EACO CORP - Annual Report: 2006 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-K
(Mark
One)
| x |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 27,
2006
|
OR
| o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF
1934
|
Commission
File No. 000-14311
EACO
CORPORATION
(exact
name of Registrant as specified in its charter)
|
Florida
|
No.
59-2597349
|
|
|
(State
of
Incorporation)
|
(I.R.S.
Employer
Identification)
|
1500
North Lakeview Avenue
Anaheim,
California 92807
(Address
of Principal Executive Offices)
Registrant's
telephone number, including area code: (714)876-2490
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, $.01 Par Value
(Title
of Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act.
YES o
NO
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
YES o
NO
x
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be
filed by Sections 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 x
NO
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this
Form 10-K.
x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).
Large
accelerated filer o
Accelerated
filer o
Non-accelerated
filer x
Indicate
by check mark whether the registrant is a shell company (as defined in Exchange
Act Rule 12b-2).
YES o
NO
x
The
aggregate market value of the Registrant’s Common Stock (based upon the closing
sale price of the registrant's Common Stock on June 28, 2006) held by
non-affiliates of the Registrant was approximately $2,420,000.
As
of
April 6, 2007, 3,906,801 shares of Common Stock of the Registrant were
outstanding.
Documents
Incorporated by Reference
Portions
of the Registrant's 2006 Annual Report to Shareholders are incorporated by
reference into Part II of this Annual Report on Form 10-K. Portions of the
Definitive Information Statement for the Registrant's 2007 Annual Meeting of
Shareholders are incorporated by reference into Part III of this Annual Report
on Form 10-K.
PART
I
Item
1: Business
Overview
EACO
Corporation (the “Company”) was incorporated under the laws of the State of
Florida in September of 1985. In 1986, the Company completed its initial public
offering of 900,000 shares of its common stock, par value $.01 per share
(“Common Stock”) resulting in net proceeds to the Company of approximately
$4,145,000.
In
April
1986, the Company issued 853,200 shares of Common Stock in exchange for the
assets and liabilities of six limited partnerships each of which owned and
operated a restaurant pursuant to a franchise agreement with Ryan’s and
1,134,000 shares of Common Stock to Eddie L. Ervin, Jr., in consideration for
Mr. Ervin assigning to the Company all of his rights under such franchise
agreement. In 2005, the Company sold all of its operating restaurants and,
as a
result, the Company’s remaining operations consist mainly of managing rental
properties.
The
Company moved its corporate office in March 2006 from Florida to Anaheim,
California in order to reduce overhead.
Operations
From
the
inception of the Company through June 2005, the Company’s business consisted of
operating restaurants in the state of Florida. On June 29, 2005, the Company
sold all of its operating restaurants (the “Asset Sale”) to Banner Buffets LLC
(“Banner”). These restaurant operations are presented as discontinued operations
in the accompanying financial statements. The Company’s remaining operations
consist mainly of managing rental properties it owns in Florida and
California.
At
December 27, 2006 the Company owns one restaurant property, which is leased
to a restaurant operator. The Company is still obligated for leases of three
restaurant
locations, which were all vacant at December 27, 2006. Subsequent to year end,
one of the leases was terminated by mutual agreement between the Company and
the
landlord. Subtenants were found for the other two leases, with lease periods
commencing on March 1, 2007 and April 16, 2007.
In
addition, the Company owns an income-producing real estate property in Sylmar,
California with two industrial tenants which it purchased in the fourth quarter
of 2005. See “Liquidity and Capital Resources” in the Company’s 2006 Annual
Report to Shareholders for additional information.
The
Company’s revenue consists of a single segment: rental properties. During 2006,
the Company had five tenants that accounted for approximately 97% of the
Company’s rental revenue. The tenants, and their related percentage contribution
to revenue, are summarized below:
The Company continues to investigate various potential strategies for its future business plan. As of the date of this report, there are no pending acquisitions and there is no defined timeline as to when an acquisition or investment might take place.
Proprietary
Trade Marks
The
Company holds no proprietary trade marks at this time.
Employees
As
of
December 27, 2006, the Company has no employees in its corporate office. The
daily operations of the Company are maintained by an outside company, Bisco
Industries (“Bisco”), the wholly-owned company of the Company’s Chairman of the
Board, Glen Ceiley. Oversight of the Company is maintained by a steering
committee comprised of Mr. Ceiley along with executives from Bisco.
2
Government
Regulation
The
Company believes that it is in substantial compliance with all applicable
federal, state and local statutes, regulations and ordinances including those
related to protection of the environment and that compliance has had no material
effect on the Company's capital expenditures, earnings or competitive position,
and such compliance is not expected to have a material adverse effect upon
the
Company's operations. The Company, however, cannot predict the impact of
possible future legislation or regulation on its operations.
Working
Capital Requirements
In
2006,
due to the increase in worker's compensation liability, working capital
requirements have been significant.
Long-Term
Debt
The
Company has a loan agreement with GE Capital for one restaurant property still
owned by the Company. As of December 27, 2006, the outstanding balance due
under
the Company’s loan with GE Capital was $867,700. The Company also assumed a loan
with Citizen’s Bank of California in connection with the California property
purchase in November 2005. As of December 27, 2006, the outstanding balance
due
on this loan was $1,765,900. The weighted average interest rate for the
Company’s loans is 8.66%.
Availability
of Reports and Other Information
The
Company files annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the “SEC”). You may
read and copy any document the Company files at the SEC’s Public Reference Room
at 100F Street, N.E., Room 1580, Washington, D.C. 20549.
Please
call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Rooms. The Company’s SEC filings are also available to the public at the SEC’s
website at http://www.sec.gov.
In
addition, you may obtain copies of the reports and other information we file
with the SEC, free of charge, through a link on our website,
http://www.eacocorp.com/.
Item
1A. Risk Factors.
Investing
in common stock of any company involves various risks. Some of the risks
associated with an investment in our common stock are listed below. The list
is
not meant to be exclusive. These risks include the lack of an actively traded
market in the Company’s common stock, the amount of reliance on decisions
implemented by the Company’s majority shareholder, the lack of a comprehensive
on-going business plan for the Company, the Company’s active trading of
marketable securities and risks inherently associated with the Company’s
commercial real estate properties, such as unexpected vacancies which could
lead
to reduced revenue.
Item
1B. Unresolved Staff Comments.
None.
3
Item
2. Properties
| Locations | Description | |
| (1) Deland, FL |
Leased
restaurant. Leased to a restaurant
operator subsequent to year end.
|
|
| (1) Jacksonville, FL | Leased restaurant. Lease terminated subsequent to year end. | |
| (2) Orange Park, FL | Restaurant building leased to a restaurant operator. | |
| (3) Sylmar, CA | Two properties leased to industrial tenants. | |
| (1) Brooksville, FL | Leased restaurant. Leased to a restaurant operation subsequent to year end. |
(1)
Leased property.
(2)
Property subject to mortgage securing GE Capital Notes.
(3)
Property subject to mortgage securing Citizen’s Bank Note.
Item
3: Legal Proceedings
From
time
to time we may be named in claims arising in the ordinary course of business.
Currently, no legal proceedings or claims are pending against us or involve
us
that, in the opinion of our management, could reasonably be expected to have
a
material adverse effect on our business or financial condition, except as
discussed below. In connection with the Asset Sale, a broker has demanded a
commission payment of $3.5 million. The Company filed suit against the broker
on
July 11, 2005 in Duval County Circuit Court in an effort to expedite a
resolution of the claim. The Company agreed to place $400,000 in escrow in
connection with the lawsuit. In addition, in August 2005, the Company was sued
in Miami-Dade County Circuit Court by another broker who claims that a
commission of $749,000 is payable to him as a result of the Asset Sale. The
Company plans to vigorously defend both of these claims. Due to the fact that
management cannot predict the outcome or the possible payments awarded under
these legal proceedings, no charge to earnings has been made in the 2006
financial statements.
Item
4: Submission of Matters To A Vote Of Security Holders
None.
PART
II
Item
5: Market For The Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
The
information contained under the caption "Common Stock Data" in the Company's
2006 Annual Report to Shareholders is incorporated herein by
reference.
Equity
Compensation Plans
None.
4
Item
6: Selected
Financial Data
The
information contained under the caption "Five Year Financial Summary" in the
Company's 2006 Annual Report to Shareholders is incorporated herein by
reference.
Item
7: Management’s Discussion And Analysis Of Financial Condition And Results Of
Operations
The
information contained under the caption "Management's Discussion and Analysis
of
Financial Condition and Results of Operations" in the Company's 2006 Annual
Report to Shareholders is incorporated herein by reference.
Item
7A: Quantitative And Qualitative Disclosures About Market
Risk
The
information contained under the caption “Quantitative and Qualitative Disclosure
About Market Risk” in the Company’s 2006 Annual Report to Shareholders is
incorporated herein by reference.
Item
8: Financial Statements And Supplementary Data
Financial
Statements
The
Consolidated Financial Statements of the Company and Independent Auditors’
Report as contained in the Company's 2006 Annual Report to Shareholders are
incorporated herein by reference.
Supplementary
Data
The
information contained under the caption “Quarterly Consolidated Financial Data”
in the Company’s 2006 Annual Report to Shareholders is incorporated herein by
reference.
Item
9: Changes In And Disagreements With Accountants On Accounting And Financial
Disclosure
The
information contained under the caption “Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure” in the Company’s 2006 Annual
Report to Shareholders is incorporated herein by reference.
Item
9A: Controls and Procedures
(a) Evaluation
of disclosure controls and procedures.
As
required by Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
“Exchange Act”), as of the end of the period covered by this report, the Company
carried out an evaluation of the effectiveness of the design and operation
of
the Company’s disclosure controls and procedures. This evaluation was carried
out under the supervision and with the participation of the Company’s steering
committee, including the Chairman of the Board, who also serves as the Company’s
principal financial officer. Based upon that evaluation, the Company’s Chairman
has concluded that the Company’s disclosure controls and procedures are
effective in alerting them to material information regarding the Company’s
financial statements and disclosure obligation in order to allow the Company
to
meet its reporting requirements under the Exchange Act in a timely
manner.
(b) Changes
in internal control.
There
have been no changes in internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
5
PART
III
Item
10: Directors And Executive Officers
The
information required by this Item is incorporated by reference to the sections
entitled “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting
Compliance,” “Financial Code of Ethical Conduct” and “Board of Directors and
Standing Committees” in the Company’s Definitive Information Statement for
its 2007 Annual Meeting of Shareholders (the “Information
Statement”).
Item
11: Executive Compensation
The
information required by this Item is incorporated by reference to the sections
entitled “Executive Pay,” “Compensation Committee Interlocks and Insider
Participation” and “Compensation Committee Report” in the
Company’s Information Statement.
Item
12: Security Ownership of Certain Beneficial Owners And
Management
The
information required by this Item is incorporated by reference to the sections
entitled “Security Ownership of Certain Beneficial Owners and Management” and
“Equity Compensation Plans” in the Company’s
Information Statement.
Item
13: Certain Relationships And Related Transactions
The
information required by this Item is incorporated by reference to the sections
entitled “Certain Relationships and Related Transactions” and “Board of
Directors and Standing Committees- Board Independence” in the Company’s
Information Statement.
Item
14: Principal Accountant Fees And Services
The
information required by this Item is incorporated by reference to the section
entitled “Principal Accounting Fees and Services” in the
Company’s Information Statement.
PART
IV
Item
15: Exhibits and Financial Statements
(a)
The
financial statements listed below are incorporated by reference to the Company’s
2006 Annual Report to Shareholders.
Consolidated
Statements of Operations for the years ended December 27, 2006, December 28,
2005, and December 29, 2004.
Consolidated
Balance Sheets as of December 27, 2006 and December 28, 2005.
Consolidated
Statements of Shareholders’ Equity for the years ended December 27, 2006,
December 28, 2005, and December 29, 2004.
Consolidated
Statements of Cash Flows for the years ended December 27, 2006, December 28,
2005, and December 29, 2004.
6
Notes
to
the Consolidated Financial Statements.
Report
of
Independent Registered Public Accounting Firm.
Report
of
Independent Registered Public Accounting Firm.
Consent
of Independent Registered Public Accounting Firm.
Consent
of Independent Registered Public Accounting Firm.
| (b) |
The
following exhibits are filed as part of this report on Form 10-K
as
required by Item 601 Regulation S-K.
|
| No. | Exhibit |
|
3.01
|
Articles
of Incorporation of Family Steak Houses of Florida, Inc. (Exhibit
3.01 to
the Company's Registration Statement on Form S-1 filed with the SEC
on
November 29, 1985, Registration No. 33-1887, is incorporated herein
by
reference.)
|
|
3.02
|
Articles
of Amendment to the Articles of Incorporation of Family Steak Houses
of
Florida, Inc. (Exhibit 3.03 to the Company's Registration Statement
on
Form S-1 filed with the SEC on November 29, 1985, Registration No.
33-1887, is incorporated herein by
reference.)
|
|
3.03
|
Articles
of Amendment to the Articles of Incorporation of Family Steak Houses
of
Florida, Inc. (Exhibit 3.04 to the Company's Registration Statement
on
Form S-1 filed with the SEC on November 29, 1985, Registration No.
33-1887, is incorporated herein by
reference.)
|
|
3.04
|
Amended
and Restated Bylaws of Family Steak Houses of Florida, Inc. (Exhibit
4 to
the Company's Form 8-A, filed with the SEC on March 19, 1997, is
incorporated herein by reference.)
|
|
3.05
|
Articles
of Amendment to the Articles of Incorporation of Family Steak Houses
of
Florida, Inc. (Exhibit 3.08 to the Company’s Annual Report on Form 10-K
filed with the SEC on March 31, 1998, is incorporated herein by
reference.)
|
| 3.06 | Amendment to Bylaws of Family Steak Houses of Florida, Inc. (Exhibit 3.08 to the Company's Annual Report on Form 10-K filed with the SEC on March 15, 2000, is incorporated herein by reference.) |
|
3.07
|
Articles
of Amendment to the Articles of Incorporation of Family Steak Houses
of
Florida, Inc. (Exhibit 3.09 to the Company’s Annual Report on Form 10-K
filed with the SEC on March 29, 2004 is incorporated herein by
reference.)
|
|
3.08
|
Articles
of Amendment to the Articles of Incorporation of Family Steak Houses
of
Florida, Inc., changing the name of the corporation to EACO Corporation.
(Exhibit 3.10 to the Company’s Quarterly Report on Form 10-Q filed with
the SEC on September 3, 2004, is incorporated herein by
reference.)
|
|
3.09
|
Amendment
of Articles of Incorporation of EACO Corporation for the purpose
of
issuance of Preferred Stock to Glen F. Ceiley, its Chairman and CEO.
(Exhibit 3.i to the Company’s Form 8-K filed with the SEC on September 8,
2004, is incorporated herein by
reference.)
|
|
10.01
|
Amended
Franchise Agreement between Family Steak Houses of Florida, Inc.
and
Ryan's Family Steak Houses, Inc., dated September 16, 1987. (Exhibit
10.01
to the Company's Registration Statement on Form S-1, filed with the
SEC on
October 2, 1987, Registration No. 33-17620, is incorporated herein
by
reference.)
|
|
10.02
|
Lease
regarding the restaurant located at 3549 Blanding Boulevard, Jacksonville,
Florida (Exhibit 10.03 to the Company's Registration Statement on
Form S-1
filed with the SEC on November 29, 1985, Registration No. 33-1887,
is
incorporated herein by reference.)
|
7
|
10.03
|
Amendment
of Franchise Agreement between Ryan's Family Steak Houses, Inc. and
the
Company dated July 11, 1994. (Exhibit 10.17 to the Company's Annual
Report
on Form 10-K, filed with the SEC on March 28, 1995, is incorporated
herein
by reference.)
|
|
10.04
|
Lease
Agreement between the Company and CNL American Properties Fund, Inc.,
dated as of September 18, 1996. (Exhibit 10.02 to the Company's Quarterly
Report on Form 10-Q, filed with the SEC on November 18, 1996 is hereby
incorporated by reference.)
|
|
10.05
|
Rent
Addendum to Lease Agreement between the Company and CNL American
Properties Fund, Inc., dated as of September 18, 1996. (Exhibit 10.04
to
the Company's Quarterly Report on Form 10-Q, filed with the SEC on
November 18, 1996, is hereby incorporated by
reference.)
|
|
10.06
|
Amendment
of Franchise Agreement between the Company and Ryan's Family Steak
Houses,
Inc. dated October 3, 1996. (Exhibit 10.14 to the Company’s Annual Report
on Form 10-K, filed with the SEC on April 1, 1997, is hereby incorporated
by reference.)
|
|
10.07
|
$15.36m
Loan Agreement, between the Company and FFCA Mortgage Corporation,
dated
December 18, 1996. (Exhibit 10.17 to the Company’s Annual Report on Form
10-K, filed with the SEC on April 1, 1997, is hereby incorporated
by
reference.)
|
|
10.08
|
$4.64m
Loan Agreement, between the Company and FFCA Mortgage Corporation,
dated
December 18, 1996. (Exhibit 10.18 to the Company’s Annual Report on Form
10-K, filed with the SEC on April 1, 1997, is hereby incorporated
by
reference.)
|
|
10.09
|
Form
of Promissory Note between the Company and FFCA Mortgage Corporation,
dated December 18, 1996. (Exhibit 10.19 to the Company’s Annual Report on
Form 10-K, filed with the SEC on April 1, 1997, is hereby incorporated
by
reference.)
|
|
10.10
|
Form
of Mortgage between the Company and FFCA Mortgage Corporation, dated
December 18, 1996, (Exhibit 5 to the Company's Schedule 14D-9, filed
with
the SEC on March 19, 1997 is hereby incorporated by
reference.)
|
|
10.11
|
Lease
agreement dated January 29, 1998 between the Company and Excel Realty
Trust, Inc. (Exhibit 10.19 to the Company’s Annual Report on Form 10-K,
filed with the SEC on March 31, 1998 is hereby incorporated by
reference.)
|
|
10.12
|
Amendment
of Franchise Agreement between the Company and Ryan’s Family Steak Houses,
Inc. dated August 31, 1999. (Exhibit 10.19 to the Company’s Annual Report
on Form 10-K filed with the SEC on March 15, 2000 is incorporated
herein
by reference.)
|
|
10.13
|
Amendment
to Franchise Agreement between the Company and Ryan’s Properties, Inc.
dated January 30, 2002. (Exhibit 10.19 to the Company’s Annual Report on
Form 10-K filed with the SEC on March 29, 2002 is incorporated herein
by
reference.)
|
|
10.14
|
Form
of Amended and Restated Mortgage Agreement between the Company and
GE
Capital Franchise Finance Corporation dated October 21, 2002. (Exhibit
10.01 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on
November 15, 2002 is incorporated herein by
reference.)
|
8
|
10.15
|
Form
of Promissory Note between the Company and GE Capital Franchise Finance
Corporation dated October 21, 2002. (Exhibit 10.02 to the Company’s
Quarterly Report on Form 10-Q filed with the SEC on November 15,
2002 is
incorporated herein by reference.)
|
|
10.16
|
Form
of Loan Agreement between the Company and GE Capital Franchise Finance
Corporation dated October 21, 2002. (Exhibit 10.03 to the Company’s
Quarterly Report on Form 10-Q filed with the SEC on November 15,
2002 is
incorporated herein by reference.)
|
|
10.17
|
Lease
Agreement between the Company and Barnhill’s Buffet, Inc. for a restaurant
property in Orange Park, Florida. (Exhibit 10.04 to the Company's
Quarterly Report on Form 10-Q filed with the SEC on November 15,
2002 is
incorporated herein by reference.)
|
|
10.18
|
Amendment
to Franchise Agreement between the Company and Ryan’s Properties, Inc.
dated December 17, 2003. (Exhibit 10.25 to the Company’s Annual Report on
Form 10-K filed with the SEC on March 29, 2004 is incorporated herein
by
reference.)
|
|
10.19
|
Asset
Purchase Agreement between the Company and Banner Buffets, LLC (“Buyer”)
for the sale of 16 of the Company’s restaurants, subject to Buyer’s due
diligence and shareholder approval, dated February 22, 2005. (Exhibit
10.1
to the Company’s Form 8-K filed with the SEC on February 28, 2005 is
incorporated herein by reference.)
|
|
13.01
|
2006
Annual Report to Shareholders.
|
|
14.01
|
Financial
Code of Ethical Conduct.
|
|
16.01
|
Letter
re Change in Certifying Accountant from Deloitte & Touche LLP.
(Exhibit 16 to the Company’s Form 8-K filed with the SEC on September 9,
2005 is incorporated herein by
reference.)
|
|
21.01
|
Subsidiaries
of the Company.
|
|
23.01
|
Consent
of Squar, Milner, Peterson, Miranda & Williamson
LLP.
|
|
23.02
|
Consent
of Deloitte & Touche LLP.
|
|
31.01
|
Certification
of Chief Executive Officer (Principal Executive Officer and Principal
Financial Officer) pursuant to Securities and Exchange Act Rules
13a-14(a)
and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act
of 2002.
|
|
32.01
|
Certification
of Chief Executive Officer (Principal Executive Officer and Principal
Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley
Act of
2002.
|
9
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
| EACO Corporation | ||
| |
|
|
| Date: May 3, 2007 | By: | /s/ Glen F. Ceiley |
|
Glen F. Ceiley |
||
|
Its:
Chief Executive Officer
(Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)
|
||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed by the following persons on behalf of the Registrant in the capacities
and on the date indicated.
|
Signature
|
Title
|
Date
|
||
| /s/ Glen F. Ceiley | Chairman of the Board |
May
3, 2007
|
||
| Glen F. Ceiley | ||||
| /s/ Steve Catanzaro | Director |
May
3, 2007
|
||
| Steve Catanzaro | ||||
| /s/ Jay Conzen | Director |
May
3, 2007
|
||
| Jay Conzen | ||||
| /s/ William Means | Director |
May
3, 2007
|
||
| William Means |
10
EXHIBIT
INDEX
|
3.01
|
Articles
of Incorporation of Family Steak Houses of Florida, Inc. (Exhibit
3.01 to
the Company's Registration Statement on Form S-1 filed with the SEC
on
November 29, 1985, Registration No. 33-1887, is incorporated herein
by
reference.)
|
|
3.02
|
Articles
of Amendment to the Articles of Incorporation of Family Steak Houses
of
Florida, Inc. (Exhibit 3.03 to the Company's Registration Statement
on
Form S-1 filed with the SEC on November 29, 1985, Registration No.
33-1887, is incorporated herein by
reference.)
|
|
3.03
|
Articles
of Amendment to the Articles of Incorporation of Family Steak Houses
of
Florida, Inc. (Exhibit 3.04 to the Company's Registration Statement
on
Form S-1 filed with the SEC on November 29, 1985, Registration No.
33-1887, is incorporated herein by
reference.)
|
|
3.04
|
Amended
and Restated Bylaws of Family Steak Houses of Florida, Inc. (Exhibit
4 to
the Company's Form 8-A, filed with the SEC on March 19, 1997, is
incorporated herein by reference.)
|
|
3.05
|
Articles
of Amendment to the Articles of Incorporation of Family Steak Houses
of
Florida, Inc. (Exhibit 3.08 to the Company’s Annual Report on Form 10-K
filed with the SEC on March 31, 1998, is incorporated herein by
reference.)
|
| 3.06 |
Amendment
to Bylaws of Family Steak Houses of Florida, Inc. (Exhibit 3.08 to
the
Company's Annual Report
on Form 10-K filed with the SEC on March 15, 2000, is incorporated
herein
by reference.)
|
|
3.07
|
Articles
of Amendment to the Articles of Incorporation of Family Steak Houses
of
Florida, Inc. (Exhibit 3.09 to the Company’s Annual Report on Form 10-K
filed with the SEC on March 29, 2004 is incorporated herein by
reference.)
|
|
3.08
|
Articles
of Amendment to the Articles of Incorporation of Family Steak Houses
of
Florida, Inc., changing the name of the corporation to EACO Corporation.
(Exhibit 3.10 to the Company’s Quarterly Report on Form 10-Q filed with
the SEC on September 3, 2004, is incorporated herein by
reference.)
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|
3.09
|
Amendment
of Articles of Incorporation of EACO Corporation for the purpose
of
issuance of Preferred Stock to Glen F. Ceiley, its Chairman and CEO.
(Exhibit 3.i to the Company’s Form 8-K filed with the SEC on September 8,
2004, is incorporated herein by
reference.)
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|
10.01
|
Amended
Franchise Agreement between Family Steak Houses of Florida, Inc.
and
Ryan's Family Steak Houses, Inc., dated September 16, 1987. (Exhibit
10.01
to the Company's Registration Statement on Form S-1, filed with the
SEC on
October 2, 1987, Registration No. 33-17620, is incorporated herein
by
reference.)
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|
10.02
|
Lease
regarding the restaurant located at 3549 Blanding Boulevard, Jacksonville,
Florida (Exhibit 10.03 to the Company's Registration Statement on
Form S-1
filed with the SEC on November 29, 1985, Registration No. 33-1887,
is
incorporated herein by reference.)
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|
10.03
|
Amendment
of Franchise Agreement between Ryan's Family Steak Houses, Inc. and
the
Company dated July 11, 1994. (Exhibit 10.17 to the Company's Annual
Report
on Form 10-K, filed with the SEC on March 28, 1995, is incorporated
herein
by reference.)
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|
10.04
|
Lease
Agreement between the Company and CNL American Properties Fund, Inc.,
dated as of September 18, 1996. (Exhibit 10.02 to the Company's Quarterly
Report on Form 10-Q, filed with the SEC on November 18, 1996 is hereby
incorporated by reference.)
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11
|
10.05
|
Rent
Addendum to Lease Agreement between the Company and CNL American
Properties Fund, Inc., dated as of September 18, 1996. (Exhibit 10.04
to
the Company's Quarterly Report on Form 10-Q, filed with the SEC on
November 18, 1996, is hereby incorporated by
reference.)
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|
10.06
|
Amendment
of Franchise Agreement between the Company and Ryan's Family Steak
Houses,
Inc. dated October 3, 1996. (Exhibit 10.14 to the Company’s Annual Report
on Form 10-K, filed with the SEC on April 1, 1997, is hereby incorporated
by reference.)
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|
10.07
|
$15.36m
Loan Agreement, between the Company and FFCA Mortgage Corporation,
dated
December 18, 1996. (Exhibit 10.17 to the Company’s Annual Report on Form
10-K, filed with the SEC on April 1, 1997, is hereby incorporated
by
reference.)
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|
10.08
|
$4.64m
Loan Agreement, between the Company and FFCA Mortgage Corporation,
dated
December 18, 1996. (Exhibit 10.18 to the Company’s Annual Report on Form
10-K, filed with the SEC on April 1, 1997, is hereby incorporated
by
reference.)
|
|
10.09
|
Form
of Promissory Note between the Company and FFCA Mortgage Corporation,
dated December 18, 1996. (Exhibit 10.19 to the Company’s Annual Report on
Form 10-K, filed with the SEC on April 1, 1997, is hereby incorporated
by
reference.)
|
|
10.10
|
Form
of Mortgage between the Company and FFCA Mortgage Corporation, dated
December 18, 1996, (Exhibit 5 to the Company's Schedule 14D-9, filed
with
the SEC on March 19, 1997 is hereby incorporated by
reference.)
|
|
10.11
|
Lease
agreement dated January 29, 1998 between the Company and Excel Realty
Trust, Inc. (Exhibit 10.19 to the Company’s Annual Report on Form 10-K,
filed with the SEC on March 31, 1998 is hereby incorporated by
reference.)
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|
10.12
|
Amendment
of Franchise Agreement between the Company and Ryan’s Family Steak Houses,
Inc. dated August 31, 1999. (Exhibit 10.19 to the Company’s Annual Report
on Form 10-K filed with the SEC on March 15, 2000 is incorporated
herein
by reference.)
|
|
10.13
|
Amendment
to Franchise Agreement between the Company and Ryan’s Properties, Inc.
dated January 30, 2002. (Exhibit 10.19 to the Company’s Annual Report on
Form 10-K filed with the SEC on March 29, 2002 is incorporated herein
by
reference.)
|
|
10.14
|
Form
of Amended and Restated Mortgage Agreement between the Company and
GE
Capital Franchise Finance Corporation dated October 21, 2002. (Exhibit
10.01 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on
November 15, 2002 is incorporated herein by
reference.)
|
|
10.15
|
Form
of Promissory Note between the Company and GE Capital Franchise Finance
Corporation dated October 21, 2002. (Exhibit 10.02 to the Company’s
Quarterly Report on Form 10-Q filed with the SEC on November 15,
2002 is
incorporated herein by reference.)
|
|
10.16
|
Form
of Loan Agreement between the Company and GE Capital Franchise Finance
Corporation dated October 21, 2002. (Exhibit 10.03 to the Company’s
Quarterly Report on Form 10-Q filed with the SEC on November 15,
2002 is
incorporated herein by reference.)
|
12
|
10.17
|
Lease
Agreement between the Company and Barnhill’s Buffet, Inc. for a restaurant
property in Orange Park, Florida. (Exhibit 10.04 to the Company's
Quarterly Report on Form 10-Q filed with the SEC on November 15,
2002 is
incorporated herein by reference.)
|
|
10.18
|
Amendment
to Franchise Agreement between the Company and Ryan’s Properties, Inc.
dated December 17, 2003. (Exhibit 10.25 to the Company’s Annual Report on
Form 10-K filed with the SEC on March 29, 2004 is incorporated herein
by
reference.)
|
|
10.19
|
Asset
Purchase Agreement between the Company and Banner Buffets, LLC (“Buyer”)
for the sale of 16 of the Company’s restaurants, subject to Buyer’s due
diligence and shareholder approval, dated February 22, 2005. (Exhibit
10.1
to the Company’s Form 8-K filed with the SEC on February 28, 2005 is
incorporated herein by reference.)
|
|
13.01
|
2006
Annual Report to Shareholders.
|
|
14.01
|
Financial
Code of Ethical Conduct.
|
|
16.01
|
Letter
re Change in Certifying Accountant from Deloitte & Touche LLP.
(Exhibit 16 to the Company’s Form 8-K filed with the SEC on September 9,
2005 is incorporated herein by
reference.)
|
|
21.01
|
Subsidiaries
of the Company.
|
|
23.01
|
Consent
of Squar, Milner, Peterson, Miranda & Williamson
LLP.
|
|
23.02
|
Consent
of Deloitte & Touche LLP.
|
|
31.01
|
Certification
of Chief Executive Officer (Principal Executive Officer and Principal
Financial Officer) pursuant to Securities and Exchange Act Rules
13a-14(a)
and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act
of 2002.
|
|
32.01
|
Certification
of Chief Executive Officer (Principal Executive Officer and Principal
Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley
Act of
2002.
|
13