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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of ~~June 27,~~October 3, 2020 ~~6,237,595~~6,242,912 shares of the registrant’s common stock, no par value per share, were issued and outstanding.

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June27,2020			June 29, 2019			June27,2020			June 29, 2019			October 3, 2020			September 28, 2019			October 3, 2020			September 28, 2019
Net sales	$	48,833,409		$	61,439,929		$	114,159,025		$	122,323,077		$	65,805,558		$	60,692,645		$	179,964,582		$	183,015,723
Cost of products sold		(38,076,590	)		(46,430,039	)		(88,308,972	)		(93,504,144	)		(51,065,536	)		(45,754,911	)		(139,374,508	)		(139,243,164	)
Gross margin		10,756,819			15,009,890			25,850,053			28,818,933			14,740,022			14,937,734			40,590,074			43,772,559

Product development expense		(756,171	)		(2,174,803	)		(1,531,615	)		(4,414,579	)		(903,023	)		(825,425	)		(2,434,638	)		(5,240,004	)
Selling and administrative expenses		(7,960,307	)		(8,076,501	)		(17,858,438	)		(16,474,766	)		(9,592,569	)		(8,391,898	)		(27,452,391	)		(24,866,665	)
Goodwill impairment loss		(4,002,548	)		-			(4,002,548	)		-			0			0			(4,002,548	)		0
Restructuring costs		(280,000	)		(1,799,293	)		(280,000	)		(2,635,987	)		(8,618	)		0			(287,234	)		(2,651,877	)
Operating profit (loss)		(2,242,207	)		2,959,293			2,177,452			5,293,601
Operating profit														4,235,812			5,720,411			6,413,263			11,014,013

Interest expense		(606,553	)		(261,618	)		(1,434,217	)		(554,158	)		(647,066	)		(420,377	)		(2,081,283	)		(974,536	)
Other income		416,917			586,823			603,322			600,748			365,703			188,623			969,024			789,371
Income (loss) before income taxes		(2,431,843	)		3,284,498			1,346,557			5,340,191
Income before income taxes														3,954,449			5,488,657			5,301,004			10,828,848

Income taxes		(543,061	)		754,725			339,521			1,239,458			969,774			1,295,575			1,309,295			2,535,033
Net income (loss)	$	(1,888,782	)	$	2,529,773		$	1,007,036		$	4,100,733
Net income													$	2,984,675		$	4,193,082		$	3,991,709		$	8,293,815
				��
Earnings (loss) per Share:
Earnings per Share:
Basic	$	(.30	)	$	.41		$	.16		$	.66		$	0.48		$	0.67		$	0.64		$	1.33

Diluted	$	(.30	)	$	.40		$	.16		$	.65		$	0.48		$	0.67		$	0.64		$	1.33

Cash dividends per share:	$	.11		$	.11		$	.22		$	.22		$	0.11		$	0.11		$	0.33		$	0.33

ASSETS

	June 27, 2020			December 28, 2019			October 3, 2020			December 28, 2019
	(unaudited)
Current Assets
Cash and cash equivalents	$	19,986,055		$	17,996,505		$	19,551,386		$	17,996,505
Marketable securities		25,916			34,305			26,564			34,305
Accounts receivable, less allowances: 2020 - $693,000;2019 - $556,000		33,580,263			37,941,900
Accounts receivable, less allowances: 2020 - $726,000;2019 - $556,000								34,174,080			37,941,900
Inventories		55,908,740			54,599,266			49,448,612			54,599,266
Current portion of note receivable		221,348			-			224,985			0
Prepaid expenses and other assets		3,668,863			4,343,507			4,453,522			4,343,507
Total Current Assets		113,391,185			114,915,483			107,879,149			114,915,483

Property, Plant and Equipment		87,020,830			88,336,243			88,656,237			88,336,243
Accumulated depreciation		(47,313,479	)		(46,313,630	)		(48,593,969	)		(46,313,630	)
		39,707,351			42,022,613
Property, Plant and Equipment, Net								40,062,268			42,022,613

Goodwill		75,440,535			79,518,012			77,792,863			79,518,012
Trademarks		5,404,283			5,404,283			5,404,283			5,404,283
Patents and other intangibles net of accumulated amortization		25,012,787			26,460,110			27,955,229			26,460,110
Long term note receivable, less current portion		1,030,595			-			972,889			0
Right of Use Assets		11,384,763			12,342,475			11,198,742			12,342,475
Other Assets								123,324,006			123,724,880
		118,272,963			123,724,880
TOTAL ASSETS	$	271,371,499		$	280,662,976		$	271,265,423		$	280,662,976

LIABILITIES AND SHAREHOLDERS’ EQUITY

	June 27, 2020			December 28, 2019
	(unaudited)
Current Liabilities
Accounts payable	$	18,942,706		$	19,960,507		$	17,390,131		$	19,960,507
Accrued compensation		2,044,562			3,815,186			2,505,568			3,815,186
Other accrued expenses		4,849,785			2,967,961			4,333,038			2,967,961
Current portion of lease liability								3,309,033			2,965,572
Current portion of long-term debt		5,187,689			5,187,689			5,812,689			5,187,689
Total Current Liabilities		31,024,742			31,931,343			33,350,459			34,896,915

Deferred income taxes		4,374,343			5,270,465			4,374,343			5,270,465
Other long-term liabilities		2,465,260			2,465,261			2,465,261			2,465,261
Lease liability		11,384,763			12,342,475			7,939,111			9,376,903
Long-term debt, less current portion		90,954,799			93,577,544			89,105,682			93,577,544
Accrued postretirement benefits		1,000,476			1,007,146			995,021			1,007,146
Accrued pension cost		27,388,381			28,631,485			26,947,804			28,631,485

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		31,100,484			30,651,815
Issued: 8,987,324 shares in 2020 and 8,975,434 shares in 2019
Outstanding: 6,237,595 shares in 2020 and 6,240,705 shares in 2019
Treasury Stock: 2,749,729 shares in 2020 and 2,734,729 shares in 2019		(20,537,962	)		(20,169,098	)
Voting Preferred Stock, no par value: Authorized and unissued: 1,000,000shares								0			0
Nonvoting Preferred Stock, no par value: Authorized and unissued: 1,000,000shares								0			0
Common Stock, no par value, Authorized: 50,000,000shares								31,304,047			30,651,815
Issued: 8,992,641shares in 2020 and 8,975,434shares in 2019
Outstanding: 6,242,912shares in 2020 and 6,240,705shares in 2019
Treasury Stock: 2,749,729shares in 2020 and 2,734,729shares in 2019								(20,537,962	)		(20,169,098	)
Retained earnings		119,310,219			120,189,111			121,764,570			120,189,111
Accumulated other comprehensive loss:
Foreign currency translation		(2,564,356	)		(2,037,952	)		(2,286,738	)		(2,037,952	)
Unrealized gain on marketable securities, net of tax		(6,796	)		(471	)		(6,307	)		(471	)
Unrealized gain (loss) on interest rate swap, net of tax		(1,679,808	)		167,489			(1,567,117	)		167,489
Unrecognized net pension and postretirement benefit costs, net of tax		(22,843,046	)		(23,363,637	)		(22,582,751	)		(23,363,637	)
Accumulated other comprehensive loss		(27,094,006	)		(25,234,571	)		(26,442,913	)		(25,234,571	)
Total Shareholders’ Equity		102,778,735			105,437,257			106,087,742			105,437,257
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	271,371,499		$	280,662,976		$	271,265,423		$	280,662,976

	Six Months Ended						Nine Months Ended
	June 27, 2020			June 29, 2019			October 3, 2020			September 28, 2019
Operating Activities
Net income	$	1,007,036		$	4,100,733		$	3,991,709		$	8,293,815
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,050,250			2,391,314			6,144,226			3,807,479
Unrecognized pension and postretirement benefits		(962,094	)		448,214			(1,066,777	)		134,199
Goodwill impairment loss		4,002,548			-			4,002,548			0
(Gain) loss on sale of equipment and other assets		(420,536	)		2,208,740			(414,078	)		1,727,788
Provision for doubtful accounts		156,286			43,420			156,286			51,711
Stock compensation expense		448,669			293,726			652,232			445,338
Changes in operating assets and liabilities:
Accounts receivable		3,408,873			(1,794,182	)		3,270,585			359,606
Inventories		(2,330,448	)		3,618,303			4,668,705			3,217,736
Prepaid expenses and other		616,300			(21,533	)		(93,693	)		762,646
Other assets		734,790			709,357			753,170			(589,448	)
Accounts payable		(730,055	)		(89,081	)		(2,600,966	)		(1,815,309	)
Accrued compensation		(1,697,444	)		(1,307,966	)		(1,262,577	)		(1,680,668	)
Other accrued expenses		(927,178	)		(1,893,440	)		(1,511,729	)		(2,202,622	)
Net cash provided by operating activities		7,356,997			8,707,605			16,689,641			12,512,271

Investing Activities
Marketable securities		8,389			(23,136	)		7,741			(33,759	)
Business disposition		1,378,602			-			1,378,602			0
Business acquisition, net of cash acquired								(7,172,868	)		(81,155,753	)
Proceeds from sale of equipment		445,212			-			445,211			0
Purchases of property, plant and equipment		(1,183,419	)		(1,261,942	)		(1,976,370	)		(1,896,128	)
Net cash provided by/used in investing activities		648,784			(1,285,078	)		(7,317,684	)		(83,085,640	)

Financing Activities
Proceeds from long-term borrowings								0			100,000,000
Principal payments on long-term debt		(2,622,745	)		(6,275,000	)		(3,846,861	)		(29,009,769	)
Note Receivable		(1,251,943	)		-
Issuance of Note Receivable								(1,251,943	)		0
Payments Received from Note Receivable								54,069			0
Purchase common stock for treasury		(368,864	)		-			(368,864	)		0
Dividends paid		(1,372,673	)		(1,373,700	)		(2,058,943	)		(2,058,697	)
Net cash used in financing activities		(5,616,225	)		(7,648,700	)		(7,472,542	)		68,931,534

Effect of exchange rate changes on cash		(400,006	)		(31,690	)		(344,534	)		(300,602	)
Net change in cash and cash equivalents		1,989,550			(257,863	)		1,554,881			(1,942,437	)

Cash and cash equivalents at beginning of period		17,996,505			13,925,765			17,996,505			13,925,765
Cash and cash equivalents at end of period	$	19,986,055		$	13,667,902		$	19,551,386		$	11,983,328

Non-cash investing and financing activities
Right of use asset		(957,712	)					(186,021	)		10,280,814
Lease liability		957,712						136,619			(10,280,814	)

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X ~~Item 8-03~~ and do not include all of the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. Refer to the consolidated financial statements of The Eastern Company (together with its consolidated subsidiaries, the “Company,” “we,” “us” or our”) and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2019, filed with the Securities and Exchange Commission on March 5, 2020 (the “2019 Form 10-K”), for additional information.

The accompanying condensed consolidated financial statements are unaudited. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for interim periods have been reflected therein. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. All intercompany accounts and transactions are eliminated.

The condensed consolidated balance sheet as of December 28, 2019 has been derived from the audited consolidated balance sheet at that date.

The Company’s fiscal year is a 52-53-week fiscal year ending on the Saturday nearest to December 31. References to ~~fiscal~~ 2019 or the 2019 fiscal year mean the 52-week period ended on December 28, 2019 and references to ~~fiscal~~ 2020 or the 2020 fiscal year mean the 53-week period ending on January 2, 2021. In a 52-week fiscal year, each quarter is 13 weeks long. In a 53-week fiscal year, each of the first two fiscal quarters and the fourth quarter are 13 weeks long, and the third fiscal quarter is 14 weeks long. References to the ~~second~~third quarter of ~~fiscal~~ 2019, the ~~second~~third fiscal quarter of 2019 or the three months ended ~~June 29,~~September 28, 2019 mean the period from ~~March 31,~~June 30, 2019 to ~~June 29,~~September 28, 2019. References to the ~~second~~third quarter of ~~fiscal~~ 2020, the ~~second~~third fiscal quarter of 2020 or the three months ended ~~June 27,~~October 3, 2020 mean the ~~13-week~~14-week period from ~~March 29,~~June 28, 2020 to ~~June 27,~~October 3, 2020. References to the ~~six~~nine months ended ~~June 29, 2019, the first six months of fiscal~~September 28, 2019 or the first ~~half~~nine months of fiscal 2019 mean the ~~26-week~~39-week period from December 30, 2018 to ~~June 29,~~September 28, 2019. References to the ~~six~~nine months ended ~~June 27, 2020, the first six months of fiscal~~October 3, 2020 or the first ~~half~~nine months of ~~fiscal~~ 2020 mean the ~~26-week~~40-week period from December 29, 2019 to ~~June 27,~~October 3, 2020.

Certain amounts in the 2019 financial statements have been reclassified to conform with the 2020 presentation with no impact or change to previously reported net income or ~~member’s~~shareholder’s equity.

We expect the effects of the COVID-19 pandemic to adversely impact our financial position, results of operations, and cash flows in fiscal 2020. The unaudited Condensed Consolidated Financial Statements presented herein reflect our current estimates and assumptions that affect the reported amount of assets and liabilities and related disclosures as of the date of the financial statements and reported amounts of sales and expenses during the reporting periods presented.

The denominators used to calculate earnings ~~(loss)~~ per share are as ~~follows:~~ follow:

	June 27, 2020		December 28, 2019		October 3, 2020		December 28, 2019

Raw material and component parts	$	17,638,594	$	17,225,469	$	15,600,494	$	17,225,469
Work in process		11,273,696		11,009,648		9,971,046		11,009,648
Finished goods		26,996,450		26,364,149		23,877,072		26,364,149
Total inventories	$	55,908,740	$	54,599,266	$	49,448,612	$	54,599,266

The Company maintains 12 reporting units, seven of which comprise the goodwill balance. These seven units have an aggregate carrying amount of goodwill of approximately ~~$75.4~~$77.8 million as of ~~June 27,~~October 3, 2020.

The Company tests its reporting units for impairment annually in December, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Such events and circumstances could include, among other things, increased competition or unexpected loss of market share, significant adverse changes in the markets in which the Company operates, or unexpected business disruptions. The Company tests reporting units for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, the Company records an impairment loss based on the difference between fair value and carrying amount not to exceed the associated carrying amount of goodwill. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industry and have been based on historical data from both external and internal sources.

In the second quarter of 2020, ~~the~~ management determined that it was more likely than not that the estimated fair value of Greenwald Industries was below its carrying amount. The factors that led to this determination included additional competition, industry movement away from legacy products and intense competition in new mobile payment apps. This fundamental shift in lower cost mobile payment systems away from the higher cost electronic smart card payment systems resulted in our belief that the carrying value of Greenwald exceeded its fair value. As a result, an independent valuation was conducted which estimated that the carrying value exceeded the fair value by approximately $4.0 million. Management ~~has~~ recognized this impairment charge in the ~~current~~second quarter.

In the ~~second~~third quarter of 2020, management performed ~~additional~~ assessments to determine if there were any events, circumstances or indicators of impairment among the Company’s ~~other~~ reporting units as a result of the operating conditions resulting from the COVID-19 pandemic. Management concluded that the Company has not experienced any specific indicators of impairment for goodwill among its ~~other~~ reporting units that would require additional impairment tests. There were no goodwill impairments in the third quarter of 2020.

The Company presents right-of-use (ROU) assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02, Leases. The Company elected to account for non-lease components as part of the lease component to which they relate. Lease accounting involves significant judgements, including making estimates related to the lease term, lease payments, and discount rate.

The Company has operating leases for buildings, warehouse and office equipment. The Company determines whether an arrangement is, or contains, a lease at contract inception. An arrangement contains a lease if the Company has the right to direct the use of and obtain substantially all of the economic benefits of an identified asset. ROU assets and lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew. The exercise of lease renewal options is at our sole discretion. The Company’s option to extend certain leases ranges from ~~12 - 134~~2 – 131 months. 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.

Currently, the Company has 4136 operating leases and ~~one~~four finance ~~lease~~leases with ~~an ROU asset and~~a lease liability of ~~$11,384,763~~$11,248,144 as of ~~June 27,~~October 3, 2020. The finance lease ~~arrangement is~~arrangements are immaterial. The basis, terms and conditions of the leases are determined by the individual agreements. The leases do not contain residual value guarantees, restrictions, or covenants ~~that could~~ that could cause the Company to incur additional financial obligations. We rent or sublease a part of one real estate property to a third party. There are no related party transactions. There are no leases that have not yet commenced that could create significant rights and obligations for the Company.

Total lease expense for each of the next five fiscal years is estimated to be as follows: remainder of 2020 - ~~$1,471,506;~~$824,251; 2021 - ~~$2,657,481;~~$3,011,067; 2022 - ~~$2,013,912;~~$2,067,173; 2023 - ~~$1,674,987;~~$1,699,249; 2024 - ~~$1,195,425.~~$1,223,651and $2,422,753thereafter. The weighted average ~~years~~remaining lease term is 6 ~~remaining lease term.~~years. The interest rate used was 5.0%.

On August 30, 2019, the Company entered into a credit agreement with Santander Bank, N.A., for itself, People’s United Bank, National Association and TD Bank, N.A. as lenders (the “Credit Agreement”), that included a $100 million term portion and a $20 million revolving commitment portion. Proceeds of the term loan were used to repay the Company’s remaining outstanding term loan (and to terminate its existing credit facility) with People’s United Bank, N.A. (approximately $19 million) and to acquire certain subsidiaries of Big 3 Holdings, LLC (collectively “Big 3 Precision”). The term portion of the loan requires quarterly principal payments of ~~$1,250,000 for~~$1,250,000for an 18-month period beginning December 31, 2019. The repayment amount then increases to $1,875,000 per quarter beginning September 30, 2021 and continues through June 30, 2023. The repayment amount then increases to ~~$2,500,000 per~~$2,500,000per quarter beginning September 30, 2023 and continues through June 30, 2024. The term loan is a 5-year loan with the remaining balance due on August 30, 2024. The revolving commitment portion has an annual commitment fee of 0.25% based on the unused portion of the revolver. The revolving commitment portion has a maturity date of August 30, 2024. As of ~~June 27,~~October 3, 2020, the Company has not borrowed any funds on the revolving commitment portion of the facility. The term loan bears interest at a variable rate based on the LIBOR rate plus an applicable margin of 1.25% to 2.25%, depending on the Company’s senior net leverage ratio. Borrowings under the revolving portion bear interest at a variable rate based on, at the Company’s election, a base rate plus an applicable margin of 0.25% to 1.25% or the LIBOR rate plus an applicable margin of 1.25% to 2.25%, with such margins determined based on the Company’s senior net leverage ratio. The Company’s obligations under the Credit Agreement are secured by a lien on certain of Company’s and its subsidiaries’ assets pursuant to a Pledge and Security Agreement, dated August 30, 2019 with Santander Bank, N.A., as administrative agent.

The Company’s loan covenants under the Credit Agreement require the Company to maintain a senior net leverage ratio not to exceed 4.25 to 1. In addition, the Company is required to maintain a fixed charge coverage ratio to be not less than 1.25 to 1. The Company was in compliance with all of its covenants under the Credit Agreement at ~~June 27,~~October 3, 2020 and through the date of filing this Form 10-Q.

On August 30, 2019, the Company entered into an interest rate swap contract with Santander Bank, N.A., with an original notational amount of $50,000,000, which was equal to 50% of the outstanding balance of the term loan on that date. The Company has a fixed interest rate of 1.44% on the swap contract and will pay the difference between the fixed rate and LIBOR when LIBOR is below 1.44% and will receive interest when the LIBOR rate exceeds 1.44%. On ~~June 27,~~October 3, 2020, the interest rate for half ($~~48.8~~47.5 million) of the term portion was ~~1.67%~~1.66%, using a one month LIBOR rate, and 2.94% on the remaining balance ($~~48.8~~47.5 million) of the term loan based on a one month LIBOR rate.

The interest rates under the Credit Agreement and the interest rate swap contract are susceptible to changes to the method of determining LIBOR rates and to the potential phasing out of LIBOR after 2021. Information regarding the potential phasing out of LIBOR is provided below.

On July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. In the United States, the Federal Reserve Board and the Federal Reserve Bank of New York, in conjunction with the Alternative Reference Rates Committee, identified the Secured Overnight Financing Rate (“SOFR”) as its preferred benchmark alternative to U.S. dollar LIBOR. SOFR represents a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is calculated based on directly observable U.S. Treasury-backed repurchase transactions. In March 2020, in response to this transition, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) -– Facilitation of the Effects of Reference Rate Reform on Financing Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued by reference rate reform, and addresses operational issues likely to arise in modifying contracts to replace discontinued reference rates with new rates. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. The Company is evaluating the potential impact of the replacement of LIBOR, which ultimately may or may not be SOFR, from both a risk management and financial reporting perspective, as well as the guidance under ASU 2020-04. At this time, it is not possible to predict whether any such changes to LIBOR will occur, whether SOFR will attain market traction as a LIBOR replacement, whether LIBOR will be phased out or any such alternative reference rates, other than SOFR, or other reforms to LIBOR will be enacted in the United Kingdom, the United States or elsewhere or the effect that any such changes, phase-out, SOFR or other alternative reference rates, or other reforms, if they occur, would have on the amount of interest paid on the Company’s LIBOR-based borrowings. Uncertainty as to the nature of such potential changes, phase-out, SOFR or other alternative reference rates, or other reforms may materially adversely affect interest rates paid by the Company on its borrowings. Reform of, or the replacement or phasing out of, LIBOR and proposed regulation of LIBOR and other “benchmarks”, including SOFR, may materially adversely affect the amount of interest paid on the Company’s LIBOR-based borrowings and could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Eastern Company 2010 Executive Stock Incentive Plan (the “2010 Plan”), for officers, other key employees, and non-employee Directors expired in February 2020. On February 19, 2020, the board of directors of the Company adopted the Eastern Company 2020 Stock Incentive Plan (the “2020 Plan”). On April 29, 2020, at the Company’s 2020 Annual Meeting of Shareholders, the shareholders of the Company approved and adopted the 2020 Plan. The 2020 Plan replaced the 2010 Plan. The Company has no other existing plan pursuant to which equity awards may be granted.

Incentive stock options granted under the 2010 Plan and the 2020 Plan must have exercise prices that are not less than 100% of the fair market value of the Company’s common stock on the dates the stock options are granted. Restricted stock awards may also be granted to participants under the 2010 Plan and the 2020 Plan with restrictions determined by the Compensation Committee of the Company’s Board of Directors. Under the 2010 Plan and the 2020 Plan, non-qualified stock options granted to participants will have exercise prices determined by the Compensation Committee of the Company’s Board of Directors. During the first ~~six~~nine months of fiscal 2020 and 2019, no stock options or restricted stock were granted that were subject to the meeting of performance measurements. For the first ~~half~~nine months of fiscal 2019, the Company used several assumptions which included an expected term of 3.5 to 4 years, volatility deviation of 28.88% to 32.33% and a risk free rate of 1.42% to 2.48%. For the first ~~half~~nine months of fiscal 2020, the Company used several assumptions which included an expected term of 4.0 years, volatility deviation of 38.62% and a risk free rate of 0.26%. for the purposes of measuring compensation under the Black Scholes Method.

The 2010 Plan and the 2020 Plan also permit 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. During the first ~~six~~nine months of fiscal 2020, the Company issued 44,000 SARs under the 2020 Plan, and during the first ~~six~~nine months of fiscal 2019, ~~36,000~~96,000 SARs were issued under the 2010 Plan.

Stock-based compensation expense in connection with SARs previously granted to employees was approximately $85,000 and ~~$93,000~~$108,000 in the ~~second~~third quarter of 2020 and 2019 respectively and ~~for~~ was approximately ~~$195,000~~$279,000 and ~~$173,000~~$281,000 in the first ~~six~~nine months of fiscal years 2020 and 2019 respectively.

As of ~~June 27,~~October 3, 2020, there were ~~no shares of Company common stock reserved and available for future grant under the 2010 Plan, as it expired and there were 751,864~~818,864 shares of Company common stock reserved and available for future grant under the 2020 Plan.

The following tables set forth the outstanding stock grants for the period specified:

As of ~~June 27,~~October 3, 2020, outstanding SARs and grants had an intrinsic value of ~~$445,000.~~$558,000.

On May 3, 2018, the Company announced that its Board of Directors had authorized a new program to repurchase up to 200,000 shares of the Company’s common stock. The Company’s share repurchase program does not obligate it to acquire the Company’s common stock at any specific cost per share. Under this program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company did not repurchase any shares under its share repurchase program during the ~~second~~third quarter of 2020.

The Company’s revenues result from the sale of goods and services and reflect the consideration to which the Company expects to be entitled. The Company records revenues based on a five-step model in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers."” The Company has defined purchase orders as contracts in accordance with ASC Topic 606. For its customer contracts, the Company identifies its performance obligations, which isare delivering goods or services, ~~determining~~determines the transaction price, ~~allocating~~allocates the contract transaction price to the performance obligations (when applicable), and recognizes the revenue when (or as) the performance obligation is transferred to the customer. A good or service is transferred when the customer obtains control of that good or service. The Company’s revenues are recorded at a point in time from the sale of tangible products. Revenues are recognized when products are shipped.

Customer volume rebates, product returns, discount and allowance are variable consideration and are recorded as a reduction of revenue in the same period that the related sales are recorded. The Company has reviewed the overall sales transactions for variable consideration and has determined that these costs are not material.

Refer to Note L for revenues reported by segment. Refer to Note D for a discussion of goodwill impairment. The Company has no future performance obligations and does not capitalize costs to obtain or fulfill contracts.

The Company files income tax returns in the U.S. federal jurisdiction, and in various states and foreign jurisdictions. With limited exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2015 and is no longer subject to non-U.S. income tax examinations by foreign tax authorities for years prior to 2013.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The changes implemented in ASU 2019-12 include removing exceptions to incremental intraperiod tax allocation of losses and gains from different financial statement components, exceptions to the method of recognizing income taxes on interim period losses and exceptions to deferred tax liability recognition related to foreign subsidiary investments. In addition, ASU 2019-12 requires that entities recognize franchise tax based on an incremental method, requires an entity to evaluate the accounting for step-ups in the tax basis of goodwill as inside or outside of a business combination, and removes the requirement to allocate the current and deferred tax provision among entities in standalone financial statement reporting. The ASU also now requires that an entity reflect enacted changes in tax laws in the annual effective rate, and other codification adjustments have been made to employee stock ownership plans. For public business entities, the amendments in ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of ASU 2019-12 is permitted, including adoption in any interim period for public business entities for periods for which financial statements have not yet been issued. The Company will adopt ASU 2019-12 in 2021.

On March 27, 2020, ~~President Trump signed into law~~ the $2 trillion bipartisan Coronavirus Aid, Relief, and Economic Security Act (H.R. 748) (“~~The~~the CARES Act”) became law). The CARES Act includes a variety of economic and tax relief measures intended to stimulate the economy, including loans for small businesses, payroll tax credits/deferrals, and corporate income tax relief. We are analyzing the following components of the CARES Act to determine their effect on our income tax provision:

The Company will also continue to assess the effect of state level tax relief provisions as enacted, such as state net operating loss rule changes and conformity to the federal interest, depreciation and charitable contribution deduction changes.

The total amount of unrecognized tax benefits could increase or decrease within the next 12 months for a number of 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 amount of unrecognized tax benefits during the three months ended ~~June 27,~~October 3, 2020. 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.

The Company has non-contributory defined benefit pension plans covering most U.S. employees. Plan benefits are generally based upon age at retirement, years of service and, for the plan covering salaried employees, the level of compensation. The Company also sponsors unfunded non-qualified supplemental retirement plans that provide certain former officers with benefits in excess of limits imposed by federal tax law.

The Company also provides health care and life insurance for retired salaried employees in the United States who meet specific eligibility requirements.

Significant disclosures relating to these benefit plans for the first ~~half~~nine months of fiscal years 2020 and 2019 are as follows:

	Pension Benefits												Pension Benefits
	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019			October 3, 2020			September 28, 2019			October 3, 2020			September 28, 2019
Service cost	$	266,434		$	263,854		$	532,870		$	527,706		$	266,435		$	263,852		$	799,305		$	791,558
Interest cost		714,142			879,080			1,428,285			1,758,160			714,143			879,080			2,142,428			2,637,240
Expected return on plan assets		(1,365,262	)		(1,190,331	)		(2,730,523	)		(2,380,661	)		(1,365,261	)		(1,190,329	)		(4,095,784	)		(3,570,990	)
Amortization of prior service cost		24,845			24,845			49,690			49,690			24,845			24,845			74,535			74,535
Amortization of the net loss		325,034			290,550			650,068			581,099			325,033			290,548			975,101			871,647
Net periodic benefit cost (benefit)	$	(34,807	)	$	267,998		$	(69,610	)	$	535,994		$	(34,805	)	$	267,996		$	(104,415	)	$	803,990

The Company’s funding policy with respect to its qualified plans is to contribute at least the minimum amount required by applicable laws and regulations. In fiscal year 2020, the Company expects to contribute $2,690,000 into its pension plans and $50,000 into its postretirement plan. As of ~~June 27,~~October 3, 2020, the Company has made contributions of approximately ~~$400,000 into~~$400,000into its pension plans, has contributed ~~$15,000~~$10,000 to its postretirement plan and will make the remaining contributions as required during the remainder of fiscal the year. The Company delayed its required pensions payments, as permitted, under the CARES Act until the fourth quarter of 2020.

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. non-union employees. The 401(k) Plan allows participants to make voluntary contributions from their annual compensation on a pre-tax basis, subject to limitations under the Internal Revenue Code. The 401(k) Plan provides for contributions by the Company at its discretion.

The non-discretionary contribution of $550,286 made in the ~~six~~nine months ended ~~June 27,~~October 3, 2020 was accrued for and expensed in the prior fiscal year.

~~Financial~~For the third quarter of 2020, financial information by segment is as follows:

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019			October 3, 2020			September 28, 2019			October 3, 2020			September 28, 2019
Revenues:
Sales to unaffiliated customers:
Industrial Hardware	$	33,871,790		$	37,490,953		$	81,108,395		$	75,894,296		$	47,141,513		$	39,427,301		$	128,249,908		$	115,321,597
Security Products		11,114,117			16,502,698			23,498,601			31,185,702			14,189,215			14,169,694			37,687,815			45,355,397
Metal Products		3,847,502			7,446,278			9,552,029			15,243,079			4,474,830			7,095,650			14,026,859			22,338,729
	$	48,833,409		$	61,439,929		$	114,159,025		$	122,323,077		$	65,805,558		$	60,692,645		$	179,964,582		$	183,015,723

Income (loss) before income taxes:
Industrial Hardware	$	1,927,737		$	747,415		$	5,818,191		$	2,015,552		$	3,350,139		$	3,419,052		$	9,168,330		$	6,369,647
Security Products		(3,237,527	)		1,902,547			(2,293,298	)		2,875,435			1,569,173			1,762,703			(724,125	)		3,703,098
Metal Products		(932,418	)		309,331			(1,347,441	)		402,614			(683,500	)		538,656			(2,030,942	)		941,268
Operating Profit (loss)		(2,242,207	)		2,959,293			2,177,452			5,293,601			4,235,812			5,720,411			6,413,263			11,014,013
Interest expense		(606,553	)		(261,618	)		(1,434,217	)		(554,158	)		(647,066	)		(420,377	)		(2,081,283	)		(974,536	)
Other income		416,917			586,823			603,322			600,748			365,703			188,623			969,024			789,371
	$	(2,431,843	)	$	3,284,498		$	1,346,557		$	5,340,191		$	3,954,449		$	5,488,657		$	5,301,004		$	10,828,848

In December 2019, FASB issued ASU 2019-12, Simplifying the Accounting for Income Tax. The changes implemented in ASU 2019-12 include removing exceptions to incremental intraperiod tax allocation of losses and gains from different financial statement components, exceptions to the method of recognizing income taxes on interim period losses and exceptions to deferred tax liability recognition related to foreign subsidiary investments. In addition, ASU 2019-12 requires that entities recognize franchise tax based on an incremental method, requires an entity to evaluate the accounting for step-ups in the tax basis of goodwill as inside or outside of a business combination, and removes the requirement to allocate the current and deferred tax provision among entities in standalone financial statement reporting. The ASU also now requires that an entity reflect enacted changes in tax laws in the annual effective rate, and other codification adjustments have been made to employee stock ownership plans. For public business entities, the amendments in ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of ASU 2019-12 is permitted, including adoption in any interim period for public business entities for periods for which financial statements have not yet been issued. The Company will adopt ASU 2019-12 as of January 1, 2021. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements of the Company.

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.

Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and contractual obligations to the Company, as and when they become due. The primary credit risk for the Company is its accounts receivable due from customers. The Company has established credit limits for customers and monitors their balances to mitigate the risk of loss. As of October 3, 2020, there was one significant concentration of credit risk with a customer, who has receivables representing 13% of our total accounts receivable. One single customer represented more than 10% of the Company’s net accounts receivable as of December 28, 2019. The maximum exposure to credit risk is primarily represented by the carrying amount of the Company’s accounts receivable.

The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt, which bears interest at variable rates based on the LIBOR rate plus a margin spread of 1.25% ~~to 2.25%~~to2.25%. The Company has an interest rate swap with a notional amount of ~~$48,750,000~~$47,500,000 on ~~June 27,~~October 3, 2020, to convert a portion the borrowing under the Credit Agreement from variable to fixed rates. The valuation of this swap is determined using the one month LIBOR rate index and mitigates the ~~Company's~~Company’s exposure to interest rate risk. Additionally, interest rates on the ~~Company's~~Company’s debt are susceptible to changes to the method that LIBOR rates are determined and to the potential phasing out of LIBOR after 2021. The potential phasing out of LIBOR is discussed in greater detail in Note F -— Debt hereof and under the heading “The phase out of the London Interbank Offered Rate (LIBOR), or the replacement of LIBOR with a different reference rate, may adversely affect interest rates” in Part I, Item 1A of the 2019 Form 10-K.

The Company’s currency exposure is concentrated in the British pound, Canadian dollar, Mexican peso, New Taiwan dollar, Chinese RMB and the Hong Kong dollar. Because of the Company’s limited exposure to any single foreign market, any currency gains or losses have not been material and are not expected to be material in the future. As a result, the Company does not attempt to mitigate its foreign currency exposure through the acquisition of any speculative or leveraged financial instruments.

~~In June~~Effective August 10, 2020 the Company ~~completed~~acquired certain assets of Hallink, RSB Inc. (“Hallink”) including accounts receivable, inventories, furniture, fixtures and equipment, intellectual property rights, assumption of certain liabilities and rights existing under all sales and purchase agreements. Hallink is a leader in innovative injection blow mold tooling and is a leading supplier of blow molds and change parts to the ~~divestiture~~food, beverage, healthcare and chemical industry. Hallink specializes in the design, development and manufacture of 2-step stretch blow molds, and related components for the stretch blow molding industry offering integrated turnkey solutions to its ~~subsidiary, Canadian Commercial Vehicles Corporation to 1252256 B.C. LTD. for $1.3 million~~customers worldwide.

Hallink is included in ~~a promissory note. Under~~ the ~~terms~~Industrial Hardware segment of the ~~agreement, 1252256 B.C. LTD.~~Company from the date of the acquisition. The cost of the acquisition of Hallink was approximately $7,173,000.

The above acquisition was accounted for under ASU 2014-18, Business Combinations (Topic 805). The acquired business is included in the ~~stock~~consolidated operating results of ~~our manufacturing facility in Kelowna, British Columbia at book value.~~the Company from the effective date of the acquisition. The excess of the cost of Hallink over the fair market value of the net assets acquired of $2,302,000 has been recorded as goodwill.

In connection with the above acquisition, the Company recorded the following intangible assets:

Neither the actual results nor the pro forma effects of the acquisition of Hallink are material to the Company’s financial statements.

~~Except as provided below, the~~The Company evaluated its ~~June 27,~~October 3, 2020 unaudited condensed consolidated financial statements for subsequent events through the date the financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

In July 2020, the Company signed an Asset Purchase Agreement to acquire the assets of and assume the liabilities of Hallink RSB Inc. for approximately $7.0 million in cash. The closing is scheduled to take place in or around August 2020. Hallink RSB Inc. is a manufacturer of PET blow mold tooling operating from its manufacturing facility in Ontario, Canada.

ITEM 2 -– MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to highlight significant changes in the financial position and results of operations of The Eastern Company (together with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”) for the quarter ended ~~June 27,~~October 3, 2020. The interim financial statements and this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended December 28, 2019 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Company’s 2019 Form 10-K, which was filed with the SEC on March 5, 2020 (the “2019 Form 10-K”).

The Company’s fiscal year is a 52-53-week fiscal year ending on the Saturday nearest to December 31. References to ~~fiscal~~ 2019 or the 2019 fiscal year mean the 52-week period ended on December 28, 2019 and references to ~~fiscal~~ 2020 or the 2020 fiscal year mean the 53-week period ending on January 2, 2021. In a 52-week fiscal year, each quarter is 13 weeks long. In a 53-week fiscal year, each of the first two fiscal quarters and the fourth quarter are 13 weeks long, and the third fiscal quarter is 14 weeks long. References to the ~~second~~third quarter of ~~fiscal~~ 2019, the ~~second~~third fiscal quarter of 2019 or the three months ended ~~June 29,~~September 28, 2019 mean the ~~13-week~~ period from ~~March 31,~~June 30, 2019 to ~~June 29,~~September 28, 2019. References to the ~~second~~third quarter of fiscal 2020, the ~~second~~third fiscal quarter of 2020 or the three months ended ~~June 27,~~October 3, 2020 mean the ~~13-week~~14-week period from ~~March 29,~~June 28, 2020 to ~~June 27,~~October 3, 2020. References to the ~~six~~nine months ended ~~June 29, 2019, the first six months of fiscal~~September 28, 2019, or the first ~~half~~nine months of fiscal 2019 mean the ~~26-week~~39-week period from December 30, 2018 to ~~June 29,~~September 28, 2019. References to the ~~six~~nine months ended ~~June 27, 2020, the first six months of fiscal~~October 3, 2020, or the first ~~half~~nine months of fiscal 2020 mean the ~~26-week~~40-week period from December 29, 2019 to ~~June 27,~~October 3, 2020.

Statements contained in this Quarterly Report on Form 10-Q that are not based on historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terminology such as “should,” “could,” “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms or variations of those terms or the negative of those terms. There are many factors that affect the Company’s business and the results of its operations and that may cause the actual results of operations in future periods to differ materially from those currently expected or anticipated. These factors include, but are not limited to: effects of the COVID-19 pandemic and the measures being taken to limit the spread and resurgence of COVID-19, including supply chain disruptions, delays in delivery of our products to our customers, impact on demand for our products, reductions in production levels, increased costs, including costs of raw materials, the impact on global economic conditions, the availability, terms and cost of financing, including borrowings under the Credit Agreement, and risks associated with employees working remotely or operating with reduced workforce; the scope and duration of the COVID-pandemic, including the extent of any resurgences and how quickly and to what extent normal economic activity can resume; the timing of the development and distribution of effective vaccine or treatment of COVID-19; risks associated with doing business overseas, including fluctuations in exchange rates and the inability to repatriate foreign cash, the impact on cost structure and on economic conditions as a result of actual and threatened increases in trade tariffs and the impact of political, economic and social instability; restrictions on operating flexibility imposed by the agreement governing our credit facility; the inability to achieve the savings expected from global sourcing of materials; the impact of higher raw material and component costs, particularly steel, plastics, scrap iron, zinc, copper and electronic components; lower-cost competition; our ability to design, introduce and sell new products and related components; market acceptance of our products; the inability to attain expected benefits from acquisitions or the inability to effectively integrate such acquisitions and achieve expected synergies; domestic and international economic conditions, including the impact, length and degree of economic downturns on the customers and markets we serve and more specifically conditions in the automotive, construction, aerospace, energy, oil and gas, transportation, electronic, commercial laundry, mining and general industrial markets; costs and liabilities associated with environmental compliance; the impact of climate change or terrorist threats and the possible responses by the U.S. and foreign governments; failure to protect our intellectual property; cyberattacks; and materially adverse or unanticipated legal judgments, fines, penalties or settlements. Although the Company believes it has an appropriate business strategy and the resources necessary for its operations, future revenue and margin trends cannot be reliably predicted and the Company may alter its business strategies to address changing conditions. Also, the Company makes estimates and assumptions that may materially affect reported amounts and disclosures. These relate to valuation allowances for accounts receivable and excess and obsolete inventories, accruals for pensions and other postretirement benefits (including forecasted future cost increases and returns on plan assets), provisions for depreciation (estimating useful lives), uncertain tax positions, and, on occasion, accruals for contingent losses. The Company undertakes no obligation to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except as required by law.

As of ~~June~~October 2020, there have been significant impacts to the Company’s operations due to the COVID-19 pandemic and actions that have been taken to slow the spread and resurgence of COVID-19, and we expect those impacts to continue for some time.

Across the Company, we have implemented a broad range of policies and procedures to ensure that employees at all of our locations remain healthy. We listened to and learned a great deal from our colleagues in China, who began feeling the impact of COVID-19 in late 2019, and took early-on decisive action across our North American operations, accordingly. Steps that we have taken to reduce COVID-19 risk to our employees include, among others: implementing social distancing measures, staggering staff and shifts, enabling work from home for as many employees as possible, and implementing an enhanced cleaning program across all sites. We are advising our employees on the importance of wearing facemasks to reduce the spread COVID-19. As government authorities implement restrictions on commercial operations, we continue to ensure compliance with these directives in order to maintain business continuity for our essential operations. We continue to seek and implement additional methods to further reduce COVID-19 risk to our employees.

The Company has operations in Shanghai and Dongguan China that ~~have been impacted~~were affected by ~~COVID-19.~~COVID-19 in the first six months of the year. The virus led to a chain of events that interfered with our ability, and the ability of certain suppliers of ours, to conduct business. We source approximately ~~15%~~10% of our products and components from China. As a result of government mandated shutdowns at our facilities, and those of certain suppliers, in China, many of the products that we have ordered ~~have been~~were delayed by approximately four to six weeks, which ~~has~~ resulted in delays in our product shipments to our customers through May 2020. By mid-March 2020, COVID-19 ~~had begun to~~ spread across the United States, which precipitated the closure by government authorities of non-essential businesses. The majority of our businesses ~~are~~were deemed essential and ~~have~~ accordingly remained open, but at reduced levels. Many of our customers operating in both automotive/transportation and non-automotive/transportation markets experienced varying degrees of shutdowns beginning in the last week of March, and, on a case-by-case basis, began to reopen at various dates beginning in May 4, 2020. We estimate the adverse financial impact of COVID-19 on our ~~second~~third quarter operating sales and profit to be an approximate ~~$16.1~~$6.1 million and ~~$3.2~~$1.1 million reduction net of tax, respectively. The broader economic fallout caused by COVID-19 may result in unfavorable operating earnings and cash flow generation in the months to follow.

Although we sustained delays and disruptions in our supply chain and operations in China, in the first quarter of 2020, the majority of our facilities returned to normal operation but at reduced levels during the second fiscal quarter of 2020 and through the third quarter of 2020. We do not anticipate further disruption in our operations unless ~~resurgences~~resurgence of COVID-19 were to appear, which could cause further disruptions in our business and could adversely affect our financial condition, results of operations and cash flow. In addition, the broader economic fallout caused by COVID-19 may result in unfavorable operating earnings and cash flow generation in the months to follow, as a result of decreased consumer demand for our and our customers’ products. The future extent of the ~~COVID-19’s~~ effect of COVID-19 on our operational and financial performance will depend in large part on developments, that cannot be predicted with confidence at this time. Future developments include the ultimate duration, scope and severity of the pandemic and any resurgences, actions that may continue to be taken to contain or mitigate the impact of the pandemic, such as the extent of restrictions on gatherings and travel, the impact on governmental programs and budgets, the development of treatments or vaccines, and the resumption of widespread economic activity. Although the inherent uncertainty of the unprecedented and rapidly evolving crisis makes it difficult to predict with any confidence the likely impact of COVID-19 on our future operations, COVID-19 could have a material adverse impact on our consolidated business, results of operations and financial condition. For a discussion of certain COVID-19-related risks, see Item 1A, Risk Factors, of Part II of this Form 10-Q.

~~The Company has accelerated the optimization of its portfolio of businesses in the second quarter of fiscal 2020. In June~~On August 7, 2020, the Company ~~completed~~acquired certain assets of Hallink RSB Inc. (“Hallink”) including accounts receivable, inventories, furniture, fixtures and equipment, intellectual property rights, and assumed certain liabilities and rights existing under all sales and purchase agreements. The transaction price was $7.2 million and was internally financed. Hallink is a leading supplier of blow molds and change parts to the ~~divestiture~~food, beverage, healthcare and chemical industry. Hallink specializes in the design, development and manufacture of 2-step stretch blow molds, and related components for the stretch blow molding industry offering integrated turnkey solutions to its subsidiary, Canadian Commercial Vehicles Corporation, to 1252256 B.C. LTD. for $1.3 million, payable pursuant to a promissory note from the buyer. Under the terms of the agreement with the buyer, 1252256 B.C. LTD. acquired the stock of Canadian Commercial Vehicles Corporation, which owns our manufacturing facility in Kelowna, British Columbia at book value. customers worldwide.

~~For~~During the ~~second fiscal~~third quarter of 2020 the ~~results~~Company announced a change in its organization resulting from the combination of ~~operations reflect~~our Illinois Lock Division and Eberhard Manufacturing Division. As a ~~goodwill impairment of $4.0 million. This impairment loss affects the comparability of financial results. See Note D, Goodwill, in Item 1, Financial Statements, of Part I~~result of this ~~Form 10-Q~~organizational change, the Company evaluated its segment reporting. Based on this evaluation, the Company determined that organizational change did not impact our internal reporting and reportable segments for ~~additional information on~~ the ~~impairment loss.~~third quarter of 2020, but will impact our internal reporting and reportable segments for the fourth quarter of 2020. For the third quarter of 2020, as reflected in prior periods, we had three reportable segments: Industrial Products Segment, Security Product Segment and Metal Product Segment. Beginning in the fourth quarter of 2020, we will report in two segments: Engineered Solutions Segment and Diversified Products Segment. The Engineered Solutions Segment will consist of our combined Illinois Lock and Eberhard Manufacturing Division; Big 3 Precision including Big 3 Products, Big 3 Mold, Associated Toolmakers Ltd, and the newly named Hallink Moulds, Inc.; Eastern Industrial Ltd.; Velvac Holdings and Dongguan Reeworld Security Products Ltd. The Diversified Products Segment will consist of Frazer and Jones Division; Greenwald Industries Division; Argo EMS and Sesamee Mexicana, S.A. de C.V.

Net sales in the ~~second fiscal~~third quarter of 2020 ~~decreased 21%~~increased 8% to ~~$48.8~~$65.8 million from ~~$61.4~~$60.7 million, and ~~nets~~net sales in the first ~~six~~nine months of ~~fiscal~~ 2020 decreased 7%2% to ~~$114.2~~$180.0 million from ~~$122.3~~$183.0 million, compared to the corresponding periods in ~~fiscal~~ 2019. Excluding Big 3 Precision, sales in the third quarter and first nine months of 2020 declined $5.0 million or 9%, to $51.0 million from sales of $56.0 million and $38.4 million or 22%, to $140.0 million from sales of $178.4 million from the corresponding periods in 2019, respectively. The sales decline is primarily due to the ~~decision by~~divestiture of a subsidiary, Canadian Commercial Vehicle, in the second quarter of 2020. Sales in 2019 included Canadian Commercial Vehicles Corporation of $2.7 million in the third quarter and $7.6 million in the first nine months of 2019 whereas in 2020 there were no sales in the third quarter of 2020 and $2.6 million in the first nine months of 2020. In addition, the decline in sales in the first nine months of 2020 can be attributed to the fact that many of our industrial and consumer goods customers ~~to close~~closed their operations ~~and~~in the second quarter of 2020 as a ~~precipitous decline in demand for mining related products resulting from~~result of the COVID-19 pandemic.

~~Sales decreased~~Net sales in the third quarter of 2020 increased in the Industrial Hardware segment by ~~10%~~20% to ~~$33.9~~$47.1 million from $39.4 million in the ~~second fiscal quarter of 2020 from $37.5 million in the second~~third fiscal quarter of 2019 and increased by 7%11% to ~~$81.1~~$128.2 million for the first ~~six~~nine months of ~~fiscal year~~ 2020 from ~~$75.9~~$115.3 million in the corresponding period of ~~fiscal~~ 2019. Excluding Big 3 Precision, sales in the third quarter of 2020 decreased ~~42%~~7% in the Industrial Hardware segment to $32.3 million from sales of $34.7 million in the ~~second~~third quarter of 2019, and sales in the first nine months of 2020 decreased 20% to $88.3 million from sales of $110.6 million in the first nine months of 2019. Lower sales in the third quarter of 2020 were due to the sale of Canadian Commercial Vehicles Corporation in the second quarter of 2020 and ~~decreased 26%~~continued softness in the majority of the markets into which we sell. For the first ~~six~~nine months of ~~fiscal~~ 2020, ~~compared to the comparable periods of fiscal 2019. Lower~~ sales decreases were ~~primarily~~ attributable to (i) the sale of Canadian Commercial Vehicles Corporation in the second quarter of 2020, (ii) the temporary customer closures in April and May of ~~2020. Many~~2020 and (iii) the continued softness in the majority of our ~~industrial transportation~~markets we serve through the first nine months of 2020. These declines were partially offset by third quarter sales in military products which were up by 14%, off-highway products which were up by 18%, and ~~consumer discretionary product manufactures closed their facilities for one or more weeks during the quarter. Increased~~truck and recreational vehicle mirror sales, ~~to our distributors~~which were up by 18% and ~~aftermarket customers, as well as stronger sales to military end markets, were insufficient to offset the impact of customer closures.~~14%, respectively.

~~Sales~~Net sales in the Security Products segment in the third quarter of 2020 were ~~also impacted~~comparable to the sales in the third quarter of 2019. Increases in storage, distribution vehicular accessories and medical markets were more than offset by ~~COVID-19~~decreases in sales to our point of sales, network technology equipment and commercial laundry markets. Sales for ~~both~~ the ~~second quarter and~~ first ~~six~~nine months of ~~fiscal 2020. Sales decreased 33% in~~2020 were down 17% compared to the ~~second quarter and decreased 25%~~same periods of 2019. The impact of COVID-19 in the first ~~six months~~half of ~~2020 compared~~the year can be attributed to ~~the corresponding period of fiscal 2019. Lower sales were attributable to temporary customer closures as well as~~ lower demand across ~~the majority~~all of ~~the~~our markets as businesses we serve ~~including distribution, industrial, vehicular accessories and commercial laundry. Impacting~~dramatically curtailed purchasing. In addition, sales for the first ~~six~~nine months of fiscal 2020 were down due to the loss of several supply contracts ~~for mechatronic padlock systems and recreational vehicles door latches,~~ that generated sales in the first ~~six months~~half of ~~fiscal~~ 2019 that did not ~~recur~~reoccur in ~~the first six months of fiscal~~ 2020.

Sales in the Metal Products segment decreased ~~48%~~37% in the ~~second~~third quarter and ~~declined 37%~~ for the first ~~six~~nine months of ~~fiscal~~ 2020 compared to sales in the corresponding periods of 2019. Mining products decreased ~~56%~~40%, and sales of industrial casting products decreased 36% in both the ~~second fiscal~~third quarter ~~of 2020 while mining products declined 39%~~ and ~~industrial castings declined 35% for the~~ first ~~six~~nine months of ~~fiscal 2020 compared to the corresponding period of 2019.~~2020. Mining product sales in the ~~second~~third quarter and first ~~six~~nine months were impacted by a combination of growing renewable energy capacity and extremely low natural gas prices, which led utilities to cut back on coal usage in addition to COVID-19 which forced many mine closures ~~resulting~~and resulted in further loss of sales. Mines began to open up in the third quarter and sales of mining product improved by 24% from the second quarter of 2020. Sales of industrial castings in the ~~second quarter and the~~ first ~~six~~nine months were negatively impacted by the loss of a customer that had temporarily sourced products from us in 2019 due to a fire at its facility in ~~2018, that temporarily shut down production of products that would otherwise have been sourced internally.~~ 2018.

Net sales of existing products ~~decreased 24%~~increased 3% in the ~~second~~third quarter and decreased ~~10%~~6% in the first ~~six~~nine months of 2020 compared to the corresponding ~~period of fiscal~~periods in 2019. Price increases and new products ~~affected a 3% increase in~~increased net sales in the ~~second~~third quarter by 5% and 2%4% in the first ~~six~~nine months of ~~fiscal~~ 2020. New products included numerous mirror assemblies, compression latches, a handle and finger pull assembly, mount plate latch, canopy lock assembly, handle assembly and crossbar lock assembly and hospital bed frames for use in the field hospitals established due to COVID-19.

Cost of products sold ~~decreased $8.4~~increased $5.3 million, or ~~18%~~12%, in the ~~second fiscal~~third quarter of ~~2020, and decreased $5.2 million or 6% in the first six months of fiscal 2020 compared to the corresponding period of fiscal 2019.~~2020. The primary reason for the ~~decrease~~increase in cost of products sold in the third quarter is due to an increase in sales from the ~~reduction~~Big 3 Precision acquisition in ~~sales.~~2019. Excluding Big 3 Precision cost of products sold in the third quarter of 2020, decreased $2.4 million or 6% to $40.4 million from costs of products sold of $42.8 million in the third quarter of 2019. Material costs decreased ~~$10.5~~$3.0 million in the ~~second fiscal~~third quarter as we reduced inventory and curtailed replenishing stock in order to improve our cash flow generation. For the first nine months of 2020 cost of products sold was comparable to the same periods in 2019. Excluding Big 3 Precision cost of products sold decreased ~~$10.9~~$29.5 million or 21% to $110.7 million from cost of products sold of $140.2 in the first ~~six~~nine months of ~~fiscal 2020 compared to the corresponding periods in fiscal~~ 2019 on lower sales volume and lower material ~~costs incurred in the production of a new Class 8 truck mirror. We have successfully transitioned all components to more favorable pricing from new suppliers.~~costs. In addition, raw material costs have decreased year-over-year, hot-rolled steel decreased 7%3%, cold-rolled steel decreased 6%8%, ~~aluminum~~nickel decreased ~~12%~~9%, ~~copper~~scrap iron decreased 4%, while copper and zinc ~~decreased 25% while scrap iron~~ increased 11% and 5%. respectively. However raw material prices are starting to show signs of price increases in the third quarter of 2020. Also favorably impacting the ~~second fiscal~~third quarter and first ~~half~~nine months of ~~fiscal~~ 2020 were lower freight costs of ~~$0.8~~$0.5 million, ~~in the second quarter of fiscal 2020,~~or a ~~48% reduction~~27% decrease, and $1.9 million, or a 36% decrease, over the ~~second fiscal quarter of~~comparable periods in 2019, and lower freight costs of $1.4 million in the first six months of fiscal 2020, a 40% reduction over the first six months of fiscal 2019, due to the elimination of certain supplier quality issues and expedited shipping costs.respectively. Lower production levels resulted in the under-absorption of operating costs in the amount of ~~$0.4~~$1.4 million during the ~~second~~third quarter and ~~$0.3~~$1.6 million in the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods in ~~fiscal~~ 2019. Further, foreign currency exchange losses increased $0.6 million and $0.4 million for the third quarter and first nine months as compared to the same periods of 2019 respectively.

Finally, the Company paid tariff costs on China-sourced products of approximately $0.6 million in the ~~second~~third quarter of ~~fiscal~~ 2020 compared to ~~$0.3~~$0.9 million incurred in the ~~second~~third quarter of ~~fiscal~~ 2019, and ~~$1.8~~$2.4 million for the first ~~six~~nine months of ~~fiscal~~ 2020 compared to ~~$0.5~~$1.5 million in the first ~~six~~nine months of ~~fiscal~~ 2019, all of which have been recovered through price increases.

Gross margin as a percent of sales was 22% in the ~~second~~third quarter and 23% in the first ~~six~~nine months of ~~fiscal~~ 2020 compared to 25% in the third quarter and 24% in the ~~second quarter and~~ first ~~six~~nine months of ~~fiscal~~ 2019.

Product development expense in the third quarter of 2020 was comparable to that of the third quarter of 2019 at $0.9 million and decreased ~~$1.4~~$2.6 million or ~~65%, in the second quarter and decreased $2.9 million or 65%~~52% in the first ~~six~~nine months of 2020 compared to the corresponding periods of 2019. The reduction in this expense relates to the closure of the Velvac Road-iQ development operation in Bellingham, Washington, ~~which took place~~ in the second quarter of ~~fiscal~~ 2019, ~~a strategic decision that we made~~ to adopt a leaner approach to the development of new vision products.

Selling and administrative expense ~~decreased $0.1~~increased $1.2 million or ~~1%,~~14% in the ~~second~~third quarter and increased ~~$1.4~~$2.4 million or 8%10% in the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods of ~~fiscal~~ 2019, primarily as a result of the inclusion of Big 3 Precision in the 2020 period. ~~The~~For the first nine months of 2020 the most significant factor contributing to the overall increase was payroll and payroll related expenses of ~~$0.8~~$1.1 million and amortization expense related to the acquisition of ~~$1.2 million~~Big 3 Precision in the ~~first six months~~amount of ~~fiscal 2020.~~

$1.7 million. Excluding Big 3 Precision, selling and administrative expenses ~~decreased 22%~~ in the ~~second~~third quarter of 2020 increased 5% to $7.0 million from selling and administrative expenses of $6.7 million in the third quarter of 2019, and selling and administrative expenses in the first nine months of 2020 decreased ~~12%~~10% to $21.1 million from selling and administrative expenses of $23.3 million in the first nine months of 2019. The most significant factor contributing to the increase in the third quarter of 2020 was the reclassification of acquisition related cost for the Big 3 acquisition in 2019. For the first ~~six~~nine months of 2020, the ~~2020~~decrease in selling and administrative expenses was due to payroll and payroll related expenses of $1.6 million, and travel expenses of $0.5 million respectively, as compared to the ~~corresponding~~same periods of 2019.

Restructuring costs of $0.3 million incurred in the ~~second quarter~~first nine months of ~~fiscal~~ 2020 related to the divestiture of Canadian Commercial Vehicles Corporation in the second quarter of fiscal 2020, compared to restructuring costs of ~~$1.8~~$2.7 million during for the ~~second quarter~~first nine months of ~~fiscal~~ 2019, which were related to the discontinuance of our Road iQ development operations based in Bellingham, Washington and the relocation costs of our Composite Panels Technologies division in Salisbury, North Carolina to the Canadian Commercial ~~Vehicle division~~Vehicles Corporation located in Kelowna, British Columbia.

Goodwill impairment loss of $4.0 million was incurred in the second quarter of 2020. The Company determined that it was more likely than not that the estimated fair value of one of its 12 reporting units (Greenwald Industries) was below its carrying amount. The factors that led to this determination included additional competition, industry movement away from legacy products and intense competition in new mobile payment apps. This fundamental shift in lower cost payment systems away from the higher cost electronic smart card payment systems resulted in the carrying value of Greenwald ~~exceeded~~exceeding its fair value. As a result, an independent valuation was conducted which estimated that the carrying value exceeded the fair value by approximately $4.0 million. Management has recognized this non-cash impairment charge in the second fiscal quarter of 2020. There were no goodwill impairment charges in the third quarter of 2020.

Interest expense increased $0.3 million in the ~~second~~third quarter and ~~$0.9~~$1.1 million for the first ~~six~~nine months of 2020 compared to the ~~comparable~~same periods ~~of fiscal~~in 2019 as a result of increased debt related to our acquisition of Big 3 Precision in August 2019.

Other income ~~decreased~~increased $0.2 million in the ~~second quarter~~third and ~~remained the same in~~ the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods ~~of fiscal~~in 2019 due to a favorable return on our pension plan assets and a onetime sale-leaseback transaction gain in the first quarter of fiscal 2020.

Net income ~~/ loss~~for the ~~second~~third quarter of fiscal 2020 was ~~as follows, the Company incurred a net loss of $1.9~~$3.0 million, or ~~$0.30~~$0.48 per diluted share compared to income of ~~$2.5~~$4.2 million, or ~~$0.40~~$0.67 per diluted share, for the comparable period in ~~fiscal~~ 2019. In the first ~~six~~nine months of ~~fiscal~~ 2020 net income was ~~$1.0~~$4.0 million, or ~~$0.16~~$0.64 per diluted share, compared to ~~$4.1~~$8.3 million, or ~~$0.65~~$1.33 per diluted share, for the comparable period in ~~fiscal~~ 2019. During the second quarter of ~~fiscal~~ 2020, the Company had a significant non-recurring goodwill impairment loss of $4.0 million. There were no goodwill impairment charges in the third quarter of 2020.

A more detailed analysis of the Company’s results of operations and financial condition follows:

The following table shows, for the periods indicated, selected line items from the condensed consolidated statements of operations as a percentage of net sales, by segment for the period indicated:

	Three Months Ended June 27, 2020												Three Months Ended October 3, 2020
	Industrial			Security			Metal						Industrial			Security			Metal
	Hardware			Products			Products			Total			Hardware			Products			Products			Total
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of products sold		77.0	%		69.2	%		112.2	%		78.0	%		77.6	%		68.9	%		105.7	%		77.6	%
Gross margin		23.0	%		30.8	%		-12.2	%		22.0	%		22.4	%		31.1	%		-5.7	%		22.4	%

Product development expense		0.3	%		5.9	%		-			1.5	%		0.4	%		4.9	%		—			1.4	%
Selling and administrative expense		16.2	%		18.0	%		12.0	%		16.3	%		14.9	%		15.1	%		9.6	%		14.6	%
Goodwill impairment loss		-			36.0	%		-			8.2	%
Restructuring costs		0.8	%		-			-			0.6	%
Operating profit (loss)		5.7	%		-29.1	%		-24.2	%		-4.6	%		7.1	%		11.1	%		-15.3	%		6.4	%

	Three Months Ended June 29, 2019												Three Months Ended September 28, 2019
	Industrial			Security			Metal						Industrial			Security			Metal
	Hardware			Products			Products			Total			Hardware			Products			Products			Total
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of products sold		76.3	%		68.3	%		88.0	%		75.6	%		76.1	%		67.8	%		86.6	%		75.4	%
Gross margin		23.7	%		31.7	%		12.0	%		24.4	%		23.9	%		32.2	%		13.4	%		24.6	%

Product development expense		4.2	%		3.7	%		-			3.5	%		0.4	%		4.7	%		—			1.4	%
Selling and administrative expense		12.8	%		16.5	%		7.9	%		13.1	%		14.8	%		15.2	%		5.8	%		13.8	%
Restructuring costs		4.7	%		-			-			2.9	%
Operating profit		2.0	%		11.5	%		4.1	%		4.9	%		8.7	%		12.3	%		7.6	%		9.4	%

The following table shows the change in sales and operating profit by segment for the ~~second~~third quarter of fiscal 2020 compared to the ~~second~~third quarter of fiscal 2019 (dollars in thousands):

The following table displays selected line items from the condensed consolidated statements of operations as a percentage of net sales, by segment, for the periods indicated:

	Six Months Ended June 27, 2020												Nine Months Ended October 3, 2020
	Industrial			Security			Metal						Industrial			Security			Metal
	Hardware			Products			Products			Total			Hardware			Products			Products			Total
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of products sold		76.7	%		69.0	%		103.5	%		77.4	%		77.0	%		69.0	%		104.2	%		77.4	%
Gross margin		23.3	%		31.0	%		-3.5	%		22.6	%		23.0	%		31.0	%		-4.2	%		22.6	%

Product development expense		0.2	%		5.7	%		-			1.3	%		0.3	%		5.4	%		—			1.4	%
Selling and administrative expense		15.6	%		18.0	%		10.6	%		15.6	%		15.3	%		16.9	%		10.3	%		15.3	%
Goodwill impairment loss		-			17.1	%					3.5	%		—			10.6	%					2.2	%
Restructuring costs		0.3	%		-			-			0.3	%		0.3	%		—			—			0.1	%
Operating profit (loss)		7.2	%		-9.8	%		-14.1	%		1.9	%		7.1	%		-1.9	%		-14.5	%		3.6	%

														Nine Months Ended September 28, 2019
														Industrial		Security			Metal
														Hardware		Products			Products			Total
Net sales														100.0	%		100.0	%		100.0	%		100.0	%
Cost of products sold														76.4	%		69.0	%		88.7	%		76.1	%
Gross margin														23.6	%		31.0	%		11.3	%		23.9	%

Product development expense														2.9	%		4.2	%		—			2.9	%
Selling and administrative expense														13.7	%		16.6	%		7.1	%		13.6	%
Restructuring costs														1.5	%		2.0	%					1.4	%
Operating profit														5.5	%		8.2	%		4.2	%		6.0	%

The following table displays the change in net sales and operating profit by segment for the first ~~six~~nine months of fiscal 2020 compared to the first ~~six~~nine months of fiscal 2019 (dollars in thousands):

	Industrial			Security			Metal						Industrial			Security			Metal
	Hardware			Products			Products			Total			Hardware			Products			Products			Total
Net sales	$	5,214		$	(7,687	)	$	(5,691	)	$	(8,164	)	$	12,928		$	(7,667	)	$	(8,312	)	$	(3,051	)

Volume		3.0	%		-26.1	%		-39.3	%		-9.7	%		6.3	%		-18.8	%		-39.0	%		-5.5	%
Prices		1.3	%		0.8	%		0.6	%		1.1	%		1.0	%		0.8	%		0.6	%		0.9	%
New products		2.6	%		0.6	%		1.4	%		1.9	%		3.9	%		1.1	%		1.2	%		2.8	%
		6.9	%		-24.7	%		-37.3	%		-6.7	%		11.2	%		-16.9	%		-37.2	%		-1.7	%

Operating profit (loss)	$	3,803		$	(5,169	)	$	(1,750	)	$	(3,116	)	$	3,734		$	(5,362	)	$	(2,972	)	$	(4,600	)
		188.7	%		-179.8	%		-434.7	%		-58.9	%		2.4	%		-12.1	%		-18.7	%		-2.5	%

Net sales in the Industrial Hardware segment ~~decreased 10%~~increased $7.7 million or 20% in the ~~second~~third quarter and increased 7%$12.9 million or 11% in the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods of ~~fiscal~~ 2019. Excluding Big 3 Precision, sales ~~would have~~ decreased ~~42%~~7% in the third quarter from $34.7 million to $32.3 million and decreased 20% for the first nine months of 2020 from $110.6 million to $88.4 million compared to the same periods in 2019.

The sales decline is primarily due to the divestiture of a subsidiary, Canadian Commercial Vehicles Corporation, in the second quarter ~~from $34.5~~of 2020. Sales in 2019 included of Canadian Commercial Vehicles Corporation of $2.7 million ~~to $21.9~~in the third quarter and $7.6 million and decreased 26% for the first six months of fiscal 2020 from $75.9 million to $55.9 million compared to the corresponding periods of fiscal 2019. Increased sales into the military market were not sufficient to offset a sales reduction to the distribution, Class 8 truck, and aftermarket truck parts markets in the first ~~six~~nine months of ~~fiscal~~2019 whereas in 2020 there were no sales in the third quarter of 2020 and $2.6 million in the first nine months of 2020. Sales ~~were affected~~increased in the third quarter of 2020 in heavy truck by 12% recreational vehicle by 17%, government by 14% and off-highway by 18%, offset by declines in sales in other markets we serve. Sales decreased in the second quarter when certain of our customers closed operations due to actions taken to help stop the spread of ~~COVID-19.~~COVID-19, which negatively affected our overall year to date sales results. Sales increases in military off-highway markets were not sufficient to offset a sales reduction in distribution, Class 8 truck, and aftermarket truck parts markets in the first nine months of 2020. Sales of new products contributed ~~4.2%~~6.3% in the ~~second~~third quarter and ~~2.6%~~3.9% in the first ~~six~~nine months of fiscal 2020. New products include numerous mirror assemblies, compression latches, a handle and finger pull assembly, rotary lock assembly, a mount plate latch and hospital beds frames for use in field hospitals established due to COVID-19.

Cost of products sold ~~decreased 9%~~increased $6.5 million or 22% in the ~~second~~third quarter and increased 7%$10.6 million or 12% in the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods of ~~fiscal~~ 2019. Excluding Big 3 Precision, cost of products sold ~~would have~~ decreased by ~~38%~~5% in the ~~second~~third quarter of 2020 from ~~$27.8~~$26.5 million to ~~$17.1~~$25.2 million and decreased ~~26%~~20% in the first ~~six~~nine months of ~~fiscal~~ 2020 from ~~$58.1~~$84.6 million to ~~$42.8~~$68.1 million compared to the ~~corresponding~~same periods of ~~fiscal~~ 2019. ~~Material~~Excluding Big 3 Precision, material costs ~~decreased 29% or $5.5 million~~ in the ~~second~~third quarter of 2020 decreased 16% or $2.7 million to $14.2 million from $16.9 million and ~~10%~~decreased 31% or ~~$4.0~~$17.0 million in the first ~~six~~nine months of ~~fiscal~~ 2020 to $38.4 million from $55.4 million, compared to the same periods of 2019, due to lower sales volume and lower material costs incurred in producing a new Class 8 truck mirror that was awarded in 2018. Many of the components sourced during the first six months of fiscal 2019 were at higher than normal material cost. As of the second quarter of fiscal 2020, all components have been sourced to more favorable suppliers and costs have normalized.costs. Also impacting the ~~second~~third quarter were ~~more favorable~~lower freight costs, which were down ~~49%~~25% or ~~$0.9~~$0.4 million in the ~~second~~third quarter and down ~~40%~~35% or ~~$1.4~~$1.8 million in the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods of ~~fiscal~~ 2019 due to non-recurring expedited shipping costs.

Finally, we ~~experienced tariff costs~~paid tariffs on China-sourced products of approximately $0.3 million in the ~~second~~third quarter of ~~fiscal~~ 2020 compared to ~~$0.3~~$0.5 million in the ~~second~~third quarter of ~~fiscal~~ 2019 and for the first ~~six~~nine months of ~~fiscal~~ 2020 we experienced ~~$1.1~~$1.4 million in tariff costs compared to ~~$0.4~~$1.0 million in the first ~~six~~nine months of ~~fiscal~~ 2019 all of which have been recovered through price increases.

Restructuring costs ~~decreased in~~for the ~~second quarter~~first nine months of ~~fiscal~~ 2020 towere $0.3 million related to severance pay in the sale of Canadian Commercial Vehicles Corporation in the second quarter of ~~fiscal~~ 2020 compared to restructuring costs of ~~$1.8~~$2.6 million ~~during the second quarter of fiscal 2019, and~~ for the first ~~six~~nine months ~~restructuring costs were $0.3 million and $2.6 million for fiscal 2020 and fiscal~~of 2019 ~~respectively. The costs incurred in fiscal 2019 were~~ related to the discontinuance of our Road iQ development operations based in Bellingham, Washington and the relocation cost of our Composite Panels Technologies division in Salisbury, North Carolina to the Canadian Commercial ~~Vehicle~~Vehicles Corporation division located in Kelowna, British Columbia.

Gross margin as a percentage of net sales in the ~~second~~third quarter and first ~~six~~nine months of ~~fiscal~~ 2020 was ~~comparable~~22% and 23% respectively as compared to the corresponding periods of ~~fiscal~~ 2019 of ~~23%~~24%.

Product development expense ~~decreased~~increased by ~~$1.5 million~~$46 thousand in the ~~second~~third quarter and decreased by ~~$3.0~~$2.8 million for the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods of ~~fiscal~~ 2019 due primarily to the closure of the Velvac Road-iQ development operation in Bellingham, Washington in the second quarter of ~~fiscal~~ 2019, as we adopted a leaner approach to the development of new vision products.

Selling and administrative expense increased ~~15%~~$1.2 million or 21% in the ~~second~~third quarter and increased ~~27%~~$3.7 million or 23% for the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods of fiscal 2019 due primarily to the inclusion of Big 3 Precision. Excluding Big 3 Precision, selling and administrative expense decreased 24% in the ~~second~~third quarter of ~~fiscal~~ 2020 from ~~$4.8~~$5.8 million to ~~$3.8~~$4.5 million and decreased ~~15%~~17% for the first ~~six~~nine months of ~~the fiscal~~ 2020 from ~~$9.9~~$15.9 million to ~~$8.8~~$13.3 million compared to the corresponding periods of fiscal 2019. Excluding Big 3 Precision, payroll and payroll-related expense in the third quarter of 2020, decreased by ~~$0.6~~$0.3 million, or ~~24%~~13%, ~~in the second quarter of fiscal 2020~~to $2.3 million from $2.6 million, and decreased ~~$0.9~~$1.2 million, or ~~16%~~15%, in the first ~~six~~nine months of ~~fiscal~~ 2020 to $6.7 million from $7.9 million, compared to the corresponding periods of ~~fiscal~~ 2019.

Net sales in the Security Products segment ~~decreased 33%~~were comparable in the ~~second~~third quarter and decreased ~~25%~~$7.7 million or 17% in the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods ~~of fiscal~~in 2019. The sales decline was due to lower demand across the majority of the markets we serve including distribution, industrial, vehicular accessories and commercial laundry, as well as continued business closures in the second quarter of ~~fiscal~~ 2020 ~~due to~~resulting from the COVID-19 pandemic. Net sales of existing products decreased ~~34%~~3.1%, while price increases and sales of new products contributed 1%3.2% in the ~~second~~third quarter of fiscal 2020 period. New product sales included a canopy lock assembly, a handle assembly, a crossbar lock assembly, a push button lock assembly and a ~~crossbar~~power lock assembly.

Cost of products sold ~~decreased 32%~~increased $0.2 million or 2% in the ~~second~~third quarter of ~~fiscal~~ 2020 and decreased ~~25%~~$5.3 million or 17% in the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods of ~~fiscal~~ 2019, primarily as a result of lower sales volume and the mix of products sold. Raw materials ~~decreased 41%~~increased $0.2 million or ~~$3.2 million~~3% in the ~~second~~third quarter and decreased ~~31%~~$4.1 million or ~~$4.5 million~~20% in the first ~~six~~nine months of 2020 compared to the corresponding periods of 2019. Payroll and payroll related expenses decreased $0.2 million or 3% in the third quarter and decreased $0.7 million or 10% in the first nine months of fiscal 2020 compared to the corresponding periods of fiscal 2019. Payroll and payroll related expenses decreased 17% or $0.4 million in the second quarter and decreased 16% or $0.8 million in the first six months of fiscal 2020 compared to the corresponding periods of fiscal 2019.

We ~~experienced tariff costs~~paid tariffs on China-sourced products of approximately ~~$0.3~~$0.2 million in the ~~second~~third quarter of ~~fiscal~~ 2020 compared to ~~$0.1~~$0.4 million in the ~~second~~third quarter of ~~fiscal~~ 2019 and for the first ~~six~~nine months of ~~fiscal~~ 2020 we experienced ~~$0.7~~$1.0 million in tariff costs compared to ~~$0.1~~$0.5 million in the first ~~six~~nine months of ~~fiscal~~ 2019 all of which have been recovered through price increases.

Gross margin as a percentage of net sales was 31% in the ~~second~~third quarter and for the first ~~six~~nine months of ~~fiscal~~ 2020 compared to 32% in the ~~second~~third quarter and ~~30%~~31% in the first ~~six~~nine months of fiscal 2019.

Product development expense as a percentage of net sales was 6%5% in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2020 compared to 4% in the corresponding periods of fiscal 2019. This increase reflects a continuation in the development of a Bluetooth locking system, a new cable lock system, continued development of GPay, a multi-pay reader and an electronic drop.

Selling and administrative expenses ~~decreased 26%~~was comparable in the ~~second~~third quarter and decreased ~~21%~~$1.1 million or 15% in the first ~~six~~nine months of ~~fiscal~~ 2020, compared to the corresponding periods of ~~fiscal~~ 2019. ~~The~~For the first nine months, the most significant driver of this reduction was decreased payroll and payroll related ~~costs,~~expenses of $0.3 million or 8%, travel expenses of $0.3 million or 65% which were offset by an increase in our bad debt reserve in the amount of ~~$152,000~~$93 thousand related to a customer that filed for Chapter 11 bankruptcy during the first quarter of fiscal 2020.

Goodwill impairment loss of $4.0 million was incurred in the second quarter of fiscal 2020. The Company determined that it was more likely than not that the estimated fair value of one of its 12 reporting units (Greenwald Industries) was below its carrying amount. The factors that led to this determination included additional competition, industry movement away from legacy products and intense competition in new mobile payment apps. This fundamental shift in lower cost payment systems away from the higher cost electronic smart card payment systems resulted in our belief that the carrying value of Greenwald exceeded its fair value. As a result, an independent valuation was conducted. The valuation estimated that the carrying value exceeded the fair value by approximately $4.0 million. Management has recognized this non-cash impairment charge in the second quarter of fiscal 2020. There were no goodwill impairment charges in the third quarter of 2020.

Net sales in the Metal Products segment decreased ~~48%~~$2.6 million or 37% in the ~~second~~third quarter and decreased $8.3 million or 37% in the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods of ~~fiscal~~ 2019. Sales of our mining products decreased by ~~56%~~40%, while sales of industrial casting products decreased by 36%, in the ~~second~~third quarter of ~~fiscal~~ 2020, and mining products declined 39% and industrial castings declined ~~35%~~36% for the first ~~six~~nine months of ~~fiscal~~ 2020, compared to the corresponding periods of ~~fiscal~~ 2019. Mining sales in the third quarter improved by 24% from the second quarter of 2020 as mines began opening after closing due to COVID-19 and sales of mining products in the first ~~six~~nine months of ~~fiscal~~ 2020 were impacted by a combination of growing renewable energy capacity and extremely low natural gas prices which led utilities to cut back on coal usage in addition to COVID-19, which forced many mine closures resulting in further loss of ~~sale.~~sales. Sales of industrial castings in the ~~second quarter and~~ first ~~six~~nine months of fiscal 2020 were negatively impacted by the loss of a customer who had temporarily sourced products from us during 2019 due to a fire at its facility in 2018 that temporarily shut down production of product that would otherwise have been sourced ~~internally.~~ internally and continued softness in the oil, water, gas, rail and construction markets.

Cost of products sold decreased ~~34%~~$1.4 million or 23% in the ~~second~~third quarter and decreased ~~28%~~$5.2 million or 26% for the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods of ~~fiscal~~ 2019, as a result of lower sales volume. Raw materials decreased ~~72%~~$0.5 million or ~~$1.0 million~~20% in the ~~second~~third quarter and decreased ~~60%~~$1.9 million or ~~$1.7 million~~22% in the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods of ~~fiscal~~ 2019. Payroll and payroll related expenses decreased ~~35%~~$0.6 million or ~~$0.9 million~~28% in the ~~second~~third quarter and decreased ~~27%~~$1.9 million or ~~$1.4 million~~26% in the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods of ~~fiscal~~ 2019.

Gross margin as a percentage of net sales was a negative ~~12%~~6% in the ~~second~~third quarter and a negative 4% for the first ~~six~~nine months of ~~fiscal~~ 2020 compared to ~~12%~~13% and ~~10%~~11% in the corresponding periods of ~~fiscal~~ 2019. Due to the high fixed operating cost structure of operating a foundry and the severe reduction in sales productive capacity could not be consumed resulting in the negative gross margin.

Selling and administrative expenses ~~decreased 21%~~increased 4% in the ~~second~~third quarter and decreased ~~13%~~$0.1 million or 9% for the first ~~six~~nine months of ~~fiscal~~ 2020 compared to the corresponding periods of ~~fiscal~~ 2019. The ~~most significant driver~~third quarter increase relates to pension costs. For the first nine months of ~~this reduction~~2020 the decrease was from reduced payroll and payroll-related ~~costs which decreased 33%~~expenses of $0.1 million or ~~$$0.1 million in the second quarter and decreased 25% or $0.2 million in the first six months of fiscal 2020~~12% compared to the corresponding periods of ~~fiscal~~ 2019.

The Company generated approximately ~~$7.4~~$16.7 million of cash from operations during the first ~~six~~nine months of fiscal 2020 compared to approximately ~~$8.7~~$12.2 million during the first ~~six~~nine months of fiscal 2019. The Company allocated approximately $7.2 million of its cash ~~flows in~~for the ~~first six months~~acquisition of ~~the fiscal 2020 were comparable to the first six months of the fiscal 2019 period.~~Hallink. Cash flow from operations coupled with cash at the beginning of the 2020 fiscal year was sufficient to fund capital expenditures, debt service, and dividend payments.

Additions to property, plant and equipment were approximately ~~$1.2~~$2.0 million for the first ~~six~~nine months of fiscal 2020 and ~~$1.3~~$1.9 million for the first ~~six~~nine months of fiscal 2019. As of ~~June 27,~~October 3, 2020, there were approximately ~~$0.2~~$0.1 million of outstanding commitments for capital expenditures.

The following table shows key financial ratios at the end of each specified period:

	Second Quarter 2020			Second Quarter 2019			Year End 2019			Third Quarter 2020			Third Quarter 2019			Year End 2019
Current ratio		3.8			3.5			3.6			3.2			3.2			3.3
Average days’ sales in accounts receivable		55			49			51			53			54			51
Inventory turnover		3.2			3.8			4.2			3.8			4.3			4.2
Total debt to shareholders’ equity		93.4	%		22.3	%		93.7	%		89.5	%		96.6	%		93.7	%

The following table shows important liquidity measures as of the balance sheet date for each specified period (in millions):

	Second			Second			Year			Third			Third			Year
	Quarter			Quarter			End			Quarter			Quarter			End
	2020			2019			2019			2020			2019			2019
Cash and cash equivalents
- Held in the United States	$	13.7		$	4.9		$	9.0		$	13.8		$	4.5		$	9.0
- Held by a foreign subsidiary		6.3			8.8			9.0			5.8			7.5			9.0
		20.0			13.7			18.0			19.6			12.0			18.0

Working capital		82.3			71.0			83.0			74.5			78.8			80.0
Net cash provided by operating activities		7.4			8.7			23.0			16.7			12.5			23.0
Change in working capital impact on net cash(used) in operating activities		(0.9	)		(0.8	)		(0.3	)
Change in working capital impact on net cash (used) in operating activities											3.2			(2.0	)		(0.3	)
Net cash provided (used) in investing activities		0.7			(1.3	)		(85.8	)		7.3			(83.1	)		(85.8	)
Net cash (used) in financing activities		(5.6	)		(7.6	)		(67.0	)		(7.5	)		68.9			(67.0	)

Inventories of ~~$55.9~~$49.4 million represent ~~an increase~~a decrease of 2%9.5% as of ~~June 27,~~October 3, 2020 as compared to $54.6 million at the end of fiscal year 2019. Inventories ~~increased 13%~~decreased 6% in the first ~~six~~nine months of fiscal 2020, as compared to ~~$49.3~~$52.8 million at the end of the first ~~six~~nine months of fiscal 2019. This was primarily due to the acquisition of Big 3 Precision. Accounts receivable, less allowances, were ~~$33.6~~$34.2 million as of ~~June 27,~~October 3, 2020, as compared to $37.9 million at 2019 fiscal year end and ~~$32.1~~$43.5 million at the end of the first ~~six~~nine months of fiscal 2019.

Cash, cash flow from operating activities and funds available under the revolving credit portion of the Credit Agreement are expected to be sufficient to cover future foreseeable working capital requirements. However, based on current macroeconomic conditions resulting from the uncertainty caused by COVID-19, the Company cannot provide any assurances of the availability of future financing or the terms on which it might be available. In addition, the interest rate on borrowings under the Credit Agreement varies based on our senior net leverage ratio, and the Credit Agreement requires us to maintain a senior net leverage ratio not to exceed 4.25 to 1 and a fixed charge coverage ratio to be not less than 1.25 to 1. A decrease in earnings due to responses to contain the spread of COVID-19 or the resulting harm to the financial condition of our customers or economic conditions generally, or an increase in indebtedness incurred to offset such a decrease in earnings, would have a negative impact on our senior net leverage ratio and our fixed charge coverage ratio, which in turn would increase the cost of borrowing under the Credit Agreement and could cause us to fail to comply with the covenants under our Credit Agreement.

As of the end of the fiscal quarter ended ~~June 27,~~October 3, 2020, the Company does not have any transactions, arrangements, obligations (including contingent obligations), or other relationships with unconsolidated entities or other persons, as described by Item 303(a)(4) of Regulation S-K, that have or are reasonably likely to have a material current or future impact on the Company’s financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses.

The non-GAAP financial measures we provide in this report should be viewed in addition to, and not as an alternative for, results prepared in accordance U.S. GAAP.

To supplement the consolidated financial statements prepared in accordance with U.S. GAAP, we have presented Adjusted EPS and Adjusted EBITDA, which are considered non-GAAP financial measures. The non-GAAP financial measures presented may differ from similarly titled non-GAAP financial measures presented by other companies, and other companies may not define these non-GAAP financial measures in the same way. These measures are not substitutes for their comparable GAAP financial measures, such as net sales, net income, ~~(loss),~~ diluted earnings ~~(loss)~~ per common share, or other measures prescribed by U.S. GAAP, and there are limitations to using non-GAAP financial measures. We also present certain results “excluding Big 3 Precision” because we believe this allows for ~~better~~more effective comparability to the corresponding prior year period.

Adjusted EPS is defined as diluted earnings ~~(loss)~~ per share excluding, when they occur, the impacts of impairment losses and restructuring expenses. We believe that Adjusted EPS provides important comparability of underlying operational results, allowing investors and management to access operating performance on a consistent basis.

Adjusted EBITDA is defined as net income ~~(loss)~~ from continuing operations before interest expense, provision for ~~(benefit from)~~ income taxes, and depreciation and amortization. In addition to these adjustments, we exclude, when they occur, the impacts of impairment losses and restructuring expenses. Adjusted EBITDA is a tool that can assist management and investors in comparing our performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our underlying operations.

Reconciliation of ~~earnings (loss) per share~~expenses from GAAP to Non-GAAP ~~financial measure~~EPS calculation

For the Three and ~~Six~~Nine Months ended ~~June 27,~~October 3, 2020 and September 28, 2019

To supplement our consolidated financial statements presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we disclose certain non-GAAP financial measures including adjusted net income and adjusted earnings per diluted share. Adjusted net income and adjusted earnings per diluted share exclude one time related expenses. These measures are not in accordance with GAAP.

Management uses such measures to evaluate performance period over period, to analyze the underlying trends in our business including our business segments, to assess our performance relative to our competitors, and to establish operational goals and forecasts that are used in allocating resources. These financial measures should not be considered in isolation from, or as a replacement for, GAAP financial measures.

We believe that presenting non-GAAP financial measures in addition to GAAP financial measures provides investors greater transparency to the information used by our management for its financial and operational decision-making. We further believe that providing this information better enables our investors to understand our operating performance and to evaluate the methodology used by management to evaluate and measure such performance.

Reconciliation of ~~EBITDA~~expenses from GAAP to Non-GAAP ~~financial measure~~EBITDA calculation

For the Three and ~~Six~~Nine Months ended ~~June 27,~~October 3, 2020 and ~~June 29,~~September 28, 2019

	Three Months Ended						Six Months Ended					Three Months Ended						Nine Months Ended
	June 27, 2020			June 29, 2019			June 27, 2020		June 29, 2019			October 3, 2020			September 28, 2019			October 3, 2020			September 28, 2019

Net Income(loss) as reported per generally accepted accounting principles (GAAP)	$	(1,888,782	)	$	2,529,773		$	1,007,036	$	4,100,733
Net Income/(loss) as reported per generally accepted accounting principles (GAAP)												$	2,984,675		$	4,193,082		$	3,991,709		$	8,293,815

Interest expense		606,553			261,618			1,434,217		554,158			647,066			420,377			2,081,283			974,536

Provision for (benefit from) income taxes		(543,061	)		754,725			339,521		1,239,458
Provision for/(benefit from) income taxes													969,774			1,295,575			1,309,295			2,535,033

Depreciation and amortization		1,994,468			952,515			4,050,250		2,391,314			2,093,976			1,416,165			6,144,226			3,807,479

Goodwill impairment loss		4,002,548	(A)					4,002,548					-			-			4,002,548	A		-

Factory relocation													250,920	C		-			250,920	C		-

Restructuring costs		280,000	(B)		1,799,293	(C)		280,000	2,635,987		(C),(D)		8,618	B		-			287,234	B		2,651,877	D,F

Transaction costs		17,182						17,182					183,616	E		765,543	G		203,682	E		1,183,943	G

Adjusted EBITDA	$	4,468,908		$	6,297,924		$	11,130,754	$	10,921,650		$	7,138,645		$	8,090,742		$	18,270,897		$	19,446,683

As a result of the Company’s status as a smaller reporting company pursuant to Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not required to provide the information under this Item 3 of Form 10-Q pursuant to Item 305 of Regulation S-K.

As of ~~June 27,~~October 3, 2020, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (the “CEO”) and the Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-15(e) and 240.15d-15(e)) pursuant to Exchange Act Rule 13a-15. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the ~~issuer's~~issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company believes that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the CEO and CFO have concluded that these controls and procedures are effective at the “reasonable assurance” level as of ~~June 27,~~October 3, 2020.

During the period covered by this Quarterly Report on Form 10-Q, there were no changes in the ~~Company's~~Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company is a party to various legal proceedings from time to time related to its normal business operations. As of the end of the quarter ended ~~June 27,~~October 3, 2020, the Company does not have any material pending legal proceedings, other than as set forth below.

In 2016, the Company created a plan to remediate a landfill of spent foundry sand maintained at the Company’s metal casting facility in New York. This plan was agreed to by the New York State Department of Environmental Conservation (the ~~“DEC”~~“NYSDEC”) on March 27, 2018. Based on estimates provided by the Company’s environmental engineers, the anticipated cost to remediate and monitor the landfill was $430,000. The Company accrued for and expensed the entire $430,000 in the first quarter of 2018 and fiscal 2017. In the ~~fall~~Fall of 2018, detailed construction drawings were prepared by an outside consultant in conjunction with informal progress reviews by the ~~New York State Department of Environmental Conservation (the “NYSDEC”).~~NYSDEC. Long-term groundwater monitoring commenced in April 2019. Verbal approval for the closure plan was received from the NYSDEC in May 2019. Written approval ~~is anticipated~~was received in ~~the third quarter~~October of 2020. Construction of the closure remedies, including improved drainage system, regrading, and installation of a low permeability cap, is anticipated in ~~the spring~~November of ~~2021.~~2020. In the ~~third~~fourth quarter of 2020, following the completion of construction work, a closure report and maintenance plan is expected to be prepared for the NYSDEC. This closure report and maintenance plan ~~will document~~documents the work done and ~~request~~requests acknowledgment of satisfactory completion of the Order on Consent between Frazer and Jones, and the NYSDEC.

The Company’s business is subject to a number of risks, some of which are beyond its control. In addition to the other information set forth in this Quarterly Report on Form 10-Q, the Company’s shareholders should carefully consider the risk factors discussed in Part I, Item 1A “Risk Factors” of the Company’s 2019 Form 10-K, as amended by Part II, Item 1A, “Risk Factors” of the Company’s Quarterly ~~Report~~Reports on Form 10-Q filed on May 6, 2020 and August 5, 2020. These risk factors could have a material adverse effect on the Company’s business, results of operations, financial condition and/or liquidity and could cause our operating results to vary significantly from period to period. In light of recent developments relating to the COVID-19 pandemic, the Company is supplementing the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” in our 2019 Form 10-K, as amended by Part II, Item 1A, “Risk Factors” of the Company’s Quarterly ~~Report~~Reports on Form 10-Q filed on May 6, 2020 and August 5, 2020, to include the following risk factor:

The Company’s business has been and is expected to continue to be negatively impacted by the ongoing coronavirus (COVID-19) pandemic.

As a result of the COVID-19 pandemic, the Company has experienced and can be expected to continue to experience disruptions to its business, its operations, the delivery of its products and customer demand for its products, including the following:

The COVID-19 pandemic continues to evolve rapidly, and additional material impacts and disruptions are likely to occur. The factors described above, which may worsen, and other factors that the Company cannot predict, can be expected to have a material adverse impact on the business, operations, financial results and capital resources of the Company. The ultimate impact of the COVID-19 pandemic on the Company is highly uncertain and subject to change and will depend on future developments, which cannot be accurately predicted, including, but limited to: (i) the duration of the pandemic, including: (a) the extent of any resurgences particularly in those regions that were previously impacted, bur are now reopening, (b) new outbreaks in the regions previously unaffected and (c) how quickly and to what extent normal economic activity can resume; (ii) additional or modified government actions; (iii) the timing of the development and distribution of an effective vaccine or treatments for COVID-19; (iv) new information that may emerge concerning the severity and impact of the COVID-19 pandemic and (v) the actions taken to contain COVID-19 pandemic or address its impact in the short and long term, among others. We do not yet know and cannot predict the full extent of potential impacts on the business, operations, financial results and capital resources of the Company.

In addition, any of the risks and uncertainties set forth in Part I, Item 1A of the 2019 Form 10-K, as amended by Part II, Item 1A of the Company’s Quarterly ~~Report~~Reports on Form 10-Q filed on May 6, 2020 and August 5, 2020, can be expected to be further heightened by the COVID-19 pandemic and have a material adverse effect on the Company’s business, prospects, financial condition, results of operations and capital resources.

The Company may also disclose changes to risk factors or disclose additional risk factors from time to time in its future filings with the SEC. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its business, financial condition, or operating results.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Connecticut		06-0330020
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

112 Bridge Street, Naugatuck, ~~Connecticut~~CT		06770
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	EML	NASDAQ Global Market

			Page

PART I

Item 1.	Financial Statements	3	3.

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18	19.

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29	32.

Item 4.	Controls and Procedures	29	32.

PART II

Item 1.	Legal Proceedings	31	33.

Item 1A.	Risk Factors	31	33.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33	35.

Item 3.	Defaults Upon Senior Securities	33	35.

Item 4.	Mine Safety Disclosures	33	35.

Item 5.	Other Information	33	35.

Item 6	Exhibits	34	36.

	Signatures	35	37.

	Three Months Ended						Six Months Ended
	June 27, 2020			June 29, 2019			June27,2020			June 29, 2019
Net income (loss)		(1,888,782	)		2,529,773		$	1,007,036		$	4,100,733
Other comprehensive income/(loss):
Change in foreign currency translation		765,195			(221,530	)		(526,404	)		191,094
Change in marketable securities, net of tax benefit (cost) of:
2020 - $679 and $(2,063) respectively
2019 - $3,008 and $(463) respectively		2,083			9,219			(6,325	)		(1,420	)
Change in fair value of interest rate swap, net of tax benefit (cost) of:
2020 - $48,169 and $582,673 respectively
2019 - $45,197 and $69,817 respectively		(152,519	)		(143,125	)		(1,847,297	)		(221,086	)
Change in pension and postretirement benefit costs, net of taxes of:
2020 - $81,142 and $162,285 respectively
2019 - $70,938 and $141,876 respectively		260,295			222,681			520,591			445,362
Total other comprehensive income (loss)		875,054			(132,755	)		(1,859,435	)		413,950
Comprehensive income (loss)		(1,013,728	)		2,397,018		$	(852,399	)	$	4,514,683

☒	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		for the quarterly period ended ~~June 27,~~October 3, 2020

		OR

	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		for the transition period from ________________ to _______________

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

	Six Months Ended June 27, 2020					Year Ended December 28, 2019
	Units			Weighted - Average Exercise Price		Units			Weighted - Average Exercise Price
Outstanding at beginning of period		276,000		$	22.30		189,167		$	21.46
Issued		44,000			19.44		96,000			23.65
Exercised		--			--		(1,667	)		19.10
Forfeited		(6,999	)		19.10		(7,500	)		21.20
Outstanding at end of period		313,001			21.97		276,000			22.30

	Nine Months Ended October 3, 2020					Year Ended December 28, 2019
	Units			Weighted - Average Exercise Price		Units			Weighted - Average Exercise Price
Outstanding at beginning of period		276,000		$	22.30		189,167		$	21.46
Issued		44,000			19.44		96,000			23.65
Exercised		-			-		(1,667	)		19.10
Forfeited		(73,999	)		22.05		(7,500	)		21.20
Outstanding at end of period		246,001			21.87		276,000			22.30

	Nine Months Ended October 3, 2020				Year Ended December 28, 2019
	Shares		Weighted - Average Exercise Price		Shares		Weighted - Average Exercise Price
Outstanding at beginning of period		25,000	$	0		25,000	$	0
Issued		0		0		0		0
Forfeited		0		0		0		0
Outstanding at end of period		25,000		0		25,000		0

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
Balance as of June 27, 2020		55,000	$	26.04		55,000		145,000
June 28, 2020 – October 3, 2020		—		—		—		—
Balance as of October 3, 2020		55,000	$	26.04		55,000		145,000

	·	Net operating losses arising in 2018, 2019, and 2020 taxable years may be carried back to each of the preceding five years, which may result in refunds of prior period corporate income tax. The Company had taxable income in 2018 and 2019, thus we would only benefit from this item of CARES Act relief to the extent we incur a tax net operating loss in 2020 that can be carried back. As of ~~June 27,~~October 3, 2020, a tax net operating loss is not expected for taxable year 2020. In addition, this item of CARES Act relief increased the positive evidence supporting utilization of our gross deferred tax assets due to available income in carryback years; this did not change our overall assessment as we do not have a valuation allowance recorded against our deferred tax assets.

	·	Furthermore, for taxable years beginning before 2021, net operating loss carryforwards and carrybacks to that year may offset 100% of taxable income in the year. Previously, net operating losses generated through 2017 could offset 100% of taxable income, while losses generated after 2017 could only offset 80% of taxable income. The Company had taxable income in 2018 and 2019 and would carry back a loss generated in 2020 if applicable, leaving minimal opportunity to benefit from this item of CARES Act relief.

	·	For taxable years beginning in 2019 and 2020, the interest deduction limitation is increased from 30% to 50% of “adjusted taxable income” (taxable income without interest, tax depreciation and tax amortization) plus interest income. Furthermore, the Company may choose to use the 2019 adjusted taxable income (instead of 2020) in determining the 2020 interest expense limitation. The Company was not subject to an interest limitation in 2019 and therefore expects to use the 2019 adjusted taxable income if needed to avoid or reduce an interest expense limitation in 2020.

	·	A technical correction to the Tax Cuts and Jobs Act permits bonus depreciation and a 15-year straight-line recovery period on qualified improvement property placed in service after December 31, 2017. Prior to this technical correction, such property placed in service after 2017 was subject to the 39-year straight-line recovery period and was ineligible for bonus depreciation. To the extent the Company has eligible improvements in 2020, the Company can claim bonus depreciation which would reduce taxes payable and increase the deferred tax liability for fixed assets.

	·	Other CARES Act corporate income tax provisions will not significantly impact the company, including alternative minimum tax refunds and increases in the charitable contributions deduction limitation.

	Postretirement Benefits
	Three Months Ended						Six Months Ended
	June 27, 2020			June 29, 2019			June 27, 2020			June 29, 2019
Service cost	$	10,855		$	8,216		$	21,710		$	16,432
Interest cost		11,667			20,346			23,334			40,692
Expected return on plan assets		(5,589	)		(14,482	)		(11,178	)		(28,963	)
Amortization of prior service cost		(2,063	)		(1,268	)		(4,126	)		(2,536	)
Amortization of the net loss		(6,377	)		(20,507	)		(12,754	)		(41,014	)
Net periodic benefit cost (benefit)	$	8,493		$	(7,695	)	$	16,986		$	(15,389	)

Asset Class/Description	Amount		Weighted-Average Period in Years
Patents, technology, and licenses
Customer relationships	$	2,345,000		6
Intellectual property		591,000		6
Non-compete agreements		1,001,000		5
	$	3,937,000

	Six Months Ended June 29, 2019
	Industrial			Security			Metal
	Hardware			Products			Products			Total
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of products sold		76.6	%		69.6	%		89.7	%		76.4	%
Gross margin		23.4	%		30.4	%		10.3	%		23.6	%

Product development expense		4.2	%		4.0	%		-			3.6	%
Selling and administrative expense		13.1	%		17.2	%		7.7	%		13.5	%
Restructuring costs		3.5	%								2.2	%
Operating profit		2.6	%		9.2	%		2.6	%		4.3	%

	·	The Company has operations in Shanghai and Dongguan, China that ~~have been~~were adversely affected by the impact of COVID-19. The virus interfered with the ability of Company employees and suppliers to conduct ~~business.We~~business. We source approximately ~~15%~~10% of our products and components from ~~China.As~~China. As a result of government mandated shutdowns at the Company’s and its suppliers’ factories in China, many of the products ordered ~~have been~~were delayed by approximately 4 to 6 weeks, which ~~has~~ resulted ~~and will continue to result~~ in corresponding delays in delivery of the Company’s products to its customers. These delays ~~have~~ had an adverse impact on our business, operations, fulfillment of production requirements and ~~are likely to continue to~~operating results. There may be similar delays in the future as a result of the COVID-19 pandemic, which may have an adverse impact on our business, operations, fulfillment of production requirements and operating results.

	·	On March 11, 2020, the World Health Organization declared the rapidly spreading COVID-19 outbreak to be a global pandemic, and shortly thereafter government authorities in the United States began closing non-essential ~~business.The~~business. The majority of the Company’s businesses are considered essential and have remained open but are operating at reduced ~~levels.This~~levels. This reduction in operations has exacerbated delays in delivery of customer orders and, to the extent we continue to operate at reduced levels, is likely to cause further delays. Any sustained reduction in operations could impair the Company’s ability to meet production requirements in a timely manner or at all. These effects have had and are likely to continue to have an adverse impact on the Company’s business, financial condition and operating results.


	·	Many of the Company’s customers in both automotive and non-automotive industries experienced varying degrees of shutdowns beginning in the last week of March 2020, with some of these customers tentatively expected to begin reopening as soon as May 4, ~~2020.These~~2020. These temporary shutdowns have had and, for so long as they remain in place, are likely to continue to have, an adverse impact on demand for our products. A sustained decrease in demand would negatively impact our business, financial condition and operating results. In addition, the COVID-19 pandemic has had and may continue to have an adverse impact on the operations, financial results and finances of many of our customers, which has impacted and could continue to impact customer payment cycles and payments due from customers.

	·	The broader economic impact of the COVID-19 pandemic, including any resurgences, may result in unfavorable operating earnings and cash flow generation in the months to follow. Current global economic conditions are highly volatile due to the COVID-19 pandemic, resulting in economic slowdowns that have caused and are likely to continue to cause contractions in some or all of the markets we serve, which has led to and is likely continued to lead to decreased demand for the Company’s products, which in turn is expected to negatively impact the Company’s financial condition and operating results. Other macroeconomic factors also remain dynamic, and any causes of market size contraction, including economic uncertainty related to the United ~~Kingdom's~~Kingdom’s exit from the European Union, and overall economic slowdowns, could reduce the Company’s sales or erode operating margin, in either case reducing earnings. In addition, volatile global economic conditions may cause foreign exchange rate fluctuations, which could result in increases or decreases in earnings and may adversely affect the value of the Company’s assets outside the United States. Increased pricing in response to fluctuations in foreign currency exchange rates may offset portions of the currency impacts but could also have a negative impact on demand for the Company’s products, which would affect sales and profits. Exchange rate fluctuations could also increase pricing pressure and impair the ability of the Company’s products to compete with products imported from regions with favorable exchange rates.

	·	Shutdowns or other restrictions imposed to slow the spread and resurgence of COVID-19 have impacted and may continue to impact the prices and availability of certain of the raw materials used in the production of the Company’s products, which could impair the Company’s ability to procure the required raw materials for its operations or increase the cost of manufacturing its products. If the price of raw materials increases, the Company may be unable to pass these increases on to its customers and could experience reductions to its profit margins. Also, any decrease in the availability of raw materials could impair the Company’s ability to meet production requirements in a timely manner or at all.

	·	The Company’s management has been focused on mitigating the impact of the COVID-19 pandemic on our employees and operations, which has required and will continue to require a substantial investment of time and resources. This has resulted and can be expected to continue to result in a diversion of management attention and resources away from strategic, initiatives, new business opportunities, potential acquisitions, and the overall profitability of our business, and the Company cannot predict how long this may continue.

	·	The economic downturn has resulted and could continue to result in the carrying value of goodwill or other intangible assets exceeding their fair value, which has required and could continue to require the Company to recognize asset impairment.

	·	To the extent the Company draws under the revolving portion of the Credit Agreement, debt of the Company would increase. Such an increase in indebtedness could adversely affect the Company’s financial results or ability to incur additional debt and could negatively impact credit ratings. The continuing impact of the COVID-19 pandemic, including any ~~resrgences,~~resurgences, could also negatively impact the Company’s compliance with the financial covenants under the Credit Agreement or the interest rate of borrowings under the Credit Agreement. In addition, as a result of the risks described above, the Company may in the future be required to raise additional debt or equity financing, and the availability, terms and cost of such financing would depend on, among other things, global economic conditions, conditions in the global financing markets, trading prices of the Company’s common stock, the credit ratings of the Company, and the outlook for the industries in which the Company operates, all of which could be negatively impacted by the COVID-19 pandemic, including the extent of any resurgences. There can be no assurance that such financing would be available on acceptable terms, in sufficient quantities, or at all.

3.1)		Restated Certificate of Incorporation of the Company, as amended (conformed copy) (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020).

3.2)		Amended and Restated By-Laws of the Company, as amended through April 27, 2016 (conformed copy) (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2020).

31)		Certifications required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32)		Certifications pursuant to Rule 13a-14(b) and 18 USC 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101)		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~June 27,~~October 3, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations (Unaudited) for the three and ~~six~~nine months ended ~~June 27,~~October 3, 2020 and ~~June 29, 2019~~September 28, 2019; (ii) Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three and ~~six~~nine months ended ~~June 27,~~October 3, 2020, and ~~June 29,~~September 28, 2019; (iii) Condensed Consolidated Balance Sheets (Unaudited) as of ~~June 27,~~October 3, 2020 and December 28, 2019; (iv) Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~six~~nine months ended ~~June 27,~~October 3, 2020 and ~~June 29,~~September 28, 2019; and (iv) Notes to the Condensed Consolidated Financial Statements (Unaudited).**

104)		Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101). **

		THE EASTERN COMPANY
		(Registrant)

DATE: ~~August 5,~~November 9, 2020		/s/August M. Vlak
		August M. Vlak President and Chief Executive Officer

DATE: ~~August 5,~~November 9, 2020		/s/John L. Sullivan III
		John L. Sullivan III Vice President and Chief Financial Officer