EACO CORP - Annual Report: 2008 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-K
x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended January 2,
2008
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
|
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. o
Indicate
by check mark whether registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). o
The
aggregate market value of the Company’s Common Stock (based upon the closing
sale price of the registrant's Common Stock on June 27, 2007,) held by
non-affiliates of the Company was approximately $902,300.
As of
March 31, 2008, 3,910,264 shares of Common Stock of the Company were
outstanding.
Documents
Incorporated by Reference
Portions
of the Company’s 2007 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 Company’s 2008 Annual Meeting of
Shareholders are incorporated by reference into Part III of this Annual Report
on Form 10-K.
- 1
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PART
I
Item
1. Business
Overview
EACO
Corporation (the “Company”) was incorporated under the laws of the State of
Florida in September 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 to [ ]
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”), including sixteen restaurant businesses, premises,
equipment and other assets used in restaurant operations. The Asset
Sale was made pursuant to an asset purchase agreement dated February 22,
2005. The total purchase price for the Asset Sale was approximately
$29,950,000, consisting of $25,950,000 in cash at closing and a promissory note
for $4,000,000. The note accrued interest at 8.0% payable monthly and
was secured by restaurant equipment valued at less than $1
million. Banner also assumed obligations under capital leases of
approximately $4.5 million. The 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
January 2, 2008, the Company owns two restaurant properties, one located in
Orange Park, Florida (the “Orange Park” property) and one in Brooksville,
Florida (the “Brooksville” property). Both of these properties
were vacant at fiscal year end. A tenant was found for Brooksville
with the lease period commencing on January 9, 2008. The Company is
obligated for leases of two restaurant locations, one located in Tampa, Florida
(the “Fowler” property) and another located in Deland, Florida (the “Deland”
property). Deland is subleased to a restaurant operator while Fowler
was vacant at fiscal year-end. In addition, the Company
owns an income producing real estate property held for investment in Sylmar,
California with two industrial tenants.
See
“Liquidity and Capital Resources” in the Company’s annual report to shareholders
for additional information.
The
Company’s revenue consists of a single segment: rental
properties. During 2007, the Company had four tenants that accounted
for approximately 91% of the Company’s rental revenue. The tenants,
and their related percentage contribution to revenue, are summarized
below:
|
Tenant
|
Percentage of Revenue
|
|
|
NES
Rentals
|
46%
|
|
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Boeing
Corporation
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26%
|
|
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Sakura
Buffet
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10%
|
|
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Barnhills
Buffets
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9%
|
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.
Employees
As of
January 2, 2008, the Company has no employees. The daily operations
of the Company are maintained by an outside company, Bisco Industries (“Bisco”),
a wholly-owned company of the Company’s Chief Executive Officer, Glen F.
Ceiley. Oversight of the Company is maintained by Bisco’s steering
committee comprised of Mr. Ceiley along with executives from Bisco.
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.
- 2
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Working
Capital Requirements
The
accompanying consolidated financial statements of the Company have been prepared
assuming that the Company will continue in its present form. The Company
incurred significant losses and had negative cash flow from operations for the
year ended January 2, 2008, and had a working capital deficit of approximately
$1,571,800 at that date. The cash balance at January 2, 2008 is
$1,030,600. The cash outflows thru March 2009 are estimated to total
approximately $1,640,800, which will generate a negative cash balance of
$610,200 in the next twelve months. The projections assume that EACO will
not make any additional payments on the loan to Bisco thru March
2009.
Management
has taken actions to address these matters, including those described below;
however, there can be no assurance that improvement in operating results will
occur or that the Company will successfully implement its plans. In the
event cash flow from operations is not sufficient, it is possible that the
Company may require additional sources of financing in order to maintain its
current operations. These additional sources of financing may include
public or private offerings of equity or debt securities. Whereas management
believes it will have access to these financing sources, no assurance can be
given that such additional sources of financing will be available on acceptable
terms, on a timely basis or at all.
In
January 2008, the Company received a bridge loan from Bisco in the amount of
approxiamtely $1,825,000 of which $400,000 was repaid in the same
month. Bisco's sole shareholder and President is Glen F. Ceiley, the
Company's Chief Executive officer and Chairman of the Board. The note
agreement does not provide for regularly scheduled payments; however, any
remaining outstanding
principal balance plus accrued interest is due six months from the date of the
note. The loan can be extended by the Company beyond six months through March
2009.
The
Company has the ability to finance the Brooksville Property, which was purchased
in December 2007 with cash proceeds from the refinancing of the Sylmar
Property. The Company has the ability to finance approximately 60% of
the fair market value of the Brooksville Property which would provide
additional capital of approximately $1,200,000 if needed to sustain the
Company’s operations through March 2009.
Long-Term
Debt
The
Company has a loan agreement with GE Capital for one restaurant property still
owned by the Company. As of January 2, 2008, the outstanding balance
due under the Company’s loan with GE Capital was $808,200. The
Company also refinanced its Sylmar, California property with Community
Bank. As of January 2, 2008, the outstanding balance due on this loan
was $5,838,400. The weighted average interest rate for the Company’s
loans is 6.37%.
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 Room. The Company’s SEC filings are also available to the
public at the SEC’s website at http://www.sec.gov.
Item 1A. Risk
Factors
The
Company is a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and is not required to provide the information required under
this item.
Item
1B. Unresolved Staff Comments
None.
Item
2. Properties
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Locations
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Description
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(1)
Deland, FL
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Leased
restaurant. Leased to a restaurant operator.
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(1)
Tampa, FL
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Leased
restaurant. Vacant as of January 2, 2008.
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|
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(2)
Orange Park, FL
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Restaurant
building. Vacant as of January 2, 2008.
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|
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(3)
Sylmar, CA
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Two
properties leased to industrial tenants.
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|
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(1)
Brooksville, FL
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Leased
restaurant. Leased to a restaurant operator with lease term
commencing January 9, 2008.
|
(1)
Leased property.
(2)
Property subject to mortgage securing GE Capital Note.
(3)
Property subject to mortgage securing Community 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.
As
previously reported, in August 2005, the Company was sued in Miami-Dade County
Circuit Court by a broker who claimed that a commission of $749,000 was payable
to him as a result of the Asset Sale. The Company plans to vigorously
defend against this claim. 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 2007 financial
statements.
As
previously reported, the Company was involved in litigation with Florida Growth
Realty, Inc. (“FGR”) involving a claim by FGR for a commission resulting from
the Asset Sale. On December 20, 2007, the Duval County Circuit Court
entered a final judgment in connection with the litigation in the amount of
$2,317,667 with interest accruing at 11% per annum pursuant to Florida
law. On January 22, 2008, the Company, Glen Ceiley, individually and
as Chairman and CEO of the Company, FGR and Robert Lurie, individually and as
President of FGR, entered into a written settlement agreement whereby the
Company, without admitting liability, agreed to pay FGR the amount of $2,317,667
in satisfaction of the final judgment and FGR agreed to immediately execute and
file with the court the Satisfaction of Judgment. Also under the settlement
agreement, all parties mutually released each other with respect to claims
arising out of or relating to the lawsuit except with respect to taxable costs
of FGR arising out of the lawsuit.
- 3
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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
2007 Annual Report to Shareholders is incorporated herein by
reference.
As of
January 2, 2008, the Company had no securities outstanding or authorized for
issuance under any equity compensation plans. The Company had did not
grant nor issue unregistered shares in the fourth quarter of
2007. The Company did not repurchase any of its own stock in the
fourth quarter of 2007.
Item
6. Selected
Financial Data
The
Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange
Act and is not required to provide the information required under this
item.
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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 2007 Annual
Report to Shareholders is incorporated herein by reference.
|
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
|
The
Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange
Act and is not required to provide the information required under this
item.
Item 8. Financial
Statements And Supplementary Data
Financial
Statements
The
Consolidated Financial Statements of the Company and Independent Registered
Public Accounting Firm's Report as contained in the Company's 2007 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 2007 Annual Report to Shareholders is incorporated herein by
reference.
Item 9. Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure
None.
Item
9A(T). Controls and Procedures
(a) Evaluation of disclosure controls and
procedures. As required by Rule 13a-15(e) under 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 Chief
Executive Officer, who also serves as the Company’s principal financial
officer. Based upon that evaluation, the Company’s Chief Executive
Officer has concluded that the Company’s disclosure controls and procedures are
not effective in alerting them to material information regarding the Company’s
financial statements and disclosure obligations in order to allow the Company to
meet its reporting requirements under the Exchange Act in a timely
manner.
(b) Management’s
annual report on internal control over financial
reporting. Our management is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s
internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles.
A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the registrant’s annual or interim financial
statements will not be prevented or detected on a timely basis.
The
Company’s management, with the participation of its Chief Executive Officer,
assessed the effectiveness of the Company’s internal control over financial
reporting as of January 2, 2008. In making this assessment, the Company used the
criteria set forth by the Committee of Sponsoring Organizations of The Treadway
Commission (COSO) in Internal Control-Integrated Framework. Based on
that assessment under such criteria, management concluded that the Company’s
internal control over financial reporting was not effective as of January 2,
2008 due to a control deficiency that constituted a material
weakness.
- 4
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Management
in assessing its disclosure controls and procedures for 2007 identified a lack
of sufficient control in the area of financial reporting. This control weakness
allowed for material errors to our financial reports to go
undetected. Please refer to the discussion below for more details
regarding this material weakness and management’s remediation
plans.
Management
has identified a lack of sufficient oversight and review as well as a lack of
the appropriate number of resources to ensure the complete and proper
application of generally accepted accounting principles as it relates to certain
routine accounting transactions. Specifically, this material weakness resulted
in a number of errors in the preparation of the annual consolidated financial
statements and related disclosures, relating to routine transactions involving
the accounting for lease revenue under SFAS No. 13 and computing depreciation
expense.
These
material weaknesses, if not remediated, have the potential to cause material
misstatements in the future, with regard to routine and complex accounting
transactions.
The
Company is in the process of developing and implementing remediation plans to
address its material weaknesses. Management has identified specific remedial
actions to address the material weaknesses described above:
|
·
|
Improve
the effectiveness of the accounting group by continuing to augment
existing Company resources with consultants that have the technical
accounting capabilities to assist in the analysis and recordation of
routine and complex accounting
transactions.
|
|
·
|
Improve
period-end closing procedures by establishing a monthly hard close process
by implementing a process that ensures the timely review and approval of
routine and complex accounting
estimates.
|
Due to
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
(c) Attestation report of the registered
public accounting firm. This Annual Report on Form 10-K does not include
an attestation report of the Company’s registered public accounting firm, Squar,
Milner, Peterson, Miranda & Williamson, LLP, regarding internal control over
financial reporting. Management’s report was not subject to
attestation by the Company’s registered public accounting firm pursuant to
temporary rules of the SEC that permit the Company to provide only management’s
report in this Annual Report on Form 10-K.
(d) Changes in internal
control. There have been no changes in internal controls or in
other factors in the last fiscal quarter that have materially affected or are
reasonably likely to affect the Company’s internal control over financial
reporting.
Item 9B. Other
Information
None.
PART
III
Item
10. Directors, Executive Officers and Corporate
Governance
The
information required by this Item is incorporated by reference to the sections
entitled “Election of Directors,” “Executive Officers and Directors,” “Section
16(a) Beneficial Ownership Reporting Compliance,” “Financial Code of Ethical
Conduct,” and “Corporate Governance—Standing Committees” in the Company’s 2008
Definitive Information Statement, which will be filed with the SEC no later than
120 days after the end of the fiscal year covered by this report.
Item
11. Executive Compensation
The
information required by this Item is incorporated by reference to the sections
entitled “Executive Officer and Director Compensation,” “Compensation Committee
Report,” and “Corporate Governance—Standing Committees” in the Company’s 2008
Definitive Information Statement which will be filed with the SEC no later than
120 days after the end of the fiscal year covered by this report.
|
Item
12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder
Matters
|
The
information required by this Item is incorporated by reference to the section
entitled “Security Ownership of Certain Beneficial Owners and Management” in the
2008 Definitive Information Statement which will be filed with the Securities
and Exchange Commission no later than 120 days after the end of the fiscal year
covered by this report.
As of
January 2, 2008, the Company had no securities outstanding or authorized for
issuance under any equity compensation plans.
Item 13. Certain
Relationships and Related Transactions and Director
Independence
The
information required by this Item is incorporated by reference to the sections
entitled “Certain Relationships and Related Transactions” and “Corporate
Governance—Board of Directors” in the Company’s 2008 Definitive Information
Statement which will be filed with the SEC no later than 120 days after the end
of the fiscal year covered by this report.
- 5
-
Item
14. Principal Accounting 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 2008
Definitive Information Statement which will be filed with the SEC no later than
120 days after the end of the fiscal year covered by this report.
PART
IV
|
Item
15. Exhibits, Financial Statement
Schedules
|
(a) The
financial statements listed below are incorporated by reference from the
Company’s 2007 Annual Report to Shareholders.
Consolidated
Statements of Operations for the years ended January 2, 2008, December 27, 2006,
and December 28, 2005.
Consolidated
Balance Sheets as of January 2, 2008 and December 27, 2006.
Consolidated
Statements of Shareholders’ Equity for the years ended January 2, 2008, December
27, 2006, and December 28, 2005.
Consolidated
Statements of Cash Flows for the years ended January 2, 2008, December 27, 2006,
and December 28, 2005.
Notes to
the Consolidated Financial Statements.
Report 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.
| Number | 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 3.03 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.)
|
|
|
3.04
|
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 Amended and Restated 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
|
Articles
of Amendment Designating the Preferences of Series A Cumulative
Convertible Preferred Stock $0.10 Par Value of EACO
Corporation (Exhibit 3.i to the Company's Form 8-K filed with
the SEC September 8, 2004, is incorporated herein by
reference.)
|
|
|
10.1
|
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.)
|
|
|
10.2
|
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.)
|
|
|
10.3
|
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.)
|
|
|
10.4
|
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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10.5
|
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.)
|
|
|
10.6
|
Amendment
No. 2 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.)
|
|
|
10.7
|
$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.)
|
|
|
10.8
|
$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.)
|
|
|
10.9
|
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 Assignment of Rents and Leases, Security Agreement and Fixture
Filing 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
|
Form
of Mortgage between the Company and FFCA Mortgage Corporation, dated March
18, 1996. (Exhibit 10.22 to the Company's Annual Report on Form
10-K, filed with the SEC on April 1, 1997, is hereby incorporated by
reference.) [please revise this cross
reference: there is no Exhibit 10.22 to the Form 10-K filed on
4/1/97; also, there is no exhibit referencing this form of mortgage in
that 10-K filing]
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|
|
10.12
|
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.)
|
|
|
10.13
|
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.)
|
|
|
10.14
|
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.)
|
|
|
10.15
|
Form
of Amended and Restated Mortgage, Assignment of Rents and Leases, Security
Agreement and Fixture Filing 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
14, 2002 is incorporated herein by reference.)
|
|
|
10.16
|
Form
of Consolidated, Amended and Restated 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 14, 2002 is incorporated herein by
reference.)
|
|
|
10.17
|
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 14,
2002 is incorporated herein by reference.)
|
|
|
10.18
|
Lease
Agreement between the Company and Barnhill’s Buffet, Inc. dated June 6,
2002 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 14, 2002 is incorporated herein
by reference.)
|
|
|
10.19
|
2003
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.)
|
|
|
10.20
|
Asset
Purchase Agreement between the Company and Banner Buffets, LLC (“Buyer”)
dated February 22, 2005 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.)
|
|
|
13.1
|
2007
Annual Report to Shareholders.
|
|
|
14.1
|
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/A filed with the SEC
on September 9, 2005 is incorporated herein by
reference.)
|
|
|
21.1
|
Subsidiaries
of the Company.
|
|
|
23.1
|
Consent
of Squar, Milner, Peterson, Miranda & Williamson
LLP.
|
|
|
31.1
|
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.
|
|
|
32.1
|
Certification
of Chief Executive Officer (principal executive officer and principal
financial officer) pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
- 6
-
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:
April 1, 2008
|
/s/ Glen Ceiley
|
|
|
By:
Glen Ceiley
|
||
|
Its: Chief
Executive Officer
|
||
|
(principal
executive officer and
principal
financial 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
|
4/1/08
|
||
|
Glen
F. Ceiley
|
||||
|
/s/ Steve Catanzaro
|
Director
|
4/1/08
|
||
|
Steve
Catanzaro
|
||||
|
/s/ Jay Conzen
|
Director
|
4/1/08
|
||
|
Jay
Conzen
|
||||
|
/s/ William Means
|
Director
|
4/1/08
|
||
|
William
Means
|
- 7
-