SEC Filing

Form 8-K

filed this form 8-K on 02/28/2020



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: February 28, 2020
(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 File Number)
(IRS Employer
of incorporation)
 
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))

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

On February 28, 2020, Press Release dated February 28, 2020 announcing the fourth quarter and full year earnings for 2019 is attached hereto.



ITEM 7.01 – Regulation FD Disclosure

On February 28, 2020, The Eastern Company released the fourth quarter and full year earnings of 2019.  A copy of the Press Release dated February 28, 2020 announcing the full year and fourth quarter earnings for 2019 is attached hereto.



ITEM 9.01 – Financial Statements and Exhibits

(d) Exhibits


Exhibit No.                 Title

99.1  Press Release dated February 28, 2020 announcing the fourth quarter and full year earnings for 2019.








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: February 28, 2020
/s/John L. Sullivan III
 
John L. Sullivan III
Vice President and Chief Financial Officer



Exhibit 99.1
FOR IMMEDIATE RELEASE
February 28, 2020

THE EASTERN COMPANY FOURTH QUARTER 2019
NET SALES INCREASE 21% TO $68.7 MILLION; FOURTH QUARTER 2019
EARNINGS GROW 14% TO $0.79 PER SHARE

NAUGATUCK, CT – February 28, 2020 - The Eastern Company (“Eastern”) (NASDAQ:EML), an industrial manufacturer of unique engineered solutions serving niche industrial markets, today announced the results of operations for the fourth quarter and full fiscal year 2019 ended December 28, 2019.
President and CEO August Vlak commented, “We brought the year to a strong close and are pleased with Eastern’s accomplishments in 2019. Our acquisition of Big 3 Precision in August 2019 is an important step toward our long-term goal of building a larger and stronger company with a significant presence with key customers. It also made a substantial contribution to our fourth quarter results.
“During the fourth quarter, Eastern generated strong sales from new products, including a new hood mount truck mirror, a modular toolbox latching system, and an electronic activated latching system.  In total, sales of new products accounted for 5% of our sales growth, and in the Industrial Hardware segment, new products represented 15% of growth in the fourth quarter of 2019 compared to the same period in 2018.  Increasingly, new products are driving our sales growth and should help us offset challenges facing certain end markets in 2020, including Class 8 truck and recreational vehicles.
Mr. Vlak continued, “Cash flow from operations was exceptionally strong for both the quarter and the year. In fiscal 2019, we generated $23.0 million in cash flow, a 78% increase compared to fiscal 2018. Eastern’s strong balance sheet, as well as our focus on working capital reduction, position us well to pursue our strategy of bolt-on acquisitions that strengthen our company’s best businesses.
“Despite ongoing uncertainty in the macro-environment, we are confident that we can deliver on our plan and achieve our goals.  Our backlog is robust, totaling $72.2 at the end of fiscal 2019.  The growth in fiscal 2019 reflects both our acquisition of Big 3 Precision and a strong flow of orders at Eberhard Manufacturing.  Certain of our businesses are experiencing supply chain disruption in China as a result of the coronavirus (COVID-19), but, at this time, local conditions appear to be improving.”
Fourth Quarter 2019 Financial Results
Net sales in the fourth quarter of 2019 increased 21% to $68.7 million from $56.6 million a year earlier, primarily due to the acquisition of Big 3 Precision.  Sales in the Industrial Hardware segment grew by 46% to $49.2 million from $33.7 million in the fourth quarter of 2018, but decreased by 3% quarter over quarter, excluding Big 3 Precision. Sales growth from new product launches partially offset the decline in sales to the Class 8 truck, trailer and specialty vehicle markets.  The Industrial Hardware segment represented 72% of total sales in the fourth quarter of 2019.  Sales in the Security Products and Metal Products segments slipped by 13% and 18%, respectively, compared with the prior year period, as a result of lower demand for commercial laundry payment products, point of sale security, and mining products.
Net income in the fourth quarter of 2019 increased by 14% to $5.0 million, or $0.79 per share, compared from $4.4 million, or $0.70 per share, a year earlier.


Twelve Month 2019 Financial Results
Sales for fiscal 2019 grew by 8% to $251.7 million from $234.3 million for fiscal 2018. Sales growth in 2019 reflects four months of sales from the Big 3 Precision acquisition, which the Company closed on August 30, 2019. Net sales in the Industrial Hardware segment grew to $164.5 million in fiscal 2019 from $140.3 million in fiscal 2018. Excluding Big 3 Precision, Industrial Hardware sales grew 2%.  Net sales in the Security Products segment decreased approximately 10% in fiscal 2019 due to lower demand for commercial laundry payment products and point of sale security products. The Metal Products segment’s net sales decreased 1% in fiscal 2019 as compared to fiscal 2018 primary due to a slowdown in the coal mining industry in the fourth quarter.
Net income for fiscal 2019 decreased 9% to $13.3 million, or $2.12 per diluted share, from $14.5 million, or $2.31 per diluted share, in fiscal 2018. In fiscal 2019, net income was adversely affected by non-recurring restructuring cost associated with the discontinuation of Road-iQ, a subsidiary of Velvac, and the consolidation of our Composite Panel Technologies facility, as well as an increase in M&A related expense, net of tax, incurred in fiscal 2019, related to the acquisition of Big 3 Precision. Together, these non-recurring expenses equaled $3.9 million, or $0.62 per diluted share, in 2019.
Conference Call and Webcast
The Eastern Company will host a conference call to discuss its results for the fourth quarter of 2019 and other matters on Friday, March 6, 2020 at 11:00 AM Eastern Time. Participants can access the conference call by phone at (888) 669-0684 (toll free in US & Canada) or (862) 298-0702 (international). Participants can also join via the web at https://www.webcaster4.com/Webcast/Page/1757/33399.
About The Eastern Company

The Eastern Company manages industrial businesses that design, manufacture and sell unique engineered solutions to niche markets, focusing on industries that offer long-term macroeconomic growth opportunities. The Company operates across three reporting segments -- Industrial Hardware, Security Products and Metal Products -- 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 "believes," "intends", "continues," "reflects," "plans," "anticipates," "expects," 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. Among the risks and uncertainties that could cause actual results or events to differ materially from those indicated by such forward-looking statements include, but are not limited to changing customer preferences, lack of success of new products, loss of customers, cybersecurity breaches, changes in competition in our markets, and increased prices for raw materials resulting from tariffs on imported goods or otherwise. 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.




Investor Relations Contacts
The Eastern Company
August Vlak or John L. Sullivan III
203-729-2255

LHA Investor Relations
Harriet Fried/Jody Burfening
212.838.3777
hfried@lhai.com




Statement of Consolidated Income (unaudited)
       
                         
THE EASTERN COMPANY (NASDAQ - EML)
       
                         
                         
   
THREE Months Ended
   
TWELVE Months Ended
       
                         
   
13 weeks
   
13 weeks
   
52 weeks
   
52 weeks
 
   
Dec 28, 2019
   
Dec 29, 2018
   
Dec 28, 2019
   
Dec 29, 2018
 
                         
Net Sales
 
$
68,726,896
   
$
56,612,172
   
$
251,742,619
   
$
234,275,463
 
                                 
Net Income After Tax
   
4,972,327
     
4,380,604
     
13,266,142
     
14,505,937
 
                                 
Net Income Per Share
                               
     Basic
 
$
0.80
   
$
0.70
   
$
2.13
   
$
2.32
 
     Diluted
 
$
0.79
   
$
0.70
   
$
2.12
   
$
2.31
 
                                 
Weighted average
                               
shares outstanding:
                               
     Basic
   
6,238,787
     
6,240,808
     
6,235,098
     
6,258,277
 
     Diluted
   
6,273,697
     
6,256,365
     
6,270,008
     
6,273,974
 




Consolidated Balance Sheets (unaudited)
 
             
THE EASTERN COMPANY (NASDAQ - EML)
 
             
   
December 28, 2019
   
December 29, 2018
 
             
Cash and marketable securities
 
$
18,030,810
   
$
13,925,765
 
Accounts Receivable
   
37,941,900
     
30,285,316
 
Inventories
   
54,599,266
     
52,773,209
 
Other assets
   
4,343,507
     
4,205,735
 
Current Assets
   
114,915,483
     
101,190,025
 
                 
Net property, plant and equipment
   
42,022,613
     
29,853,377
 
                 
Other intangible assets
   
111,382,405
     
48,808,159
 
Right of use assets
   
12,342,475
     
-
 
Deferred income taxes
   
-
     
1,396,006
 
Total Assets
 
$
280,662,976
   
$
181,247,567
 
                 
Accounts payable
 
$
19,960,507
   
$
18,497,626
 
Accrued compensation
   
3,815,186
     
4,159,808
 
Other accrued expenses
   
2,967,961
     
5,165,666
 
Current portion of long-term debt
   
5,187,689
     
2,325,000
 
Current Liabilities
   
31,931,343
     
30,148,100
 
                 
Deferred income tax
   
5,270,465
     
1,516,012
 
Other long-term liabilities
   
2,465,261
     
353,856
 
Lease liability
   
12,342,475
     
-
 
Long-term debt
   
93,577,544
     
26,350,000
 
Accrued postretirement benefits
   
1,007,146
     
648,635
 
Accrued pension costs
   
28,631,485
     
25,362,325
 
                 
Shareholders' equity
   
105,437,257
     
96,868,639
 
                 
Total Liabilities and Shareholders' equity
 
$
280,662,976
   
$
181,247,567