8-K
EACO CORP (EACO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) ofthe Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 27, 2024
EACO CORPORATION
(Exact name of registrant as specified in its charter)
| Florida | 000-14311 | 59-2597349 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5065 East Hunter Avenue
Anaheim, California 92807
(Address of Principal Executive Offices)
(714) 876-2490
(Registrant’s Telephone No.)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities<br>Act |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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. ¨
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On June 27, 2024, EACO Corporation, a Florida corporation, issued a press release announcing our second quarter financial results and other information. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 2.02 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation language contained in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit | |
|---|---|
| No. | Description |
| 99.1 | Press release dated June 27, 2024 reporting the financial results of EACO Corporation for the second quarter May 31, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 3, 2024 | EACO CORPORATION | |
|---|---|---|
| By: | /S/ GLEN CEILEY | |
| Glen Ceiley, Chief Executive Officer |
Exhibit 99.1
| Michael Narikawa | |
|---|---|
| EACO Corporation | |
| (714) 876-2490 | June 27, 2024 |
EACO CORPORATION REPORTS RECORD QUARTER NET SALES
ANAHEIM, CALIFORNIA – EACO Corporation (OTCMKTS:EACO) today reported the results for its quarter ended May 31, 2024.
Net sales, net income and earnings per share were as follows for the three months ended May 31, 2024 (dollars in thousands, except per share information):
| Three Months Ended<br> <br>May 31, | % | ||
|---|---|---|---|
| 2024 | 2023 | Change | |
| (unaudited) | (unaudited) | ||
| Net sales | $96,121 | $80,249 | 19.8% |
| Net income | $1,184 | $5,319 | (77.7%) |
| Basic and diluted earnings per common share | $0.24 | $1.09 | (78.0%) |
The Company had 413 sales employees at May 31, 2024, an increase of 33 employees or 8.5%, from the prior year quarter. The Company’s sales force is divided into sales focus teams (SFT’s). The Company had 110 SFT’s as of May 31, 2024, two more than the prior year quarter. Management anticipates continued growth in both our headcount and SFT’s in fiscal year 2024. Management believes it continues to gain market share through its local presence business model.
Safe Harbor Statement under the Private Securities Litigation ReformAct of 1995:
Any statements set forth in this news release that are not entirely historical and factual in nature, including without limitation, statements related to our headcount expansion and future growth are forward-looking statements. These forward-looking statements are based on our current expectations and are inherently subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. The potential risks and uncertainties include, but are not limited to, our ability to hire and retain additional qualified employees, our ability to open additional sales offices, and to gain market acceptance for our products, the pricing and availability of our products, the success of our sales and marketing programs, and the impact of products offered by our competitors from time to time. In addition to these factors and any other factors mentioned elsewhere in this news release, the reader should refer as well to the factors, uncertainties or risks identified in EACO’s most recent Form 10-K and all subsequent Form 10-Q reports filed by us with the SEC. The forward-looking statements included in this release speak only as of the date hereof, and EACO does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances.
EACO Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share information)
(unaudited)
| August 31, | ||||
|---|---|---|---|---|
| 2023 | ||||
| ASSETS | ||||
| Current Assets: | ||||
| Cash and cash equivalents | 737 | $ | 8,558 | |
| Restricted cash | 10 | 10 | ||
| Trade accounts receivable, net | 54,059 | 46,654 | ||
| Inventory, net | 67,409 | 56,270 | ||
| Marketable securities, trading | 9,405 | 27,228 | ||
| Prepaid expenses and other current assets | 3,838 | 3,843 | ||
| Total current assets | 135,458 | 142,563 | ||
| Non-current Assets: | ||||
| Property, equipment and leasehold improvements, net | 35,415 | 8,041 | ||
| Operating lease right-of-use assets | 4,498 | 9,988 | ||
| Other assets, net | 1,508 | 1,652 | ||
| Total assets | 176,879 | $ | 162,244 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Current Liabilities: | ||||
| Trade accounts payable | 33,614 | $ | 22,505 | |
| Accrued expenses and other current liabilities | 17,160 | 16,375 | ||
| Current portion of operating lease liabilities | 2,148 | 3,950 | ||
| Current portion of debt | 120 | 120 | ||
| Total current liabilities | 53,042 | 42,950 | ||
| Non-current Liabilities: | ||||
| Long-term debt | 4,254 | 4,348 | ||
| Operating lease liabilities | 2,526 | 6,225 | ||
| Total liabilities | 59,822 | 53,523 | ||
| Commitments and Contingencies | ||||
| Shareholders’ Equity: | ||||
| Convertible preferred stock, 0.01 par value per share; 10,000,000 shares authorized; 36,000 shares outstanding (liquidation value 900) | 1 | 1 | ||
| Common stock, 0.01 par value per share; 8,000,000 shares authorized; 4,861,590 shares outstanding | 49 | 49 | ||
| Additional paid-in capital | 12,378 | 12,378 | ||
| Accumulated other comprehensive income | (30 | ) | 38 | |
| Retained earnings | 104,659 | 96,255 | ||
| Total shareholders’ equity | 117,057 | 108,721 | ||
| Total liabilities and shareholders’ equity | 176,879 | $ | 162,244 |
All values are in US Dollars.
* Derived from the Company’s audited financial statements included in its Form 10-K for the year ended August 31, 2023 filed with the U.S. Securities and Exchange Commission on November 22, 2023.
EACO Corporation and Subsidiaries
Condensed Consolidated Statements of Income
(in thousands, except for share and per share information)
(unaudited)
| Three Months Ended<br> <br>May 31, | Nine Months Ended<br> <br>May 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net sales | $ | 96,121 | $ | 80,249 | $ | 259,711 | $ | 233,493 | ||||
| Cost of sales | 68,193 | 57,008 | 183,184 | 166,325 | ||||||||
| Gross margin | 27,928 | 23,241 | 76,527 | 67,168 | ||||||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative expenses | 26,314 | 16,277 | 61,129 | 47,568 | ||||||||
| Impairment on termination of lease | – | – | 3,906 | – | ||||||||
| Income from operations | 1,614 | 6,964 | 11,492 | 19,600 | ||||||||
| Other income (expense): | ||||||||||||
| Net (loss) gain on trading securities | (24 | ) | 163 | (45 | ) | 784 | ||||||
| Interest and other (expense) | (44 | ) | (36 | ) | (128 | ) | (38 | ) | ||||
| Other (expense) income, net | (68 | ) | 127 | (173 | ) | 746 | ||||||
| Income before income taxes | 1,546 | 7,091 | 11,319 | 20,346 | ||||||||
| Provision for income taxes | 362 | 1,772 | 2,858 | 5,216 | ||||||||
| Net income | 1,184 | 5,319 | 8,461 | 15,130 | ||||||||
| Cumulative preferred stock dividend | (19 | ) | (19 | ) | (57 | ) | (57 | ) | ||||
| Net income attributable to common shareholders | $ | 1,165 | $ | 5,300 | $ | 8,404 | $ | 15,073 | ||||
| Basic earnings per share: | $ | 0.24 | $ | 1.09 | $ | 1.73 | $ | 3.10 | ||||
| Diluted earnings per share: | $ | 0.24 | $ | 1.09 | $ | 1.73 | $ | 3.09 | ||||
| Basic weighted average common shares outstanding | 4,861,590 | 4,861,590 | 4,861,590 | 4,861,590 | ||||||||
| Diluted weighted average common shares outstanding | 4,901,590 | 4,901,590 | 4,901,590 | 4,901,590 |
EACO Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Nine Months Ended<br> <br>May 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Operating activities: | ||||||
| Net income | $ | 8,461 | $ | 15,130 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 1,247 | 1,052 | ||||
| Bad debt expense | 359 | 201 | ||||
| Deferred tax provision | 51 | – | ||||
| Net unrealized loss (gain) on trading securities | 357 | (784 | ) | |||
| Impairment on termination of lease | 3,906 | – | ||||
| Changes in current assets and liabilities: | ||||||
| Trade accounts receivable | (7,764 | ) | 3,913 | |||
| Inventory | (11,139 | ) | (7,656 | ) | ||
| Prepaid expenses and other assets | 98 | 1,151 | ||||
| Operating lease right-of-use assets | 5,490 | (1 | ) | |||
| Trade accounts payable | 8,043 | (1,885 | ) | |||
| Accrued expenses and other current liabilities | 785 | (2,397 | ) | |||
| Operating lease liabilities | (5,501 | ) | 10 | |||
| Net cash provided by operating activities | 4,393 | 8,734 | ||||
| Investing activities: | ||||||
| Purchase of property, equipment, and leasehold improvements | (32,527 | ) | (646 | ) | ||
| Net sales (purchases) of marketable securities, trading | 17,466 | (23,738 | ) | |||
| Net cash used in investing activities | (15,061 | ) | (24,384 | ) | ||
| Financing activities: | ||||||
| Repayments on long-term debt | (94 | ) | (87 | ) | ||
| Preferred stock dividend | (57 | ) | (57 | ) | ||
| Net change in bank overdraft | 3,066 | (109 | ) | |||
| Net cash provided by (used in) financing activities | 2,915 | (253 | ) | |||
| Effect of foreign currency exchange rate changes on cash and cash equivalents | (68 | ) | (135 | ) | ||
| Net decrease in cash, cash equivalents, and restricted cash | (7,821 | ) | (16,038 | ) | ||
| Cash, cash equivalents, and restricted cash - beginning of period | 8,568 | 17,396 | ||||
| Cash, cash equivalents, and restricted cash - end of period | $ | 747 | $ | 1,358 | ||
| Supplemental disclosures of cash flow information: | ||||||
| Cash paid for interest | $ | 145 | $ | 152 | ||
| Cash paid for income taxes | $ | 8,276 | $ | 7,217 |