false
0000784539
0000784539
2026-07-01
2026-07-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR
15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): July 1, 2026
EACO CORPORATION
(Exact name of registrant as specified in its charter)
| Florida |
|
000-14311 |
|
59-2597349 |
|
(State or other jurisdiction of
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 Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under 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 July 1, 2026, EACO Corporation, a Florida
corporation, issued a press release announcing our third quarter of fiscal year 2026 financial results and other information. A copy of
the press release is furnished as Exhibit 99.1 and is incorporated herein by reference. This copy of press release also corrected
an inadvertent error in the amount presented in the line item “accrued expenses and other current liabilities” in the condensed
balance sheet in the original press release, revising it from $23,886 to $29,886 (in thousands). This correction does not affect total
current liabilities, total liabilities, total assets, shareholders' equity, statement of income, cash flows, or any other previously reported
financial metrics.
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. |
| | Exhibit
No. | Description |
| | | |
| 99.1 | Press release dated July 1, 2026
reporting the financial results of EACO Corporation for the third quarter May 31, 2026. |
| | 104 | Cover Page Interactive Date 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 1, 2026 |
EACO CORPORATION |
| |
|
|
| |
By: |
/S/ GLEN CEILEY |
| |
|
Glen Ceiley, Chief Executive Officer |
Exhibit 99.1
Michael Narikawa
EACO Corporation
| (714) 876-2490 |
July 1, 2026 |
EACO CORPORATION REPORTS ALL TIME RECORD QUARTER
NET SALES AND QUARTER NET INCOME
ANAHEIM, CALIFORNIA – EACO Corporation (OTCID:EACO) today reported
the results for its quarter ended May 31, 2026.
Net sales, net income and earnings per share were as follows for the
three months ended May 31, 2026 and 2025 (dollars in thousands, except per share information):
| | |
Three Months Ended May 31, | | |
% | |
| | |
2026 | | |
2025 | | |
Change | |
| | |
(unaudited) | | |
(unaudited) | | |
| |
| Net sales | |
$ | 142,350 | | |
$ | 111,410 | | |
| 27.8 | % |
| | |
| | | |
| | | |
| | |
| Net income | |
$ | 13,565 | | |
$ | 9,515 | | |
| 42.6 | % |
| | |
| | | |
| | | |
| | |
| Basic earnings per common share | |
$ | 2.79 | | |
$ | 1.95 | | |
| 43.1 | % |
The Company had 491 sales employees at May 31,
2026, an increase of 48 employees or 11%, from the prior year quarter. The Company’s sales force is divided into sales focus teams
(SFT’s). The Company had 122 SFT’s as of May 31, 2026, eight more than the prior year quarter. Management anticipates
continued growth in both our headcount and SFT’s in fiscal year 2026. The Company believes it continues to gain market share globally
through its local presence business model.
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995:
This press release contains certain forward-looking
statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955, as
amended. These forward-looking statements include, without limitation, statements related to our headcount expansion, growth in market
share, and other statement that is not historical information. 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, the impact of products offered by our competitors from time to time,
and as well as uncertainty pertaining to international tariffs and international conflicts. 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)
| | |
May 31, | | |
August 31, | |
| | |
2026 | | |
2025* | |
| ASSETS | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 758 | | |
$ | 728 | |
| Restricted cash | |
| 10 | | |
| 10 | |
| Trade accounts receivable, net | |
| 72,173 | | |
| 65,863 | |
| Inventory, net | |
| 94,846 | | |
| 83,980 | |
| Marketable securities, trading | |
| 33,235 | | |
| 30,375 | |
| Prepaid expenses and other current assets | |
| 19,185 | | |
| 5,009 | |
| Total current assets | |
| 220,207 | | |
| 185,965 | |
| Non-current Assets: | |
| | | |
| | |
| Property, equipment and leasehold improvements, net | |
| 35,943 | | |
| 34,670 | |
| Operating lease right-of-use assets | |
| 9,029 | | |
| 6,814 | |
| Other assets, net | |
| 2,910 | | |
| 2,704 | |
| Total assets | |
$ | 268,089 | | |
$ | 230,153 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Trade accounts payable | |
$ | 36,093 | | |
$ | 33,179 | |
| Accrued expenses and other current liabilities | |
| 29,886 | | |
| 29,762 | |
| Current portion of long-term debt | |
| 4,113 | | |
| 135 | |
| Current portion of operating lease liabilities | |
| 3,502 | | |
| 2,843 | |
| Total current liabilities | |
| 73,594 | | |
| 65,919 | |
| Non-current Liabilities: | |
| | | |
| | |
| Long-term debt | |
| - | | |
| 4,079 | |
| Operating lease liabilities | |
| 6,017 | | |
| 4,305 | |
| Total liabilities | |
| 79,611 | | |
| 74,303 | |
| Commitments and Contingencies Note 8 | |
| | | |
| | |
| 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 | |
| 77 | | |
| 74 | |
| Retained earnings | |
| 175,973 | | |
| 143,348 | |
| Total shareholders’ equity | |
| 188,478 | | |
| 155,850 | |
| Total liabilities and shareholders’ equity | |
$ | 268,089 | | |
$ | 230,153 | |
* Derived from the Company’s audited financial
statements included in its Form 10-K for the year ended August 31, 2025 filed with the U.S. Securities and Exchange Commission
on November 20, 2025.
EACO Corporation and Subsidiaries
Condensed Consolidated Statements of Income
(in thousands, except for share and per share
information)
(unaudited)
| | |
Three Months Ended May 31, | | |
Nine Months Ended May 31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Net sales | |
$ | 142,350 | | |
$ | 111,410 | | |
$ | 371,139 | | |
$ | 305,462 | |
| Cost of sales | |
| 97,904 | | |
| 77,337 | | |
| 256,111 | | |
| 214,100 | |
| Gross margin | |
| 44,446 | | |
| 34,073 | | |
| 115,028 | | |
| 91,362 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative expenses | |
| 26,445 | | |
| 21,627 | | |
| 71,730 | | |
| 60,979 | |
| Income from operations | |
| 18,001 | | |
| 12,446 | | |
| 43,298 | | |
| 30,383 | |
| Other income (expense): | |
| | | |
| | | |
| | | |
| | |
| Net gain (loss) on trading securities | |
| 251 | | |
| 277 | | |
| 710 | | |
| 761 | |
| Interest and other (expense) | |
| (47 | ) | |
| (46 | ) | |
| (130 | ) | |
| (143 | ) |
| Other income (expense), net | |
| 204 | | |
| 231 | | |
| 580 | | |
| 618 | |
| Income before income taxes | |
| 18,205 | | |
| 12,677 | | |
| 43,878 | | |
| 31,001 | |
| Provision for income taxes | |
| 4,640 | | |
| 3,162 | | |
| 11,196 | | |
| 7,835 | |
| Net income | |
| 13,565 | | |
| 9,515 | | |
| 32,682 | | |
| 23,166 | |
| Cumulative preferred stock dividend | |
| (19 | ) | |
| (19 | ) | |
| (57 | ) | |
| (57 | ) |
| Net income attributable to common shareholders | |
$ | 13,546 | | |
$ | 9,496 | | |
$ | 32,625 | | |
$ | 23,109 | |
| Basic earnings per share: | |
$ | 2.79 | | |
$ | 1.95 | | |
$ | 6.71 | | |
$ | 4.75 | |
| Diluted earnings per share: | |
$ | 2.77 | | |
$ | 1.94 | | |
$ | 6.67 | | |
$ | 4.73 | |
| 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 May 31, | |
| |
2026 | | |
2025 | |
| Operating activities: | |
| | | |
| | |
| Net income | |
$ | 32,682 | | |
$ | 23,166 | |
| Adjustments to reconcile net
income to net cash provided by operating activities: | |
| | | |
| | |
| Depreciation
and amortization | |
| 1,315 | | |
| 1,268 | |
| Bad debt
expense | |
| 472 | | |
| 203 | |
| Deferred
tax provision | |
| (60 | ) | |
| (18 | ) |
| Net unrealized
loss (gain) on trading securities | |
| 27 | | |
| (205 | ) |
| Increase (decrease) in cash
flow from change in: | |
| | | |
| | |
| Trade accounts
receivable | |
| (6,782 | ) | |
| (4,781 | ) |
| Inventory | |
| (10,866 | ) | |
| (13,178 | ) |
| Prepaid expenses
and other assets | |
| (14,322 | ) | |
| 27 | |
| Operating
lease right-of-use assets | |
| (2,215 | ) | |
| 774 | |
| Trade accounts
payable | |
| 1,786 | | |
| 6,268 | |
| Accrued expenses
and other current liabilities | |
| 124 | | |
| (3,416 | ) |
| Operating
lease liabilities | |
| 2,371 | | |
| (704 | ) |
| Net cash
provided by operating activities | |
| 4,532 | | |
| 9,404 | |
| Investing activities: | |
| | | |
| | |
| Purchase
of property, equipment, and leasehold improvements | |
| (2,588 | ) | |
| (575 | ) |
| (Purchases)
of marketable securities, trading | |
| (24,614 | ) | |
| (16,184 | ) |
| Sales
of marketable securities, trading | |
| 21,727 | | |
| 9,074 | |
| Net cash
used in investing activities | |
| (5,475 | ) | |
| (7,685 | ) |
| Financing activities: | |
| | | |
| | |
| Borrowings
on revolving credit facility | |
| – | | |
| 491 | |
| Repayments
on long-term debt | |
| (101 | ) | |
| (96 | ) |
| Preferred
stock dividend | |
| (57 | ) | |
| (57 | ) |
| Bank
overdraft | |
| 1,128 | | |
| 4,377 | |
| Net cash
provided by financing activities | |
| 970 | | |
| 4,715 | |
| Effect of
foreign currency exchange rate changes on cash and cash equivalents | |
| 3 | | |
| (7 | ) |
| Net increase in cash, cash equivalents,
and restricted cash | |
| 30 | | |
| 6,427 | |
| Cash, cash
equivalents, and restricted cash - beginning of period | |
| 738 | | |
| 853 | |
| Cash,
cash equivalents, and restricted cash - end of period | |
$ | 768 | | |
$ | 7,280 | |
| Supplemental disclosures of
cash flow information: | |
| | | |
| | |
| Cash paid
for interest | |
$ | 130 | | |
$ | 143 | |
| Cash paid
for income taxes | |
$ | 23,493 | | |
$ | 9,213 | |
