consolidated Statement of Operations

 

Designated foreign currency hedge contracts, net of tax

 

$(57,259)

 

$18,891

 

 

 Cost of products sold

 

 

ASC 815 requires all derivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. The Company determines the fair value of its derivative instruments using the framework prescribed by ASC 820, “Fair Value Measurements and Disclosures”, by considering the estimated amount it would receive or pay to sell or transfer these instruments at the reporting date. Generally, the Company uses inputs that include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; other observable inputs for the asset or liability; and inputs derived principally from, or corroborated by, observable market data by correlation or other means. As of June 29, 2024, the Company has classified its derivative assets and liabilities within Level 2 of the fair value hierarchy prescribed by ASC 815, as discussed below, because these observable inputs are available for substantially the full term of its derivative instruments.

 

The following tables present the fair value of the Company’s derivative instruments as they appear in its Condensed Consolidated Balance Sheets as of June 29, 2024 and December 30, 2023:

 

 

 

Location in Condensed Consolidated Balance Sheets

 

As of June 29,

2024

 

 

As of December 30,

2023

 

Derivative Assets:

 

 

 

 

 

 

 

 

Designated foreign currency hedge contracts

 

Other long-term assets

 

$222,504

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities:

 

 

 

 

 

 

 

 

 

 

Designated foreign currency hedge contracts

 

Other current liabilities

 

$296,866

 

 

$-

 

v3.24.2.u1
Business Acquisition
6 Months Ended
Jun. 29, 2024
Business Acquisition  
Business Acquisition

Note P – Business Acquisition

 

On June 29, 2023, the Company acquired certain assets, including accounts receivable, inventories, furniture, fixtures and equipment, intellectual property rights, and rights existing under all sales and purchase agreements, and assumed certain liabilities of Sureflex, Inc. (“Sureflex”). These assets are held in our Velvac, Inc. (“Velvac”) subsidiary. We expect that Sureflex, which manufactures tractor-trailer electrical connection cable assemblies, will enable the Company to manufacture electrical products and become more competitive with respect to cost and quality.

 

The acquisition of Sureflex was accounted for under ASC Topic 805, “Business Combinations”. The acquired business is included in the consolidated operating results of the Company from the effective date of the acquisition. The excess of the cost of Sureflex over the fair market value of the net assets acquired of $0.5 million has been recorded as goodwill.

 

Neither the actual results nor the pro forma effects of the Sureflex acquisition are material to the Company’s financial statements.

v3.24.2.u1
Earnings Per Share (Tables)
6 Months Ended
Jun. 29, 2024
Earnings per share:  
Schedule of Denominators Used in Earnings Per Share Computations

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

6,233,153

 

 

 

6,232,717

 

 

 

6,224,596

 

 

 

6,227,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

6,233,153

 

 

 

6,232,717

 

 

 

6,224,596

 

 

 

6,227,873

 

Dilutive stock appreciation rights

 

 

25,626

 

 

 

32,462

 

 

 

25,626

 

 

 

32,462

 

Denominator for diluted earnings per share

 

 

6,258,779

 

 

 

6,265,179

 

 

 

6,250,222

 

 

 

6,260,335

 

v3.24.2.u1
Inventories (Tables)
6 Months Ended
Jun. 29, 2024
Inventories  
Schedule of Inventories from continuing operations

 

 

June 29,

2024

 

 

December 30,

2023

 

 

 

 

 

 

 

 

Raw material and component parts

 

$23,511,138

 

 

$24,500,087

 

Work in process

 

 

9,555,150

 

 

 

9,957,068

 

Finished goods

 

 

23,813,389

 

 

 

24,815,052

 

Total inventories

 

$56,879,677

 

 

$59,272,207

 

v3.24.2.u1
Leases (Tables)
6 Months Ended
Jun. 29, 2024
Leases  
Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases

 

 

Operating

 

 

Finance

 

2024

 

$2.1

 

 

$0.1

 

2025

 

 

3.2

 

 

 

0.2

 

2026

 

 

2.5

 

 

 

0.2

 

2027

 

 

2.1

 

 

 

0.2

 

2028

 

 

1.9

 

 

 

0.2

 

thereafter

 

 

6.4

 

 

 

0.2

 

 

 

 

18.3

 

 

 

1.0

 

Less effects of discounting

 

 

(2.6)

 

 

(0.2)

Lease liabilities recognized

 

$15.7

 

 

$0.8

 

v3.24.2.u1
Stock Options and awards (Tables)
6 Months Ended
Jun. 29, 2024
Stock Options and Awards  
Schedule of Stock Appreciation Rights Activity

 

 

Six Months Ended

 

 

Year Ended

 

 

 

June 29, 2024

 

 

December 30, 2023

 

 

 

Units

 

 

Weighted Average

Exercise Price

 

 

Units

 

 

Weighted Average

Exercise Price

 

Outstanding at beginning of period

 

 

13,000

 

 

$24.19

 

 

 

146,166

 

 

$23.22

 

Expired

 

 

(9,000)

 

 

26.30

 

 

 

(50,833)

 

 

24.24

 

Exercised

 

 

-

 

 

 

-

 

 

 

(33,333)

 

 

21.10

 

Forfeited

 

 

-

 

 

 

-

 

 

 

(49,000)

 

 

22.80

 

Outstanding at end of period

 

 

4,000

 

 

 

20.20

 

 

 

13,000

 

 

 

24.19

 

Schedule of SARs Outstanding and Exercisable

SARs Outstanding and Exercisable

Range of Exercise Prices

 

 

Outstanding as of June 29, 2024

 

 

Weighted Average Remaining Contractual Life

 

 

Weighted Average Exercise Price

 

 

Exercisable as of June 29, 2024

 

 

Weighted Average Remaining Contractual Life

 

 

Weighted Average Exercise Price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

20.20

 

 

 

4,000

 

 

 

0.8

 

 

$20.20

 

 

 

4,000

 

 

 

0.8

 

 

$20.20

 

Schedule of Outstanding Stock Grants

 

 

Six Months Ended

 

 

Year Ended

 

 

 

June 29, 2024

 

 

December 30, 2023

 

 

 

Shares

 

 

Shares

 

Outstanding at beginning of period

 

 

89,400

 

 

 

64,500

 

Issued

 

 

92,016

 

 

 

82,800

 

Exercised

 

 

(23,734)

 

 

(10,600)

Forfeited

 

 

(11,266)

 

 

(47,300)

Outstanding at end of period

 

 

146,416

 

 

 

89,400

 

v3.24.2.u1
Share Repurchase Program (Tables)
6 Months Ended
Jun. 29, 2024
Share Repurchase Program  
Schedule of Company's shares repurchased

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid Per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

 

Maximum Number of Shares that may yet be Purchased Under the Plans

or Programs

 

Balance as of March 30, 2024

 

 

50,076

 

 

$19.38

 

 

 

50,076

 

 

 

149,924

 

March 31, 2024 – June 29, 2024

 

 

10,000

 

 

 

24.73

 

 

 

10,000

 

 

 

139,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 29, 2024

 

 

60,076

 

 

$20.27

 

 

 

60,076

 

 

 

139,924

 

v3.24.2.u1
Retirement Benefit Plans (Tables)
6 Months Ended
Jun. 29, 2024
Retirement Benefit Plans  
Schedule of Significant Disclosures Relating to Benefit Plans

 

 

Pension Benefits

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Service cost

 

$178,004

 

 

$216,153

 

 

$356,007

 

 

$432,306

 

Interest cost

 

 

966,704

 

 

 

990,053

 

 

 

1,933,406

 

 

 

1,980,107

 

Expected return on plan assets

 

 

(1,099,034)

 

 

(1,049,014)

 

 

(2,198,069)

 

 

(2,098,030)

Amortization of prior service cost

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Amortization of the net loss

 

 

327,363

 

 

 

342,865

 

 

 

654,728

 

 

 

685,730

 

Net periodic benefit cost (benefit)

 

$373,037

 

 

$500,057

 

 

$746,072

 

 

$1,000,113

 

 

 

Other Postretirement Benefits

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Service cost

 

$3,574

 

 

$6,486

 

 

$7,148

 

 

$12,972

 

Interest cost

 

 

12,951

 

 

 

14,533

 

 

 

25,902

 

 

 

29,066

 

Expected return on plan assets

 

 

(4,684)

 

 

(4,849)

 

 

(9,368)

 

 

(9,698)

Amortization of prior service cost

 

 

1,060

 

 

 

1,060

 

 

 

2,120

 

 

 

2,120

 

Amortization of the net loss

 

 

(19,567)

 

 

(16,895)

 

 

(39,134)

 

 

(33,790)

Net periodic benefit cost

 

$(6,666)

 

$335

 

 

$(13,332)

 

$670

 

Schedule of Company made contributions towards benefit plans

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 29, 2024

 

 

July 1, 2023

 

 

June 29, 2024

 

 

July 1, 2023

 

Regular matching contribution

 

$261,993

 

 

$253,665

 

 

$547,556

 

 

$506,426

 

Transitional credit contribution

 

 

21,964

 

 

 

26,344

 

 

 

50,870

 

 

 

60,663

 

Non-discretionary contribution

 

 

102,873

 

 

 

89,163

 

 

 

213,763

 

 

 

521,112

 

Total contributions for the period

 

$386,830

 

 

$369,172

 

 

$812,189

 

 

$1,088,201

 

v3.24.2.u1
Financial Instruments and Fair Value Measurements (Tables)
6 Months Ended
Jun. 29, 2024
Financial Instruments and Fair Value Measurements  
Schedule of Fair Value of Derivative Instruments

Derivative Instruments

 

Amount of Loss Recognized in Accumulated Other Comprehensive Income

 

 

Amount of Gain Reclassified from Accumulated Other Comprehensive Income

into Earnings

 

 

Location in Condensed Consolidated Statement of Operations

 

Designated foreign currency hedge contracts, net of tax

 

$(57,259)

 

$18,891

 

 

 Cost of products sold

 
Schedule of Fair Value of Derivative Condensed Consolidated Balance Sheets

 

 

Location in Condensed Consolidated Balance Sheets

 

As of June 29,

2024

 

 

As of December 30,

2023

 

Derivative Assets:

 

 

 

 

 

 

 

 

Designated foreign currency hedge contracts

 

Other long-term assets

 

$222,504

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities:

 

 

 

 

 

 

 

 

 

 

Designated foreign currency hedge contracts

 

Other current liabilities

 

$296,866

 

 

$-

 

v3.24.2.u1
Earnings Per Share (Details) - shares
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Basic:        
Weighted Average Shares Outstanding 6,233,153 6,232,717 6,224,596 6,227,873
Diluted :        
Weighted Average Shares Outstanding 6,233,153 6,232,717 6,224,596 6,227,873
Dilutive Stock Appreciation Rights 25,626 32,462 25,626 32,462
Denominator For Diluted Earnings Per Share (in Shares) 6,258,779 6,265,179 6,250,222 6,260,335
v3.24.2.u1
Inventories (Details) - USD ($)
Jun. 29, 2024
Dec. 30, 2023
Inventories    
Raw Material And Component Parts $ 23,511,138 $ 24,500,087
Work In Process 9,555,150 9,957,068
Finished Goods 23,813,389 24,815,052
Total Inventories $ 56,879,677 $ 59,272,207
v3.24.2.u1
Goodwill (Details Narrative)
$ in Millions
Jun. 29, 2024
USD ($)
Goodwill  
Aggregate carrying amount of goodwill $ 70.7
v3.24.2.u1
Leases (Details)
$ in Millions
Jun. 29, 2024
USD ($)
Leases  
2024 operating lease $ 2.1
2025 operating lease 3.2
2026 operating lease 2.5
2027 operating lease 2.1
2028 operating lease 1.9
Thereafter finance lease 6.4
Operating leases, future minimum payments due gross 18.3
Less effects of discounting OperatingLeases (2.6)
Lease liabilities recognized Operating Leases 15.7
2024 Finance lease 0.1
2025 finance lease 0.2
2026 finance lease 0.2
2027 financ lease 0.2
2028 Finance lease 0.2
Thereafter finance lease 0.2
Finance leases, future minimum payments due gross 1.0
Less effects of discounting Finance Leases (0.2)
Lease liabilities recognized financing Leases $ 0.8
v3.24.2.u1
Leases (Details Narrative)
$ in Millions
6 Months Ended
Jun. 29, 2024
USD ($)
Leases  
Operating lease liabilities $ 15.7
Finance lease liabilities $ 0.8
Weighted average lease term for operating leases 7 years
Weighted average lease term for finance leases 5 years 7 months 6 days
Weighted average discount rate operating leases 6.40%
Weighted average discount rate finance leases 6.30%
v3.24.2.u1
Debt (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended
Jun. 16, 2023
Jun. 29, 2024
Line Of Credit Member [Member]    
Annual Commitment Fee Percentage 0.30%  
Medium Term Notes [Member] | September 30, 2023 through June 30, 2025 [Member]    
Quarterly Principal Payment   $ 750,000
Medium Term Notes [Member] | September 30, 2025 through June 30, 2027 [Member]    
Quarterly Principal Payment   1,125,000
Medium Term Notes [Member] | September 30, 2027 through March 31, 2028 [Member]    
Quarterly Principal Payment   $ 1,500,000
Medium Term Notes [Member] | Interest Rate Swap [Member]    
Term portion loan $ 60,000,000  
Revolving Commitment Portion $ 30,000,000  
Minimum [Member] | Credit Agreement [Member]    
Variable Interest Rate Based On Senior Net Leverage Ratio   1.875%
Minimum [Member] | Medium Term Notes [Member]    
Variable Interest Rate Based On Senior Net Leverage Ratio   0.875%
Maximum [Member] | Credit Agreement [Member]    
Variable Interest Rate Based On Senior Net Leverage Ratio   2.625%
Maximum [Member] | Medium Term Notes [Member]    
Variable Interest Rate Based On Senior Net Leverage Ratio   1.625%
v3.24.2.u1
Stock Options and Awards (Details) - Stcok Options [Member] - $ / shares
6 Months Ended 12 Months Ended
Jun. 29, 2024
Dec. 30, 2023
Number of units outstanding at beginning of period 13,000 146,166
Number of units, Expired (9,000) (50,833)
Number of units, Exercised 0 (33,333)
Number of units, Forfeited 0 (49,000)
Number of units outstanding at end of period 4,000 13,000
Weighted average exercise price, beginning balance $ 24.19 $ 23.22
Weighted average exercise price, Expired 26.30 24.24
Weighted average exercise price, exercised 0 21.10
Weighted average exercise price, forfeited 0 22.80
Weighted average exercise price, ending balance $ 20.20 $ 24.19
v3.24.2.u1
Stock Options and Awards (Details 1)
6 Months Ended
Jun. 29, 2024
$ / shares
shares
Outstanding | shares 4,000
Exercisable | shares 4,000
Range of Exercise Prices (in dollar per share) $ 20.20
Minimum [Member] | SAR [Member]  
Weighted- Average Remaining Contractual Life 9 months 18 days
Weighted avaerage exercise price $ 20.20
Maximum [Member] | SAR [Member]  
Weighted- Average Remaining Contractual Life 9 months 18 days
Weighted avaerage exercise price $ 20.20
v3.24.2.u1
Stock Options and Awards (Details 2) - Stock Options [Member] - shares
6 Months Ended 12 Months Ended
Jun. 29, 2024
Dec. 30, 2023
Number of units outstanding at beginning of period 89,400 64,500
Number of units, Issued 92,016 82,800
Number of units, Exercised (23,734) (10,600)
Number of units, Forfeited (11,266) (47,300)
Number of units outstanding at end of period 146,416 89,400
v3.24.2.u1
Stock Options and Awards (Details Narrative) - USD ($)
6 Months Ended 12 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Dec. 30, 2023
Stock compensation expense $ 20,000 $ 21,000  
Stock compensation expense (20,000) $ (21,000)  
Intrinsic value 792,819    
2020 Plan [Member]      
Intrinsic value $ 3,750,304    
Stock Option Granted 92,016 64,500  
Stock Options [Member]      
Stock compensation expense $ 414,000 $ 163,000  
Stock compensation expense $ (414,000) $ (163,000)  
Stock Option Granted 92,016   82,800
v3.24.2.u1
Share Repurchase Program (Details)
3 Months Ended
Jun. 29, 2024
$ / shares
shares
Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs [Member]  
Maximum Number Of Shares That May Yet Be Purchased Under The Plans Or Programs, Beginning Balance 149,924
Maximum Number Of Shares That May Yet Be Purchased Under The Plans Or Programs 139,924
Maximum Number Of Shares That May Yet Be Purchased Under The Plans Or Programs, Ending Balance 139,924
Average Price Paid Per Share [Member]  
Average Price Paid Per Share, Beginning Balance | $ / shares $ 19.38
Average Price Paid Per Share During The Period | $ / shares 24.73
Average Price Paid Per Share, Ending Balance | $ / shares $ 20.27
Total Number of Shares Purchased [Member]  
Total Number Of Shares Purchased, Beginning Balance 50,076
Total Number Of Shares Purchased 10,000
Total Number Of Shares Purchased,ending Balance 60,076
Total Number of Shares Purchased As Part of Publicly Announced Plansor Programs [Member]  
Total Number Of Shares Purchased As Part Of Publicly Announced Plansor Programs, Beginning Balance 50,076
Total Number Of Shares Purchased As Part Of Publicly Announced Plansor Programs 10,000
Total Number Of Shares Purchased As Part Of Publicly Announced Plansor Programs, Ending Balance 60,076
v3.24.2.u1
Share Repurchase Program (Details Narrative)
Aug. 21, 2023
shares
Share Repurchase Program  
Number of shares authorized to be repurchased 200,000
v3.24.2.u1
Retirement Benefit Plans (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Pension Benefit [Member]        
Service cost $ 178,004 $ 216,153 $ 356,007 $ 432,306
Interest cost 966,704 990,053 1,933,406 1,980,107
Expected return on plan assets (1,099,034) (1,049,014) (2,198,069) (2,098,030)
Amortization of prior service cost 0 0 0 0
Amortization of the net loss 327,363 342,865 654,728 685,730
Net periodic benefit cost 373,037 500,057 746,072 1,000,113
Other Postretirement Benefit [Member]        
Service cost 3,574 6,486 7,148 12,972
Interest cost 12,951 14,533 25,902 29,066
Expected return on plan assets (4,684) (4,849) (9,368) (9,698)
Amortization of prior service cost 1,060 1,060 2,120 2,120
Amortization of the net loss (19,567) (16,895) (39,134) (33,790)
Net periodic benefit cost $ (6,666) $ 335 $ (13,332) $ 670
v3.24.2.u1
Retirement Benefit Plans (Details 1) - USD ($)
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Total contributions for the period $ 386,830 $ 369,172 $ 812,189 $ 1,088,201
Regular Matching Contributions [Member]        
Total contributions for the period 261,993 253,665 547,556 506,426
Transitional Credit Contributions [Member]        
Total contributions for the period 21,964 26,344 50,870 60,663
Non-Discretionary Contributions [Member]        
Total contributions for the period $ 102,873 $ 89,163 $ 213,763 $ 521,112
v3.24.2.u1
Retirement Benefit Plans (Details Narrative) - USD ($)
6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Accrued amount for non discretionary safe harbor contribution   $ 328,953
Pension Benefit [Member]    
2024 $ 2,100,000  
Cash contributions 979,000  
Other Postretirement Benefit [Member]    
2024 50,000  
Cash contributions $ 14,000  
v3.24.2.u1
Concentration of Risk (Details Narrative) - USD ($)
6 Months Ended 12 Months Ended
Jun. 29, 2024
Dec. 30, 2023
Federal Deposit Insurance Corporation (FDIC) $ 250,000  
Minimum [Member] | Line Of Credit Member [Member] | LIBOR [Member]    
Basis spread on variable rate 1.875%  
Maximum [Member] | Line Of Credit Member [Member] | LIBOR [Member]    
Basis spread on variable rate 2.625%  
Accounts Receivable [Member] | Customer Concentration Risk [Member]    
Threshold percentage of concentration risk 13.00% 12.00%
v3.24.2.u1
Financial Instruments and Fair Value Measurements (Details)
6 Months Ended
Jun. 29, 2024
USD ($)
Gain Reclassified from OCI to Earnings [Member]  
Designated foreign currency hedge contracts, net of tax $ 18,891
Loss in Accumulated Other Comprehensive Income [Member]  
Designated foreign currency hedge contracts, net of tax $ (57,259)
v3.24.2.u1
Financial Instruments and Fair Value Measurements (Details 1) - USD ($)
Jun. 29, 2024
Dec. 30, 2023
Derivative Assets [Member]    
Designated foreign currency hedge contracts assets $ 222,504 $ 0
Derivative Liabilities [Member]    
Designated foreign currency hedge contracts liabilities $ 296,866 $ 0
v3.24.2.u1
Financial Instruments and Fair Value Measurements (Details Narrative) - USD ($)
$ in Millions
Jun. 29, 2024
Dec. 30, 2023
Financial Instruments and Fair Value Measurements    
Foreign currency hedge contracts outstanding $ 14.4 $ 0.0
Loss reclassified to earnings net of tax $ 0.1  
v3.24.2.u1
Business Acquisition (Details Narrative)
$ in Millions
Jun. 29, 2024
USD ($)
Business Acquisition  
Goodwill $ 0.5

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