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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report: November 5, 2024

(Date of earliest event reported)

 

The Eastern Company

(Exact name of Registrant as specified in its charter)

 

Connecticut

 

001-35383

 

06-0330020

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

 File Number)

 

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)

 

________________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2)

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, No Par Value

EML

NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 






 

ITEM 2.02 – Results of Operations and Financial Condition

 

Press Release dated November 5, 2024, announcing the third quarter earnings for 2024 is attached hereto.

 

ITEM 7.01 – Regulation FD Disclosure

 

On November 5, 2024, The Eastern Company released the third quarter earnings of 2024. A copy of the Press Release dated November 5, 2024, announcing the third quarter earnings for 2024 is attached hereto.

 

ITEM 9.01 – Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

 

Title

 

 

 

99.1

 

Press Release dated November 5, 2024 announcing the third quarter earnings for 2024.

 

 

 

104

 

Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

 

 

 

 

 

2

 

 

SIGNATURES

 

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

 

 

The Eastern Company

 

 

 

 

 

Date:  November 5, 2024                                 

By:

/s/Nicholas Vlahos

 

 

 

Nicholas Vlahos

Chief Financial Officer

 

 

 

3

 

EX-99.1 2 eml_ex991.htm PRESS RELEASE eml_ex991.htm

EXHIBIT 99.1

 

FOR IMMEDIATE RELEASE 

 

THE EASTERN COMPANY REPORTS THIRD QUARTER 2024 RESULTS

 

ANNOUNCES A NEW CEO

 

 

·

Net sales from continuing operations increase to $71.3 million in Q3 2024 compared to $62.0 million in Q3 2023

 

·

Gross margin from continuing operations increases to 25.5% in Q3 2024 compared to 24.9% in Q3 2023

 

·

Earnings per diluted share from continuing operations increase 36% to $0.75 in Q3 2024 compared to $0.55 in Q3 2023

 

·

Eastern advances its business transformation by reporting Big 3 Mold business as discontinued operations

 

·

Eastern announces transition to new CEO – Ryan Schroeder

 

SHELTON, CT – November 5, 2024 - The Eastern Company (“Eastern” or the “Company”) (NASDAQ:EML), an industrial manufacturer of unique engineered solutions serving commercial transportation, logistics, and other industrial markets, today announced the results of operations for the third fiscal quarter ended September 28, 2024 and that its Board of Directors has named Ryan Schroeder the Company's next Chief Executive Officer, effective November 6, 2024. Mr. Schroeder, a seasoned executive with a proven history of leading manufacturing companies to sustained long-term growth, will succeed Mark Hernandez as CEO.

 

James Mitarotonda, Chair of the Board of Directors, said “We are pleased that Ryan will be joining Eastern as CEO. He is an experienced executive with a history of leading manufacturing companies to peer-beating, sustained long-term growth, and he will succeed Mark Hernandez, who has resigned as CEO, a position he has held since 2023, and has resigned from the Company’s Board of Directors after having served in such capacity since 2022. Ryan brings a track record for growing businesses both organically and through acquisition, most recently as CEO at Plaskolite LLC. Prior to that, Ryan spent four years at IMI Norgen as president, leading approximately 2,200 employees across 17 facilities, and prior to joining IMI Norgen, he spent 12 years at Parker Hannifin in a variety of roles, including general manager of global valves, plant manager, and supply chain manager of the company’s Mobile Cylinders division.”

  

Board Chairman James Mitarotonda continued, “Eastern turned in an excellent operating performance for the third quarter, with notable year-over-year improvements in the Company’s net sales, gross margin, operating profit, and earnings per share from continuing operations.  These results, in tandem with a 13% year-over-year increase in backlog, demonstrate the success of the many steps we have taken under our value-creation program.

 

“During the quarter, we continued to evaluate Eastern’s business portfolio for long-term performance. As a result of this exercise, we determined that the Big 3 Mold business no longer fits with our long-term strategy, and we recently began taking steps to sell that business. Making this structural change to our portfolio will enable us to focus all of our resources on our best-in-class manufacturing and assembly capabilities in commercial vehicle, automotive, and other industrial end markets.”

 

Mr. Mitarotonda concluded, “With these steps, we have advanced the most important elements of the business transformation program. We expect to continue benefiting from our “One Eastern” strategy in the fourth quarter of 2024 and beyond, as well as from the trend toward dual-sourcing currently underway as industry players take further actions to protect their supply chain even as demand is currently softening in the commercial vehicle market. In summary, Eastern is now moving forward as a stronger organization that is well positioned to reach our key goal of consistently delivering solid performance and creating shareholder value.”

 

Discontinued Operations

 

In accordance with the Company’s decision to sell the Big 3 Mold business, the income statement results of the Big 3 Mold business have been reclassified as discontinued operations.  Included in discontinued operations for the third quarter of 2024 are a $0.8 million operating loss and a $23.1 million write-down of the Big 3 Mold business to fair value.

 

Third Quarter and Nine Months 2024 Financial Results

 

The following analysis excludes discontinued operations.

 

Net sales for the third quarter of 2024 increased 15% to $71.3 million from $62.0 million for the corresponding period in 2023. Net sales for the first nine months of 2024 increased 6% to $206.1 million from $195.1 million in the corresponding period last year. Sales increased in the third quarter of 2024 primarily due to increased demand for returnable transport packaging products, truck mirror assemblies, and truck accessories of $7.4 million, $1.2 million, and $0.7 million, respectively. Sales increases in the first nine months of 2024 were driven by increased demand for truck mirror assemblies and returnable transport packaging products of $13.3 million and $4.6 million respectively, offset by lower demand for truck accessories of $6.9 million. Our backlog as of September 28, 2024 increased 13% to $97.2 million from $86.2 million as of September 30, 2023, primarily driven by increased orders for various truck mirror assemblies of $11.6 million and returnable transport packaging products of $3.2 million.

 

3 ENTERPRISE DRIVE, SUITE 408, SHELTON, CONNECTICUT  06484

PHONE (203) 729 - 2255  *  FAX (203) 723 - 8653  *  WWW.EASTERNCOMPANY.COM

 

 
1

 

 

Gross margin as a percentage of sales was 25.5% in the third quarter of 2024 and 25.2% in the first nine months of 2024 compared to 24.9% in the third quarter of 2023 and 22.9% in the first nine months of 2023. Our gross margin in the third quarter of 2024 primarily reflects the impact of price increases to customers to recover increases in raw material costs and cost savings initiatives.

 

Selling, general and administrative expenses increased $1.9 million, or 22.1%, in the third quarter of 2024 when compared to the third quarter of 2023 primarily due to higher payroll-related expenses of $1.2 million, legal and professional expenses of $0.3 million, travel expenses of $0.1 million, and other selling and administrative expenses of $0.3 million. Selling and administrative expenses increased $2.0 million, or 6.8%, in the first nine months of 2024 when compared to the corresponding period in 2023 primarily due to higher payroll-related expenses of $1.7 million and other administrative costs.

 

Other income and expense increased $0.1 million in the third quarter of 2024 and decreased $1.1 million in the first nine months of 2024 when compared to the corresponding periods in 2023. The increase in other income and expense of $0.1 million in the third quarter of 2024 was primarily driven by lower pension expense of $0.1 million when compared to the third quarter of 2023. The decrease in other income and expense of $1.1 million for the first nine months of 2024 when compared to the corresponding period in 2023 was primarily driven by $0.3 million lower pension expense in the second quarter of 2023, and 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 third quarter of fiscal 2024 was $4.7 million, or $0.75 per diluted share, compared to net income of $3.5 million, or $0.55 per diluted share, for the comparable period in 2023. In the first nine months of 2024, net income was $11.7 million, or $1.87 per diluted share, compared to net income of $7.8 million, or $1.24 per diluted share, for the comparable period in 2023.

 

Adjusted net income from continuing operations (a non-GAAP measure) for the third quarter of fiscal 2024 was $4.7 million, or $0.75 per diluted share, compared to adjusted net income from continuing operations of $3.5 million, or $0.55 per diluted share, for the comparable period in 2023. For the nine months ended September 29, 2024, adjusted net income from continuing operations was $11.7 million, or $1.87 per diluted share, compared to $9.1 million, or $1.44 per diluted share for the comparable 2023 period. Adjusted EBITDA from continuing operations (a non-GAAP measure) for the third quarter of fiscal 2024 was $8.7 million compared to adjusted EBITDA from continuing operations of $6.7 million for the 2023 period.  For the nine months ended September 28, 2024, adjusted EBITDA from continuing operations was $21.3 million compared to $18.5 million in the 2023 period.  See “Non-GAAP Financial Measures” below and the reconciliation table accompanying this release.

 

During the third quarter of fiscal 2024, the Company repurchased 50,000 shares of common stock under its share repurchase program authorized in August 2023.

 

Conference Call and Webcast

 

The Eastern Company will host a conference call to discuss its results for the third quarter of 2024 and other matters on Wednesday, November 6, 2024 at 11:00 AM Eastern Time. Participants can access the conference call by phone at 888-506-0062 (toll-free in the US and Canada) or 973-528-0011 (international), using access code 594322. Participants can also join via the web at https://www.webcaster4.com/Webcast/Page/1757/51396

 

About The Eastern Company

 

The Eastern Company manages industrial businesses that design, manufacture and sell unique engineered solutions to markets. Eastern’s businesses operate in industries that offer long-term macroeconomic growth opportunities. The Company operates from locations in the U.S., Canada, Mexico, Taiwan, and China. More information on the Company can be found at www.easterncompany.com.

 

 
2

 

 

Safe Harbor for Forward-Looking Statements

 

Statements contained in this press release 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 elections, including a change in administration from the upcoming U.S. presidential election, 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 the Middle East, 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.

 

The Company is also subject to other risks identified and discussed 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 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 on March 12, 2024, 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.

 

 
3

 

 

Non-GAAP Financial Measures

 

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

 

To supplement the condensed consolidated financial statements prepared in accordance with U.S. GAAP, we have presented Adjusted Net Income from Continuing Operations, Adjusted Earnings Per Share from Continuing Operations, Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations 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 from Continuing Operations is defined as net income from continuing operations 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 from Continuing Operations 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 from Continuing Operations  is defined as earnings per share from continuing operations 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 from Continuing Operations 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 from Continuing Operations is defined as net income from continuing operations 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 from Continuing Operations 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.

 

Adjusted EBITDA from Discontinued Operations is defined as net income from discontinued operations 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 from Discontinued Operations 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.

 

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.

 

Investor Relations Contacts

 

The Eastern Company

Nicholas Vlahos

203-729-2255

 

 
4

 

 

THE EASTERN COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 28,

 2024

 

 

September 30,

2023

 

 

September 28,

 2024

 

 

September 30,

2023

 

Net sales

 

$ 71,274,757

 

 

$ 62,001,347

 

 

$ 206,068,490

 

 

$ 195,062,061

 

Cost of products sold

 

 

(53,085,087 )

 

 

(46,556,952 )

 

 

(154,161,980 )

 

 

(150,371,589 )

Gross margin

 

 

18,189,670

 

 

 

15,444,395

 

 

 

51,906,510

 

 

 

44,690,472

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product development expense

 

 

(1,077,930 )

 

 

(1,425,159 )

 

 

(3,739,214 )

 

 

(4,257,468 )

Selling and administrative expenses

 

 

(10,316,788 )

 

 

(8,452,163 )

 

 

(31,014,022 )

 

 

(29,051,436 )

Operating profit

 

 

6,794,952

 

 

 

5,567,073

 

 

 

17,153,274

 

 

 

11,381,568

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(709,680 )

 

 

(854,223 )

 

 

(2,049,655 )

 

 

(2,059,912 )

Other (expense) income

 

 

(82,703 )

 

 

(135,839 )

 

 

(92,415 )

 

 

1,025,582

 

Income from continuing operations before income taxes

 

 

6,002,569

 

 

 

4,577,011

 

 

 

15,011,204

 

 

 

10,347,238

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

(1,333,771 )

 

 

(1,113,587 )

 

 

(3,335,489 )

 

 

(2,574,393 )

Net income from continuing operations

 

$ 4,668,798

 

 

$ 3,463,424

 

 

$ 11,675,715

 

 

$ 7,772,845

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued Operations (see note B)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations of discontinued unit

 

$ (766,990 )

 

$ (530,764 )

 

$ (2,750,844 )

 

$ (3,600,060 )

Loss on classification as held for sale

 

 

(23,087,775 )

 

 

-

 

 

 

(23,087,775 )

 

 

-

 

Income tax benefit

 

 

3,888,522

 

 

 

129,298

 

 

 

4,320,904

 

 

 

895,695

 

Loss on discontinued operations

 

$ (19,966,243 )

 

$ (401,466 )

 

$ (21,517,715 )

 

$ (2,704,365 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$ (15,297,445 )

 

$ 3,061,958

 

 

$ (9,842,000 )

 

$ 5,068,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share from continuing operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ 0.75

 

 

$ 0.55

 

 

$ 1.88

 

 

$ 1.25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$ 0.75

 

 

$ 0.55

 

 

$ 1.87

 

 

$ 1.24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share from discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ (3.22 )

 

$ (0.06 )

 

$ (3.46 )

 

$ (0.43 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$ (3.21 )

 

$ (0.06 )

 

$ (3.45 )

 

$ (0.43 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total (loss) earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ (2.47 )

 

$ 0.49

 

 

$ (1.58 )

 

$ 0.82

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$ (2.46 )

 

$ 0.49

 

 

$ (1.58 )

 

$ 0.81

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends per share

 

$ 0.11

 

 

$ 0.11

 

 

$ 0.33

 

 

$ 0.33

 

 

 
5

 

 

THE EASTERN COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

September 28, 2024

 

 

December 30, 2023

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 7,670,541

 

 

$ 8,048,127

 

Marketable securities

 

 

2,034,602

 

 

 

986,477

 

Accounts receivable, less allowances: 2024 - $470,870; 2023 - $534,476

 

 

45,999,803

 

 

 

34,204,581

 

Inventories

 

 

58,125,362

 

 

 

58,396,679

 

Current portion of notes receivable

 

 

239,261

 

 

 

573,269

 

Prepaid expenses and other assets

 

 

2,356,524

 

 

 

5,443,778

 

Current assets held for sale

 

 

9,643,534

 

 

 

4,583,797

 

Total Current Assets

 

 

126,069,627

 

 

 

112,236,708

 

 

 

 

 

 

 

 

 

 

Property, Plant and Equipment

 

 

59,890,704

 

 

 

52,684,476

 

Accumulated depreciation

 

 

(31,095,676 )

 

 

(29,162,438 )

Property, Plant and Equipment, Net

 

 

28,795,028

 

 

 

23,522,038

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

58,576,197

 

 

 

58,576,198

 

Trademarks

 

 

3,946,651

 

 

 

3,914,409

 

Patents and other intangibles net of accumulated amortization

 

 

9,373,296

 

 

 

11,182,167

 

Long-term notes receivable, less current portion

 

 

238,002

 

 

 

374,932

 

Deferred Income Taxes

 

 

2,536,357

 

 

 

2,283,571

 

Right of Use Assets

 

 

14,645,336

 

 

 

17,064,137

 

Other Long-Term Assets

 

 

42,510

 

 

 

-

 

Long-term assets held for sale

 

 

-

 

 

 

22,885,041

 

Total Other Assets

 

 

89,358,349

 

 

 

116,280,455

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 244,223,004

 

 

$ 252,039,201

 

 

 
6

 

 

THE EASTERN COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

 

 

 

September 28, 2024

 

 

December 30, 2023

 

 

 

(unaudited)

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts payable

 

$ 23,988,401

 

 

$ 24,554,117

 

Accrued compensation

 

 

5,142,966

 

 

 

5,194,830

 

Other accrued expenses

 

 

8,252,803

 

 

 

3,965,335

 

Current portion of operating lease liability

 

 

3,373,500

 

 

 

4,336,794

 

Current portion of finance lease liability

 

 

721,178

 

 

 

175,231

 

Current portion of long-term debt

 

 

3,228,935

 

 

 

2,871,870

 

Other current liabilities

 

 

578,071

 

 

 

-

 

Current liabilities held for sale

 

 

2,541,189

 

 

 

1,635,549

 

Total Current Liabilities

 

 

47,827,043

 

 

 

42,733,726

 

 

 

 

 

 

 

 

 

 

Other long-term liabilities

 

 

640,724

 

 

 

730,970

 

Operating lease liability, less current portion

 

 

11,271,835

 

 

 

12,727,344

 

Finance lease liability, less current portion

 

 

3,050,529

 

 

 

715,669

 

Long-term debt, less current portion

 

 

41,487,366

 

 

 

41,063,865

 

Accrued postretirement benefits

 

 

594,167

 

 

 

554,758

 

Accrued pension cost

 

 

20,111,130

 

 

 

21,025,365

 

Long-term liabilities held for sale

 

 

-

 

 

 

6,920

 

Total Liabilities

 

 

124,982,794

 

 

 

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

 

 

34,864,634

 

 

 

33,950,859

 

Issued: 9,127,700 shares as of 2024 and 9,091,815 shares as of 2023

 

 

 

 

 

 

 

 

Outstanding: 6,183,179 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

 

 

(25,196,598 )

 

 

(23,280,467 )

Retained earnings

 

 

132,912,235

 

 

 

144,805,168

 

Accumulated other comprehensive loss:

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

(1,394,461 )

 

 

(866,599 )

Unrealized loss on foreign currency swap, net of tax

 

 

(535,561 )

 

 

-

 

Unrecognized net pension and postretirement benefit costs, net of tax

 

 

(21,410,039 )

 

 

(22,128,377 )

Accumulated other comprehensive loss

 

 

(23,340,061 )

 

 

(22,994,976 )

Total Shareholders’ Equity

 

 

119,240,210

 

 

 

132,480,584

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$ 244,223,004

 

 

$ 252,039,201

 

 

 
7

 

 

THE EASTERN COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

 

Nine Months Ended

 

 

 

September 28, 2024

 

 

September 30, 2023

 

Operating Activities

 

 

 

 

 

 

Net (loss) income

 

$ (9,842,000 )

 

$ 5,068,480

 

Less: Loss from discontinued operations

 

 

(21,517,715 )

 

 

(2,704,365 )

Income from continuing operations

 

$ 11,675,715

 

 

$ 7,772,845

 

Adjustments to reconcile net income to net cash provided

 

 

 

 

 

 

 

 

by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

4,266,038

 

 

 

3,914,160

 

Reduction in carrying amount of ROU assets

 

 

2,418,801

 

 

 

3,579,223

 

Unrecognized pension and postretirement benefits

 

 

(353,257 )

 

 

635,677

 

Loss on sale of equipment and other assets

 

 

53,311

 

 

 

331,474

 

Provision for doubtful accounts

 

 

(24,570 )

 

 

(88,353 )

Stock compensation expense

 

 

913,775

 

 

 

151,300

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(11,739,823 )

 

 

1,069,630

 

Inventories

 

 

300,720

 

 

 

4,501,969

 

Prepaid expenses and other

 

 

2,874,825

 

 

 

1,108,094

 

Other assets

 

 

(236,934 )

 

 

(262,212 )

Accounts payable

 

 

693,653

 

 

 

1,821,223

 

Accrued compensation

 

 

(190,904 )

 

 

353,773

 

Change in operating lease liability

 

 

(2,418,801 )

 

 

(3,579,223 )

Other accrued expenses

 

 

115,403

 

 

 

(3,152,809 )

Net cash provided by operating activities

 

 

8,347,952

 

 

 

18,156,771

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

Marketable securities

 

 

(999,960 )

 

 

-

 

Business acquisition

 

 

-

 

 

 

(547,638 )

Payments received from notes receivable

 

 

470,937

 

 

 

2,265,730

 

Proceeds from sale of equipment

 

 

18,925

 

 

 

-

 

Purchases of property, plant, and equipment

 

 

(7,634,265 )

 

 

(4,089,705 )

Net cash used in investing activities

 

 

(8,144,363 )

 

 

(2,371,613 )

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

Proceeds from new long-term debt financing

 

 

-

 

 

 

60,000,000

 

Principal payments on long-term debt

 

 

(2,365,500 )

 

 

(74,919,004 )

Proceeds (payments) on short term borrowings (revolver)

 

 

3,000,000

 

 

 

(300,029 )

Financing leases, net

 

 

2,819,262

 

 

 

674,558

 

Purchase common stock for treasury

 

 

(1,916,130 )

 

 

(245,546 )

Dividends paid

 

 

(2,050,933 )

 

 

(2,069,043 )

Net cash used in financing activities

 

 

(513,301 )

 

 

(16,859,064 )

 

 

 

 

 

 

 

 

 

Discontinued Operations

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

 

411,778

 

 

 

1,092,876

 

Cash used in investing activities

 

 

(217,101 )

 

 

(628,968 )

Cash provided by discontinued operations

 

 

194,677

 

 

 

463,908

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(67,874 )

 

 

(36,737 )

Net change in cash and cash equivalents

 

 

(182,909 )

 

 

(646,735 )

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

8,299,453

 

 

 

10,187,521

 

Cash and cash equivalents at end of period ¹

 

$ 8,116,544

 

 

$ 9,540,786

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

Interest

 

$ 2,443,448

 

 

$ 2,574,890

 

Income taxes

 

 

3,945,295

 

 

 

1,321,170

 

 

 

 

 

 

 

 

 

 

Non-cash investing and financing activities

 

 

 

 

 

 

 

 

Right of use asset

 

 

2,418,801

 

 

 

3,579,222

 

Lease liability

 

 

(462,004 )

 

 

(4,484,838 )

 

 

 

 

 

 

 

 

 

¹ includes cash from assets held for sale of $0.4 million as of September 28, 2024 and $0.7 million as of September 30, 2023

 

 

 

 

 

 

 

 

 

 
8

 

 

Reconciliation of Non-GAAP Measures

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Net Income from Continuing Operations and Adjusted Earnings per Share

 

 

 

 

from Continuing Operations Calculation

 

 

 

 

 

 

 

 

 

 

 

 

For the Three and Nine Months ended September 28, 2024 and September 30, 2023

 

 

 

 

($000's)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 28, 2024

 

 

September 30, 2023

 

 

September 28, 2024

 

 

September 30, 2023

 

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

 

$ 4,669

 

 

$ 3,463

 

 

$ 11,676

 

 

$ 7,773

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ 0.75

 

 

$ 0.55

 

 

$ 1.88

 

 

$ 1.25

 

Diluted

 

$ 0.75

 

 

$ 0.55

 

 

$ 1.87

 

 

$ 1.24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance and accrued compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,799 a

Greenwald final sale adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

390 b

Non-GAAP tax impact of adjustments (1)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(909 )

Total adjustments (non-GAAP)

 

$ -

 

 

$ -

 

 

$ -

 

 

$ 1,280

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income from continuing operations (non-GAAP)

 

$ 4,669

 

 

$ 3,463

 

 

$ 11,676

 

 

$ 9,053

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings per share from continuing operations (non-GAAP):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ 0.75

 

 

$ 0.56

 

 

$ 1.88

 

 

$ 1.45

 

Diluted

 

$ 0.75

 

 

$ 0.55

 

 

$ 1.87

 

 

$ 1.44

 

        

(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 Chief Executive Officer

 

 

b)

Final settlement of working capital adjustment associated with Greenwald sale

 

 
9

 

 

 

Reconciliation of Non-GAAP Measures

 

 

 

 

 

 

 

 

 

 

 

 

Calculations of Adjusted EBITDA from Continuing Operations, Adjusted EBITDA from Discontinued Operations and Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

For the Three and Nine Months ended September 28, 2024 and September 30, 2023

 

 

 

 

($000's)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 28, 2024

 

 

September 30, 2023

 

 

September 28, 2024

 

 

September 30, 2023

 

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

 

$ 4,669

 

 

$ 3,463

 

 

$ 11,676

 

 

$ 7,773

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

710

 

 

 

854

 

 

 

2,050

 

 

 

2,060

 

Provision for income taxes

 

 

1,334

 

 

 

1,114

 

 

 

3,335

 

 

 

2,574

 

Depreciation and amortization

 

 

2,033

 

 

 

1,317

 

 

 

4,266

 

 

 

3,914

 

Severance and accrued compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,799 a

Greenwald final sale adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

390 b

Adjusted EBITDA from continuing operations (non-GAAP)

 

$ 8,745

 

 

$ 6,748

 

 

$ 21,327

 

 

$ 18,510

 

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

 

$ (19,966 )

 

$ (401 )

 

$ (21,518 )

 

$ (2,704 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

177

 

 

 

214

 

 

 

512

 

 

 

515

 

Provision for income taxes

 

 

(3,889 )

 

 

(129 )

 

 

(4,321 )

 

 

(896 )

Depreciation and amortization

 

 

546

 

 

 

534

 

 

 

1,595

 

 

 

1,558

 

Loss on classification as held for sale

 

 

23,088 c

 

 

-

 

 

 

23,088 c

 

 

-

 

Adjusted EBITDA from discontinued operations (non-GAAP)

 

$ (44 )

 

$ 217

 

 

$ (644 )

 

$ (1,527 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$ (15,297 )

 

$ 3,062

 

 

$ (9,842 )

 

$ 5,068

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

887

 

 

 

1,068

 

 

 

2,562

 

 

 

2,575

 

Provision for income taxes

 

 

(2,555 )

 

 

984

 

 

 

(985 )

 

 

1,679

 

Depreciation and amortization

 

 

2,579

 

 

 

1,851

 

 

 

5,861

 

 

 

5,472

 

Severance and accrued compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,799 a

Greenwald final sale adjustment

 

 

-

 

 

 

-

 

 

 

-

 

 

 

390 b

Loss on classification as held for sale

 

 

23,088 c

 

 

-

 

 

 

23,088 c

 

 

-

 

Adjusted EBITDA (non-GAAP)

 

$ 8,701

 

 

$ 6,965

 

 

$ 20,683

 

 

$ 16,983

 

          

a)

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

 

 

b)

Final settlement of working capital adjustment associated with Greenwald sale

 

 

c)

Impact of classifying Big 3 Mold business as held for sale

 

 
10