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:March 16, 2022
(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 of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
112 Bridge Street, Naugatuck, Connecticut |
| 06770 |
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2022, The Eastern Company (the “Company”) announced that John L. Sullivan III will retire from his office as Vice President and Chief Finance Officer of the Company effective at the close of business on May 15, 2022. The Company announced that Mr. Sullivan has agreed to continue to serve the Company as an employee from May 16, 2022 through June 4, 2022.
On March 17, 2022, the Company announced that Peter O’Hara, age 56, has been appointed as Chief Financial Officer of the Company effective May 16, 2022. Prior to joining Eastern, Mr. O’Hara served as Vice President of Finance at Navistar, Inc., a truck manufacturer, from September 2014 to March 2022. Prior to joining Navistar, Inc., Mr. O’Hara was Senior Vice President & Corporate Treasurer at Estee Lauder from April 2010 to September 2014. Previously, Mr. O’Hara was Assistant Treasurer for Amgen, a Managing Director at GMAC, and a Regional Treasurer at GM Treasurer’s Office.
On March 16, 2022, the Company entered into an offer letter (the “Offer Letter”) with Mr. O’Hara providing for at-will employment with the Company, with a start date of April 4, 2022 and service as Chief Financial Officer beginning May 16, 2022. The Offer Letter provides for a base salary of $425,000 per year. The Offer Letter also provides that Mr. O’Hara will be eligible for (a) annual incentive compensation based on the achievement of annual financial goals, with target incentive compensation equal to 40% of base salary, and (b) a long-term incentive award equal to 40% of base salary and subject to vesting and the achievement of long-term financial goals, with an award agreement to be provided in January 2023. The Offer Letter also provides for benefits including health and dental plans and flexible spending accounts, life insurance, short- and long-term disability and long-term care coverage, subject to applicable waiting periods, and participation in the Company’s 401(k) plan, including an automatic 3% Company contribution and a 50% matching contribution up to 3% or more of compensation.
The Company entered into a Termination Agreement (the “Termination Agreement”) with Mr. O’Hara on March 16, 2022. The purpose of the Termination Agreement is to provide termination benefits to Mr. O’Hara should he become terminated by the Company. Should Mr. O’Hara be terminated by the Company for any reason other than “Good Reason,” or if there is a constructive termination, he is entitled to receive a lump-sum payment of his annual base salary plus an estimate of his annual bonus for the year in which the termination date occurs and to vesting of all equity and equity-based awards. Such benefits are contingent upon Mr. O’Hara’s timely execution of a non-competition agreement and a release and waiver of claims in favor of the Company.
The foregoing description of the Termination Agreement is qualified in its entirety by the full text of the Termination Agreement, which is filed herewith as Exhibits 10.1
There are no arrangements or understanding between Mr. O’Hara and any other persons pursuant to which he was selected as an officer, he has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On March 17, 2022, the Company issued a press release announcing the retirement of Mr. Sullivan and the appointment of Mr. O’Hara as Chief Financial Officer. A copy of the press release is furnished herewith and Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Title |
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| Termination Agreement, dated as of March 16, 2022, between the Company and Peter O’Hara. | |
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| Press Release issued by The Eastern Company, dated March 17, 2022. | |
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104 |
| Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document) |
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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 |
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Date: March 17, 2022 | By: | /s/John L. Sullivan III |
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| John L. Sullivan III Vice President and Chief Financial Officer |
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EXHIBIT 10..1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT is made and entered into as of March 16, 2022, by and between THE EASTERN COMPANY, (the “Employer”) a Connecticut corporation with principal offices at 112 Bridge Street, Naugatuck, CT 06770, and PETER O’HARA (the “Executive”.)
1. Termination Benefits. The Executive is an “at will” employee of the Employer. The Employer may terminate the Executive by giving two (2) weeks prior written notice to Executive. If Executive’s employment is terminated without Good Reason or in the event of Constructive Termination, the Executive is entitled to:
(a) Any accrued compensation, to be paid to Executive in full in accordance with the Employer’s normal payroll practices.
(b) An amount equal to one time the sum of: (i) Executive’s annual base salary; and (ii) an estimate of the Executive’s annual bonus for the year of Executive’s termination date, based on percent achievement against pro-rata targets, to be paid within 30 days of the Executive’s last day of employment. (For example, if at the time of termination, the Executive has achieved 105% of Plan performance as of the termination date, the Executive will be eligible for 105% times the full annual target bonus.)
(c) Vesting of all equity and equity-based awards granted under the Employer’s stock incentive plans, to be computed on the Executive’s last day of employment and distributed within 90 days of the Executive’s last day of employment.
2. Requirements. To be eligible to receive benefits under Section (1), Executive must deliver to Employer an executed release and waiver, a non-competition agreement with a term of twenty-four (24) months, and a resignation from all offices, directorships and fiduciary positions with Employer, its Affiliates and employee benefit plans, two weeks prior to the last day of Executive’s employment.
3. Definitions.
(a) Good Reason means repeated failures by Executive to comply in a material respect with the written policies or directives of the CEO or the Board of Directors; the Executive’s physical incapacity to perform his duties for any cumulative period of 90 days, unless due to a disability; Executive’s conviction, guilty plea or confession to any felony, or any act of fraud, misappropriation or embezzlement; or Executive’s fraudulent act.
(b) Constructive Termination means a material adverse change in Executive’s position, responsibilities, or compensation, provided that the change does not occur in connection with the termination of Executive’s employment for Good Reason.
IN WITNESS WHEREOF, this Agreement has been executed by.
THE EASTERN COMPANY |
| EXECUTIVE |
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/s/August Vlak |
| /s/ Peter O’Hara |
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August Vlak, President & CEO Date: March 16, 2022 |
| Peter O’Hara Date: March 16, 2022 |
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
March 17, 2022
THE EASTERN COMPANY REPORTS FOURTH QUARTER AND FULL-YEAR 2021 RESULTS
FULL-YEAR NET SALES FROM CONTINUING OPERATIONS INCREASE BY 25%
FULL-YEAR NET INCOME FROM CONTINUING OPERATIONS GROW BY 47%
EASTERN ANNOUNCES UPCOMING RETIREMENT OF JOHN SULLIVAN, CFO, AND
HIRING OF PETER O’HARA
| · | Strong demand across core markets, combined with superb execution by our teams, drove growth in our net sales from continuing operations to $246.5 million in 2021, an increase of 25% compared to net sales from continuing operations in 2020. Customer orders were strong and backlog grew to $82.8 million at the end of 2021 compared to $64.7 million at the end of 2020 |
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| · | Gross margin was 23% in 2021, compared to 24% in 2020, as price increases and cost recovery actions largely offset elevated material costs and freight rates. We estimate that unrecovered raw material cost increases in 2021 were approximately $5.5 million before tax, equal to $0.75 per share, after-tax. |
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| · | Earnings per diluted share from continuing operations for 2021 were $2.58, an increase of 47% over 2020, primarily because of higher sales volumes in 2021. Adjusted for one-time events, 2021 earnings per diluted share from continuing operations increased by 17% to $2.44. (See non-GAAP financial measures.) |
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| · | To streamline our portfolio of businesses and build scale in our largest businesses, we divested two businesses, Greenwald Industries and Frazer & Jones, in the fourth quarter of 2021. With these divestitures completed, we are focused on accelerating organic growth, new product innovation, and adding bolt-on acquisitions to strengthen our core businesses. |
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| · | Eastern’s balance sheet remains strong with net leverage of 2.46x as of the end of 2021, down from 3.02x at the end of 2020. We made total debt payments of $17.3 million, of which $11.0 million was an accelerated principal payment partly funded by the proceeds of our recent divestitures. |
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| · | We are pleased to announce that Peter O’Hara will join us as the new CFO of Eastern. Peter brings 30 years of finance experience, most recently at Navistar, Inc. We are grateful to John Sullivan, who will retire on May 15, 2022, for his commitment and contributions to Eastern. |
NAUGATUCK, CT – March 17, 2022 - The Eastern Company (“Eastern”) (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 fourth fiscal quarter and full-year ended January 1, 2022.
President and CEO August Vlak commented, “Net sales from continuing operations for 2021 increased 25% compared to 2020, due to rebounding demand across a broad range of our commercial vehicle and industrial markets. In addition, sales of new products, including several new truck mirror program launches, contributed significantly to sales growth at Velvac. Similarly, net sales from Big 3 Precision, our returnable transport packaging business, grew by more than 28% compared to 2020, as our customers stepped up preparations for new product launches that are scheduled to take place in 2022 and 2023.
Our backlog at the end of 2021 reached $82.8 million, an increase of $18.1 million, or 28% over the backlog at the end of 2020. The increase in backlog was primarily the result of increased demand from our commercial vehicle and truck accessories customers and reflects a return to strong demand for our products.
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Mr. Vlak added, “Our teams executed superbly in a tough market environment and while consolidating several facilities. In 2021, we moved our operations in Tilsonburg, Canada and Wheeling, Illinois to Strongsville, Ohio and Reynosa, Mexico. All our businesses experienced transportation bottlenecks and sharp increases in the cost of freight and raw materials, including stainless steel, hot and cold rolled steel, zinc, copper, and more. We were able to partly protect our margins through timely price increases and cost recovery actions. Still, we estimate that in 2021, the impact to gross profit of unrecovered raw material price increases, primarily in hot rolled steel, was approximately $5.5 million, equal to $0.75 per share, after-tax. As a result, our gross margin in 2021 was 23% compared to 24% in 2020, despite a 25% increase in net sales. While the war in Ukraine is once again driving up the cost of some raw materials, we are not yet seeing costs increase to 2021 levels. Moreover, we believe that the actions we took in 2021 will mitigate some of the impact of higher raw material prices. We also moderated late deliveries through active sourcing and supply chain management, and we maintained production levels with creative recruiting and retention practices. In all, I believe our execution in 2021 underscores the quality of the leadership team we have built.
Mr. Vlak continued, “Our balance sheet continues to strengthen. In 2021, we reduced our total debt outstanding by $17.3 million to $71.3 million at the end of 2021. At the end of 2021, our net leverage ratio was 2.46x, and our fixed charge coverage ratio was 2.2x, both of which comfortably comply with our bank covenants of 4.25x and 1.25x, respectively. We grew our raw material and work-in-process inventories to mitigate the impact of slow supply chains as well as to prepare for the anticipated growth of several new class 8 truck mirror programs. We expect to reduce the current level of working capital in the coming quarters and believe that our solid balance sheet, proceeds from divestitures, and ample liquidity will fuel an acceleration in the growth of our three largest businesses.”
Mr. Vlak concluded, “We are excited to add Peter O’Hara to our senior leadership team as CFO. Most recently, Peter was Vice President of Finance at Navistar, Inc. supporting Corporate financial planning and analysis, product development, manufacturing, procurement, and a business transformation. He was previously Treasurer at Estee Lauder and Regional Treasurer at General Motors. Peter started his career at GM’s former Framingham, Massachusetts assembly plant. Peter will replace John Sullivan, who is retiring on May 15 this year. John has had an incredible 46-year career at Eastern, and we are deeply grateful for his leadership and commitment.
Fourth Quarter and Full Year 2021 Financial Results
Net sales for 2021 increased 25% to $246.5 million from $197.6 million in 2020. Sales volume of existing products increased net sales by 15% in 2021 compared to 2020 while price increases and new products increased sales in 2021 by 10%. Net sales in the fourth quarter of 2021 increased 18% to $59.6 million from $50.6 million in the fourth quarter of 2020. Net sales volume of existing products increased net sales by 6%, while price increases and new products contributed 12% in sales growth in the fourth quarter of 2021 when compared to sales in the fourth quarter of 2020.
Gross margin as a percentage of net sales was 23% in 2021 compared to 24% in 2020, primarily due to the combination of higher material and freight costs. Gross margin as a percentage of net sales for the fourth quarter of 2021 was 20% compared to 23% in the fourth quarter of 2020.
Net income for 2021 increased by 47% to $16.2 million, or $2.58 per diluted share, from $11.0 million, or $1.76 per diluted share, in 2020. In 2021, net income was positively impacted by a $1.4 million gain, net of tax, related to the sale of the Eberhard Hardware property in the first quarter. Net income for 2020 was adversely impacted by non-cash goodwill impairment charges of $0.7 million, net of tax, and non-recurring restructuring, factory relocation, and transaction costs of $1.3 million, net of tax. Net income for the fourth quarter of 2021 increased 24% to $3.9 million, or $0.62 per diluted share, from $3.2 million, or $0.50 per diluted share, in the fourth quarter of 2020. In the fourth quarter of 2020, net income was negatively impacted by non-cash goodwill impairment charges of $0.7 million, net of tax, as well as non-recurring restructuring, factory relocation, and transaction costs of $0.9 million net of tax.
Conference Call and Webcast
The Eastern Company will host a conference call to discuss its results for the fourth quarter and full-year 2021 and other matters on March 18, 2022, at 11:00 AM Eastern Time. Participants can access the conference call by phone at 888-506-0062 (toll-free in US & Canada) or 973-528-0011 (international), using access code 607845. Participants can also join via the web at https://www.webcaster4.com/Webcast/Page/1757/44794.
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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, U.K., Taiwan, and China. More information on the Company can be found at www.easterncompany.com.
Safe Harbor for Forward-Looking Statements
Statements in this document about our future expectations, beliefs, goals, plans, or prospects constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the rules, regulations, and releases of the Securities and Exchange Commission. Any statements that are not statements of historical fact, including statements containing the words “would,” “should,” “may,” “will,” “believes,” “estimates,” “intends,” “continues,” “reflects,” “plans,” “anticipates,” “expects,” “potential,” “opportunities” and similar expressions, should also be considered to be forward-looking statements. Readers should not place undue reliance on these forward-looking statements, which are based upon management’s current beliefs and expectations. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. The risks and uncertainties that could cause actual results or events to differ materially from those indicated by such forward-looking statements include the scope and duration of the COVID-19 pandemic, including the timing of the distribution of COVID-19 vaccines and rates of vaccination, the extent of resurgences, the emergence of additional variants of COVID-19 and economic effects of the COVID-19 pandemic (and how quickly and to what extent normal economic activity can resume), including supply chain disruptions, delays in delivery of our products to our customers, impact on demand for our products, reductions in production levels, increased costs, including costs of raw materials, the impact on global economic conditions, the availability, terms, and cost of financing, including borrowings under credit arrangements or agreements, and risks associated with employees working remotely or operating with a reduced workforce. Other factors include, but are not limited to: 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; restrictions on operating flexibility imposed by the agreement governing our credit facility; the inability to achieve the savings expected from global sourcing of materials; the impact of higher raw material and component costs, particularly steel, plastics, scrap iron, zinc, copper and electronic components; lower-cost competition; our ability to design, introduce and sell new products and related components; market acceptance of our products; the inability to attain expected benefits from acquisitions or the inability to effectively integrate such acquisitions and achieve expected synergies; domestic and international economic conditions, including the impact, length and degree of economic downturns on the customers and markets we serve and more specifically conditions in the automotive, construction, aerospace, energy, oil and gas, transportation, electronic, and general industrial markets; costs and liabilities associated with environmental compliance; the impact of climate change or terrorist threats and the possible responses by the U.S. and foreign governments; failure to protect our intellectual property; cyberattacks; materially adverse or unanticipated legal judgments, fines, penalties or settlements. There are important, additional factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including those set forth in our reports and filings with the Securities and Exchange Commission. We undertake 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.
Non-GAAP Financial Measures
The non-GAAP financial measures we provide in this release should be viewed in addition to, and not as an alternative for, results prepared in accordance with U.S. GAAP. A reconciliation of non-GAAP financial measures referenced in this release to the nearest GAAP results is provided with this release.
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To supplement the consolidated financial statements prepared in accordance with U.S. GAAP, we have presented adjusted earnings per share from continuing operations, adjusted EBITDA from continuing operations, and adjusted EBITDA margin, 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 GAAP financial measures, such as net sales, net income, diluted earnings per common share, or other measures prescribed by U.S. GAAP, and there are limitations to using non-GAAP financial measures.
Adjusted earnings per share from continuing operations are defined as diluted earnings per share from continuing operations excluding, when they occur, the impacts of impairment losses, losses on the sale of subsidiaries, transaction expenses, gain on sale of property, factory start-up costs, factory relocation expenses, 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.
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 they occur, the impacts of impairment losses, losses on the sale of subsidiaries, transaction expenses, gain on sale of property, factory start-up costs, factory relocation expenses, 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.
Management uses non-GAAP financial measures to evaluate performance period over period, to analyze the underlying trends in our business including our business segments, 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, GAAP financial measures.
We believe that presenting non-GAAP financial measures in addition to 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 assess the methodology used by management to evaluate and measure such performance.
Investor Relations Contacts
The Eastern Company
August Vlak or John L. Sullivan III
203-729-2255
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THE EASTERN COMPANY | ||||||||
Consolidated Statements of Income | ||||||||
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| Year Ended |
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| January 1, |
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| January 2, |
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| 2022 |
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| 2021 |
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Net sales |
| $ | 246,522,823 |
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| $ | 197,614,590 |
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Cost of products sold |
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| (189,756,610 | ) |
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| (149,527,553 | ) |
Gross margin |
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| 56,766,213 |
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| 48,087,037 |
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Product development expense |
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| (4,101,399 | ) |
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| (2,749,333 | ) |
Selling and administrative expenses |
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| (35,218,028 | ) |
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| (30,193,768 | ) |
Goodwill impairment loss |
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| - |
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| (972,823 | ) |
Restructuring costs |
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| - |
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| (665,861 | ) |
Operating profit |
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| 17,446,786 |
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| 13,505,252 |
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Interest expense |
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| (1,747,723 | ) |
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| (2,058,600 | ) |
Other income |
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| 3,371,497 |
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| 1,770,158 |
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Income from continuing operations before income taxes |
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| 19,070,560 |
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| 13,216,810 |
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Income taxes |
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| (2,888,217 | ) |
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| (2,181,891 | ) |
Net income from continuing operations |
| $ | 16,182,343 |
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| $ | 11,034,919 |
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Discontinued Operations |
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Gain (loss) from operations of discontinued units |
| $ | 2,870,588 |
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| $ | (7,191,198 | ) |
Loss on sale of businesses |
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| (11,807,512 | ) |
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| - |
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Income tax benefit |
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| 2,103,752 |
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| 1,561,801 |
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Net loss on discontinued operations |
| $ | (6,833,172 | ) |
| $ | (5,629,397 | ) |
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Net Income |
| $ | 9,349,171 |
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| $ | 5,405,522 |
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Earnings per Share from continuing operations: |
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Basic |
| $ | 2.58 |
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| $ | 1.77 |
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Diluted |
| $ | 2.58 |
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| $ | 1.76 |
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Loss per Share from discontinued operations: |
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Basic |
| $ | (1.09 | ) |
| $ | (0.90 | ) |
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Diluted |
| $ | (1.09 | ) |
| $ | (0.90 | ) |
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Total Earnings per Share: |
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Basic |
| $ | 1.49 |
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| $ | 0.87 |
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Diluted |
| $ | 1.49 |
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| $ | 0.86 |
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Cash dividends per share: |
| $ | 0.44 |
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| $ | 0.44 |
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THE EASTERN COMPANY | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
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| January 1, |
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| January 2, |
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| 2022 |
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| 2021 |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
| $ | 6,168,304 |
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| $ | 15,320,776 |
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Accounts receivable, less allowances: 2021 - $515,000;2020 - $487,000 |
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| 43,151,500 |
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| 31,804,207 |
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Inventories: |
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Raw materials and component parts |
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| 25,113,487 |
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| 14,713,452 |
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Work in process |
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| 9,636,009 |
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| 4,465,411 |
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Finished goods |
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| 28,112,846 |
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| 23,942,873 |
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| 62,862,342 |
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| 43,121,736 |
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Current portion of note receivable |
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| 1,027,125 |
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| 398,414 |
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Prepaid expenses and other assets |
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| 6,943,691 |
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| 3,152,721 |
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Current assets held for sale |
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| 3,521,899 |
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| 17,937,918 |
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Total Current Assets |
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| 123,674,861 |
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| 111,735,772 |
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Property, Plant and Equipment |
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Land |
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| 1,292,890 |
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| 1,298,850 |
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Buildings |
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| 16,318,957 |
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| 17,139,857 |
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Machinery and equipment |
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| 39,323,233 |
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| 38,550,887 |
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Accumulated depreciation |
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| (28,631,329 | ) |
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| (27,965,412 | ) |
Property, Plant and Equipment, net |
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| 28,303,751 |
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| 29,024,182 |
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|
|
|
|
Other Assets |
|
|
|
|
|
|
|
|
Goodwill |
|
| 72,211,873 |
|
|
| 72,219,404 |
|
Trademarks |
|
| 5,409,720 |
|
|
| 5,404,284 |
|
Patents, technology and other intangibles net of accumulated amortization |
|
| 22,863,497 |
|
|
| 27,089,071 |
|
Long term note receivable, less current portion |
|
| 2,726,698 |
|
|
| 1,677,277 |
|
Right of Use Assets |
|
| 11,138,535 |
|
|
| 12,594,663 |
|
Long-term assets held for sale |
|
| - |
|
|
| 15,783,701 |
|
Total Other Assets |
|
| 114,350,323 |
|
|
| 134,768,400 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ | 266,328,935 |
|
| $ | 275,528,354 |
|
6 |
|
| January 1, |
|
| January 2, |
| ||
|
| 2022 |
|
| 2021 |
| ||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
| ||
Current Liabilities |
|
|
|
|
|
| ||
Accounts payable |
| $ | 29,633,974 |
|
| $ | 21,311,618 |
|
Accrued compensation |
|
| 4,375,867 |
|
|
| 3,474,686 |
|
Other accrued expenses |
|
| 4,808,000 |
|
|
| 3,362,032 |
|
Current portion of lease liability |
|
| 2,664,895 |
|
|
| 2,827,392 |
|
Current portion of long-term debt |
|
| 7,500,000 |
|
|
| 6,437,689 |
|
Current liabilities held for sale |
|
| 580,990 |
|
|
| 3,252,545 |
|
Total Current Liabilities |
|
| 49,563,726 |
|
|
| 40,665,962 |
|
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
| 1,151,759 |
|
|
| 2,899,074 |
|
Other long-term liabilities |
|
| 668,354 |
|
|
| 1,144,127 |
|
Lease liability |
|
| 8,639,339 |
|
|
| 9,806,173 |
|
Long-term debt, less current portion |
|
| 63,813,522 |
|
|
| 82,255,803 |
|
Accrued postretirement benefits |
|
| 1,284,589 |
|
|
| 1,185,139 |
|
Accrued pension cost |
|
| 26,605,382 |
|
|
| 33,188,623 |
|
Long-term liabilities held for sale |
|
| - |
|
|
| 76,995 |
|
Total Liabilities |
|
| 151,726,671 |
|
|
| 171,221,896 |
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
Issued: 9,029,852 shares in 2021 and 8,996,625 shares in 2020 |
|
|
|
|
|
|
|
|
Outstanding: 6,265,527 shares in 2021 and 6,246,896 shares in 2020 |
|
| 32,620,008 |
|
|
| 31,501,041 |
|
Treasury Stock: 2,765,325 shares in 2021 and 2,749,729 shares in 2020 |
|
| (20,907,613 | ) |
|
| (20,537,963 | ) |
Retained earnings |
|
| 129,422,625 |
|
|
| 122,840,131 |
|
Accumulated other comprehensive loss: |
|
|
|
|
|
|
|
|
Foreign currency translation |
|
| 818,446 |
|
|
| 953,864 |
|
Unrealized (loss) gain on interest rate swap, net of tax |
|
| (355,988 | ) |
|
| (1,391,592 | ) |
Unrecognized net pension and postretirement benefit costs, net of tax |
|
| (26,995,214 | ) |
|
| (29,059,023 | ) |
Accumulated other comprehensive loss |
|
| (26,532,756 | ) |
|
| (29,496,751 | ) |
Total Shareholders’ Equity |
|
| 114,602,264 |
|
|
| 104,306,458 |
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
| $ | 266,328,935 |
|
| $ | 275,528,354 |
|
7 |
THE EASTERN COMPANY | ||||||||
Consolidated Statements of Cash Flows | ||||||||
|
|
|
|
|
|
| ||
|
| Year Ended |
| |||||
|
| January 1, 2022 |
|
| January 2, 2021 |
| ||
Operating Activities |
|
|
|
|
|
| ||
Net income |
| $ | 9,349,171 |
|
| $ | 5,405,522 |
|
Less: Loss from discontinued operations |
|
| (6,833,172 | ) |
|
| (5,629,397 | ) |
Income from continuing operations |
| $ | 16,182,343 |
|
| $ | 11,034,919 |
|
Adjustments to reconcile net income to net cash provided |
|
|
|
|
|
|
|
|
by (used in) operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 7,241,073 |
|
|
| 6,815,783 |
|
Loss on disposition of subsidiaries |
|
| — |
|
|
| (192,466 | ) |
Unrecognized pension and postretirement benefits |
|
| (4,032,917 | ) |
|
| (1,010,684 | ) |
Goodwill impairment |
|
| — |
|
|
| 4,975,372 |
|
Gain on sale of equipment and other assets |
|
| (2,470,339 | ) |
|
| (333,590 | ) |
Provision for doubtful accounts |
|
| 73,097 |
|
|
| 156,286 |
|
Stock compensation expense |
|
| 1,118,967 |
|
|
| 849,226 |
|
Deferred taxes |
|
| (3,010,111 | ) |
|
| (2,118,551 | ) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| (11,282,090 | ) |
|
| 311,887 |
|
Inventories |
|
| (19,608,565 | ) |
|
| (836,465 | ) |
Prepaid expenses and other |
|
| (3,527,171 | ) |
|
| (473,615 | ) |
Other assets |
|
| (519,478 | ) |
|
| (4,581,818 | ) |
Accounts payable |
|
| 8,834,545 |
|
|
| (295,834 | ) |
Accrued compensation |
|
| 947,171 |
|
|
| (81,413 | ) |
Other accrued expenses |
|
| 2,296,052 |
|
|
| 342,794 |
|
Net cash (used in) provided by operating activities |
|
| (7,757,423 | ) |
|
| 14,561,831 |
|
|
|
|
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
|
Marketable securities |
|
| 28,951 |
|
|
| 5,354 |
|
Business acquisition, net of cash acquired |
|
| — |
|
|
| (7,172,868 | ) |
Business disposition |
|
| 2,325 |
|
|
| 2,785,657 |
|
Issuance of notes receivable |
|
| (2,500,000 | ) |
|
| (2,172,068 | ) |
Payments received from notes receivable |
|
| 821,868 |
|
|
| 96,377 |
|
Proceeds from sale of businesses |
|
| 17,030,726 |
|
|
| — |
|
Proceeds from sale of building and equipment |
|
| 1,980,729 |
|
|
| 445,212 |
|
Purchases of property, plant and equipment |
|
| (3,719,815 | ) |
|
| (2,335,308 | ) |
Net cash provided by (used in) investing activities |
|
| 13,644,784 |
|
|
| (8,347,644 | ) |
|
|
|
|
|
|
|
|
|
Financing Activities |
|
|
|
|
|
|
|
|
Principal payments on long-term debt |
|
| (17,274,410 | ) |
|
| (10,049,577 | ) |
Financing leases, net |
|
| 126,797 |
|
|
| (10,500 | ) |
Purchase common stock for treasury |
|
| (369,651 | ) |
|
| (368,864 | ) |
Dividends paid |
|
| (2,755,686 | ) |
|
| (2,754,650 | ) |
Net cash used in financing activities |
|
| (20,272,950 | ) |
|
| (13,183,591 | ) |
|
|
|
|
|
|
|
|
|
Discontinued Operations |
|
|
|
|
|
|
|
|
Cash provided by operating activities |
|
| 5,733,884 |
|
|
| 6,126,931 |
|
Cash used in investing activities |
|
| (1,022,256 | ) |
|
| (1,407,932 | ) |
Cash provided by discontinued operations |
|
| 4,711,628 |
|
|
| 4,718,999 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
| 174,756 |
|
|
| 355,535 |
|
Net change in cash and cash equivalents |
|
| (9,499,205 | ) |
|
| (1,894,870 | ) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
| 16,101,635 |
|
|
| 17,996,505 |
|
Cash and cash equivalents at end of period ¹ |
| $ | 6,602,430 |
|
| $ | 16,101,635 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Interest |
| $ | 2,271,818 |
|
| $ | 2,754,980 |
|
Income taxes |
|
| 2,318,018 |
|
|
| 3,755,475 |
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities |
|
|
|
|
|
|
|
|
Right of use asset |
|
| (1,456,128 | ) |
|
| 425,552 |
|
Lease liability |
|
| 1,329,331 |
|
|
| (464,454 | ) |
|
|
|
|
|
|
|
|
|
¹ includes cash from assets held for sale of $0.4 million as of January 1, 2022 and $0.8 million as of January 2, 2021 |
|
|
|
|
|
|
|
|
8 |
Reconciliation of Non-GAAP Measures |
|
|
|
|
|
|
|
|
|
|
| |||||
Adjusted Net Income and EPS from Continuing Operations Calculation |
|
|
|
|
|
| ||||||||||
For the Three and Twelve Months ended January 1, 2022 and January 2, 2021 |
|
|
|
|
|
| ||||||||||
($000's) |
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| Three Months Ended |
|
| Twelve Months Ended |
| ||||||||||
|
| January 1, 2022 |
|
| January 2, 2021 |
|
| January 1, 2022 |
|
| January 2, 2021 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income from continuing operations as reported per generally accepted accounting principles (GAAP) |
| $ | 3,913 |
|
| $ | 3,156 |
|
| $ | 16,182 |
|
| $ | 11,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share from continuing operations as reported under generally accepted accounting principles (GAAP): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | 0.62 |
|
| $ | 0.51 |
|
| $ | 2.58 |
|
| $ | 1.77 |
|
Diluted |
| $ | 0.62 |
|
| $ | 0.50 |
|
| $ | 2.58 |
|
| $ | 1.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill impairment loss, net of tax |
|
|
|
|
|
| 715 | A |
|
|
|
|
|
| 715 | A |
Gain on sale of Eberhard Hardware property, net of tax |
|
|
|
|
|
|
|
|
|
| (1,353 | )B |
|
|
|
|
Factory relocation, net of tax |
|
|
|
|
|
| 300 | C |
|
| 105 | F |
|
| 475 | C |
Factory start-up costs, net of tax |
|
| 161 | G |
|
|
|
|
|
| 348 | G |
|
|
|
|
Restructuring costs, net of tax |
|
|
|
|
|
| 489 | D |
|
|
|
|
|
| 489 | D |
Transaction expenses |
|
|
|
|
|
| 96 | E |
|
|
|
|
|
| 300 | E |
Total adjustments (Non-GAAP) |
| $ | 161 |
|
| $ | 1,600 |
|
| $ | (900) |
|
| $ | 1,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income from continuing operations |
| $ | 4,074 |
|
| $ | 4,756 |
|
| $ | 15,282 |
|
| $ | 13,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted earnings per share from continuing operations (Non-GAAP): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | 0.65 |
|
| $ | 0.76 |
|
| $ | 2.44 |
|
| $ | 2.09 |
|
Diluted |
| $ | 0.65 |
|
| $ | 0.76 |
|
| $ | 2.44 |
|
| $ | 2.08 |
|
A) Goodwill impairment |
B) Gain on sale of Eberhard Hardware Ltd property |
C) Cost incurred on relocation of Velvac factory in Reynosa, MX |
D) Costs incurred on announced reorganization of Eberhard Hardware |
E) Cost incurred in the acquisition of Hallink RSB, Inc. |
F) Costs incurred on relocation of ILC facility in Wheeling, IL |
G) Costs incurred on start-up of Eberhard factory in Reynosa, MX |
9 |
Reconciliation of Non-GAAP Measures |
|
|
|
|
|
|
|
|
| |||||||
Adjusted EBITDA from Continuing Operations Calculation |
|
|
|
|
|
|
|
| ||||||||
For the Three and Twelve Months ended January 1, 2022 and January 2, 2021 |
|
|
|
|
|
| ||||||||||
($000's) |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
| |||||||
|
| Three Months Ended |
|
| Twelve Months Ended |
| ||||||||||
|
| January 1, 2022 |
|
| January 2, 2021 |
|
| January 1, 2022 |
|
| January 2, 2021 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income from continuing operations as reported per generally accepted accounting principles (GAAP) |
| $ | 3,913 |
|
| $ | 3,156 |
|
| $ | 16,182 |
|
| $ | 11,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| 359 |
|
|
| 498 |
|
|
| 1,748 |
|
|
| 2,059 |
|
Provision for income taxes |
|
| (802 | ) |
|
| (295 | ) |
|
| 2,771 |
|
|
| 2,182 |
|
Depreciation and amortization |
|
| 2,052 |
|
|
| 1,849 |
|
|
| 7,241 |
|
|
| 6,816 |
|
Goodwill impairment loss |
|
|
|
|
|
| 973 | A |
|
|
|
|
|
| 973 | A |
Gain on sale of Eberhard Hardware property |
|
|
|
|
|
|
|
|
|
| (1,841 | )B |
|
|
|
|
Factory relocation |
|
|
|
|
|
| 428 | C |
|
| 139 | F |
|
| 679 | C |
Factory start-up costs |
|
| 215 | G |
|
|
|
|
|
| 465 | G |
|
|
|
|
Restructuring costs |
|
|
|
|
|
| 666 | D |
|
|
|
|
|
| 666 | D |
Transaction expenses |
|
|
|
|
|
| 96 | E |
|
|
|
|
|
| 300 | E |
Adjusted EBITDA from continuing operations |
| $ | 5,737 |
|
| $ | 7,371 |
|
| $ | 26,705 |
|
| $ | 24,710 |
|
A) Goodwill impairment | ||
B) Gain on sale of Eberhard Hardware property | ||
C) Cost incurred on relocation of Velvac factory in Reynosa, MX | ||
D) Costs incurred on announced reorganization of Eberhard Hardware | ||
E) Cost incurred in the acquisition of Hallink RSB, Inc. | ||
F) Costs incurred on relocation of ILC facility in Wheeling, IL | ||
G) Costs incurred on start-up of Eberhard factory in Reynosa, MX |
10 |