|
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 30, 2013
|
|
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to
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Connecticut
|
06-0330020
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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112 Bridge Street, Naugatuck, Connecticut
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06770
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer [ ]
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Accelerated filer [X]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [ ]
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Class
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Outstanding as of April 24, 2013
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Common Stock, No par value
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6,220,009
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ASSETS
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March 30, 2013
|
December 29, 2012
|
|||||
Current Assets
|
|||||||
Cash and cash equivalents
|
$
|
16,891,943
|
$
|
18,482,144
|
|||
Accounts receivable, less allowances: $522,000 - 2013; $487,000 - 2012
|
18,374,908
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18,368,774
|
|||||
Inventories
|
29,791,380
|
29,384,780
|
|||||
Prepaid expenses and other assets
|
3,139,371
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3,365,904
|
|||||
Recoverable income taxes receivable
|
408,632
|
1,158,632
|
|||||
Deferred income taxes
|
1,064,202
|
1,064,202
|
|||||
Total Current Assets
|
69,670,436
|
71,824,436
|
|||||
Property, Plant and Equipment
|
59,300,102
|
58,130,024
|
|||||
Accumulated depreciation
|
(33,314,571
|
)
|
(32,469,281
|
)
|
|||
25,985,531
|
25,660,743
|
||||||
Goodwill
|
13,906,902
|
13,933,599
|
|||||
Trademarks
|
171,312
|
170,512
|
|||||
Patents, technology, and other intangibles net of accumulated amortization
|
1,636,778
|
1,653,957
|
|||||
Deferred income taxes
|
2,463,987
|
2,610,903
|
|||||
18,178,979
|
18,368,971
|
||||||
TOTAL ASSETS
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$
|
113,834,946
|
$
|
115,854,150
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
March 30, 2013
|
December 29, 2012
|
|||||
Current Liabilities
|
|||||||
Accounts payable
|
$
|
7,591,618
|
$
|
7,607,658
|
|||
Accrued compensation
|
1,401,937
|
3,453,709
|
|||||
Other accrued expenses
|
1,955,865
|
2,414,135
|
|||||
Current portion of long-term debt
|
1,428,571
|
1,428,571
|
|||||
Total Current Liabilities
|
12,377,991
|
14,904,073
|
|||||
Other long-term liabilities
|
607,463
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607,463
|
|||||
Long-term debt, less current portion
|
5,714,286
|
6,071,428
|
|||||
Accrued postretirement benefits
|
2,568,340
|
2,507,726
|
|||||
Accrued pension cost
|
20,428,922
|
20,181,361
|
|||||
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: 50,000,000 shares
|
|||||||
Issued: 8,914,738 shares in 2013 and 8,914,478 shares in 2012
|
28,590,111
|
28,585,498
|
|||||
Treasury Stock: 2,694,729 shares in 2013 and 2012
|
(19,105,723
|
)
|
(19,105,723
|
)
|
|||
Retained earnings
|
79,100,862
|
78,717,589
|
|||||
Accumulated other comprehensive income (loss):
|
|||||||
Foreign currency translation
|
2,539,395
|
2,640,478
|
|||||
Unrecognized net pension and postretirement benefit costs, net of tax
|
(18,986,701
|
)
|
(19,255,743
|
)
|
|||
Accumulated other comprehensive loss
|
(16,447,306
|
)
|
(16,615,265
|
)
|
|||
Total Shareholders’ Equity
|
72,137,944
|
71,582,099
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
113,834,946
|
$
|
115,854,150
|
Three Months Ended
|
||||||||
March 30, 2013
|
March 31, 2012
|
|||||||
Net sales
|
$
|
34,692,174
|
$
|
40,495,894
|
||||
Cost of products sold
|
(28,425,594
|
)
|
(32,311,428
|
)
|
||||
Gross margin
|
6,266,580
|
8,184,466
|
||||||
Selling and administrative expenses
|
(4,681,296
|
)
|
(5,015,052
|
)
|
||||
Operating profit
|
1,585,284
|
3,169,414
|
||||||
Interest expense
|
(86,076
|
)
|
(89,237
|
)
|
||||
Other income
|
8,588
|
6,136
|
||||||
Income before income taxes
|
1,507,796
|
3,086,313
|
||||||
Income taxes
|
502,548
|
1,040,705
|
||||||
Net income
|
$
|
1,005,248
|
$
|
2,045,608
|
||||
Earnings per share:
|
||||||||
Basic
|
$
|
.16
|
$
|
.33
|
||||
Diluted
|
$
|
.16
|
$
|
.33
|
||||
Cash dividends per share:
|
$
|
.10
|
$
|
.10
|
Three Months Ended
|
||||||
March 30, 2013
|
March 31, 2012
|
|||||
Net income
|
$
|
1,005,248
|
$
|
2,045,608
|
||
Other comprehensive income:
|
||||||
Change in foreign currency translation
|
(101,083
|
)
|
462,885
|
|||
Change in pension and postretirement benefit costs, net of taxes of:
2013 – $146,916
2012 – $98,085
|
269,042
|
180,171
|
||||
Total other comprehensive income
|
167,959
|
643,056
|
||||
Comprehensive income
|
$
|
1,173,207
|
$
|
2,688,664
|
Three Months Ended
|
|||||||
March 30, 2013
|
March 31, 2012
|
||||||
Operating Activities
|
|||||||
Net income
|
$
|
1,005,248
|
$
|
2,045,608
|
|||
Adjustments to reconcile net income to net cash provided (used) by operating activities:
|
|||||||
Depreciation and amortization
|
949,554
|
817,557
|
|||||
Loss on sale of equipment and other assets
|
3,815
|
14,055
|
|||||
Provision for doubtful accounts
|
24,158
|
37,862
|
|||||
Issuance of Common Stock for directors’ fees
|
4,614
|
6,154
|
|||||
Changes in operating assets and liabilities:
|
|||||||
Accounts receivable
|
(77,541
|
)
|
(1,982,498
|
)
|
|||
Inventories
|
(370,921
|
)
|
(161,271
|
)
|
|||
Prepaid expenses and other
|
(307,029
|
)
|
(374,207
|
)
|
|||
Prepaid pension cost
|
664,775
|
186,606
|
|||||
Recoverable taxes receivable
|
750,000
|
647,949
|
|||||
Other assets
|
(47,063
|
)
|
(21,003
|
)
|
|||
Accounts payable
|
7,411
|
300,851
|
|||||
Accrued compensation
|
(2,037,828
|
)
|
(1,102,499
|
)
|
|||
Other accrued expenses
|
136,841
|
1,638,442
|
|||||
Net cash provided by operating activities
|
706,034
|
2,053,606
|
|||||
Investing Activities
|
|||||||
Purchases of property, plant and equipment
|
(1,256,623
|
)
|
(1,537,971
|
)
|
|||
Net cash used in investing activities
|
(1,256,623
|
)
|
(1,537,971
|
)
|
|||
Financing Activities
|
|||||||
Principal payments on long-term debt
|
(357,143
|
)
|
(178,571
|
)
|
|||
Principal payments on revolving credit loan
|
-
|
(3,000,000
|
)
|
||||
Proceeds from issuance of long-term debt
|
-
|
5,000,000
|
|||||
Dividends paid
|
(621,975
|
)
|
(621,387
|
)
|
|||
Net cash (used in) provided by financing activities
|
(979,118
|
)
|
1,200,042
|
||||
Effect of exchange rate changes on cash
|
(60,494
|
)
|
95,927
|
||||
Net change in cash and cash equivalents
|
(1,590,201
|
)
|
1,811,604
|
||||
Cash and cash equivalents at beginning of period
|
18,482,144
|
11,147,297
|
|||||
Cash and cash equivalents at end of period
|
$
|
16,891,943
|
$
|
12,958,901
|
Three Months Ended
|
|||
March 30, 2013
|
March 31, 2012
|
||
Basic:
|
|||
Weighted average shares outstanding
|
6,219,775
|
6,213,913
|
|
Diluted:
|
|||
Weighted average shares outstanding
|
6,219,775
|
6,213,913
|
|
Dilutive stock options
|
17,067
|
17,826
|
|
Denominator for diluted earnings per share
|
6,236,842
|
6,231,739
|
March 30, 2013
|
December 29, 2012
|
||
Raw material and component parts
|
$ 8,579,917
|
$ 8,473,007
|
|
Work in process
|
6,256,190
|
6,160,578
|
|
Finished goods
|
14,955,273
|
14,751,195
|
|
$ 29,791,380
|
$ 29,384,780
|
Three Months Ended
|
||||||||||
March 30, 2013
|
March 31, 2012
|
|||||||||
Revenues:
|
||||||||||
Sales to unaffiliated customers:
|
||||||||||
Industrial Hardware
|
$
|
15,216,089
|
$
|
19,207,700
|
||||||
Security Products
|
10,980,151
|
12,114,823
|
||||||||
Metal Products
|
8,495,934
|
9,173,371
|
||||||||
$
|
34,692,174
|
$
|
40,495,894
|
|||||||
Income before income taxes:
|
||||||||||
Industrial Hardware
|
$
|
603,987
|
$
|
1,964,557
|
||||||
Security Products
|
248,702
|
795,568
|
||||||||
Metal Products
|
732,595
|
409,289
|
||||||||
Operating Profit
|
1,585,284
|
3,169,414
|
||||||||
Interest expense
|
(86,076
|
)
|
(89,237
|
)
|
||||||
Other income
|
8,588
|
6,136
|
||||||||
Income before income taxes
|
$
|
1,507,796
|
$
|
3,086,313
|
Industrial
Hardware
Segment
|
Security
Products
Segment
|
Metal
Products
Segment
|
Total
|
||||||||||
Beginning balance
|
$
|
2,099,783
|
$
|
11,833,816
|
$
|
—
|
$
|
13,933,599
|
|||||
Foreign exchange
|
(26,697
|
)
|
—
|
—
|
(26,697
|
)
|
|||||||
Ending balance
|
$
|
2,073,086
|
$
|
11,833,816
|
$
|
—
|
$
|
13,906,902
|
Industrial
Hardware
Segment
|
Security
Products
Segment
|
Metal
Products
Segment
|
Total
|
Weighted-Average
Amortization Period (Years)
|
|||||||||||
2013 Patents and developed
technology
|
|||||||||||||||
Gross Amount:
|
$
|
2,721,179
|
$
|
1,037,020
|
$
|
5,839
|
$
|
3,764,038
|
15.7
|
||||||
Accumulated Amortization:
|
1,656,781
|
464,726
|
5,753
|
2,127,260
|
|||||||||||
Net March 30, 2013 per Balance Sheet
|
$
|
1,064,398
|
$
|
572,294
|
$
|
86
|
$
|
1,636,778
|
2012 Patents and developed
technology
|
|||||||||||||||
Gross Amount:
|
$
|
2,732,307
|
$
|
1,021,409
|
$
|
5,839
|
$
|
3,759,555
|
15.8
|
||||||
Accumulated Amortization:
|
1,652,199
|
447,732
|
5,667
|
2,105,598
|
|||||||||||
Net December 29, 2012 per Balance Sheet
|
$
|
1,080,108
|
$
|
573,677
|
$
|
172
|
$
|
1,653,957
|
Pension Benefits
|
Postretirement Benefits
|
||||||||||||||
Three Months Ended
|
Three Months Ended
|
||||||||||||||
March 30,
2013
|
March 31,
2012
|
March 30,
2013
|
March 31,
2012
|
||||||||||||
Service cost
|
$
|
752,032
|
$
|
672,647
|
$
|
50,642
|
$
|
37,500
|
|||||||
Interest cost
|
710,059
|
713,980
|
35,522
|
34,000
|
|||||||||||
Expected return on plan assets
|
(1,100,912
|
)
|
(982,747
|
)
|
(24,347
|
)
|
(24,250
|
)
|
|||||||
Amortization of prior service cost
|
61,356
|
41,409
|
(5,972
|
)
|
(6,000
|
)
|
|||||||||
Amortization of the net loss
|
355,859
|
242,847
|
4,715
|
-
|
|||||||||||
Net periodic benefit cost
|
$
|
778,394
|
$
|
688,136
|
$
|
60,560
|
$
|
41,250
|
Three Months Ended
March 30, 2013
|
Year Ended
December 29, 2012
|
|||||||||
Shares
|
Weighted - Average Exercise Price
|
Shares
|
Weighted - Average Exercise Price
|
|||||||
Outstanding at beginning of period
|
21,000
|
|
$13.580
|
25,500
|
$13.580
|
|||||
Exercised
|
—
|
—
|
(4,500
|
)
|
13.580
|
|||||
Outstanding at end of period
|
21,000
|
13.580
|
21,000
|
13.580
|
Options Outstanding and Exercisable
|
||||
Range of Exercise Prices
|
Outstanding as of March 30, 2013
|
Weighted- Average Remaining Contractual Life
|
Weighted- Average Exercise Price
|
|
$13.58
|
21,000
|
1.7
|
13.580
|
Three Months Ended March 30, 2013
|
||||
Industrial
|
Security
|
Metal
|
||
Hardware
|
Products
|
Products
|
Total
|
|
Net sales
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
Cost of products sold
|
81.4%
|
80.4%
|
84.8%
|
81.9%
|
Gross margin
|
18.6%
|
19.6%
|
15.2%
|
18.1%
|
Selling and administrative expense
|
14.6%
|
17.3%
|
6.6%
|
13.5%
|
Operating profit
|
4.0%
|
2.3%
|
8.6%
|
4.6%
|
Three Months Ended March 31, 2012
|
||||
Industrial
|
Security
|
Metal
|
||
Hardware
|
Products
|
Products
|
Total
|
|
Net sales
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
Cost of products sold
|
76.8%
|
77.6%
|
89.1%
|
79.8%
|
Gross margin
|
23.2%
|
22.4%
|
10.9%
|
20.2%
|
Selling and administrative expense
|
13.0%
|
15.8%
|
6.4%
|
12.4%
|
Operating profit
|
10.2%
|
6.6%
|
4.5%
|
7.8%
|
Industrial
|
Security
|
Metal
|
||
Hardware
|
Products
|
Products
|
Total
|
|
Net sales
|
$ (3,992)
|
$ (1,135)
|
$ (677)
|
$ (5,804)
|
Volume
|
-28.5%
|
-11.9%
|
-10.7%
|
-19.5%
|
Prices
|
0.1%
|
0.6%
|
1.7%
|
0.6%
|
New products
|
7.6%
|
1.9%
|
1.6%
|
4.6%
|
-20.8%
|
-9.4%
|
-7.4%
|
-14.3%
|
|
Cost of products sold
|
$ (2,354)
|
$ (569)
|
$ (963)
|
$ (3,886)
|
-16.0%
|
-6.1%
|
-11.8%
|
-12.0%
|
|
Gross margin
|
$ (1,638)
|
$ (566)
|
$ 286
|
$ (1,918)
|
-36.7%
|
-20.8%
|
28.5%
|
-23.4%
|
|
Selling and administrative expenses
|
$ (278)
|
$ (19)
|
$ (37)
|
$ (334)
|
-11.1%
|
-1.0%
|
-6.2%
|
-6.7%
|
|
Operating profit
|
$ (1,360)
|
$ (547)
|
$ 323
|
$ (1,584)
|
-69.3%
|
-68.7%
|
79.0%
|
-50.0%
|
§
|
a decrease of $0.5 million or 24% in raw materials;
|
§
|
a decrease of $0.3 million or 43% related to costs for maintenance and repairs;
|
§
|
and a decrease of $0.1 million or 12% in costs for supplies and tools.
|
First
Quarter
2013
|
First
Quarter
2012
|
Year
End
2012
|
|||||
Current ratio
|
5.6
|
4.8
|
4.8
|
||||
Average days’ sales in accounts receivable
|
49
|
47
|
47
|
||||
Inventory turnover
|
3.8
|
4.3
|
4.2
|
||||
Total debt to shareholders’ equity
|
9.9
|
%
|
12.0
|
%
|
10.5
|
%
|
First
Quarter
2013
|
First
Quarter
2012
|
Year
End
2012
|
|||||
Cash and cash equivalents
|
|
||||||
- Held in the United States
|
$ 9.2
|
$ 6.2
|
$ 10.4
|
||||
- Held by a foreign subsidiary
|
7.7
|
6.8
|
8.1
|
||||
16.9
|
13.0
|
18.5
|
|||||
Working capital
|
57.3
|
54.6
|
56.9
|
||||
Net cash provided by operating activities
|
0.7
|
2.1
|
13.6
|
||||
Change in working capital impact on net cash
(used)/provided by operating activities
|
(1.3
|
)
|
(0.8
|
)
|
0.3
|
||
Net cash used in investing activities
|
(1.3
|
)
|
(1.5
|
)
|
(4.2
|
)
|
|
Net cash (used in)/provided by financing activities
|
(1.0
|
)
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1.2
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(2.3
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THE EASTERN COMPANY
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(Registrant)
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DATE: April 26, 2013
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/s/Leonard F. Leganza
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Leonard F. Leganza
Chairman, President and Chief Executive Officer
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DATE: April 26, 2013
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/s/John L. Sullivan III
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John L. Sullivan III
Vice President and Chief Financial Officer
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1.
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I have reviewed this report on Form 10-Q of The Eastern Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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1.
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I have reviewed this report on Form 10-Q of The Eastern Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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1)
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The Company’s Quarterly Report on Form 10-Q for the Period ended March 30, 2013, and to which this certification is attached as Exhibit 32 (the “Periodic Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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2)
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The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Leonard F. Leganza
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Leonard F. Leganza
CEO
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/s/ John L. Sullivan III
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John L. Sullivan III
CFO
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Retirement Benefit Plans (Tables)
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 30, 2013
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Retirement Benefit Plans [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant disclosures relating to benefit plans | Significant disclosures relating to these benefit plans for the first quarter of fiscal 2013 and 2012 follow:
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Earnings Per Share
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3 Months Ended | ||||||||||||||||||||||||||||||||||||
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Mar. 30, 2013
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||
Earnings Per Share | Note B – Earnings Per Share The denominators used in the earnings per share computations follow:
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