3 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine Months Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
$ 206,068,490
20 unchanged sentences
Other (expense) income
−Removed: Income before income taxes
+Added: Income from continuing operations before income taxes
Income tax expense
1 unchanged sentence
( 1,113,587 )
−Removed: Earnings per share:
+Added: ( 3,335,489 )
+Added: ( 2,574,393 )
+Added: Net income from continuing operations
+Added: Discontinued Operations (see note B)
+Added: Loss from operations of discontinued unit
+Added: $ ( 766,990 )
+Added: $ ( 530,764 )
+Added: $ ( 2,750,844 )
+Added: $ ( 3,600,060 )
+Added: Loss on classification as held for sale
+Added: ( 23,087,775 )
+Added: ( 23,087,775 )
+Added: Income tax benefit
+Added: Loss on discontinued operations
+Added: $ ( 19,966,243 )
+Added: $ ( 401,466 )
+Added: $ ( 21,517,715 )
+Added: $ ( 2,704,365 )
+Added: Net (loss) income
+Added: $ ( 15,297,445 )
+Added: $ ( 9,842,000 )
+Added: Earnings per share from continuing operations:
+Added: Loss per share from discontinued operations:
+Added: Total (loss) earnings per share:
Cash dividends per share
3 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
−Removed: June 29, 2024
−Removed: June 29, 2024
−Removed: Other comprehensive income:
+Added: Nine Months Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
+Added: Net (loss) income
+Added: $ ( 15,297,445 )
+Added: $ ( 9,842,000 )
+Added: Other comprehensive (loss) income:
Change in foreign currency translation
4 unchanged sentences
( 1,449,754 )
−Removed: ( 1,449,754 )
Change in pension and postretirement benefit costs, net of taxes of:
1 unchanged sentence
2023 - $74,360 and $223,079 respectively
−Removed: Total other comprehensive loss
+Added: Total other comprehensive (loss) income
+Added: Comprehensive (loss) income
$ ( 15,535,258 )
$ ( 10,063,906 )
−Removed: Comprehensive income
See accompanying notes.
−Removed: THE EASTERN COMPANY AND SUBSIDIARIES
+Added: THE EASTERN COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
+Added: September 28, 2024
+Added: December 30, 2023
Current Assets
6 unchanged sentences
Prepaid expenses and other assets
+Added: Current assets held for sale
Total Current Assets
9 unchanged sentences
Other Long-Term Assets
+Added: Long-term assets held for sale
Total Other Assets
2 unchanged sentences
See accompanying notes.
−Removed: THE EASTERN COMPANY AND SUBSIDIARIES
+Added: THE EASTERN COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
+Added: September 28, 2024
+Added: December 30, 2023
LIABILITIES AND SHAREHOLDERS’ EQUITY
7 unchanged sentences
Other current liabilities
+Added: Current liabilities held for sale
Total Current Liabilities
5 unchanged sentences
Accrued pension cost
+Added: Long-term liabilities held for sale
Total Liabilities
30 unchanged sentences
See accompanying notes.
−Removed: THE EASTERN COMPANY AND SUBSIDIARIES
+Added: THE EASTERN COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
−Removed: Six Months Ended
−Removed: June 29, 2024
+Added: Nine Months Ended
+Added: September 28, 2024
+Added: September 30, 2023
Operating Activities
−Removed: Adjustments to reconcile net income to net cash provided by operating activities:
+Added: Net (loss) income
+Added: $ ( 9,842,000 )
+Added: Loss from discontinued operations
+Added: ( 21,517,715 )
+Added: ( 2,704,365 )
+Added: Income from continuing operations
+Added: Adjustments to reconcile net income to net cash provided
+Added: by operating activities:
Depreciation and amortization
10 unchanged sentences
Accrued compensation
−Removed: Operating lease liability
+Added: Change in operating lease liability
( 2,418,801 )
13 unchanged sentences
( 8,144,363 )
+Added: ( 2,371,613 )
Financing Activities
3 unchanged sentences
( 74,919,004 )
−Removed: Payments on short term borrowings (revolver)
+Added: Proceeds (payments) on short term borrowings (revolver)
Financing leases, net
Purchase common stock for treasury
+Added: ( 1,916,130 )
Dividends paid
3 unchanged sentences
( 16,859,064 )
−Removed: ( 10,196,151 )
+Added: Discontinued Operations
+Added: Cash provided by operating activities
+Added: Cash used in investing activities
+Added: Cash provided by discontinued operations
Effect of exchange rate changes on cash
7 unchanged sentences
( 4,484,838 )
+Added: ¹ includes cash from assets held for sale of $0.4 million as of September 28, 2024 and $0.7 million as of September 30, 2023
See accompanying notes
−Removed: THE EASTERN COMPANY AND SUBSIDIARIES
+Added: THE EASTERN COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
−Removed: June 29, 2024
+Added: September 28, 2024
Note A – Basis of Presentation
7 unchanged sentences
The Company’s fiscal year is a 52-53-week fiscal year ending on the Saturday nearest to December 31.
−Removed: References in this Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2024 (this “Form 10-Q”) to 2023, the 2023 fiscal year or fiscal 2023 mean the 52-week period ended on December 30, 2023, and references to 2024, the 2024 fiscal year or fiscal 2024 mean the 52-week period ending on December 28, 2024.
+Added: References in this Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2024 (this “Form 10-Q”) to 2023, the 2023 fiscal year or fiscal 2023 mean the 52-week period ended on December 30, 2023, and references to 2024, the 2024 fiscal year or fiscal 2024 mean the 52-week period ending on December 28, 2024.
In a 52-week fiscal year, each quarter has 13 weeks.
−Removed: References to the second quarter of 2023, the second fiscal quarter of 2023 or the three months ended July 1, 2023, mean the 13-week period from April 2, 2023 to July 1, 2023.
−Removed: References to the second quarter of 2024, the second fiscal quarter of 2024 or the three months ended June 29, 2024, mean the 13-week period from March 31, 2023 to June 29, 2024.
−Removed: References to the first six months of 2023 or the six months ended July 1, 2023 mean the period from January 1, 2023 to July 1, 2023.
−Removed: References to the first six months of 2024 or the six months ended June 29, 2024 mean the period from December 31, 2023 to June 29, 2024.
+Added: References to the third quarter of 2023, the third fiscal quarter of 2023 or the three months ended September 30, 2023 mean the 13-week period from July 2, 2023 to September 30, 2023.
+Added: References to the third quarter of 2024, the third fiscal quarter of 2024 or the three months ended September 28, 2024, mean the 13-week period from June 30, 2024 to September 28, 2024.
+Added: References to the first nine months of 2023 or the nine months ended September 30, 2023 mean the period from January 1, 2023 to September 30, 2023.
+Added: References to the first nine months of 2024 or the nine months ended September 28, 2024 mean the period from December 31, 2023 to September 28, 2024.
Certain amounts in the 2023 financial statements have been reclassified to conform with the 2024 presentation with no impact or change to previously reported net income or shareholders’ equity.
−Removed: Note B – Earnings Per Share
+Added: See Note B, Discontinued Operations , for additional information.
+Added: Note B – Discontinued Operations
+Added: In the third quarter of 2024 we determined that the Big 3 Mold business no longer fits with our long-term strategy, and we have initiated the process of selling the business.
+Added: The Mold business is cyclical in nature, requires significant capital investment to remain competitive, and serves different markets than our core businesses.
+Added: Selling the Big 3 Mold business will allow management to focus on our core capabilities, offerings, and markets served.
+Added: In the third quarter of 2024, we determined that the Big 3 Mold business meets the criteria to be held for sale and that the assets held for sale qualify for discontinued operations.
+Added: 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.
+Added: Additionally, current and non-current assets and liabilities of discontinued operations are reflected in the unaudited condensed consolidated balance sheets for both periods presented.
+Added: Summarized Financial Information of Discontinued Operations
+Added: The following table represents income from discontinued operations, net of tax:
+Added: Three Months Ended
+Added: Nine Months Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
+Added: Cost of products sold
+Added: ( 2,804,743 )
+Added: ( 2,703,362 )
+Added: ( 8,402,175 )
+Added: ( 9,076,341 )
+Added: Selling and administrative expenses
+Added: ( 1,145,232 )
+Added: ( 1,248,179 )
+Added: ( 3,483,904 )
+Added: ( 3,875,579 )
+Added: Restructuring costs
+Added: ( 23,087,775 )
+Added: ( 23,087,775 )
+Added: Operating loss
+Added: ( 23,677,345 )
+Added: ( 25,326,205 )
+Added: ( 1,545,142 )
+Added: Other expense
+Added: ( 1,539,940 )
+Added: Interest expense
+Added: Loss from discontinued operations before income taxes
+Added: ( 23,854,765 )
+Added: ( 25,838,619 )
+Added: ( 3,600,060 )
+Added: Income tax benefit
+Added: Loss from discontinued operations, net of tax
+Added: $ ( 19,966,243 )
+Added: $ ( 401,466 )
+Added: $ ( 21,517,715 )
+Added: $ ( 2,704,365 )
+Added: The following table represents the assets and liabilities from discontinued operations:
+Added: September 28, 2024
+Added: December 30, 2023
+Added: Accounts receivable
+Added: Prepaid expenses
+Added: Property, plant and equipment, net
+Added: Patents and other intangibles net of accumulated amortization
+Added: Right of use assets
+Added: Total assets of discontinued operations
+Added: Current assets of discontinued operations¹
+Added: Non-current assets of discontinued operations
+Added: Total assets of discontinued operations
+Added: Accounts payable
+Added: Accrued compensation and other accrued expenses
+Added: Current portion of lease liability
+Added: Other long-term liabilities
+Added: Total liabilities of discontinued operations
+Added: Current liabilities of discontinued operations¹
+Added: Non-current liabilities of discontinued operations
+Added: Total liabilities of discontinued operations
+Added: ¹ the total assets and liabilities of discontinued operations are presented as current in the September 28, 2024 consolidated balance sheet as we expect to sell the discontinued operations and collect proceeds within one year.
+Added: Note C – Earnings Per Share
The denominators used to calculate earnings per share are as follows:
Three Months Ended
−Removed: Six Months Ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine Months Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Weighted average shares outstanding
2 unchanged sentences
Denominator for diluted earnings per share
−Removed: Note C – Fair Value of Instruments
+Added: Note D – Fair Value of Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
4 unchanged sentences
or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
−Removed: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.
−Removed: The Company’s financial instruments are primarily investments in marketable securities (Level 1), designated foreign currency hedge contracts – see Note O, Financial Instruments and Fair Value Measurements , and pension assets, see Note L, Retirement Benefit Plans .
−Removed: The carrying amounts of other financial instruments (cash and cash equivalents, marketable securities, accounts receivable, accounts payable and debt) as of June 29, 2024 and December 30, 2023, approximate fair value because of their short-term nature and market-based interest rates.
−Removed: Note D – Inventories
+Added: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and
+Added: unobservable.
+Added: The Company’s financial instruments are primarily investments in marketable securities (Level 1), designated foreign currency hedge contracts – see Note P, Financial Instruments and Fair Value Measurements , and pension assets, see Note M, Retirement Benefit Plans .
+Added: The carrying amounts of other financial instruments (cash and cash equivalents, marketable securities, accounts receivable, accounts payable and debt) as of September 28, 2024 and December 30, 2023, approximate fair value because of their short-term nature and market-based interest rates.
+Added: Note E – Inventories
Inventories consist of the following components:
+Added: September 28, 2024
+Added: December 30, 2023
Raw material and component parts
2 unchanged sentences
Total inventories¹
−Removed: Note E - Goodwill
−Removed: The aggregate carrying amount of goodwill is approximately $ 70.7 million as of June 29, 2024.
−Removed: No impairment was recognized in the second quarter of 2024.
+Added: ¹ Includes inventory of discontinued operations of $ 1.2 million and $ 0.9 million as of September 28, 2024 and September 30, 2023, respectively.
+Added: Note F - Goodwill
+Added: The aggregate carrying amount of goodwill from continuing operations is approximately $ 58.6 million as of September 28, 2024.
+Added: A goodwill write-off of approximately $ 12.1 million was recognized in discontinued operations when classifying the disposal group as held for sale.
+Added: See Note B – Discontinued Operations for further discussion.
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.
4 unchanged sentences
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.
−Removed: Note F – Leases
+Added: Note G – 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.
10 unchanged sentences
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.
−Removed: Currently, the Company has nineteen operating leases with a lease liability of $ 15.7 million and two finance leases with a lease liability of $ 0.8 million as of June 29, 2024.
+Added: Currently, the Company has 17 operating leases with a lease liability of $ 14.8 million and five finance leases with a lease liability of $ 3.8 million as of September 28, 2024.
The terms and conditions of the leases are determined by the individual agreements.
2 unchanged sentences
There are no leases that have not yet commenced that could create significant rights and obligations for the Company.
−Removed: The future payments (in millions) due under non-cancelable operating and finance leases as of June 29, 2024 are as follows:
+Added: The future payments (in millions) due under non-cancelable operating and finance leases as of September 28, 2024 are as follows:
Less effects of discounting
Lease liabilities recognized
−Removed: As of June 29, 2024, the weighted average lease term for all operating and finance leases is 7 .0 and 5.6 years, respectively.
−Removed: The weighted average discount rate associated with operating and finance leases was 6.4 % and 6.3 %, respectively.
−Removed: Note G - Debt
+Added: As of September 28, 2024, the weighted average lease term for all operating and finance leases was 6.9 and 6.5 years, respectively.
+Added: The weighted average discount rate associated with operating and finance leases was 6.3 % and 6.8 %, respectively, as of such date.
+Added: Note H - Debt
On June 16, 2023, the Company entered into a credit agreement with TD Bank, N.A., Wells Fargo Bank, Bank of America, and M&T Bank as lenders (the “Credit Agreement”), that included a $ 60 million term portion and a $30 million revolving commitment portion.
6 unchanged sentences
Currently, the commitment fee is 0.25%.
−Removed: The Company has no borrowings outstanding under the revolving commitment portion of the credit facility as of June 29, 2024.
+Added: The Company has $ 3.0 million of outstanding borrowings under the revolving commitment portion of the credit facility as of September 28, 2024.
The term loan bears interest at a variable rate based on the Term Secured Overnight Financing Rate (“SOFR”), plus an adjustment of ten basis points, plus an applicable margin of 1.875 % to 2.625 %, depending on the Company’s senior net leverage ratio.
3 unchanged sentences
In addition, the Company is required to maintain a fixed charge coverage ratio to be not less than 1.25 to 1.
−Removed: The Company was in compliance with all its covenants under the Credit Agreement on June 29, 2024, and through the date of filing this Form 10-Q.
−Removed: Note H - Stock Options and Awards
−Removed: On February 19, 2020, the Board of Directors of the Company (the “Board”) adopted The Eastern Company 2020 Stock Incentive Plan (the “2020 Plan”), which replaced The Eastern Company 2010 Executive Stock Incentive Plan after its expiration in February 2020.
+Added: The Company was in compliance with all its covenants under the Credit Agreement on September 28, 2024, and through the date of filing this Form 10-Q.
+Added: Note I - Stock Options and Awards
+Added: 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.
3 unchanged sentences
Under the 2020 Plan, non-qualified stock options granted to participants will have exercise prices determined by the Compensation Committee of the Board.
−Removed: During the first six months of fiscal 2024 and 2023, the Company granted stock awards with respect to 92,016 and 64,500 shares of Company common stock, respectively, that were subject to the meeting of performance measurements or time based.
−Removed: For the first six months of fiscal years 2024 and 2023, the Company used fair market value to determine the associated expense with stock awards.
+Added: During the first nine months of fiscal 2024 and 2023, the Company granted stock awards with respect to 92,016 and 79,500 shares of Company common stock, respectively, that were subject to the meeting of performance measurements or time based.
+Added: For the first nine months of fiscal years 2024 and 2023, the Company used fair market value to determine the associated expense with stock awards.
The 2020 Plan also permits the issuance of Stock Appreciation Rights (“SARs”).
The SARs are in the form of an option with a cashless exercise price equal to the difference between the fair value of the Company’s common stock at the date of grant and the fair value as of the exercise date resulting in the issuance of the Company’s common stock.
−Removed: The Company did not issue any SARs during the first six months of fiscal 2024 and 2023.
−Removed: Stock-based compensation (income) expense, including forfeitures, in connection with SARs and stock awards previously granted to employees was approximately $( 20,000 ) and $ 21,000 in the second quarter of 2024 and the second quarter of 2023, respectively, and was approximately $ 414,000 and $( 163,000 ) in the first six months of fiscal years 2024 and 2023, respectively.
−Removed: As of June 29, 2024, there were 792,819 shares of Company common stock reserved and available for future grant under the 2020 Plan.
+Added: The Company did not issue any SARs during the first nine months of fiscal 2024 and 2023.
+Added: Stock-based compensation (income) expense, including forfeitures, in connection with SARs and stock awards previously granted to employees was approximately $ 168,000 and $ 5,000 in the third quarter of 2024 and the third quarter of 2023, respectively, and was approximately $ 582,000 and $( 158,000 ) in the first nine months of fiscal years 2024 and 2023, respectively.
+Added: As of September 28, 2024, there were 792,300 shares of Company common stock reserved and available for future grant under the 2020 Plan.
The following tables set forth the outstanding SARs for the period specified:
−Removed: Six Months Ended
−Removed: June 29, 2024
+Added: Nine Months Ended
+Added: September 28, 2024
December 30, 2023
−Removed: Weighted Average
−Removed: Exercise Price
−Removed: Weighted Average
−Removed: Exercise Price
+Added: Weighted Average Exercise Price
+Added: Weighted Average Exercise Price
Outstanding at beginning of period
2 unchanged sentences
Range of Exercise Prices
−Removed: Outstanding as of June 29, 2024
+Added: Outstanding as of September 28, 2024
Weighted Average Remaining Contractual Life
Weighted Average Exercise Price
−Removed: Exercisable as of June 29, 2024
+Added: Exercisable as of September 28, 2024
Weighted Average Remaining Contractual Life
1 unchanged sentence
The following tables set forth the outstanding stock awards for the period specified:
−Removed: Six Months Ended
−Removed: June 29, 2024
+Added: Nine Months Ended
+Added: September 28, 2024
December 30, 2023
1 unchanged sentence
Outstanding at end of period
−Removed: As of June 29, 2024, outstanding SARs and stock awards had an intrinsic value of $ 3,750,304 .
−Removed: Note I – Share Repurchase Program
+Added: As of September 28, 2024, outstanding SARs and stock awards had an intrinsic value of $ 3,254,000 .
+Added: Note J – Share Repurchase Program
On August 21, 2023, the Company announced that the Board had approved a new share repurchase program authorizing the Company to repurchase up to 200,000 shares of the Company’s common stock through August 20, 2028.
1 unchanged sentence
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.
−Removed: Below is a summary of the Company’s shares repurchased during the second quarter of 2024 under the share repurchase program.
+Added: Below is a summary of the Company’s shares repurchased during the third quarter of 2024 under the new share repurchase program.
Total Number of Shares Purchased
1 unchanged sentence
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
−Removed: Maximum Number of Shares that may yet be Purchased Under the Plans
−Removed: Balance as of March 30, 2024
−Removed: March 31, 2024 – June 29, 2024
+Added: Maximum Number of Shares that may yet be Purchased Under the Plans or Programs
Balance as of June 29, 2024
−Removed: Note J – Revenue Recognition
+Added: June 30, 2024 – September 28, 2024
+Added: Balance as of September 28, 2024
+Added: Note K – 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.
7 unchanged sentences
The Company has no future performance obligations and does not capitalize costs to obtain or fulfill contracts.
−Removed: Note K - Income Taxes
+Added: Note L - Income Taxes
The Company files income tax returns in the U.S.
3 unchanged sentences
income tax examinations by foreign tax authorities for years prior to 2017.
−Removed: The total amount of unrecognized tax benefits could increase or decrease within the next 12 months for several reasons, including the closure of federal, state, and foreign tax years by expiration of the statute of limitations and the recognition and measurement considerations under FASB ASC Topic 740, “Income Taxes.” There have been no significant changes to the value of unrecognized tax benefits during the six months ended June 29, 2024.
+Added: The total amount of unrecognized tax benefits could increase or decrease within the next 12 months for several reasons, including the closure of federal, state, and foreign tax years by expiration of the statute of limitations and the recognition and measurement considerations under FASB ASC Topic 740, “Income Taxes.” There have been no significant changes to the value of unrecognized tax benefits during the nine months ended September 28, 2024.
The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits will not increase or decrease significantly over the next twelve months.
−Removed: Note L - Retirement Benefit Plans
+Added: Note M - Retirement Benefit Plans
The Company has four non-contributory defined benefit pension plans covering most U.S.
3 unchanged sentences
The Company also provides health care and life insurance for retired salaried employees in the United States who meet specific eligibility requirements.
−Removed: Significant disclosures relating to these benefit plans for the first three months and first six months 2024 and 2023 are as follows:
+Added: Significant disclosures relating to these benefit plans for the third quarter and first nine months of fiscal years 2024 and 2023 are as follows:
Pension Benefits
Three Months Ended
−Removed: Six Months Ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine Months Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Interest cost
6 unchanged sentences
Amortization of the net loss
−Removed: Net periodic benefit cost (benefit)
+Added: Net periodic benefit cost
Other Postretirement Benefits
Three Months Ended
−Removed: Six Months Ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine Months Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Interest cost
5 unchanged sentences
In fiscal year 2024, the Company expects to make cash contributions to its qualified pension plans of approximately $ 2,100,000 and approximately $ 50,000 into its other postretirement plan.
−Removed: As of June 29, 2024, the Company has contributed $ 979,000 to its pension plans and $ 14,000 to its postretirement plan in fiscal year 2024 and expects to make the remaining contributions as required during the remainder of the fiscal year.
+Added: As of September 28, 2024, the Company has contributed $ 1,572,000 to its pension plans and $ 25,000 to its postretirement plan in fiscal year 2024 and expects to make the remaining contributions as required during the remainder of the fiscal year.
The Company has a contributory savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) covering substantially all U.S.
4 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
−Removed: June 29, 2024
−Removed: June 29, 2024
+Added: Nine Months Ended
+Added: September 28, 2024
+Added: September 30, 2023
+Added: September 28, 2024
+Added: September 30, 2023
Regular matching contribution
2 unchanged sentences
Total contributions for the period
−Removed: The non-discretionary contribution of $ 328,953 made in the six months ended July 1, 2023, was accrued for, and expensed in the prior fiscal year.
+Added: The non-discretionary contribution of $ 328,953 made in the nine months ended September 30, 2023 was accrued for and expensed in the prior fiscal year.
Effective January 1, 2023, the non-discretionary contributions are being contributed on a weekly basis.
−Removed: Note M - Recent Accounting Pronouncements
+Added: Note N - Recent Accounting Pronouncements
In November 2023, the FASB issued ASU No.
9 unchanged sentences
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 other 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.
−Removed: Note N - Concentration of Risk
+Added: Note O - Concentration of 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.
1 unchanged sentence
The Company has established credit limits for customers and monitors their balances to mitigate the risk of loss.
−Removed: As of June 29, 2024, there was one significant concentration of credit risk with a customer, who had receivables representing 13 % of our net accounts receivable.
−Removed: This same customer represented 12 % of the Company’s net accounts receivable as of December 30, 2023.
+Added: As of September 28, 2024, there were two significant concentrations of credit risk with customers, who had receivables representing 18 % and 11 % respectively, of our net accounts receivable.
+Added: As of December 30, 2023, there was one customer that represented 12 % of the Company’s net accounts receivable.
The maximum exposure to credit risk is primarily represented by the carrying amount of the Company’s accounts receivable.
2 unchanged sentences
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 1.875 % to 2.625 %, depending on the Company’s senior net leverage ratio.
−Removed: Note O – Financial Instruments and Fair Value Measurements
+Added: Note P – Financial Instruments and Fair Value Measurements
The Company incurs certain manufacturing, marketing, and selling costs in international markets in local currency.
7 unchanged sentences
Designated Foreign Currency Hedge Contracts
−Removed: All of the Company’s designated foreign currency hedge contracts as of June 29, 2024 were cash flow hedges under ASC 815, “Derivatives and Hedging” (“ASC 815”).
+Added: All of the Company’s designated foreign currency hedge contracts as of September 28, 2024 were cash flow hedges under ASC 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.
1 unchanged sentence
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.
−Removed: The Company had designated foreign currency hedge contracts outstanding in the contract amount of $ 14.4 million as of June 29, 2024 and $ 0.0 million as of December 30, 2023.
−Removed: As of June 29, 2024 a loss of $ 0.1 million, net of tax, will be reclassified to earnings within the next eighteen months.
−Removed: All currency cash flow hedges outstanding as of June 29, 2024 mature within eighteen months.
+Added: The Company had designated foreign currency hedge contracts outstanding in the contract amount of $ 12.6 million as of September 28, 2024 and $ 0.0 million as of December 30, 2023.
+Added: As of September 28, 2024 a loss of $ 0.4 million, net of tax, will be reclassified to earnings within the next fifteen months.
+Added: All currency cash flow hedges outstanding as of September 28, 2024 mature within fifteen months.
Fair Value of Derivative Instruments
−Removed: 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 June 29, 2024:
+Added: 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 nine months ended September 28, 2024:
Derivative Instruments
Amount of Loss Recognized in Accumulated Other Comprehensive Income
−Removed: Amount of Gain Reclassified from Accumulated Other Comprehensive Income
−Removed: into Earnings
+Added: Amount of Loss Reclassified from Accumulated Other Comprehensive Income into Earnings
Location in Condensed Consolidated Statement of Operations
Designated foreign currency hedge contracts, net of tax
+Added: $ ( 412,382 )
+Added: $ ( 148,657 )
Cost of products sold
5 unchanged sentences
and inputs derived principally from, or corroborated by, observable market data by correlation or other means.
−Removed: As of June 29, 2024, the Company has classified its derivative assets and liabilities within Level 2 of the fair value hierarchy prescribed by ASC 815, as discussed below, because these observable inputs are available for substantially the full term of its derivative instruments.
−Removed: The following tables present the fair value of the Company’s derivative instruments as they appear in its Condensed Consolidated Balance Sheets as of June 29, 2024 and December 30, 2023:
+Added: As of September 28, 2024, the Company has classified its derivative assets and liabilities within Level 2 of the fair value hierarchy prescribed by ASC 815, as discussed below, because these observable inputs are available for substantially the full term of its derivative instruments.
+Added: The following tables present the fair value of the Company’s derivative instruments as they appear in its Condensed Consolidated Balance Sheets as of September 28, 2024 and December 30, 2023:
Location in Condensed Consolidated Balance Sheets
−Removed: As of June 29,
+Added: As of September 28, 2024
As of December 30, 2023
5 unchanged sentences
Other current liabilities
−Removed: Note P – Business Acquisition
−Removed: On June 29, 2023, the Company acquired certain assets, including accounts receivable, inventories, furniture, fixtures and equipment, intellectual property rights, and rights existing under all sales and purchase agreements, and assumed certain liabilities of Sureflex, Inc.
−Removed: (“Sureflex”).
−Removed: These assets are held in our Velvac, Inc.
−Removed: (“Velvac”) subsidiary.
−Removed: We expect that Sureflex, which manufactures tractor-trailer electrical connection cable assemblies, will enable the Company to manufacture electrical products and become more competitive with respect to cost and quality.
−Removed: The acquisition of Sureflex was accounted for under ASC Topic 805, “Business Combinations”.
−Removed: The acquired business is included in the consolidated operating results of the Company from the effective date of the acquisition.
−Removed: The excess of the cost of Sureflex over the fair market value of the net assets acquired of $ 0.5 million has been recorded as goodwill.
−Removed: Neither the actual results nor the pro forma effects of the Sureflex acquisition are material to the Company’s financial statements.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.