Eastern Co 10-Q for FY2026 Q2
Eastern Co (EML)
About this 10-Q
Eastern Co filed this 10-Q on August 11, 2026, covering the quarter ended July 4, 2026 (FY2026 Q2).
Headline figures
Quarter ended July 4, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $61.82M
- down 11.9% from $70.16M a year earlier
- Net income
- $5.65M
- up 64.2% from net income of $3.44M a year earlier
- Diluted EPS
- $0.94
- up 67.9% from $0.56 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended | |
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OR | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ________________ to _______________ | |
Commission File Number
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
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(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | ☒ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of July 4, 2026,
The Eastern Company
Form 10-Q
FOR THE QUARTERLY PERIOD ENDED JULY 4, 2026
TABLE OF CONTENTS
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3. | ||||
4. | ||||
5. | ||||
7. | ||||
Condensed Consolidated Statements of Changes in Shareholders’ Equity | 8. | |||
9. | ||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20. | |||
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30. | ||||
30. | ||||
30. | ||||
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30. | ||||
31. | ||||
31. | ||||
32. | ||||
| 2 |
| Table of Contents |
PART I – FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS
THE EASTERN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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| Three Months Ended |
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| Six Months Ended |
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| July 4, 2026 |
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| June 28, 2025 |
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| June 28, 2025 |
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Net sales |
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Cost of products sold |
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Gross margin |
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Product development expense |
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Selling and administrative expenses |
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Operating profit |
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Interest expense |
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Bargain purchase gain |
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Other income (expense) |
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Income before income taxes from continuing operations |
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Income tax expense |
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Net income from continuing operations |
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Discontinued Operations (see note C) |
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Loss from operations of discontinued unit |
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Income from disposal of discontinued unit |
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Income tax expense |
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Net income from discontinued operations |
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Net Income |
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Earnings per share from continuing operations: |
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Basic |
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Diluted |
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Earnings per share from discontinued operations: |
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Basic |
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Diluted |
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Total earnings per share: |
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Basic |
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Diluted |
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Cash dividends per share: |
| $ |
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| $ |
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| $ |
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| $ |
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See accompanying notes
| 3 |
| Table of Contents |
THE EASTERN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
|
| Three Months Ended |
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| Six Months Ended |
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| July 4, 2026 |
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| June 28, 2025 |
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| July 4, 2026 |
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| June 28, 2025 |
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Net income |
| $ |
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| $ |
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| $ |
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| $ |
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Other comprehensive income: |
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Change in foreign currency translation |
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Change in fair value of foreign currency swap |
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Change in pension and postretirement benefit costs, net of taxes: |
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2026 - $124,272; 2025 - $121,925 |
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Total other comprehensive income |
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Comprehensive income |
| $ |
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| $ |
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| $ |
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| $ |
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See accompanying notes.
| 4 |
| Table of Contents |
THE EASTERN COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
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| July 4, 2026 |
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| January 3, 2026 |
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| (unaudited) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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| $ |
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Marketable Securities |
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Accounts receivable, less allowances: 2026 - $ |
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Inventories |
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Current portion of notes receivable |
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Prepaid expenses and other current assets |
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Total Current Assets |
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Property, Plant and Equipment |
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Accumulated depreciation |
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Property, Plant and Equipment, Net |
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Goodwill |
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Trademarks |
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Patents and other intangibles, net of accumulated amortization |
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Deferred income taxes |
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Right of use assets |
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Other long term assets |
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Total Other Assets |
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TOTAL ASSETS |
| $ |
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| $ |
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See accompanying notes.
| 5 |
| Table of Contents |
THE EASTERN COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
|
| July 4, 2026 |
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| January 3, 2026 |
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| (unaudited) |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current Liabilities |
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Accounts payable |
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Accrued compensation |
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Other accrued expenses |
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Current portion of operating lease liability |
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Current portion of finance lease liability |
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Total Current Liabilities |
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Other long-term liabilities |
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Operating lease liability, less current portion |
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Finance lease liability, less current portion |
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Long-term debt, less current portion |
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Accrued postretirement benefits |
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Accrued pension cost |
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Total Liabilities |
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Shareholders’ Equity |
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Voting Preferred Stock, no par value: |
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Authorized and unissued: |
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Nonvoting Preferred Stock, no par value: |
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Authorized and unissued: |
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Common Stock, no par value, Authorized: |
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Issued: |
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Outstanding: |
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Treasury Stock: |
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Retained earnings |
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Accumulated other comprehensive loss: |
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Foreign currency translation |
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Unrealized gain on foreign currency swap, net of tax |
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Unrecognized net pension and postretirement benefit costs, net of tax |
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Accumulated other comprehensive loss |
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Total Shareholders’ Equity |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
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| $ |
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See accompanying notes.
| 6 |
| Table of Contents |
THE EASTERN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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| Six Months Ended |
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| July 4, 2026 |
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| June 28, 2025 |
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Operating Activities |
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Net income |
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Less: Income from discontinued operations |
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Income from continuing operations |
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Adjustments to reconcile net income to net cash provided |
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by operating activities: |
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Depreciation and amortization |
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Bargain purchase gain |
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Reduction in carrying amount of ROU assets |
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Unrecognized pension and postretirement benefit |
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(Gain) loss on sale of equipment |
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Provision for doubtful accounts |
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Stock compensation expense |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Inventories |
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Prepaid expenses and other |
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Other assets |
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Accounts payable |
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Accrued compensation |
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Operating lease liability |
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Other accrued expenses |
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Net cash provided by operating activities |
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Investing Activities |
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Marketable securities |
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Acquisition |
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Payments received from notes receivable |
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Proceeds from sale of equipment |
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Proceeds from sale of discontinued operations |
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Purchases of property, plant, and equipment |
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Net cash (used in) provided by investing activities |
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Financing Activities |
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Proceeds from long-term debt |
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Proceeds from promissory note |
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Principal payments on long-term debt |
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Financing leases, net |
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Purchase common stock for treasury |
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Dividends paid |
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Net cash provided by (used in) financing activities |
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Effect of exchange rate changes on cash |
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Net change in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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Supplemental disclosure of cash flow information: |
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Interest |
| $ |
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| $ |
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Income taxes |
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Non-cash investing and financing activities |
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Right of use asset |
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Lease liability |
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See accompanying notes
| 7 |
| Table of Contents |
THE EASTERN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
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| Common |
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| Treasury |
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| Retained |
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| Accumulated Other Comprehensive Income |
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| Shareholders' |
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| Shares |
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| Stock |
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| Stock |
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| Earnings |
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| Equity |
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Balances at December 28, 2024 |
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| (2,983,858 | ) |
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| $ |
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| $ | ($ | ) |
| $ |
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Net Income |
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Cash dividends declared, |
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$0.22 per share |
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Currency translation adjustment |
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Change in fair value of foreign |
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currency swap |
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Change in pension and other |
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postretirement benefit costs, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Treasury Stock Purchase |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
| ( | ) |
Issuance of stock awards, net |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | ||
Issuance of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for directors' fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Balances at June 28, 2025 |
|
|
|
| $ |
|
|
| (3,065,407 | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at January 3, 2026 |
|
|
|
| $ |
|
|
| (3,137,521 | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||||
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Cash dividends declared, |
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.22 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ( | ) |
Currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Change in fair value of foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
currency swap |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Change in pension and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
postretirement benefit costs, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Treasury Stock Purchase |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
| ( | ) |
Issuance of stock awards, net |
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) | |
Issuance of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
for directors' fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
Balances at July 4, 2026 |
|
|
|
| $ |
|
|
| (3,178,170 | ) |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||||
See accompanying notes.
| 8 |
| Table of Contents |
THE EASTERN COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
July 4, 2026
Note A – Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and do not include all the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. You should refer to the consolidated financial statements of The Eastern Company (together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 3, 2026, as amended on March 19, 2026 (the “2025 Form 10-K”), for additional information.
The accompanying condensed consolidated financial statements are unaudited. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for interim periods have been reflected therein. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. All intercompany accounts and transactions are eliminated.
The condensed consolidated balance sheet as of January 3, 2026 has been derived from the audited consolidated balance sheet at that date.
The Company’s fiscal year is a 52- or 53-week fiscal year ending on the Saturday nearest to December 31. Each fiscal quarter also ends on a Saturday. References in this Quarterly Report on Form 10-Q for the quarterly period ended July 4, 2026 (this “Form 10-Q”) to 2025, the fiscal year 2025 or fiscal 2025 mean the 53-week period ended on January 3, 2026, and references to 2026, fiscal year 2026 or fiscal 2026 mean the 52-week period ending on January 2, 2027. In a 53-week fiscal year, the first three quarters each have 13 weeks, and the fourth quarter has 14 weeks. In a 52-week fiscal year, each quarter has 13 weeks. References to the second quarter of 2025, the second fiscal quarter of 2025, the second three months of fiscal 2025 or the three months ended June 28, 2025 mean the 13-week period from March 30, 2025 to June 28, 2025. References to the second quarter of 2026, the second fiscal quarter of 2026, the second three months of fiscal 2026 or the three months ended July 4, 2026, mean the 13-week period from April 5, 2026 to July 4, 2026. References to the first six months of 2025 or the six months ended June 28, 2025 mean the period from December 29, 2024 to June 28, 2025. References to the first six months of 2026 or the six months ended July 4, 2026 mean the period from January 4, 2026 to July 4, 2026.
Certain amounts in the 2025 financial statements have been reclassified to conform with the 2026 presentation with no impact or change to previously reported net income or shareholders’ equity.
| 9 |
| Table of Contents |
Note B – Acquisition
On June 1, 2026, we completed the acquisition of Sinecera LLC (doing business as Crown Precision) and Sungear LLC , both of which manufacture and supply aerospace and defense components within the United States. Sinecera LLC and Sungear LLC became wholly-owned consolidated subsidiaries of Eastern Precision Holdings, Inc., a newly-formed wholly owned direct subsidiary of the Company. The purchase price of the acquired net assets was $
Acquired Balance Sheet |
|
|
| |
|
|
|
| |
Accounts Receivable |
| $ |
| |
Inventory |
|
|
| |
Property Plant and Equipment |
|
|
| |
Other Assets |
|
|
| |
Less: Liabilities assumed |
|
|
| |
|
|
|
|
|
Net Assets Acquired |
|
|
| |
Purchase Price |
|
|
| |
|
|
|
|
|
Bargain purchase gain |
| $ |
| |
|
|
|
|
|
Income Statement |
|
|
|
|
for the period since acquisition (June 1, 2026) to July 4, 2026 | ||||
|
|
|
|
|
Net Sales |
| $ |
| |
Cost of Goods Sold |
|
| ( | ) |
Gross Margin |
|
|
| |
Total Selling & Administrative Expense |
|
| ( | ) |
Operating Loss |
|
| ( | ) |
Bargain purchase gain |
|
|
| |
Income before income taxes |
| $ |
| |
Note C – Discontinued Operations
In the third quarter of 2024, we determined that the business of Big 3 Precision Mold Services, Inc. (“Big 3 Mold”) met the criteria to be held for sale and that the assets held for sale qualified for discontinued operations. As such, the financial results of the Big 3 Mold business are reflected in our unaudited condensed consolidated statements of operations as discontinued operations for all periods presented. Additionally, current and non-current assets and liabilities of discontinued operations are reflected in the unaudited condensed consolidated balance sheets for both periods presented.
On April 30, 2025, the Company sold the equipment, workforce and customer list of the ISBM division of Big 3 Mold. ISBM, which is located in Centralia, Illinois, is an injection stretch blow mold toolmaker. From April 30, 2025, the assets and liabilities and results of operations have been included in continuing operations.
| 10 |
| Table of Contents |
Summarized Financial Information of Discontinued Operations
The following table represents income from discontinued operations, net of tax, for the periods presented:
|
| Three Months Ended |
|
| Six Months Ended |
| ||
|
| June 28, 2025 |
|
| June 28, 2025 |
| ||
|
| (unaudited) |
|
| (unaudited) |
| ||
Net sales |
| $ |
|
| $ |
| ||
Cost of products sold |
|
| ( | ) |
|
| ( | ) |
Gross margin |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Selling and administrative expenses |
|
| ( | ) |
|
| ( | ) |
Income from disposal of discontinued Unit |
|
|
|
|
|
| ||
Operating Income |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Interest expense |
|
| ( | ) |
|
| ( | ) |
Income from discontinued operations before income taxes |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| ( | ) |
|
| ( | ) |
Income from discontinued operations, net of tax |
| $ |
|
| $ |
| ||
Note D – Earnings Per Share
The denominators used to calculate earnings per share are as follows:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| July 4, 2026 |
|
| June 28, 2025 |
|
| July 4, 2026 |
|
| June 28, 2025 |
| ||||
Basic: |
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|
|
|
|
|
|
|
|
|
| ||||
Weighted average shares outstanding |
|
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|
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|
| ||||
|
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Diluted: |
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|
|
Weighted average shares outstanding |
|
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|
| ||||
Dilutive stock appreciation rights |
|
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|
| ||||
Denominator for diluted earnings per share |
|
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|
| ||||
Note E– Fair Value of Instruments
The Company incurs certain manufacturing, marketing, and selling costs in international markets in local currency. Accordingly, earnings and cash flows are exposed to market risk from changes in foreign currency exchange rates relative to the U.S. dollar, the Company’s reporting currency. The Company has a program in place that is designed to mitigate the exposure to changes in foreign currency exchange rates. The program includes the use of derivative financial instruments to minimize, for a period of time, the impact on its financial results from changes in foreign exchange rates. The Company utilizes foreign currency forward contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, namely Mexican pesos. This does not eliminate the impact of the volatility of foreign exchange rates. However, because the Company generally enters into forward contracts twelve to eighteen months out, rates are fixed for a twelve-to-eighteen-month period, thereby facilitating financial planning and resource allocation.
| 11 |
| Table of Contents |
Designated Foreign Currency Hedge Contracts
All of the Company’s designated foreign currency hedge contracts as of July 4, 2026 were cash flow hedges under Accounting Standards Codification (“ASC”) Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company records the effective portion of any change in the fair value of designated foreign currency hedge contracts in other comprehensive income until the related third-party transaction occurs. Once the related third-party transaction occurs, the Company reclassifies the effective portion of any related gain or loss on the designated foreign currency hedge contracts to earnings. In the event the hedged forecasted transaction does not occur, or it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. The Company had designated foreign currency hedge contracts outstanding in the contract amount of $9.6 million as of July 4, 2026 and $8.4 million as of January 3, 2026. As of July 4, 2026, $0.5 million is expected to be reclassified to earnings within the next six months.
The following table presents the effect of the Company’s derivative instruments designated as cash flow hedges under ASC 815 in its unaudited Condensed Consolidated Statements of Operations for the six months ended July 4, 2026:
Derivative Instruments |
| Amount of Gain Recognized in Accumulated Other Comprehensive Income |
|
| Amount of Gain Reclassified from Accumulated Other Comprehensive Income into Earnings |
|
| Location in Condensed Consolidated Statement of Income | |||
Designated foreign currency hedge contracts |
| $ |
|
| $ |
|
| Cost of products sold | |||
ASC 815 requires all derivative instruments to be recognized at their fair values as either assets or liabilities on the balance sheet. The Company determines the fair value of its derivative instruments using the framework prescribed by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) by considering the estimated amount it would receive or pay to sell or transfer these instruments at the reporting date. Generally, the Company uses inputs that include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; other observable inputs for the asset or liability; and inputs derived principally from, or corroborated by, observable market data by correlation or other means. As of July 4, 2026, the Company classified its derivative assets and liabilities within Level 2 of the fair value hierarchy prescribed by ASC 820, as discussed below, because these observable inputs are available for substantially the full term of its derivative instruments.
Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
|
|
Level 2 | Quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. |
|
|
Level 3 | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable. |
The following tables present the fair value of the Company’s derivative instruments as they appear in its Condensed Consolidated Balance Sheets as of July 4, 2026, and January 3, 2026:
|
| Location in Condensed Consolidated Balance Sheets |
| As of July 4, 2026 |
|
| As of January 3, 2026 |
| ||
|
|
|
|
|
|
|
|
| ||
Derivative Assets: |
|
|
|
|
|
|
|
| ||
Designated foreign currency hedge contracts |
| Other current assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
|
|
Designated foreign currency hedge contracts |
| Other long-term assets |
| $ |
|
| $ |
| ||
| 12 |
| Table of Contents |
Note F – Inventories
Inventories consist of the following components:
|
| July 4, 2026 |
|
| January 3, 2026 |
| ||
|
|
|
|
|
|
| ||
Raw material and component parts |
| $ |
|
| $ |
| ||
Work in process |
|
|
|
|
|
| ||
Finished goods |
|
|
|
|
|
| ||
Total inventories |
| $ |
|
| $ |
| ||
Note G - Goodwill
The aggregate carrying amount of goodwill is approximately $
The Company evaluates its reporting units for impairment annually in December, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Such events and circumstances could include, among other things, increased competition or unexpected loss of market share, significant adverse changes in the markets in which the Company operates, or unexpected business disruptions. The Company tests reporting units for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, the Company records an impairment loss based on the difference between fair value and carrying amount not to exceed the associated carrying amount of goodwill. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industry and have been based on historical data from both external and internal sources.
Note H – Leases
The Company presents right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02, “Leases”. The Company accounts for non-lease components as part of the lease component to which they relate. Lease accounting involves significant judgments, including making estimates related to the lease term, lease payments, and discount rate.
The Company has operating leases for buildings, warehouses, and office equipment. The Company determines whether an arrangement is, or contains, a lease at contract inception. An arrangement contains a lease if the Company has the right to direct the use of and obtain substantially all the economic benefits of an identified asset. ROU assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew. The exercise of lease renewal options is at our sole discretion. All options to extend, when it is reasonably certain the option will be exercised, have been included in the calculation of the ROU asset and lease liability.
| 13 |
| Table of Contents |
Currently, the Company has 18 operating leases with lease liabilities of $
The future payments (in millions) due under non-cancelable operating and finance leases as of July 4, 2026 are as follows:
|
| Operating |
|
| Finance |
| ||
2026 |
| $ |
|
| $ |
| ||
2027 |
|
|
|
|
|
| ||
2028 |
|
|
|
|
|
| ||
2029 |
|
|
|
|
|
| ||
2030 |
|
|
|
|
|
| ||
thereafter |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less effects of discounting |
|
| ( | ) |
|
| ( | ) |
Lease liabilities recognized |
| $ |
|
| $ |
| ||
As of July 4, 2026, the weighted average lease term for all operating and finance leases is
Note I – Debt
On October 28, 2025, the Company entered into a Credit Agreement with Citizens Bank, N.A. that provides for the extension of credit to the Company in the form of revolving loans, swing line loans and letters of credit (the “Credit Agreement”).
The Credit Agreement provides the Company with a $
Revolving loans under the Credit Agreement bear interest at a variable rate based on the term secured overnight financing rate (“SOFR”) plus an applicable margin of
Amounts outstanding under the Credit Agreement are generally due and payable on the expiration date of the Credit Agreement (October 28, 2030) or the earlier termination of the revolving commitments thereunder. The Company can elect to prepay some or all of the outstanding balance from time to time without penalty.
The Company’s loan covenants under the Credit Agreement require
| 14 |
| Table of Contents |
Note J - Stock Options and Awards
On February 19, 2020, the Board of Directors of the Company (the “Board”) adopted The Eastern Company 2020 Stock Incentive Plan (the “2020 Plan”). On April 29, 2020, at the Company’s 2020 Annual Meeting of Shareholders, the shareholders of the Company approved and adopted the 2020 Plan. The Company has no other existing plan pursuant to which equity awards may be granted.
Restricted stock unit awards may be granted to participants under the 2020 Plan with restrictions determined by the Compensation Committee of the Board. During the first six months of fiscal 2026 and 2025, the Company granted stock awards with respect to
Incentive stock options granted under the 2020 Plan must have exercise prices that are not less than 100% of the fair market value of the Company’s common stock on the dates the stock options are granted. Under the 2020 Plan, non-qualified stock options granted to participants will have exercise prices determined by the Compensation Committee of the Board. The Company issued
Stock-based compensation expense (income), including forfeitures, in connection with stock options and stock awards previously granted to employees was approximately $
As of July 4, 2026, there were
The following tables set forth the outstanding stock options for the periods specified:
|
| Six Months Ended |
|
| Year Ended |
| ||||||||||
|
| July 4, 2026 |
|
| January 3, 2026 |
| ||||||||||
|
| Units |
|
| Weighted Average Exercise Price |
|
| Units |
|
| Weighted Average Exercise Price |
| ||||
Outstanding at beginning of period |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Issued |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Expired |
|
| - |
|
|
|
|
|
| ( | ) |
|
|
| ||
Exercised |
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
Forfeited |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Outstanding at end of period |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Stock Options Outstanding and Exercisable |
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Range of Exercise Prices |
| Outstanding as of July 4, 2026 |
|
| Weighted Average Remaining Contractual Life |
|
| Weighted Average Exercise Price |
|
| Exercisable as of July 4, 2026 |
|
| Weighted Average Remaining Contractual Life |
|
| Weighted Average Exercise Price |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
$ |
|
|
|
|
|
|
| $ |
|
|
| - |
|
|
| - |
|
|
|
| ||||
| 15 |
| Table of Contents |
The following table sets forth the outstanding stock awards for the periods specified:
|
| Six Months Ended |
|
| Year Ended |
| ||
|
| July 4, 2026 |
|
| January 3, 2026 |
| ||
|
| Shares |
|
| Shares |
| ||
Outstanding at beginning of period |
|
|
|
|
|
| ||
Issued |
|
|
|
|
|
| ||
Exercised |
|
| ( | ) |
|
| ( | ) |
Forfeited |
|
| ( | ) |
|
| ( | ) |
Outstanding at end of period |
|
|
|
|
|
| ||
As of July 4, 2026, outstanding stock options and stock awards had an intrinsic value of $
Note K – Share Repurchase Program
On April 30, 2025, the Board of Directors of the Company approved a share repurchase program authorizing the Company to repurchase up to
Period |
| Total Number of Shares Purchased |
|
| Average Price Paid Per Share |
|
| Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
| Maximum Number of Shares that may yet be Purchased Under the Plans or Programs |
| ||||
April 5, 2026 – May 2, 2026 |
|
|
|
| $ |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 3, 2026 – May 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 31, 2026 – July 4, 2026 |
|
| - |
|
|
|
|
|
| - |
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
| $ |
|
|
|
|
|
|
| ||||
Note L – Revenue Recognition
The Company’s revenues result from the sale of goods and services and reflect the consideration to which the Company expects to be entitled. The Company records revenues in accordance with ASC Topic 606, “Revenue from Contracts with Customers.” The Company has defined purchase orders as contracts in accordance with ASC Topic 606. For its customer contracts, the Company identifies its performance obligations, which are delivering goods or services, determines the transaction price, allocates the contract transaction price to the performance obligations (when applicable), and recognizes the revenue when (or as) the performance obligation is transferred to the customer. A good or service is transferred when the customer obtains control of that good or service. The Company’s revenues are recorded at a point in time from the sale of tangible products. Revenues are recognized when products are shipped.
| 16 |
| Table of Contents |
Customer volume rebates, product returns, discounts and allowances are variable considerations and are recorded as a reduction of revenue in the same period that the related sales are recorded. The Company has reviewed the overall sales transactions for variable consideration and has determined that these costs are not material.
The Company has no future performance obligations and does not capitalize costs to obtain or fulfill contracts.
Note M - Income Taxes
The Company files income tax returns in the U.S. at the federal and state levels, and in foreign jurisdictions. With limited exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2021 and is no longer subject to non-U.S. income tax examinations by foreign tax authorities for years prior to 2019.
There have been no significant changes to the value of unrecognized tax benefits during the six months ended July 4, 2026.
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (“OBBBA”), which resulted in many tax extensions and other rule changes, including the following which we believe will have an effect on our tax provision in 2026:
| 1. | Return of the Section 163(j) taxable income base excluding the deductions for depreciation and amortization in 2025 and 2026 (change from “Tax EBIT” to “Tax EBITDA”); |
| 2. | Decrease in the Section 250 deduction for Net CFC Tested Income (formerly GILTI) to 40% (from 50%), instead of the scheduled decrease to 37.5% prior to the OBBBA; |
| 3. | Decrease in the Section 250 deduction for foreign-derived income to 33.34% (from 37.5%), instead of the scheduled decrease to 21.875% prior to the OBBBA; and |
| 4. | Increase in the foreign tax credit rate on Net CFC Tested Income (formerly GILTI) to 90% (from 80%), and a 10% disallowance on repatriation. |
The Company has elected to change its method of accounting for domestic research or experimental expenditures to the deduction method on a cut-off basis under §174A(a) of the Internal Revenue Code (“IRC”), pursuant to Section 7.02(3)(a) of Rev Proc 2025-28 and will continue to amortize research and development costs capitalized between 2022 and 2024 over a 5 or 15 year period for U.S and foreign §174 costs, respectively.
Note N - Retirement Benefit Plans
The Company has four non-contributory defined benefit pension plans covering most U.S. employees. All of these pension plans are frozen and participants in these plans have not accrued benefits since the date on which these plans were frozen. Plan benefits are generally based upon age at retirement, years of service and, for the plan covering salaried employees, the level of compensation. The Company also sponsors unfunded non-qualified supplemental retirement plans that provide certain former officers with benefits in excess of limits imposed by federal tax law.
The Company also provides health care and life insurance for retired salaried employees in the United States who meet specific eligibility requirements.
Significant disclosures relating to these benefit plans for the second quarter and first six months of fiscal years 2026 and 2025 are as follows:
|
| Pension Benefits |
| |||||||||||||
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| July 4, 2026 |
|
| June 28, 2025 |
|
| July 4, 2026 |
|
| June 28, 2025 |
| ||||
Service cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Expected return on plan assets |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Amortization of the net loss |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net periodic benefit cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| 17 |
| Table of Contents |
|
| Other Postretirement Benefits |
| |||||||||||||
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| July 4, 2026 |
|
| June 28, 2025 |
|
| July 4, 2026 |
|
| June 28, 2025 |
| ||||
Service cost |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Expected return on plan assets |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Amortization of prior service cost |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Amortization of the net loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net periodic benefit gain |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
The Company’s funding policy with respect to its qualified plans is to contribute at least the minimum amount required by applicable laws and regulations. In fiscal year 2026, the Company expects to make cash contributions to its qualified pension plans of approximately $
The Company has a contributory savings plan under Section 401(k) of the IRC (the “401(k) Plan”) covering substantially all U.S. non-union employees. The 401(k) Plan allows participants to make voluntary contributions from their annual compensation on a pre-tax basis, subject to limitations under the IRC. The 401(k) Plan provides for contributions by the Company at its discretion.
The Company made contributions to the 401(k) Plan as follows:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| July 4, 2026 |
|
| June 28, 2025 |
|
| July 4, 2026 |
|
| June 28, 2025 |
| ||||
Regular matching contribution |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Transitional credit contribution |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-discretionary contribution |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total contributions for the period |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Note O - Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that could impact its consolidated financial statements and does not believe that there are any new accounting pronouncements that have been issued, but are not yet effective, that might have a material impact on the consolidated financial statements of the Company.
| 18 |
| Table of Contents |
Note P - Concentration of Risk
Credit Risk
Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and contractual obligations to the Company, as and when they become due. The primary credit risk for the Company is its accounts receivable due from customers. The Company has established credit limits for customers and monitors their balances to mitigate the risk of loss. As of July 4, 2026, there were significant concentrations of credit risk with 2 customers that had receivables representing greater than
The Company has deposits that exceed amounts up to $
Interest Rate Risk
The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt under the Credit Agreement, which bears interest at variable rates based on term SOFR, plus an adjustment of ten basis points, plus an applicable margin of
Note Q - Segment Information
The Company has one reportable segment, its Engineered Solutions Segment, and the Chief Executive Officer is the Company’s chief operating decision maker (CODM). The CODM uses the following reported measures to assess performance and make decisions on resource allocation throughout the Company.
|
| Engineered Solutions Segment |
| |||||||||||||
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| July 4, 2026 |
|
| June 28, 2025 |
|
| July 4, 2026 |
|
| June 28, 2025 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net Sales |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Material cost |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Labor cost |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other variable and fixed overhead¹ |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Gross Margin |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Product development expense |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Selling and administrative expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Operating Profit |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
¹ Other variable and fixed overhead items included in segment operating profit include manufacturing salaries, indirect labor, insurance, lease expense, depreciation, and other overhead expenses
| 19 |
| Table of Contents |
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion is intended to highlight significant changes in the financial position and results of operations of The Eastern Company (together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) for the three and six months ended July 4, 2026. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended January 3, 2026 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026, as amended on March 19, 2026 (the “2025 Form 10-K”).
The Company’s fiscal year is a 52- or 53-week fiscal year ending on the Saturday nearest to December 31. References in this Quarterly Report on Form 10-Q for the quarterly period ended July 4, 2026 (this “Form 10-Q”) to 2025, fiscal year 2025 or fiscal 2025 mean the 53-week period ended on January 3, 2026, and references to 2026, fiscal year 2026 or fiscal 2026 mean the 52-week period ending on January 2, 2027. In a 53-week fiscal year, the first three quarters each have 13 weeks, and the fourth quarter has 14 weeks. In a 52-week fiscal year, each quarter has 13 weeks. References to the second quarter of 2025, the second fiscal quarter of 2025, the second three months of fiscal 2025 or the three months ended June 28, 2025 mean the 13-week period from March 30, 2025 to June 28, 2025. References to the second quarter of 2026, the second fiscal quarter of 2026, the second three months of fiscal 2026 or the three months ended July 4, 2026, mean the 13-week period from April 5, 2026 to July 4, 2026. References to the first six months of 2025 or the six months ended June 28, 2025 mean the period from December 29, 2024 to June 28, 2025. References to the first six months of 2026 or the six months ended July 4, 2026 mean the period from January 4, 2026 to July 4, 2026.
Safe Harbor for Forward-Looking Statements
Statements contained in this Form 10-Q that are not based on historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terminology such as “would,” “should,” “could,” “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” “plan,” “potential,” “opportunities,” or similar terms or variations of those terms or the negative of those terms. There are many factors that affect the Company’s business and the results of its operations and that may cause the actual results of operations in future periods to differ materially from those currently expected or anticipated. These factors include:
| · | 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 impact of tariffs, trade sanctions or political instability on the availability or cost of raw materials; |
| · | 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 interest rates, and more specifically conditions in the automotive, construction, aerospace, defense 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, and the impact of market conditions on pension plan funded status; |
| · | restrictions on operating flexibility imposed by the agreement governing our credit facility; |
| · | 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 dispositions or the inability to effectively integrate acquired businesses and achieve expected synergies; |
| · | The success of the Sinecera and Sungear transaction will depend on a number of uncertain factors, including our decisions regarding the fair value of the assets acquired and the bargain purchase gain recorded on the transaction, which could materially and adversely affect our financial condition, results of operations and future prospects. |
| · | costs and liabilities associated with environmental compliance; |
| 20 |
| Table of Contents |
| · | the impact of climate change, natural disasters, geopolitical events, and public health crises, including pandemics and epidemics, and any related Company or government policies or actions, including any potential adverse economic impacts resulting from the U.S. federal government shutdown; |
| · | 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, data breaches or interruptions or failures of our information technology systems; and |
| · | materially adverse or unanticipated legal judgments, fines, penalties, or settlements. |
The Company is also subject to other risks identified and discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, in Part I, Item 1A, Risk Factors, and in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the 2025 Form 10-K, and that may be identified from time to time in our quarterly reports on Form 10-Q, current reports on Form 8-K and other filings we make with the SEC.
Although the Company believes it has an appropriate business strategy and the resources necessary for its operations, future revenue and margin trends cannot be reliably predicted, and the Company may alter its business strategies to address changing conditions. Also, the Company makes estimates and assumptions that may materially affect reported amounts and disclosures. These relate to valuation allowances for accounts receivable and excess and obsolete inventories, accruals for pensions and other postretirement benefits (including forecasted future cost increases and returns on plan assets), provisions for depreciation (estimating useful lives), uncertain tax positions, and, on occasion, accruals for contingent losses. The Company undertakes no obligation to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except as required by law.
Recent Developments
On June 1, 2026, we completed the acquisition of Sinecera LLC (doing business as Crown Precision) and Sungear LLC, both of which manufacture and supply aerospace and defense components within the United States. The transaction establishes a fourth operating platform for Eastern, complementing its existing portfolio of Eberhard Manufacturing, Velvac, and Big 3 Precision. These acquisitions align with the Company's strategic priorities to expand its portfolio of operating platforms, add engineered products with attractive end-market exposure, and deploy capital into businesses that benefit from Eastern’s decentralized, holding-company model.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) became law. Among other provisions, the OBBBA extends permanently, with modifications, tax provisions enacted as part of the 2017 Tax Cuts and Jobs Act and restores and makes permanent many business provisions, such as full expensing for research and development and capital investments. In addition, the OBBBA contains other new tax relief measures and various revenue raising measures. We are currently assessing the potential impact of the OBBBA on our business and financial results.
For the three months ended July 4, 2026, we incurred approximately $1.9 million in tariff and tariff-related expenses, $1.8 million of which have been mitigated through price increases. On February 20, 2026, the U.S. Supreme Court ruled in Learning Resources, Inc. v. Trump that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the executive branch to impose certain tariffs. The U.S. Customs and Border Protection (“CBP”) is developing an administrative process for seeking refunds of tariffs paid pursuant to the IEEPA, and on April 20, 2026, launched the first phase of that administrative process. The Company is in the process of submitting refund claims to the CBP. The amount and timing of any potential refund remain uncertain, and, as of July 4, 2026, we have not recorded a material benefit for potential refunds of IEEPA tariffs paid. In response to the U.S. Supreme Court’s decision, the presidential administration implemented a tariff surcharge pursuant to Section 122 of the Trade Act of 1974, establishing a minimum 10% duty on imports, subject to certain exemptions, for 150 days. The tariff environment remains dynamic, and it is likely that additional developments will occur over the next several months, particularly as the U.S. continues to negotiate with trade partners and the CBP further develops and executes on the administrative process for refunds. While the long-term effects remain uncertain, we continue to closely monitor the evolving tariff environment which presents a mix of impacts, such as higher pricing, including higher product and operating costs, and the potential for refunds. See Part I, Item 1A, Risk Factors in the 2025 Form 10-K for a discussion regarding tariff-related risks.
| 21 |
| Table of Contents |
On February 14, 2025, the Company acquired certain assets under asset and real estate purchase agreements from Centralia Industrial Painting, Inc. and Ronald R. Rainwater, respectively. These assets are held in our Big 3 Precision Products, Inc. (“Big 3”) subsidiary. We expect the acquisitions will enable the Company to become more competitive with respect to cost and quality of the products sold by Big 3.
In the third quarter of 2024, we determined that the business of Big 3 Precision Mold Services, Inc. (“Big 3 Mold”) met the criteria to be held for sale and that the assets held for sale qualified for discontinued operations. As such, the financial results of the Big 3 Mold business are reflected in our unaudited condensed consolidated statements of operations as discontinued operations for all periods presented. Additionally, current and non-current assets and liabilities of discontinued operations are reflected in the unaudited condensed consolidated balance sheets for both periods presented. On April 30, 2025, the Company sold the equipment, workforce and customer list of the ISBM division of Big 3 Mold. The other divisions of Big 3 Mold have been reclassified to continuing operations.
The following analysis excludes discontinued operations.
Net sales for the second quarter of 2026 decreased 12% to $61.8 million from $70.2 million for the corresponding period in 2025. The decrease in sales was due to lower shipments of truck mirror assemblies, returnable transport packaging and latch and handle assemblies of $5.7 million, $3.4 million, $0.9 million, respectively, partially offset by $1.7 million in aerospace and defense sales from the acquisition of Sungear and Crown Precision. Net sales for the first six months of 2026 decreased 11% to $121.5 million from $136.1 million for the corresponding period in 2025. Sales decreased in the first six months of 2026 due to lower shipments of returnable transport packaging, truck mirror assemblies and latch and handle assemblies of $10.9 million, $4.5 million, $0.8 million, respectively, partially offset by $1.7 million in aerospace and defense sales from the acquisition of Sungear and Crown Precision.
Our backlog as of July 4, 2026 increased $39.0 million, or 45%, to $126.2 million from $87.1 million as of June 28, 2025, driven by acquired aerospace and defense orders of $19.0 million, increased orders for truck mirror assemblies of $11.7 million, returnable transport packaging products of $4.7 million, latch and handle assemblies of $3.6 million.
Net sales of existing products decreased 16.0% for the second quarter of 2026 and 12.0% for the first six months of 2026 compared to the corresponding periods in 2025. New products increased net sales by 1.8% in the second quarter of 2026 and 2.7% in the first six months of 2026 compared to the corresponding periods in 2025. New product sales included various latch and handle assemblies.
Cost of products sold decreased $4.7 million for the second quarter of 2026 and $7.8 million for the first six months of 2026 compared to the corresponding period in 2025. These decreases were due to lower shipment volume, partially offset by increased cost of sales on acquired aerospace and defense shipments. Additionally, the Company paid tariff costs on China-sourced products of approximately $1.9 million in the second quarter of 2026 and $5.0 million in the first six months of 2026, compared to $2.4 million in the second quarter of 2025 and $3.0 million in the first six months of 2025. Most tariffs on China-sourced products have been recovered through price increases.
Gross margin as a percentage of sales was 20.6% for the second quarter of 2026 and 20.3% for the first six months of 2026 compared to 23.3% and 23.1%, respectively, for the corresponding periods in 2025.
Product development expenses remained consistent with the second quarter of 2025 and decreased less than $0.1 million for the first six months of 2026 compared to the corresponding periods in 2025. As a percentage of net sales, product development costs were 1.7% and 1.6% in the first six months of 2026 and 2025, respectively, as we continue to invest in new products at our businesses.
Selling and administrative expenses decreased $2.1 million, or 17.5%, for the second quarter of 2026 compared to the corresponding period in 2025 due to $1.9 million of lower restructuring charges, lower personnel costs of $0.1 million, lower amortization of $0.1 million and other expenses of $0.4 million, partially offset by higher computer expenses of $0.4 million. Selling, general and administrative expenses decreased $2.9 million, or 12.9% for the first six months of 2026 due to $1.9 million of lower restructuring charges, lower personnel costs of $0.5 million, lower amortization of $0.2 million, lower commission expenses of $0.4 million and other expenses of $0.6 million, partially offset by higher legal expenses of $0.3 million and higher computer expenses of $0.4 million.
Interest expense decreased $0.1 million for the second quarter of 2026 and $0.2 million for the first six months of 2026 compared to the corresponding periods in 2025 due to lower principal balances, offset by higher interest rates.
| 22 |
| Table of Contents |
Other income increased $6.4 million for the second quarter of 2026 and $6.6 million for the first six months of 2026 compared to the corresponding periods in 2025. The increase for the second quarter and for the first six months of 2026 are the result of $6.5 million of bargain purchase gain recorded on a recent acquisition, offset by $0.2 million of transaction costs incurred to complete that acquisition.
Net income for the second quarter of fiscal 2026 was $5.6 million, or $0.94 per diluted share, compared to net income of $2.0 million, or $0.33 per diluted share, for the comparable period in 2025. For the first six months of 2026, net income was $6.3 million, or $1.04 per diluted share, compared to $4.2 million, or $0.69 per diluted share, for the comparable period in 2025.
A more detailed analysis of the Company’s results of operations and financial condition follows.
Results of Operations
The following table shows, for the periods indicated, selected line items from the condensed consolidated statements of operations as a percentage of net sales:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| July 4, 2026 |
|
| June 28, 2025 |
|
| July 4, 2026 |
|
| June 28, 2025 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net sales |
|
| 100.0 | % |
|
| 100.0 | % |
|
| 100.0 | % |
|
| 100.0 | % |
Cost of products sold |
|
| 79.4 | % |
|
| 76.7 | % |
|
| 79.7 | % |
|
| 76.9 | % |
Gross margin |
|
| 20.6 | % |
|
| 23.3 | % |
|
| 20.3 | % |
|
| 23.1 | % |
Product development expense |
|
| 1.7 | % |
|
| 1.5 | % |
|
| 1.7 | % |
|
| 1.6 | % |
Selling and administrative expense |
|
| 16.2 | % |
|
| 17.3 | % |
|
| 16.1 | % |
|
| 16.5 | % |
Operating Profit |
|
| 2.7 | % |
|
| 4.5 | % |
|
| 2.5 | % |
|
| 5.0 | % |
The following table shows the change in sales and operating profit for the second quarter and first six months of 2026 compared to the second quarter and first six months of 2025 (dollars in thousands):
|
| Three Months |
|
| Six Months |
| ||
|
| Ended |
|
| Ended |
| ||
|
| July 4, 2026 |
|
| July 4, 2026 |
| ||
|
|
|
|
|
|
| ||
Net Sales |
| $ | (8,342 | ) |
| $ | (14,603 | ) |
|
|
|
|
|
|
|
|
|
Volume |
|
| -13.6 | % |
|
| -13.9 | % |
Price |
|
| -0.1 | % |
|
| 0.5 | % |
New products |
|
| 1.8 | % |
|
| 2.7 | % |
|
|
| -11.9 | % |
|
| -10.7 | % |
|
|
|
|
|
|
|
|
|
Operating Profit |
| $ | (1,485 | ) |
| $ | (3,801 | ) |
| 23 |
| Table of Contents |
Liquidity and Sources of Capital
The Company generated $12.0 million of cash from operations during the first six months of fiscal 2026 compared to generating $1.9 million during the first six months of fiscal 2025. Cash flow from operations in the first six months of 2026 increased due to timing of vendor payments partially offset by timing of customer receivable collections and the exclusion of the non-cash bargain purchase gain.
Purchases of capital equipment were $1.5 million and $1.6 million for the first six months of 2026 and 2025, respectively. As of July 4, 2026, there were approximately $0.1 million of outstanding commitments for capital expenditures.
The following table shows key financial ratios at the end of each specified period:
|
| July 4, 2026 |
|
| June 28, 2025 |
|
| Fiscal Year 2025 |
| |||
Current Ratio |
|
| 2.8 |
|
|
| 2.7 |
|
|
| 3.7 |
|
Average days' sales in accounts receivable |
|
| 54 |
|
|
| 54 |
|
|
| 59 |
|
Inventory Turnover |
|
| 3.5 |
|
|
| 3.9 |
|
|
| 3.4 |
|
Total debt to shareholders' equity |
|
| 32.1 | % |
|
| 29.3 | % |
|
| 27.2 | % |
The following table shows important liquidity measures as of the balance sheet date for each specified period or for the period, as applicable (in millions):
|
| July 4, 2026 |
|
| June 28, 2025 |
|
| Fiscal Year 2025 |
| |||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
| |||
- Held in the United States |
|
| 13.0 |
|
|
| 7.7 |
|
|
| 5.2 |
|
- Held by a foreign subsidiary |
|
| 2.1 |
|
|
| 1.4 |
|
|
| 2.2 |
|
|
|
| 15.1 |
|
|
| 9.1 |
|
|
| 7.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital |
|
| 80.2 |
|
|
| 67.5 |
|
|
| 71.7 |
|
Net cash (used) provided by operating activities |
|
| 12.0 |
|
|
| 1.9 |
|
|
| 8.9 |
|
Change in working capital impact on net cash provided by (used in) operating activities |
|
| 8.8 |
|
|
| (6.9 | ) |
|
| (5.4 | ) |
Net cash (used in) provided by investing activities |
|
| (9.5 | ) |
|
| 1.8 |
|
|
| (0.5 | ) |
Net cash provided by (used in) financing activities |
|
| 5.2 |
|
|
| (9.8 | ) |
|
| (16.3 | ) |
Inventories of $66.0 million at July 4, 2026 increased by $9.6 million, or 17.1%, when compared to $56.3 million at January 3, 2026 and increased $11.8 million, or 21.9%, when compared to $54.1 million at June 28, 2025. Accounts receivable, less allowances, were $36.8 million at July 4, 2026, as compared to $30.1 million at January 3, 2026 and $40.2 million at June 28, 2025.
| 24 |
| Table of Contents |
On October 28, 2025, the Company entered into a credit agreement with the lenders from time to time party thereto, Citizens Bank, N.A., as the administrative agent, as an LC issuer, and as the swing line lender (the “Credit Agreement”). The Credit Agreement replaces the Company’s prior credit facility with TD Bank, N.A., which was repaid using borrowings under the Credit Agreement and terminated on October 28, 2025.. The Credit Agreement established a $100 million five-year senior secured revolving credit facility and provides for the extension of credit to the Company in the form of revolving loans, swing line loans and letters of credit, at any time and from time to time during the term of the Credit Agreement. See Note I, Debt, for additional information regarding the terms of the Credit Agreement, including repayment terms, interest rates, and applicable loan covenants. Under the terms of the Credit Agreement, the Company is subject to restrictive covenants that limit our ability to, among other things, incur additional indebtedness, pay dividends, or make other distributions, and consolidate, merge, sell or otherwise dispose of assets, as well as financial covenants that require us to maintain a maximum senior net leverage ratio and a minimum interest coverage ratio. These covenants may limit how we conduct our business, and in the event of certain defaults, our repayment obligations may be accelerated.
The Company was in compliance with all its covenants under the Credit Agreement as of July 4, 2026 and through the date of filing this Form 10-Q. The Company has $59 million available on its line of credit under the Credit Agreement as of the date of filing this Form 10-Q.
Cash, cash flow from operating activities and funds available under the revolving credit portion of the Credit Agreement are expected to be sufficient to cover future foreseeable working capital requirements in the short-term (i.e., the next 12 months from July 4, 2026) and separately in the long-term (i.e., beyond the next 12 months). However, the Company cannot provide any assurances of the availability of future financing or the terms on which it might be available. In addition, the interest rate on borrowings under the Credit Agreement varies based on our senior net leverage ratio, and the Credit Agreement requires us to maintain a senior net leverage ratio not to exceed 3.50 to 1 and an interest coverage ratio to be not less than 3.00 to 1. A decrease in earnings due to the impact of economic conditions and inflationary pressures or the resulting harm to the financial condition of our customers, or an increase in indebtedness incurred to offset such a decrease in earnings, would have a negative impact on our senior net leverage ratio and our interest coverage ratio, which in turn would increase the cost of borrowing under the Credit Agreement and could cause us to fail to comply with the covenants under the Credit Agreement.
In addition to funding capital requirements, we may use available cash to pay down our indebtedness, to make investments, which may include investments in publicly traded securities, or to make acquisitions that we believe will complement or expand our existing businesses.
As of the end of the second quarter of 2026, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make judgments, estimates and assumptions regarding uncertainties that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. For a full description of our critical accounting estimates, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 2025 Form 10-K. While there have been no material changes to our critical accounting estimates since the filing of the 2025 Form 10-K, we continue to monitor the methodologies and assumptions underlying such critical accounting estimates.
Non-GAAP Financial Measures
The non-GAAP financial measures we provide in this report should be viewed in addition to, and not as an alternative for, results prepared in accordance with GAAP.
To supplement the condensed consolidated financial statements prepared in accordance with GAAP, we have presented Adjusted Net Income from Continuing Operations, Adjusted Earnings Per Share from Continuing Operations, and Adjusted EBITDA from Continuing Operations, 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 income from continuing operations, diluted earnings per share from continuing operations, net (loss) income from discontinued operations, net income (loss) or other measures prescribed by GAAP, and there are limitations to using non-GAAP financial measures.
| 25 |
| Table of Contents |
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. This measure also excludes credit agreement refinancing expenses, when applicable, because we do not believe these expenses are reflective of our ongoing operations. 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. This measure also excludes credit agreement refinancing expenses, when applicable, because we do not believe these expenses are reflective of our ongoing operations. We believe that Adjusted Earnings Per Share from Continuing Operations provides important comparability of underlying operational results, allowing investors and management to assess 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. This measure also excludes credit agreement refinancing expenses, when applicable, because we do not believe these expenses are reflective of our ongoing operations. 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 believe 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, 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 enables our investors to better understand our operating performance and to evaluate the methodology used by management to evaluate and measure such performance.
| 26 |
| Table of Contents |
Reconciliation of Non-GAAP Measures |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Adjusted Net Income from Continuing Operations and Adjusted Earnings per Share from Continuing Operations Calculation | ||||||||||||||||
For the Three and Six Months ended July 4, 2026 and June 28, 2025 |
|
|
|
|
|
|
|
|
|
| ||||||
($000's, except for per share data) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| July 4, 2026 |
|
| June 28, 2025 |
|
| July 4, 2026 |
|
| June 28, 2025 |
| ||||
Net income from continuing operations as reported per generally accepted accounting principles (GAAP) |
| $ | 5,649 |
|
| $ | 2,035 |
|
| $ | 6,289 |
|
| $ | 4,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share from continuing operations as reported under generally accepted accounting principles (GAAP): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | 0.94 |
|
| $ | 0.33 |
|
| $ | 1.04 |
|
| $ | 0.69 |
|
Diluted |
| $ | 0.94 |
|
| $ | 0.33 |
|
| $ | 1.04 |
|
| $ | 0.69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring (a) |
|
| - |
|
|
| 1,822 |
|
|
| - |
|
|
| 1,887 |
|
Bargain purchase gain |
|
| (6,529 | ) |
|
| - |
|
|
| (6,529 | ) |
|
| - |
|
Acquisition related transaction costs |
|
| 192 |
|
|
| - |
|
|
| 192 |
|
|
| - |
|
Acquired Inventory Step up adjustment |
|
| 92 |
|
|
| - |
|
|
| 92 |
|
|
| - |
|
Non-GAAP tax impact of adjustments (1) |
|
| 1,521 |
|
|
| (385 | ) |
|
| 1,521 |
|
|
| (398 | ) |
Total adjustments (Non-GAAP) |
|
| (4,724 | ) |
|
| 1,437 |
|
|
| (4,724 | ) |
|
| 1,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income from continuing operations (Non-GAAP) |
| $ | 925 |
|
| $ | 3,472 |
|
| $ | 1,565 |
|
| $ | 5,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted earnings per share from continuing operations (Non-GAAP): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | 0.15 |
|
| $ | 0.57 |
|
| $ | 0.26 |
|
| $ | 0.93 |
|
Diluted |
| $ | 0.15 |
|
| $ | 0.57 |
|
| $ | 0.26 |
|
| $ | 0.93 |
|
(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) consists of personnel related and facility costs
| 27 |
| Table of Contents |
Reconciliation of Non-GAAP Measures | |||||||
Adjusted EBITDA Calculation | |||||||
For the Three and Six Months ended July 4, 2026 and June 28, 2025 | |||||||
($000's) |
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| July 4, 2026 |
|
| June 28, 2025 |
|
| July 4, 2026 |
|
| June 28, 2025 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income from continuing operations as reported per generally accepted accounting principles (GAAP) |
| $ | 5,649 |
|
| $ | 2,035 |
|
| $ | 6,289 |
|
| $ | 4,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| 581 |
|
|
| 637 |
|
|
| 1,109 |
|
|
| 1,331 |
|
Provision for income taxes |
|
| 1,855 |
|
|
| 546 |
|
|
| 2,026 |
|
|
| 1,125 |
|
Depreciation and amortization |
|
| 1,589 |
|
|
| 1,695 |
|
|
| 3,209 |
|
|
| 3,178 |
|
Restructuring (a) |
|
| - |
|
|
| 1,822 |
|
|
| - |
|
|
| 1,887 |
|
Bargain purchase gain |
|
| (6,529 | ) |
|
| - |
|
|
| (6,529 | ) |
|
| - |
|
Acquisition related transaction costs |
|
| 192 |
|
|
| - |
|
|
| 192 |
|
|
| - |
|
Acquired Inventory Step up Adjustment |
|
| 92 |
|
|
| - |
|
|
| 92 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA from continuing operations (non-GAAP) |
| $ | 3,429 |
|
| $ | 6,735 |
|
| $ | 6,388 |
|
| $ | 11,724 |
|
(a) consists of personnel related and facility costs
| 28 |
| Table of Contents |
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a result of the Company’s status as a smaller reporting company pursuant to Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not required to provide information under this Item 3.
ITEM 4 – CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
As of July 4, 2026, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (the “CEO”) and the Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) pursuant to Exchange Act Rule 13a-15. As defined in Exchange Act Rules 13a-15(e) and 15d-15(e), “the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.”
The Company believes that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the CEO and CFO have concluded that these controls and procedures are effective at the “reasonable assurance” level as of July 4, 2026.
Changes in Internal Control Over Financial Reporting:
During the period covered by this Form 10-Q, there were no changes in the Company's internal control over financial reporting that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 29 |
| Table of Contents |
PART II – OTHER INFORMATION
ITEM 1 – LEGAL PROCEEDINGS
The Company is a party to various legal proceedings from time to time related to its normal business operations. As of the end of the quarter ended July 4, 2026, the Company does not have any material pending legal proceedings, other than as set forth in Part I, Item 3, Legal Proceedings, of the 2025 Form 10-K, or any material legal proceedings known to be contemplated by governmental authorities.
ITEM 1A – RISK FACTORS
The Company’s business is subject to several risks, some of which are beyond its control. In addition to the other information set forth in this Form 10-Q, the Company’s shareholders should carefully consider the risk factors discussed in Part I, Item 1A, Risk Factors, of the 2025 Form 10-K. These risk factors could have a material adverse effect on the Company’s business, results of operations, financial condition and/or liquidity and could cause our operating results to vary significantly from period to period. As of July 4, 2026, there have been no material changes to the risk factors disclosed in the 2025 Form 10-K. The Company may disclose changes to such risk factors or disclose additional risk factors from time to time in its future filings with the SEC. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its business, financial condition, or operating results.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On April 30, 2025, the Board approved a share repurchase program authorizing the Company to repurchase up to 400,000 shares of the Company’s common stock over a five-year term expiring in April 2030. The Company’s share repurchase program does not obligate it to acquire the Company’s common stock at any specific cost per share. Under this program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Below is a summary of the Company’s share repurchases during the second quarter of 2026 under the share repurchase program.
Period |
| Total Number of Shares Purchased |
|
| Average Price Paid Per Share |
|
| Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
| Maximum Number of Shares that may yet be Purchased Under the Plans or Programs |
| ||||
April 5, 2026 – May 2, 2026 |
|
| 4,407 |
|
| $ | 20.99 |
|
|
| 4,407 |
|
|
| 271,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 3, 2026 – May 30, 2026 |
|
| 15,122 |
|
|
| 20.70 |
|
|
| 15,122 |
|
|
| 256,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 31, 2026 – July 4, 2026 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 256,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
| 19,529 |
|
| $ | 20.76 |
|
|
| 19,529 |
|
|
| 256,275 |
|
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.
| 30 |
| Table of Contents |
ITEM 5 – OTHER INFORMATION
(a) None.
(b) None.
(c) During the second quarter of 2026, no director or officer of the Company adopted or terminated a “10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6 – EXHIBITS
|
|
|
|
|
|
|
|
|
|
101) | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2026 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended July 4, 2026 and June 28, 2025; (ii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended July 4, 2026, and June 28, 2025; (iii) Condensed Consolidated Balance Sheets (Unaudited) as of July 4, 2026 and January 3, 2026; (iv) Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) for the six months ended July 4, 2026 and June 28, 2025; (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended July 4, 2026 and June 28, 2025 and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited) (submitted herewith). |
|
|
104) | Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101). |
| 31 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THE EASTERN COMPANY |
|
| (Registrant) |
|
|
|
|
DATE: August 11, 2026 | /s/ Ryan Schroeder |
|
| Ryan Schroeder President and Chief Executive Officer |
|
|
|
|
DATE: August 11, 2026 | /s/ Nicholas Vlahos |
|
| Nicholas Vlahos Vice President and Chief Financial Officer |
|
| 32 |
EXHIBIT 31.1
CERTIFICATIONS
I, Ryan Schroeder, certify that:
|
| 1. | I have reviewed this Quarterly Report on Form 10-Q of The Eastern Company. |
|
|
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
|
|
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
| Dated: August 11, 2026 |
|
|
|
|
|
|
| /s/ Ryan Schroeder |
|
|
| Ryan Schroeder |
|
|
| Chief Executive Officer |
|
EXHIBIT 31.2
CERTIFICATIONS
I, Nicholas Vlahos, certify that:
|
| 1. | I have reviewed this Quarterly Report on Form 10-Q of The Eastern Company. |
|
|
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
|
|
|
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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| Dated: August 11, 2026 |
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| /s/ Nicholas Vlahos |
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| Nicholas Vlahos |
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| Chief Financial Officer |
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EXHIBIT 32
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
Pursuant to 18 United States Code Section 1350,
as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Ryan Schroeder, the Chief Executive Officer of The Eastern Company (the “Company”) and Nicholas Vlahos, the Chief Financial Officer of the Company, hereby certify that, to the best of their knowledge:
| 1) | the Company’s Quarterly Report on Form 10-Q for the period ended July 4, 2026, and to which this certification is attached as Exhibit 32 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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| 2) | the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
In witness whereof, the undersigned have set their hands hereto as of the 11th day of August 2026.
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| By: | /s/ Ryan Schroeder |
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| Ryan Schroeder Chief Executive Officer |
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| By: | /s/ Nicholas Vlahos |
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| Nicholas Vlahos Chief Financial Officer |
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A signed original of this written statement required by Section 906 has been provided to The Eastern Company and will be retained by The Eastern Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification “accompanies” the Form 10-Q to which it relates, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q, irrespective of any general incorporation language contained in such filing).