SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
The Eastern Company
(Exact name of Registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its June 29, 2000 Current Report on
Form 8-K as set forth in the pages attached hereto:
Item 7 - Financial statements and Exhibits
(a) Financial Statement of Business Acquired
(b) Pro Forma Combined Profit and Loss Statement at January 1, 2000 and
July 1, 2000
(c) Exhibits
(1) Form 10Q Dated July 1, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
The Eastern Company
-------------------
(Registrant)
Date: September 12, 2000 By: /s/John L. Sullivan III
-----------------------
John L. Sullivan III
Vice President, Secretary and Treasurer
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired
The audited consolidated balance sheets of Greenwald
Industries Inc. and Subsidiary as of December 31, 1999 and
1998 and the related consolidated statements of operations,
shareholder's equity and cash flows for the years then ended
are included herein.
The unaudited condensed consolidated statements of operations
of Greenwald Industries Inc. and Subsidiary for the six months
ended June 29, 2000 and June 30, 1999 are also included
herein.
An unaudited condensed consolidated balance sheet of Greenwald
Industries Inc. and Subsidiary as of June 29, 2000 has not
been presented since the acquisition of Greenwald Industries
Inc. and Subsidiary was reflected in The Eastern Company's
condensed consolidated balance sheet as of July 1, 2000, as
reported in the Registrant's Quarterly Report on Form 10-Q/A
No. 1 and referred to below under Exhibits.
(b) Pro forma financial information
The unaudited pro forma combined statements of operations of
The Eastern Company and Greenwald Industries Inc. and
Subsidiary for the six months ended July 1, 2000 and for the
year ended January 1, 2000 are included herein.
An unaudited pro forma condensed consolidated balance sheet
has not been presented, since the acquisition of Greenwald
Industries Inc. and Subsidiary was reflected in The Eastern
Company's condensed consolidated balance sheet as of July 1,
2000, as reported in the Registrant's Quarterly Report on Form
10-Q/A No. 1 and incorporated herein by reference and referred
to below under Exhibits.
(c) Exhibits:
Form 10Q/A No. 1, filed on September 12, 2000 as amended to
reflect changes made to Note D.
<PAGE>
Greenwald Industries Inc. and Subsidiary
Financial Statements
As of December 31, 1999 and 1998
Together with Report of Independent Public Accountants
<PAGE>
Report of Independent Public Accountants
To the Board of Directors and Shareholder of
Greenwald Industries Inc.:
We have audited the accompanying consolidated balance sheets of Greenwald
Industries Inc. (a Delaware corporation) and subsidiary as of December 31, 1999
and 1998, and the related consolidated statements of operations, shareholder's
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Greenwald Industries Inc. and
subsidiary as of December 31, 1999 and 1998, and the results of their operations
and their cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States.
/s/ARTHUR ANDERSEN LLP
----------------------
Arthur Anderson LLP
Stamford, Connecticut
March 20, 2000
<PAGE>
Greenwald Industries Inc. and Subsidiary
Consolidated Balance Sheets
As of December 31, 1999 and 1998
(in thousands, except share amounts)
<TABLE>
<CAPTION>
ASSETS 1999 1998
------ ---- ----
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 500 $ 433
Accounts receivable, less allowance for doubtful accounts of $35 in 1999
and 1998 2,391 1,950
Inventories 2,647 2,776
Prepaid expenses and other current assets 113 108
------- -------
Total current assets 5,651 5,267
PROPERTY AND EQUIPMENT, net 3,337 3,229
GOODWILL 1,789 1,856
------- -------
Total assets $10,777 $10,352
======= =======
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 160 $ 147
Accounts payable 585 638
Accrued liabilities 1,061 1,186
------- -------
Total current liabilities 1,806 1,971
LONG-TERM DEBT 832 992
OTHER LIABILITIES 57 89
DUE TO PARENT 167 742
COMMITMENTS
SHAREHOLDER'S EQUITY:
Common stock and paid in capital; no par value; 1,000 shares authorized;
100 shares issued and outstanding at December 31, 1999 and 1998 603 603
Retained earnings 7,312 5,955
------- -------
Total shareholder's equity 7,915 6,558
------- -------
Total liabilities and shareholder's equity $10,777 $10,352
======= =======
</TABLE>
The accompanying notes to financial statements are an integral part of these
financial statements.
<PAGE>
Greenwald Industries Inc. and Subsidiary
Consolidated Statements of Operations
For the Years Ended December 31, 1999 and 1998
(in thousands)
1999 1998
---- ----
REVENUES $17,429 $16,516
COST OF REVENUES 11,249 10,899
------- -------
Gross profit 6,180 5,617
------- -------
OPERATING EXPENSES:
General and administrative 1,522 1,648
Sales and marketing 972 771
Research and development 1,254 687
Amortization 68 97
------- -------
Total operating expenses 3,816 3,203
------- -------
INCOME FROM OPERATIONS 2,364 2,414
INTEREST AND OTHER EXPENSE, net 103 124
------- -------
2,261 2,290
PROVISION IN LIEU OF TAXES 904 916
------- -------
NET INCOME $ 1,357 $ 1,374
======= =======
The accompanying notes to financial statements are an integral part of these
financial statements.
<PAGE>
Greenwald Industries Inc. and Subsidiary
Consolidated Statements of Shareholder's Equity
For the Years Ended December 31, 1999 and 1998
(in thousands, except share amounts)
<TABLE>
<CAPTION>
Common Stock
And Paid in Capital Total
-------------------- Retained Shareholder's
Shares Amount Earnings Equity
------ ------ -------- ------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1997 100 $603 $4,581 $5,184
Net income - - 1,374 1,374
--- ---- ------ ------
BALANCE AT DECEMBER 31, 1998 100 603 5,955 6,558
Net income - - 1,357 1,357
--- ---- ------ ------
BALANCE AT DECEMBER 31, 1999 100 $603 $7,312 $7,915
</TABLE>
The accompanying notes to financial statements are an integral part of these
financial statements.
<PAGE>
Greenwald Industries Inc. and Subsidiary
Consolidated Statements of Cash Flows
For the Years Ended December 31, 1999 and 1998
(in thousands)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,357 $ 1,374
Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization 382 381
Provision in lieu of taxes 904 916
Changes in assets and liabilities:
Accounts receivable (441) 191
Inventories 129 (265)
Prepaid expenses and other assets (5) (73)
Accounts payable (53) 58
Accrued liabilities 25 18
Other liabilities (32) (35)
------- -------
Net cash provided by operating activities 2,266 2,565
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (423) (210)
Acquisition of Intellicard (150) (312)
------- -------
Net cash used for investing activities (573) (522)
CASH FLOWS FROM FINANCING ACTIVITIES: ------- -------
Repayment of note payable (147) (133)
Intercompany account with parent company (1,479) (1,805)
------- -------
Net cash used for financing activities (1,626) (1,938)
NET INCREASE IN CASH AND CASH EQUIVALENTS 67 105
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 433 328
------- -------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 500 $ 433
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW:
Cash paid for interest $ 99 $ 114
======= =======
</TABLE>
The accompanying notes to financial statements are an integral part of these
financial statements.
<PAGE>
1. ORGANIZATION AND OPERATIONS OF THE COMPANY
------------------------------------------
Greenwald Industries Inc. ("Greenwald" or the "Company"), a designer and
manufacturer of coin meter systems primarily used in the commercial laundry
appliance industry, is a wholly owned subsidiary of PubliCARD, Inc.
("PubliCARD"). Through its subsidiary company, Greenwald Intellicard, Inc.,
("Greenwald Intellicard"), the Company provides smart cards, smart card readers,
value transfer stations, card management software and machine interface boards
for the commercial laundry appliance industry.
The Company was acquired by PubliCARD in 1990 in a transaction accounted for as
a purchase. The resulting purchase accounting adjustments, consisting primarily
of goodwill, are included in the financial statements of the Company. In March
2000, the Board of Directors of PubliCARD, Greenwald's parent company, adopted a
plan of disposition, pursuant to which it will dispose of its non-core
operations including Greenwald and Greenwald Intellicard.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements include the accounts of Greenwald and its
majority-owned subsidiary. All significant intercompany transactions are
eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents consist of short-term highly liquid investments
purchased with original maturities of three months or less.
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to a concentration of
credit risk consist of cash, cash equivalents and accounts receivable. The
Company places its cash and cash equivalents with high credit quality financial
institutions. The Company's accounts receivable are derived from revenue earned
from customers located principally in the U.S. The Company performs ongoing
credit evaluations of its customers' financial condition and, generally,
requires no collateral from its credit customers. The Company maintains an
allowance for doubtful accounts based upon the expected collectibility of all
accounts receivable. At December 31, 1999 and 1998, the top five customers
accounted for approximately 42% and 45% of total accounts receivable,
respectively.
Ten customers accounted for 58% and 53% of the Company's revenues for the years
ended December 31, 1999 and 1998, respectively.
<PAGE>
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market and
includes materials, labor and manufacturing overhead costs.
Depreciation and amortization
Depreciation and amortization is computed using the straight-line method over
the estimated useful lives of the assets, generally three to seven years for
machinery and equipment, five to seven years for office equipment and furniture
and 7-39 years for building and building improvements.
Goodwill is the excess of the purchase price and related costs over the value
assigned to the net tangible assets of the businesses acquired. Goodwill is
amortized on a straight-line basis over periods ranging from ten to forty years.
Accumulated amortization was $494,000 and $427,000 as of December 31, 1999 and
1998, respectively. At each balance sheet date, the Company evaluates the
realizability of goodwill based upon expectations of non-discounted cash flows
and operating income. Based upon its most recent analysis, the Company believes
that no impairment of goodwill exists at December 31, 1999.
Revenue Recognition
Revenues from product sales are recognized at the time the product is shipped to
the customer, with provisions established for estimated product returns and
allowances. Anticipated costs related to product warranties are charged to
expense as sales are recognized. The Company has not experienced significant
warranty claims to date.
Research and Development
Research and development costs are expensed as incurred and consist primarily of
payroll costs, other direct expenses and overhead.
Software Development Costs
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 86,
"Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise
Marketed", the Company capitalizes eligible computer software development costs
upon the establishment of technological feasibility, which it has defined as
completion of a working model. To date, the amount of costs eligible for
capitalization, after consideration of factors such as realizable value, were
not material and, accordingly, all software development costs have been charged
to research and development in the accompanying statements of operations.
<PAGE>
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", subsequently
amended by SFAS No. 137, which is effective for all fiscal quarters of fiscal
years beginning after June 15, 2000. SFAS No. 133 requires that all derivative
financial instruments, such as interest rate swap contracts and foreign exchange
contracts, be recognized in the financial statements and measured at fair value
regardless of the purpose of intent for holding them. Changes in the fair value
of derivative financial instruments are either recognized periodically in income
or stockholder's equity, depending on whether the derivative is being used to
hedge changes in fair value or cash flows. The adoption of SFAS No.133 is not
expected to have a material effect on the Company's financial statements.
3. BALANCE SHEET COMPONENTS - in thousands
---------------------------------------
December 31
1999 1998
Inventories, net:
Raw materials $ 1,593 $ 1,758
Work-in-progress 173 214
Finished goods 881 804
------- -------
$ 2,647 $ 2,776
======= =======
Property and equipment:
Land $ 234 $ 234
Buildings and improvements 2,404 2,377
Furniture and fixtures 190 151
Machinery and equipment 2,154 1,796
------- -------
4,982 4,558
Less: Accumulated depreciation
and amortization (1,645) (1,329)
------- -------
$ 3,337 $ 3,229
======= =======
4. ACQUISITION
In February 1998, the Company purchased, through a joint venture arrangement in
Greenwald Intellicard, the assets and intellectual property of Intellicard
Systems, Ltd. The initial cash investment in Greenwald Intellicard, all of which
was provided by the Company, was $312,000. The Company had two fixed price
options aggregating $150,000 plus 66,333 shares of PubliCARD common stock to
increase its ownership to 100%. The Company exercised the first option in
February 1999 thereby increasing its ownership interest to 65%. In February
2000, the Company purchased the remaining minority interest in Greenwald
Intellicard by exercising the second option. Since the Company funded all of
Greenwald Intellicard operations and losses, it intended to exercise the
purchase options, its venture partner had limited financial resources and it had
significant managerial and financial influence, the operations of Greenwald
Intellicard have been consolidated with the Company's since inception of the
joint venture.
<PAGE>
5. DEBT
In December 1995, the Company entered into a $1,600,000 note payable in
connection with the purchase of a building and land in Chester, Connecticut. The
note amortizes on a 120 month straight-line basis, is secured by the building
and land and bears a 9% interest rate.
The annual maturities of the Company's long-term debt are as follows (in
thousands):
Year
2000 $160
2001 176
2002 192
2003 210
2004 230
Thereafter 24
----
$992
====
6. COMMITMENTS
-----------
Leases
------
The Company leases equipment under various capital and operating leases which
expire in year 2000. As of December 31, 1999, the future minimum lease payments
under capital and operating leases were $13,000 and $5,000, respectively. The
present value of the minimum lease payments under capital leases were $12,000
with an average interest rate of 9%. Rent expense for the years ended December
31, 1999 and 1998, was $67,000 and $81,000, respectively.
7. INCOME TAXES
------------
The Company's taxable income is included in the consolidated income tax returns
of PubliCARD. The charge in lieu of taxes in the accompanying financial
statements reflects the income tax provision for the Company as if it were
prepared on a stand-alone basis. The resulting liability is included in due to
parent; the temporary differences are not significant.
8. EMPLOYEE BENEFIT PLANS
----------------------
Company employees participate in a 401(k) defined contribution plan sponsored by
PubliCARD. Employer contributions were $60,000 and $56,000 under this plan for
the years ended December 31, 1999 and 1998, respectively.
<PAGE>
GREENWALD INDUSTRIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Six Months Ended
June 29, 2000 June 30, 1999
------------- -------------
Net sales $ 8,793,003 $ 8,548,776
Other income 23,076 50,580
------------- -----------
Total 8,816,079 8,599,356
Cost of products sold 6,443,331 6,006,979
------------- -----------
2,372,748 2,592,377
Selling and administrative expenses 1,224,652 1,294,002
Interest expense 64,508 106,359
Goodwill amortization 31,260 37,028
------------- -----------
Income before income taxes 1,052,328 1,154,988
Income taxes 420,931 461,995
------------- -----------
Net income $ 631,397 $ 692,993
============= ===========
Basis of Presentation
The accompanying condensed consolidated statements of operations for the six
months ended June 29, 2000 and June 30, 1999 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
such 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. Refer to the audited consolidated financial
statements of Greenwald Industries Inc. and Subsidiary for 1999 and 1998
included elsewhere herein for additional information.
<PAGE>
The Eastern Company and Subsidiaries
Unaudited Pro Forma Combined Financial Information
The following unaudited pro forma combined financial information has been
derived from historical financial statements of The Eastern Company (Eastern),
and Greenwald Industries Inc. and Subsidiary (Greenwald) for the periods
indicated.
The unaudited pro forma combined financial information gives effect to the
transaction using the purchase method of accounting for business combinations
and is based upon the assumptions and adjustments described in the accompanying
notes to the unaudited pro forma combined financial information presented on the
following pages.
The pro forma adjustments do not reflect any operation efficiencies and cost
savings that Eastern may achieve with respect to the combined entities. The pro
forma adjustments do not include any adjustments to historical revenues for any
future price changes nor any adjustments to operating, marketing and general and
administrative expenses for any future operating changes.
The unaudited pro forma combined results are not necessarily indicative of the
operating results that would have occurred had the transaction been consummated
at the beginning of the periods presented, for which such acquisition has been
given effect. In addition, the unaudited pro forma combined results are not
necessarily indicative of the combined results of future operations.
<PAGE>
THE EASTERN COMPANY AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF INCOME (UNAUDITED)
Year Ended January 1, 2000
<TABLE>
<CAPTION>
Historical Pro Forma Pro Forma
Eastern Greenwald (1) Adjustments Combined
------- --------------- ----------- --------
<S> <C> <C> <C> <C>
Net sales $74,678,420 $17,429,000 $92,107,420
Other income 296,985 115,000 411,985
----------- ----------- -----------
Total 74,975,405 17,544,000 92,519,405
Cost of products sold 52,456,972 12,503,000 289,000 (2) 65,248,972
----------- ----------- ----------- -----------
22,518,433 5,041,000 289,000 27,270,433
Selling and administrative expenses 11,975,508 2,494,000 14,469,508
Interest expense 645,991 218,000 1,852,000 (3) 2,715,991
Goodwill amortization 2,923 68,000 597,000 (4) 667,923
----------- ----------- ------------ -----------
Income before income taxes 9,894,011 2,261,000 (2,738,000) 9,417,011
Income taxes 3,356,079 904,000 (1,095,000) (5) 3,165,079
----------- ----------- ------------ -----------
Net income $ 6,537,932 $ 1,357,000 $(1,643,000) $6,251,932
=========== =========== ============ ===========
Earnings per Share
Basic $1.80 $0.37 ($0.45) $1.72
Diluted $1.75 $0.36 ($0.44) $1.67
</TABLE>
[FN]
(1) Certain amounts have been reclassified to conform to Eastern's presentation.
(2) To adjust depreciation expense based on the estimated fair market value of
plant and equipment acquired.
(3) To adjust interest expense based on 9% on borrowings to fund the purchase
price (including the amortization of deferred debt costs).
(4) To adjust goodwill amortization expense for the excess of the cost of the
Greenwald acquisition over the fair value of the net assets acquired on a
straight line basis over 15 years.
(5) To record the effects on income taxes related to pro forma adjustments using
a 40% tax rate.
</FN>
<PAGE>
THE EASTERN COMPANY AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF INCOME (UNAUDITED)
Six Months Ended July 1, 2000
<TABLE>
<CAPTION>
Historical
Pro Forma Pro Forma
Eastern Greenwald Adjustments Combined
------- --------- ----------- --------
<S> <C> <C> <C> <C>
Net sales $40,539,036 $ 8,793,003 $ 49,332,039
Other income 117,824 23,076 140,900
Total 40,656,860 8,816,079 49,472,939
Cost of products sold 29,116,959 6,443,331 137,575 (1) 35,697,865
---------- ----------- ----------- -----------
11,539,901 2,372,748 137,575 13,775,074
Selling and administrative expenses 6,333,939 1,224,652 7,558,591
Interest expense 367,709 64,508 970,492 (2) 1,402,709
Goodwill Amortization 26,286 31,260 300,991 (3) 358,537
---------- ----------- ----------- -----------
Income before income taxes 4,811,967 1,052,328 (1,409,058) 4,455,237
Income taxes 1,608,037 420,931 (563,623) (4) 1,465,345
---------- ----------- ----------- -----------
Net income $ 3,203,930 $ 631,397 $(845,435) $ 2,989,892
=========== =========== ========= ============
Earnings per Share
Basic $0.88 $0.17 ($0.23) $0.82
Diluted $0.87 $0.17 ($0.23) $0.81
</TABLE>
[FN]
(1) To adjust depreciation expense based on the estimated fair market value of
Plant and equipment acquired.
(2) To adjust interest expense based on 9% on borrowings to fund the purchase
price (including the amortization of deferred debt costs).
(3) To adjust goodwill amortization expense for the excess of the cost of the
Greenwald acquisition over the fair value of the net assets acquired on a
straight line basis over 15 years.
(4) To record the effects on income taxes related to pro forma adjustments
using a 40% tax rate.
</FN>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED JULY 1, 2000
------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM ____ to____ .
Commission File Number 0-599
THE EASTERN COMPANY
-------------------
(Exact Name of Registrant as specified in its charter)
Connecticut 06-0330020
----------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
112 Bridge Street, Naugatuck, Connecticut 06770
----------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(203) 729-2255
--------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No__.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of
JULY 1, 2000
------------
Common Stock, No par value 3,634,148
-1-
<PAGE>
PART I
FINANCIAL INFORMATION
THE EASTERN COMPANY
ITEM I CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
------
<TABLE>
<CAPTION>
ASSETS
------
July 1, 2000 January 1, 2000
------------ ---------------
CURRENT ASSETS
--------------
<S> <C> <C>
Cash and cash equivalents 3,987,423 5,940,190
Accounts receivable, less allowances:
2000 - $533,000; 1999 - $526,000 11,675,011 9,321,653
Inventories 16,327,999 14,040,263
Prepaid expenses and other 3,160,322 2,645,506
---------- ----------
Total Current Assets 35,150,755 31,947,612
--------------------
Property, plant and equipment 39,823,177 29,124,833
Accumulated depreciation (14,040,662) (12,759,995)
---------- ----------
25,782,515 16,364,838
Prepaid pension cost 5,062,224 4,980,689
Goodwill, less accumulated amortization 11,840,771 7,023
Other assets, less accumulated amortization 2,883,512 1,594,230
---------- ----------
$ 80,719,777 $ 54,894,392
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
-------------------
Accounts payable 5,321,853 3,467,058
Accrued compensation 1,502,209 1,903,804
Other accrued expenses 840,462 1,570,009
Current portion of long-term debt 2,100,057 272,367
---------- ----------
Total Current Liabilities 9,764,581 7,213,238
------------------------
Deferred federal income taxes 2,927,000 2,927,000
Long-term debt 29,608,958 8,565,027
Accrued postretirement benefits 2,789,314 2,789,314
Shareholders' Equity
--------------------
Voting Preferred Stock, no par value:
Authorized and unissued: 1,000,000 shares
Nonvoting Preferred Stock, no par value:
Authorized and unissued: 1,000,000 shares
Common Stock, No Par Value:
Authorized: 25,000,000 shares
Issued: 3,634,148 shares in 2000 and 3,647,942 shares in 1999;
excluding shares held in treasury of 1,650,726 in 2000 and
1,621,572 in 1999 882,313 1,154,147
2000-1,650,726; 1999-1,621,572
Preferred Stock, No Par Value
Authorized shares - 2,000,000
(No shares issued)
Retained earnings 35,578,448 33,175,227
Unearned compensation (211,406) (211,406)
Accumulated other comprehensive loss - translation adjustment (619,431) (718,155)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 35,629,924 33,399,813
---------- ----------
$ 80,719,777 $ 54,894,392
========== ==========
</TABLE>
See accompanying notes.
-2-
<PAGE>
THE EASTERN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 40,539,036 $ 39,413,320 $ 20,324,617 $ 20,029,666
Other income 117,824 146,238 54,616 74,987
---------- ---------- ---------- ----------
40,656,860 39,559,558 20,379,233 20,104,653
Cost of products sold 29,143,245 28,503,358 14,634,491 14,516,502
---------- ---------- ---------- ----------
11,513,615 11,056,200 5,744,742 5,588,151
Selling and administrative expenses 6,333,939 6,036,214 3,018,095 2,993,536
Interest expense 367,709 325,686 190,409 167,304
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 4,811,967 4,694,300 2,536,238 2,427,311
Income taxes 1,608,037 1,653,644 840,770 849,402
---------- ---------- ---------- ----------
NET INCOME 3,203,930 3,040,656 1,695,468 1,577,909
========== ========== ========== ==========
Net income per share:
Basic $ 0.88 $ 0.84 $ 0.47 $ 0.44
Diluted $ 0.87 $ 0.81 $ 0.46 $ 0.42
Cash dividends per share $ 0.22 $ 0.21 $ 0.11 $ 0.11
</TABLE>
See accompanying notes.
-3-
<PAGE>
THE EASTERN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
July 1, 2000 July 3, 1999
------------ ------------
OPERATING ACTIVITIES:
<S> <C> <C>
Net income 3,203,930 3,040,656
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,538,309 1,438,783
(Gain) loss on sales of equipment and other assets (232) 254
Postretirement benefits other than pensions - 25,000
Provision for doubtful accounts 6,817 73,092
Issuance of Common Stock for directors' fees 51,596 38,222
Changes in operating assets and liabilities:
Accounts receivable (1,486,857) (1,709,040)
Inventories 935,032 550,017
Prepaid expenses and other (511,361) (13,883)
Prepaid pension cost (81,535) (1,433)
Other Assets (106,347) (91,799)
Accounts payable 1,183,064 477,859
Accrued compensation and other expenses 994,350 (787,818)
---------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 5,726,766 3,039,910
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment (1,983,412) (1,942,402)
Business acquisitions (27,497,006) -
Other 12,880 (33)
---------- ----------
NET CASH USED BY INVESTING ACTIVITIES (29,467,538) (1,942,435)
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 29,509,694 2,471,030
Principal payments on long-term debt (6,635,141) (2,132,930)
Proceeds from sales of Common Stock 93,009 333,349
Purchases of Common Stock for treasury (416,439) (481,923)
Dividends paid (800,711) (769,819)
---------- ----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 21,750,412 (580,293)
Effect of exchange rate changes on cash 37,593 11,067
---------- ----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,952,767) 528,249
Cash and Cash Equivalents at Beginning of Period 5,940,190 4,789,901
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,987,423 $ 5,318,150
=========== ===========
</TABLE>
See accompanying notes.
-4-
<PAGE>
THE EASTERN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net income 3,203,930 3,040,656 1,695,468 1,577,909
Other comprehensive income --
Foreign currency translation 98,724 91,315 129,521 91,514
---------- ---------- ---------- ----------
Comprehensive income 3,302,654 3,131,971 1,824,989 1,669,423
========== ========== ========== ==========
</TABLE>
See accompanying notes.
-5-
<PAGE>
THE EASTERN COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 1, 2000
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 do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. Refer to the Company's
consolidated financial statements and notes thereto included in its Form 10-K
for the year ended January 1, 2000 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 such 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.
The condensed balance sheet as of January 1, 2000 has been derived from the
audited consolidated balance sheet at that date.
Note B - Earnings Per Share
---------------------------
The denominators used in the earnings per share computations follow:
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Basic:
Weighted average shares outstanding 3,644,916 3,651,911 3,636,623 3,651,688
Contingent shares outstanding (18,750) (30,000) (18,750) (30,000)
--------- --------- --------- ---------
Denominator for basic earnings per share 3,626,166 3,621,911 3,617,873 3,621,688
========= ========= ========= =========
Diluted:
Weighted average shares outstanding 3,644,916 3,651,911 3,636,623 3,651,688
Contingent shares outstanding (18,750) (30,000) (18,750) (30,000)
Dilutive stock options 55,757 122,923 28,422 117,824
--------- --------- --------- ---------
Denominator for diluted earnings per share 3,681,923 3,744,834 3,646,295 3,739,512
========= ========= ========= =========
</TABLE>
-6-
<PAGE>
THE EASTERN COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 1, 2000
Note C - Segment Information
----------------------------
Segment financial information follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
July 1, 2000 July 3, 1999 July 1, 2000 July 3, 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Sales to unaffiliated customers:
Industrial Hardware $17,771,225 $14,172,968 $ 9,428,499 $ 7,426,231
Custom Locks 11,457,136 12,082,354 5,913,542 6,248,462
Metal Products 11,310,675 13,157,998 4,982,576 6,354,973
----------- ----------- ----------- -----------
40,539,036 39,413,320 20,324,617 20,029,666
General corporate 117,824 146,238 54,616 74,987
----------- ----------- ----------- -----------
$40,656,860 $39,559,558 $20,379,233 $20,104,563
=========== =========== =========== ===========
Income Before Income Taxes:
Industrial Hardware $ 2,888,681 $ 2,370,602 $ 1,481,936 $ 1,270,424
Custom Locks 1,428,559 1,983,029 757,932 1,021,954
Metal Products 1,764,245 1,792,906 776,058 855,189
----------- ----------- ----------- -----------
Operating Profit 6,081,485 6,146,537 3,015,926 3,147,567
General corporate expenses (901,809) (1,126,551) (289,279) (552,952)
Interest expense (367,709) (325,686) (190,409) (167,304)
----------- ----------- ----------- -----------
$ 4,811,967 $ 4,694,300 $ 2,536,238 $ 2,427,311
=========== =========== =========== ===========
</TABLE>
Note D - Business Acquisitions
------------------------------
Effective June 29, 2000 the Company acquired the assets and businesses and
assumed certain liabilities of Greenwald Industries, Inc. and Greenwald
Intellicard, Inc (the Greenwald businesses). The Greenwald businesses design
and manufacture in meter systems and provide smart cards, smart card readers,
value transfer stations, card management software and interface boards
primarily for the commercial laundry industry. The cost of the acquisition of
the Greenwald businesses was $22,500,000, plus the assumption of approximately
$1,017,000 of current liabilities. The purchase price of the Greenwald
businesses is subject to a final audit of the businesses' statement of net
assets.
Effective February 1, 2000 and April 6, 2000 the Company also acquired all the
issued and outstanding Common Stock of Ashtabula Industrial Hardware Co.
(Ashtabula) and two product lines from Hansen International Inc. (Hansen),
respectively. Ashtabula produces proprietary hardware for school and courtesy
bus doors. The Hansen product lines produce proprietary locks to secure the
lids of toolboxes that are installed in the beds of pickup trucks and other
vehicles. The cost of these two acquisitions was approximately $4,000,000.
-7-
<PAGE>
The above acquisitions have been accounted for using the purchase method. The
acquired businesses are included in the consolidated operating results of the
Company from their date of acquisition. The excess of the cost of the acquired
businesses over the fair market value of the net assets acquired has been
allocated to goodwill that is being amortized by the straight-line method over
15 years.
Neither the actual results nor the pro forma effects of the acquisitions of
Ashtabula or Hansen are material to the Company's financial statements. Pro
forma results for the Greenwald businesses, which assume the Greenwald
businesses were acquired January 2, 1999, follow:
Six Months Ended
July 1, 2000 July 3, 1999
------------ ------------
Net sales $49,332,039 $47,962,096
Net income 2,989,892 2,908,775
Per share:
Basic $0.82 $0.80
Diluted $0.81 $0.78
Note E - Debt
-------------
In the second quarter of fiscal 2000, the Company entered into an unsecured
loan agreement (the Loan Agreement) with a financial institution. Under the
term portion of the Loan Agreement the Company borrowed $25,000,000 which is
payable in quarterly principal payments of $625,000 beginning on October 2,
2000. The quarterly principal payments increase annually up to $1,000,000 with
a final principal payment due at maturity on July 1, 2005 of $8,000,000. The
Company maintains an interest rate swap contract, with the lender, for
$15,000,000 reduced on a quarterly basis beginning October 2, 2000 in
accordance with the principal repayment schedule of the term portion of the
Loan Agreement. The interest rate on the swap contract is fixed at 9.095%. The
Company may borrow up to $20,000,000 to July 2, 2001 under the revolving
credit portion of the Loan Agreement with a quarterly commitment fee of 1/4%
on the unused portion. As of July 1, 2000, $4,509,694 was outstanding under
the revolving credit portion of the Loan Agreement; the Company does not
anticipate any repayments thereof prior to July 2, 2001.
The interest rates on the term and the revolving credit portions of the Loan
Agreement may vary. The margin rate spread is based on operating results
calculated on a rolling-four-quarter basis. The interest rates may vary based
on LIBOR rate plus a margin spread of 1.50% to 2.0% for the term portion and
1.25% to 1.75% for the revolving credit portion.
Debt consists of:
<TABLE>
<CAPTION>
July 1, 2000 January 1, 2000
------------ ---------------
<S> <C> <C>
Note payable (Paid prior to maturity June 29,2000.) $ 6,500,000
Term loan $25,000,000
Revolving credit loan 4,509,694
Capital lease obligation with interest at 4.99% and
payable in monthly installments of $21,203
through April 2009. 1,814,628 1,895,394
Other 384,693 442,000
----------- ----------
31,709,015 8,551,512
Less current portion 2,100,057 272,367
----------- ----------
$29,608,958 $8,565,027
=========== ==========
</TABLE>
-8-
<PAGE>
As of July 1, 2000 scheduled annual principal maturities of long-term debt,
including capital lease obligations, for each on the next five years ending
June 30 follow: 2001 - $2,151,475; 2002 - $3,160,037; 2003 - $3,669,036; 2004
- $8,586,203; 2005 - $13,204,651.
-9-
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Recent Developments
Effective June 29, 2000, the company acquired Greenwald Industries, Inc. and
Greenwald Intellicard, Inc. from PubliCARD, Inc. The cost of the acquisition,
which is being accounted for by the purchase method, was approximately
$22,500,000, plus the assumption of certain liabilities of approximately
$1,017,000 consisting of trade accounts payable, accrued liabilities and
operating lease obligation. The assets were valued at actual or appraised fair
market values with the balance of the purchase price allocated to goodwill. At
the closing $20,750,000 was paid to the Sellers and $1,750,000 was paid to an
escrow account. The purchase price is subject to a dollar for dollar
adjustment, upward or downward, based upon an increase or decrease in the
final closing net book value of assets acquired as compared to the opening
balance sheet net book value. The adjustment in the purchase price is
scheduled to occur approximately 90 days from the closing date. The assets
acquired from the Sellers included personal property leases, real property
leases and all leasehold improvements and structures on the real property
leases, contracts, real property, prepaid expenses and deposits, accounts
receivable, inventories, machinery, equipment, tools and dies, computer
hardware and software, goodwill, Know-How, and Intellectual Property Rights as
more fully set forth in Section 2 of the Asset Purchase Agreement (See Exhibit
2). The business in which the acquired assets are used is in the design and
manufacturing of coin meter systems primarily in the commercial laundry
industry providing smart cards, smart card readers, value transfer stations,
card management software and interface boards primarily for the commercial
laundry industry. The Company intends to continue these businesses and the
assets acquired will remain in use in the facility located in Chester,
Connecticut.
Effective February 1, 2000 and April 6, 2000 the Company also acquired all the
issued and outstanding Common Stock of Ashtabula Industrial Hardware Co.
(Ashtabula) and two product lines from Hansen International Inc. (Hansen),
respectively. Ashtabula produces proprietary hardware for school and courtesy
bus doors. The Hansen product lines produce proprietary locks to secure the
lids of toolboxes that are installed in the beds of pickup trucks and other
vehicles. The cost of these two acquisitions was approximately $4,000,000. The
effects of these acquisition on the Company's consolidated financial position
and operation results are not material.
Results of Operations
Net income per share (basic) for the second quarter of 2000 represented the
fourteenth consecutive quarterly earnings per share increase as compared to
the same quarter of the previous year. Net income for the second quarter was
$1.7 million or $.47 per share (basic) on sales of $20.3 million as compared
to $1.6 million or $.44 per share (basic) on sales of $20.0 million in the
second quarter of 1999. Net income for the first six months of 2000 was $3.2
million or $0.88 per share (basic) on sales of $40.5 million as compared to
the first six months of 1999 of $3.0 million or $0.84 per share (basic) on
sales of $39.4 million.
Sales for the second quarter 2000 were up 1.5% compared to the same period a
year ago. Volume was down 13.7%, price increases were up 2.5% and new product
introductions of 12.7% accounted for the increase. Sales for the first half of
2000 were up 2.9% compared to the same period a year ago. Volume was down
10.3%, price increases were up 2% and new products were up 11.2%.
-10-
<PAGE>
The Industrial Hardware Group second quarter sales were up 27% compared to the
second quarter of 1999. New product sales accounted for 25% and higher volume
of 2% accounted for the increase. For the first half of 2000 the Industrial
Hardware Group sales were up 25% as compared to the first half of 1999. New
product sales increased 17% and volume was up 8%. New products included bus
hardware, PSL toolbox locks, mini rotary latches, a push button lock assembly
and a spring-loaded hinge. Eberhard Manufacturing, in Strongsville, Ohio
experienced a 21% increase in sales in the first half of 2000 as compared to
the first half of 1999, while sales for the second quarter increased 18% over
the prior year period. New product sales accounted for the increase,
offsetting a slight reduction on other product sales, some of which were
replaced with newer products. Eberhard Hardware, Ltd., our Canadian
subsidiary, experienced a 41% increase in sales the first half of 2000 as
compared to the first half of 1999, while sales for the second quarter of 2000
outpaced the second quarter of 1999 by 65%. The increase is due primarily to
the sale of new products to the tractor-trailer industry and sales of the
toolbox locks acquired at the beginning of the quarter. Sesamee Mexicana, the
Company's Mexican operation, continued to see strong sales growth in
industrial hardware with second quarter sales increasing 50% as compared to
the second quarter of 1999. Sales for the first half were up 51% compared to
the first half of 1999.
The Custom Locks Group sales were down 5% for both the second quarter and six
months as compared to the comparable periods in 1999. Volume was down 6%,
while prices were up 1% for both periods compared to the prior year. The
volume decrease experienced at our Illinois Lock division was due to sales to
several major accounts being down in 2000 compared to the same periods in
1999. This volume decline was partially offset by increased sales at CCL
Security Products division and our Asian operations.
The Metal Products Group sales were down 21% in the second quarter as compared
to the second quarter of 1999. Price and new products were up 18% while volume
was down 39%. Sales for the first half decreased 14% from the comparable
period of 1999. Increases in prices and new products accounting for 20% was
not sufficient to offset the decrease in volume of 34%. Demand for underground
mine expansion shells were down 20% in the second quarter and were down 28%
for the first half of 2000 compared to the same periods in 1999. The downward
trend in demand for underground mine expansion shells appears to be ongoing.
The contract casting business decreased 23% in the second quarter and 1% for
the first half of 2000 from the comparable periods of 1999. The contract
castings business continues to be adversely affected by increased price
competition from China and Mexico. The Company continues to look at new
manufacturing methods and alternative methods to remain competitive.
Gross margin as a percentage of sales for the three and six months ended July
1, 2000 was approximately 28% which was comparable to the same periods a year
ago.
Selling and administrative expenses were up 1% or $25 thousand and 5% or $298
thousand for the three and six months ended July 1, 2000 compared to the same
periods a year ago. The second quarter 2000 selling and administrative
expenses were higher than the comparable period in 1999 due to higher spending
on legal and professional expenses and advertising. For the first half selling
and administrative expenses also included increased travel expenses and higher
payroll and fringe benefit costs.
Interest expense increased by $23 thousand or 14% for the second quarter of
2000 and $42 thousand or 13% for six months as compared to the same periods in
1999. The increase in interest expense was due to the impact of higher average
outstanding borrowing in the current year and increased interest rates.
Earnings before income taxes for the three and six months ended July 1, 2000
were up 4% or $109 thousand and 3% or $118 thousand respectively, as compared
to the same periods of 1999. The Industrial Hardware Group gained 17% or $212
thousand and 22% or $518 thousand as compared to
-11-
<PAGE>
the same periods a year ago. The increase was attributable to increased sales
of bus hardware and toolbox locks as a result of recent acquisitions and heavy
hardware to the Canadian tractor-trailer industry as well as new product
introductions with improved profit margins. The Custom Locks Group earnings
before income taxes for the three and six months ended July 2, 2000 were down
26% or $264 thousand and 28% or $554 thousand respectively from the comparable
periods a year ago. The decrease is the result of lower sales volume and
increased price competition. The Metal Products Group earnings were down 9% or
$79 thousand and 2% or $29 thousand for the second quarter and first half of
2000 over the same periods a year ago due to lower sales volume and increased
importation of foreign castings.
Liquidity and Sources of Capital
Cash flows from operations were $5.7 million for the first half of 2000 versus
$3.0 million for the same period in 1999. The change in cash flows resulted
from an increased level of sales and the associated timing differences for
collections of accounts receivable and payments of liabilities and changes in
inventories. Cash flows from operations were sufficient to fund capital
expenditures, dividend payments and the purchase of 20,000 shares of Common
Stock for the treasury.
Additions to property, plant and equipment were $2.0 million during the first
six months of 2000 versus $1.9 million for the comparable period a year ago.
Total 2000 capital expenditures, including a 40,000 square foot building
addition to our Eberhard Division in Cleveland, will exceed the annual
expected $2.5 million level of depreciation.
Total inventories at the end of the second quarter of 2000 of $16.3 million
were $2.3 million higher than year end 1999, the increase is due to the
acquisition of Greenwald and Ashtabula which included inventories of $3.1
million and $171 thousand respectively, which was offset by a reduction in
inventories at our existing locations. The inventory turnover ratio, excluding
the Greenwald acquisition, of 4.4 turns has improved compared to the year end
1999 of 3.7 turns and is slightly lower than the end of the second quarter of
1999 of 4.6 turns. Accounts receivable increased by $1.4 million over the
second quarter of 1999 and $2.4 million from year end 1999, primarily due to
the Greenwald acquisition. The average day's sales in accounts receivable,
excluding the Greenwald acquisition, for the second quarter of 2000 was 39
days compared to the second quarter of 1999 of 47 days.
In the second quarter of fiscal 2000, the Company entered into an unsecured
loan agreement (the Loan Agreement) with a financial institution. Under the
term portion of the Loan Agreement the Company borrowed $25,000,000. The
Company may borrow up to $20,000,000 under the revolving credit portion of the
Loan Agreement with a quarterly commitment fee of 1/4% on the unused portion.
As of July 1, 2000, $4,509,694 was outstanding under the revolving credit
portion of the Loan Agreement; the Company does not anticipate any repayments
prior to July 2, 2001.
Proceeds from the Loan Agreement were used to refinance debt and fund the
purchase of the Greenwald businesses.
Cash flow from operating activities and funds available under the Company's
revolving credit portion of the Loan Agreement should be sufficient to cover
future working capital requirements.
-12-
<PAGE>
Other Matters
No other matters are currently pending.
Note: The preceding information contains forward looking statements which
reflect the Company's current expectations regarding its future operating
performance and achievements and is subject to certain risks and uncertainties
that could cause actual results to differ materially from those set forth in
such statements. Such risks and uncertainties include changing customer
preferences, lack of success of new products, loss of customers, competition,
increased raw material prices and problems associated with foreign sourcing of
parts and products. The Company is not obligated to update or revise the
aforementioned statements for new developments
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------ ----------------------------------------------------------
The Company maintains manufacturing facilities in foreign countries, which
account for approximately 13% of total sales and total assets. The United
States operations buy and sell to foreign affiliated companies and export less
than 12% of total sales to non-affiliated companies. This trade activity could
be affected by fluctuations in the foreign currency exchange or weak economic
conditions. The Company's currency exposure is concentrated in four foreign
currencies, Canada dollar, Mexican peso, New Taiwan dollar and the Hong Kong
dollar. Because the Company has limited exposure to foreign markets, related
currency exchange gains or loses are not material.
The Company is exposed to interest rate change market risk with respect to its
unsecured $45,000,000 Loan Agreement with interest based on LIBOR plus a
spread of up to 2%. The spread is determined based on the Company's operating
performance compared to agreed upon financial targets. The current interest
rate spread is 1.75% on the term loan portion and 1.50% on the revolving
credit line portion of the Loan Agreement. Changes in LIBOR rates during
fiscal 2000 will effect the Company's interest expense. The Company has a swap
agreement on the first $15,000,000 of the term loan portion of the Loan
Agreement with an all in rate of 9.095% to hedge against future LIBOR rate
increases. As of July 1, 2000, $29,510,000 was outstanding under the credit
facility.
-13-
<PAGE>
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS -
--------------------------
There are no significant pending legal proceedings, other than ordinary
routine litigation incidental to the Company's business, to which either the
Registrant or any of its subsidiaries is a party or of which any of their
property is the subject.
ITEM 2 CHANGES IN SECURITIES
------ ---------------------
None
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
------ -------------------------------
None
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------ ---------------------------------------------------
None
ITEM 5 OTHER INFORMATION
None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
------- --------------------------------
(a) Exhibits
(2) Form of Asset Purchase Agreement dated as of June 20, 2000 between
the Registrant and Greenwald Industries, Inc., Greenwald Intellicard,
Inc., and PubliCARD, Inc., incorporated herein by reference to exhibit
(2) filed with the Company's current report on Form 8-K dated July 14,
2000.
(10) Forms of Loan Agreement, Term Note, Revolving Credit Note, and
related documents between the Registrant and Fleet National Bank dated
as of June 28, 2000, incorporated herein by reference to exhibit (10)
filed with the Company's current report on Form 8-K dated July 14,
2000.
(b) Reports on Form 8-K
(i) Current report on Form 8-K dated July 14, 2000 re: Item 2 -
Acquisition or Disposition of Assets
-14-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE EASTERN COMPANY
(Registrant)
DATE: September 12, 2000 /s/Leonard F. Leganza
------------------ ------------------------
Leonard F. Leganza
President and Chief Executive Officer
DATE: September 12, 2000 /s/John L. Sullivan, III
------------------ ------------------------
John L. Sullivan, III
Vice President, Secretary and Treasurer
-15-
