EML.NASDAQEastern CO

10-K/A: Eastern Co. Amends 10-K, Reveals 57% Profit Drop in FY25

Sentiment:

Annual Report Amendment


The Eastern Company filed an amended annual report to include omitted exhibits, revealing a significant 57% decline in net income for fiscal year 2025 amidst lower sales and higher material costs.

Worse than expectedNet sales from continuing operations decreased by 8.7% to $249.0 million in fiscal year 2025 compared to $272.8 million in 2024.Net income from continuing operations declined significantly by 57% to $6.0 million in fiscal year 2025 from $13.2 million in 2024.Diluted earnings per share from continuing operations fell to $0.98 in 2025 from $2.13 in 2024.The company's backlog decreased to $81.1 million on January 3, 2026, from $89.2 million on December 28, 2024, indicating a reduction in future orders.

Summary

  • The Eastern Company filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended January 3, 2026, solely to include inadvertently omitted Exhibits 21, 23, 31, and 32.
  • Net sales from continuing operations for fiscal year 2025 decreased by 8.7% to $249.0 million, down from $272.8 million in 2024.
  • Net income from continuing operations for fiscal year 2025 significantly declined by 57% to $6.0 million, or $0.98 per diluted share, compared to $13.2 million, or $2.13 per diluted share, in 2024.
  • Fourth quarter 2025 net sales decreased by 13.7% to $57.5 million from $66.7 million in the comparable 2024 period.
  • Fourth quarter 2025 net income from continuing operations was $1.2 million, or $0.19 per diluted share, down from $1.6 million, or $0.26 per diluted share, in the prior year's fourth quarter.
  • The company's backlog stood at $81.1 million as of January 3, 2026, a decrease from $89.2 million on December 28, 2024, primarily due to lower orders for returnable transport packaging products.
  • Gross margin as a percentage of net sales decreased to 22.9% in 2025 from 24.7% in 2024, mainly due to higher material costs on lower sales volumes.
  • Tariffs incurred on China-sourced products increased to $10.2 million in 2025 from $2.5 million in 2024, though most were recovered through price increases.
  • The company entered into a new $100 million five-year unsecured revolving credit facility with Citizens Bank, N.A. on October 28, 2025, replacing its prior facility with TD Bank, N.A., with $66 million available as of the filing date.
  • A share repurchase program was approved on April 30, 2025, authorizing the repurchase of up to 400,000 shares over five years; 35,701 shares were repurchased in Q4 2025 at an average price of $21.13 per share, with 296,924 shares remaining under the program.
  • The Big 3 Mold business was classified as held for sale in Q3 2024, and its ISBM division was sold on April 30, 2025; other divisions of Big 3 Mold were reclassified to continuing operations as of January 3, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with a negative sentiment due to the substantial decline in net sales and net income, coupled with a reduced backlog. While liquidity and leverage metrics show some improvement, the core operational performance has deteriorated significantly, indicating challenging market conditions and internal pressures.

Positives

  • The company secured a new $100 million five-year unsecured revolving credit facility with Citizens Bank, N.A., enhancing liquidity with $66 million available.
  • The current ratio improved to 3.7 in 2025 from 2.6 in 2024, indicating stronger short-term liquidity.
  • Total debt to shareholders' equity decreased to 27% in 2025 from 35% in 2024, reflecting improved leverage.
  • The company remains in compliance with all covenants under its new credit agreement as of January 3, 2026.
  • A share repurchase program is in place, with 35,701 shares repurchased in Q4 2025, demonstrating a commitment to shareholder returns.
  • Ongoing investment in new product development at Eberhard, Velvac, and Big 3 Products continues to serve customers and drive future growth.
  • The company maintains effective internal control over financial reporting as of January 3, 2026.

Negatives

  • Net sales from continuing operations decreased by 8.7% to $249.0 million in 2025 from $272.8 million in 2024, primarily due to lower shipments of truck mirror assemblies and returnable transport packaging products.
  • Net income from continuing operations plummeted by 57% to $6.0 million in 2025 from $13.2 million in 2024.
  • Gross margin as a percentage of net sales declined to 22.9% in 2025 from 24.7% in 2024, impacted by higher material costs on lower sales volumes.
  • Net cash provided by operating activities significantly decreased to $8.9 million in 2025 from $19.4 million in 2024.
  • The company's backlog decreased to $81.1 million on January 3, 2026, from $89.2 million on December 28, 2024, indicating reduced future orders.
  • Selling and administrative expenses as a percentage of net sales increased to 17.0% in 2025 from 15.5% in 2024, partly due to $2.5 million in restructuring charges.
  • Cash and cash equivalents decreased to $7.4 million on January 3, 2026, from $14.0 million on December 28, 2024.

Risks

  • Risks associated with doing business overseas, including exchange rate fluctuations, inability to repatriate foreign cash, impact of trade tariffs, and political, economic, and social instability.
  • Impact of tariffs, trade sanctions, or political instability on the availability or cost of raw materials, such as increased Section 232 steel and aluminum tariffs and the Russia/Ukraine conflict's effect on nickel supply.
  • Supply chain disruptions, delays in production, and forecast inaccuracies affecting the ability to meet customer demand, leading to higher costs or excess inventory.
  • Active global competition and pricing pressure from imports from Asia and Latin America with favorable currency exchange rates and lower labor costs.
  • Inability to develop new or updated products to meet market demand or compete with new offerings from competitors.
  • Inability to identify or complete acquisitions, or to effectively integrate acquired businesses and achieve expected synergies.
  • Failure to protect intellectual property, especially in foreign jurisdictions with weaker protections like China.
  • Cyberattacks, data breaches, or interruptions or failures of information technology systems, including those affecting third-party vendors.
  • Delays in, or disagreements with independent auditors regarding, the evaluation of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act.
  • Environmental compliance costs and liabilities, including potential fines, sanctions, and clean-up costs.
  • Negative impacts from natural disasters, changes in climate, geopolitical events (e.g., Middle East conflict), and public health crises (e.g., pandemics).
  • Potential for litigation, including product liability, personal injury, patent, commercial, contract, environmental, and employment matters.
  • Additional or unanticipated tax liabilities due to complex and evolving tax laws, including the OBBA and OECD global minimum tax initiative.
  • Restrictive covenants in the credit agreement that limit operating flexibility, such as incurring additional indebtedness, paying dividends, or making capital expenditures.
  • Global economic conditions and interest rates impacting the company's financial condition, operating results, and pension plan funding obligations.
  • Impairment of goodwill or indefinite-lived intangible assets, which could result in significant charges to earnings.
  • Inability to reach acceptable terms for contracts negotiated with labor unions, potentially leading to work stoppages or disruption of production.
  • Need for additional capital in the future, which may not be available on acceptable terms or at all.
  • Stock price volatility due to thinly traded common stock, potentially preventing investors from selling shares at desired prices.
  • Dependence on key management, sales and marketing, and technical personnel, the loss of whom could harm the business.
  • Deterioration in the creditworthiness of several major customers, as one customer represented 13% of total accounts receivable in 2025 and 14% in 2024.
  • Fluctuations in operating results due to various factors, making period-to-period comparisons difficult and future results hard to predict.

Future Outlook

The company expects capital expenditures for fiscal year 2026 to be approximately $7.3 million. Cash contributions of approximately $2.8 million to pension plans and $40,000 to other postretirement plans are anticipated in 2026. The company expects to continue its policy of paying regular cash dividends, with anticipated payments of approximately $2.8 million in fiscal 2026, though future dividends are dependent on earnings, capital requirements, and financial conditions. Management expects foreseeable cash needs for operations, capital expenditures, debt service, and dividend payments to be met by operating cash flows and the available credit facility.

Management Comments

  • Management believes the company's businesses operate in industries with long-term macroeconomic growth opportunities.
  • Management monitors the financial and operational performance of each business and instills consistent financial discipline to increase cash generation, operating earnings, and long-term shareholder value.
  • Management analyzes and pursues prudent organic growth strategies and works to execute attractive external growth and acquisition opportunities.
  • Management seeks to recruit and retain talented managers who are accountable, maintain cost discipline, act quickly, and build strong followership.
  • Management believes it currently has sufficient human capital to operate its business successfully.
  • Management believes the current patents and trademark protection is sufficient to protect the company's competitive positions.
  • Management does not anticipate that compliance with federal, state, or local environmental laws or regulations is likely to have a material effect on the company's capital expenditures, earnings, or competitive position.
  • Management continues to monitor working capital needs with the goal of reducing the ratio of working capital to sales.

Industry Context

StockSavvy.ai notes that The Eastern Company's significant decline in sales and net income reflects broader challenges within the industrial markets it serves, particularly in commercial transportation and logistics. The impact of higher material costs and supply chain disruptions, as highlighted in the filing, is a common theme across manufacturing sectors. While the company's focus on custom engineered products and new product development is a sound strategy for competitive differentiation, the overall economic slowdowns and increased global competition, especially from lower-cost regions, continue to exert pressure on margins and demand. The increase in tariffs also adds a layer of complexity to global sourcing and cost management, a challenge many international manufacturers face.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Operating OfficerFormer COOPosition eliminatedFY2025Elimination of position, resulting in severance and accrued compensation charges.
Chief Executive OfficerTwo former CEOsDepartedFY2025Departure, resulting in severance and accrued compensation charges.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Bylaws AmendmentSecond Amended and Restated Bylaws became effective, detailing procedures for shareholder meetings, director elections (majority vote in uncontested, plurality in contested), special meeting requests, and director nomination processes.February 25, 2026Enhances clarity and structure for corporate governance procedures, particularly regarding shareholder and board interactions and election mechanics.
Cybersecurity OversightThe Board of Directors, in coordination with the Audit Committee, oversees the company's enterprise risk management (ERM) process, including cybersecurity risk management. Regular presentations and reports on cybersecurity risks are received, and prompt information is provided on significant cybersecurity incidents.OngoingStrengthens the company's defense against cyber threats and ensures high-level accountability for information security, aligning with evolving regulatory expectations.

Legal Proceedings

  • The company is not involved in any material pending legal proceedings, and no such material proceedings are known to be contemplated by governmental authorities.

Related Party Transactions

  • No related party transactions were disclosed in the filing.

Stakeholder Impact

  • Shareholders: Impacted by the significant decline in net income and sales, which could affect future stock performance. The share repurchase program and consistent dividend policy aim to provide some return, but stock price volatility is noted as a risk.
  • Employees: The company emphasizes attraction, development, and retention of talent, competitive wages, benefits, and a focus on health and safety. Approximately 21% of U.S. employees are represented by collective bargaining agreements, with relations believed to be in good standing.
  • Customers: Affected by potential supply chain disruptions and delays in product delivery, though the company aims to offer high-quality, custom engineered products on a timely basis. One customer represents a significant concentration of accounts receivable (13% in 2025).
  • Suppliers: The company relies on numerous domestic and international suppliers for raw materials, making it vulnerable to supply chain disruptions, increased material costs, and tariffs.
  • Creditors: The company's new $100 million credit facility and compliance with financial covenants indicate a stable relationship with lenders, but high indebtedness remains a risk factor.

Next Steps

  • The company expects to make cash contributions of approximately $2.8 million to its qualified pension plans and $40,000 to its other postretirement plan in 2026.
  • Capital expenditures in fiscal year 2026 are expected to be approximately $7.3 million.
  • The company anticipates dividend payments in fiscal 2026 to be approximately $2.8 million.
  • The company intends to renew the lease for Big 3 Products in Chesterfield, Michigan, which expires on February 28, 2026.
  • The company will continue to perform annual qualitative assessments of goodwill as of the end of each fiscal year and interim analyses whenever conditions warrant.
  • The company will file its proxy statement for the 2026 Annual Meeting of Shareholders not later than 120 days after January 3, 2026.

Key Dates

DateDescription
October 1858Co-partnership established, preceding The Eastern Company.
October 1912The Eastern Company incorporated under Connecticut laws.
June 1, 2016Date used for age determination for non-discretionary transitional credit contributions to 401(k) plan.
December 30, 2017Effective date for foreign earnings after which the company would not be subject to additional U.S. income taxes if distributed as cash dividends.
2019Year before which the company is generally no longer subject to non-U.S. income tax examinations by tax authorities.
March 28, 2020End of quarterly period for which Restated Certificate of Incorporation was filed as Exhibit 3.1 to Form 10-Q.
February 19, 2020Effective date of The Eastern Company 2020 Executive Stock Incentive Plan.
May 21, 2020Date of filing Registration Statement on Form S-8 for the 2020 Executive Stock Incentive Plan.
2021Year before which the company is generally no longer subject to U.S. federal, state, and local income tax examinations by tax authorities.
February 1, 2023Date of Offer Letter and Severance Agreement for Nicholas Vlahos.
April 1, 2023Effective date of the 401(k) Plan Amendment.
May 16, 2024Date of filing Current Report on Form 8-K for Form of Award Agreement Performance-Based Stock Awards and Non-Qualified Stock Options.
Q3 2024Company decided to sell Big 3 Mold and classified it as held for sale, recognizing a goodwill impairment of approximately $12.1 million.
November 6, 2024Effective date of Employment Agreement between the Company and Ryan Schroeder.
December 28, 2024Fiscal year end for 2024 (52 weeks).
March 11, 2025Date of filing Annual Report on Form 10-K for the year ended December 28, 2024, which included the Insider Trading Policy.
March 2025Effective date for increased U.S. Section 232 aluminum tariffs to 25%.
April 30, 2025Company sold the equipment, workforce, and customer list of the ISBM division of Big 3 Mold. Board approved a share repurchase program for up to 400,000 shares over five years.
June 2025U.S. imposed 50% tariffs on steel, aluminum, and derivative products from nearly all trading partners.
July 2025United States enacted the One Big Beautiful Bill Act (OBBA), significantly affecting federal taxes, credits, and deductions.
September 27, 2025End of period for SAR (Stock Appreciation Rights) activity.
September 28, 2025Beginning of the fourteen-week fourth fiscal quarter of 2025.
October 28, 2025Company entered into a new Credit Agreement with Citizens Bank, N.A., replacing and terminating the prior credit facility with TD Bank, N.A. Date of Pledge and Security Agreement.
November 3, 2025Date of filing Current Report on Form 8-K for the Credit Agreement and Pledge and Security Agreement.
January 3, 2026Fiscal year end for 2025 (53 weeks). Date of the consolidated balance sheets and the end of the period covered by the 10-K/A.
February 15, 2026Date when 6,041,767 shares of common stock were issued and outstanding.
February 25, 2026Effective date of the Second Amended and Restated Bylaws of the Company.
February 28, 2026Expiration date of the lease for Big 3 Products in Chesterfield, Michigan, which the company intends to renew.
March 3, 2026Original Filing Date of the Annual Report on Form 10-K for the fiscal year ended January 3, 2026. Date of the Independent Registered Public Accounting Firm's report on financial statements and internal control.
March 19, 2026Date of filing this Amendment No. 1 on Form 10-K/A.
September 1, 2026Expiration date of the lease for Eberhard Manufacturing office space in Arlington Heights, IL.
October 28, 2026Expiration date of the lease for The World Lock Co. Ltd. Subsidiary in Taipei, Taiwan.
May 31, 2027Expiration date of the lease for Dongguan Reeworld Security Products Ltd. in Dongguan, China, which is renewable.
March 31, 2028Expiration date of the renewed lease for Eastern Industrial, Ltd. in Shanghai, China.
May 31, 2029Expiration date of the lease for Velvac, Inc. in New Berlin, Wisconsin.
March 31, 2030Expiration date of the lease for Velvac, Inc. warehouse space in Pharr, TX.
April 30, 2030Expiration of the five-year share repurchase program.
October 28, 2030Expiration date of the new $100 million revolving credit facility with Citizens Bank, N.A.
April 15, 2033Expiration date of the lease for Velvac de Reynosa, S. De R.L De C.V. in Reynosa, Tamaulipas, Mexico.
March 31, 2033Expiration date of the lease for corporate office space in Shelton, Connecticut.

Recommendation

hold

The Eastern Company's significant decline in net income and sales for fiscal year 2025, coupled with a reduced backlog, presents a negative short-term outlook. While the company has improved its liquidity with a new credit facility and reduced its debt-to-equity ratio, the core operational performance is concerning. The ongoing challenges from tariffs, supply chain disruptions, and global competition are likely to persist. However, the company's commitment to new product development, share repurchases, and a stable dividend policy provide some mitigating factors. Given the mixed signals of deteriorating financial results against improved balance sheet metrics and strategic initiatives, a 'hold' recommendation is appropriate for investors to monitor the effectiveness of management's strategies in improving profitability and sales in the coming periods.

Keywords

Engineered Solutions, Industrial Hardware, Commercial Transportation, Logistics, SEC Filing, 10-K/A, Financial Performance, Net Sales, Net Income, Gross Margin, Backlog, Credit Facility, Share Repurchase, Tariffs, Supply Chain, Cybersecurity, Pension Plans, Corporate Governance, Risk Factors

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.