Florida
|
59-2597349
|
(State
of Incorporation)
|
(I.R.S.
Employer Identification No.)
|
Title
of each class
|
Number
of shares outstanding
|
|
Common
Stock, $.01 par value
|
3,910,264
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
July
1,
2009
|
July
2,
2008
|
July
1,
2009
|
July
2,
2008
|
|||||||||||||
Revenues:
|
||||||||||||||||
Rental
Revenue
|
$ | 234,700 | $ | 349,400 | $ | 495,600 | $ | 648,400 | ||||||||
Total
Revenues
|
234,700 | 349,400 | 495,600 | 648,400 | ||||||||||||
Cost
and Expenses:
|
||||||||||||||||
Depreciation
and amortization
|
129,500 | 153,700 | 277,600 | 356,800 | ||||||||||||
General
and administrative expenses
|
261,600 | 460,000 | 630,300 | 959,900 | ||||||||||||
Loss
on disposal of assets
|
-- | -- | 146,400 | -- | ||||||||||||
Total
costs and expenses
|
391,100 | 613,700 | 1,054,300 | 1,316,700 | ||||||||||||
Loss
from operations
|
(156,400 | ) | (264,300 | ) | (558,700 | ) | (668,300 | ) | ||||||||
Investment
gain
|
-- | -- | -- | 95,700 | ||||||||||||
Interest
and other income
|
3,300 | 85,600 | 7,500 | 148,400 | ||||||||||||
Interest
expense
|
(199,500 | ) | (256,100 | ) | (458,600 | ) | (472,700 | ) | ||||||||
Gain
on extinguishment of obligation under capital lease
|
-- | -- | 949,300 | -- | ||||||||||||
Loss
from continuing operations
|
(352,600 | ) | (434,800 | ) | (60,500 | ) | (896,900 | ) | ||||||||
Discontinued
operations:
|
||||||||||||||||
Gain/(loss)
from discontinued operations, net of income tax
|
200,000 | -- | 200,000 | (596,200 | ) | |||||||||||
Net
income (loss)
|
(152,600 | ) | (434,800 | ) | 139,500 | (1,493,100 | ) | |||||||||
Undeclared
cumulative preferred stock dividend
|
(19,100 | ) | (19,100 | ) | (38,200 | ) | (19,100 | ) | ||||||||
Net
income (loss) attributable to common shareholders
|
(171,700 | ) | (453,900 | ) | 101,300 | (1,512,200 | ) | |||||||||
Basic
income (loss) per share:
|
||||||||||||||||
Continuing
operations
|
$ | (0.09 | ) | $ | (0.11 | ) | $ | (0.02 | ) | $ | (0.22 | ) | ||||
Discontinued
operations
|
0.05 | -- | 0.05 | (0.15 | ) | |||||||||||
Net
income (loss)
|
$ | (0.04 | ) | $ | (0.11 | ) | $ | 0.03 | $ | (0.37 | ) | |||||
Basic
weighted average common shares outstanding
|
3,910,264 | 3,910,264 | 3,910,264 | 3,910,264 | ||||||||||||
Diluted
income (loss) per share continuing operations
|
$ | (0.09 | ) | $ | (0.11 | ) | $ | (0.01 | ) | $ | (0.22 | ) | ||||
Discontinued
operations
|
0.05 | -- | 0.04 | (0.15 | ) | |||||||||||
Net
income (loss)
|
$ | (0.04 | ) | $ | (0.11 | ) | $ | 0.03 | $ | (0.37 | ) | |||||
Diluted
weighted average common shares outstanding
|
3,910,264 | 3,910,264 | 4,910,264 | 3,910,264 |
July
1, 2009
(Unaudited)
|
December 31,
2008
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 5,600 | $ | 2,300 | ||||
Receivables,
net
|
18,200 | 1,100 | ||||||
Prepaid
and other current assets
|
269,000 | 98,400 | ||||||
Total
current assets
|
292,800 | 101,800 | ||||||
Certificate
of deposit, pledged
|
769,500 | 789,200 | ||||||
Property
and equipment:
|
||||||||
Land
|
5,682,800 | 5,682,800 | ||||||
Building
and improvements
|
5,946,900 | 5,838,700 | ||||||
Equipment
|
1,483,800 | 2,398,900 | ||||||
13,113,500 | 13,920,400 | |||||||
Accumulated
depreciation
|
(2,744,800 | ) | (3,176,500 | ) | ||||
Net
property and equipment
|
10,368,700 | 10,743,900 | ||||||
Other
assets, principally deferred charges, net of accumulated
amortization
|
578,800 | 630,800 | ||||||
$ | 12,009,800 | $ | 12,265,700 | |||||
LIABILITIES
AND SHAREHOLDERS' DEFICIT
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable
|
$ | 448,900 | $ | 318,000 | ||||
Accrued
expenses
|
219,600 | 140,800 | ||||||
Due
to related party
|
2,401,600 | 1,430,500 | ||||||
Current
portion of workers compensation liability
|
159,600 | 159,600 | ||||||
Current
portion of long-term debt and obligation under capital
lease
|
245,800 | 250,100 | ||||||
Total
current liabilities
|
3,475,500 | 2,299,000 | ||||||
Deferred
rent
|
-- | 24,200 | ||||||
Deposit
liability
|
115,000 | 115,000 | ||||||
Workers
compensation liability
|
3,317,000 | 3,442,500 | ||||||
Long-term
debt
|
7,350,500 | 7,465,600 | ||||||
Obligation
under capital lease
|
1,562,100 | 2,869,200 | ||||||
Total
liabilities
|
15,820,100 | 16,215,500 | ||||||
Shareholders'
deficit:
|
||||||||
Preferred
stock of $0.01 par; authorized 10,000,000 shares;
|
||||||||
Issued
and outstanding 36,000 shares at July 1, 2009 and December
31, 2008 (liquidation value $900,000)
|
400 | 400 | ||||||
Common
stock of $0.01 par; authorized 8,000,000 shares;
|
||||||||
Issued
and outstanding 3,910,264 shares at July 1, 2009 and
December 31, 2008
|
39,000 | 39,000 | ||||||
Additional
paid-in capital
|
10,932,300 | 10,932,300 | ||||||
Accumulated
deficit
|
(14,782,000 | ) | (14,921,500 | ) | ||||
Total
shareholders' deficit
|
(3,810,300 | ) | (3,949,800 | ) | ||||
$ | 12,009,800 | $ | 12,265,700 |
(Unaudited)
|
||||||||
Six
Months Ended
|
||||||||
July
1, 2009
|
July
2, 2008
|
|||||||
Operating
activities:
|
||||||||
Net
income (loss)
|
$ | 139,500 | $ | (1,493,100 | ) | |||
Adjustments
to reconcile net income (loss) to net cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
277,500 | 356,800 | ||||||
Net
gain on investments
|
-- | (95,900 | ) | |||||
Gain
on extinguishment of obligation under capital lease
|
(949,300 | ) | -- | |||||
Gain on legal settlement | (200,000 | ) | -- | |||||
Loss
on disposal of equipment
|
146,400 | -- | ||||||
Amortization
of deferred rent
|
-- | (47,900 | ) | |||||
Decrease
(increase) in:
|
||||||||
Receivables
|
(17,100 | ) | (106,100 | ) | ||||
Prepaid
and other current assets
|
(29,400 | ) | (9,500 | ) | ||||
Investments
|
19,700 | (154,100 | ) | |||||
Other
assets
|
3,300 | (143,100 | ) | |||||
Increase
(decrease) in:
|
||||||||
Accounts
payable
|
263,800 | (74,900 | ) | |||||
Securities
sold, not yet purchased
|
-- | (255,700 | ) | |||||
Accrued
liabilities
|
78,800 | (2,197,300 | ) | |||||
Deposit
liability
|
-- | 22,500 | ||||||
Due
to related party
|
126,100 | -- | ||||||
Loss
on contract
|
-- | 123,500 | ||||||
Deferred
rent
|
(24,200 | ) | -- | |||||
Workers
compensation liability
|
(125,500 | ) | (131,800 | ) | ||||
Net
cash used in operating activities
|
(231,600 | ) | (4,206,600 | ) | ||||
Investing
activities:
|
||||||||
Restricted
cash
|
-- | 1,186,500 | ||||||
Net
cash provided by investing activities
|
-- | 1,186,500 | ||||||
Financing
activities:
|
||||||||
Proceeds
from issuance of long-term debt
|
-- | 1,179,700 | ||||||
Payments
on long-term debt
|
(109,200 | ) | (63,300 | ) | ||||
Payment
on capital lease
|
(900 | ) | (200 | ) | ||||
Preferred
stock dividend
|
-- | (19,100 | ) | |||||
Payment
on capital lease obligation settlement
|
(500,000 | ) | -- | |||||
Proceeds
from issuance of related party debt
|
845,000 | 2,474,600 | ||||||
Payment
on related party debt
|
-- | (1,575,000 | ) | |||||
Net
cash provided by financing activities
|
234,900 | 1,996,700 | ||||||
Net
change in cash and cash equivalents
|
3,300 | (1,023,400 | ) | |||||
Cash
and cash equivalents – beginning of year
|
2,300 | 1,030,600 | ||||||
Cash
and cash equivalents - end of period
|
$ | 5,600 | $ | 7,200 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Cash
paid for interest
|
$ | 363,000 | $ | 274,500 |
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
Quarters
Ended
|
Six
Months Ended
|
|||||||||||||||
July
1,
2009
|
July
2,
2008
|
July
1,
2009
|
July
2,
2008
|
|||||||||||||
EPS
from continuing operations – basic:
|
||||||||||||||||
Loss
from continuing operations
|
$ | (352,600 | ) | $ | (434,800 | ) | $ | (60,500 | ) | $ | (896,900 | ) | ||||
Less
preferred stock dividends
|
(19,100 | ) | (19,100 | ) | (38,200 | ) | (19,100 | ) | ||||||||
Loss
from continuing operations
|
||||||||||||||||
for
basic and diluted
|
||||||||||||||||
EPS
Computation
|
$ | (371,700 | ) | $ | (453,900 | ) | $ | (98,700 | ) | $ | (916,000 | ) | ||||
Weighted
average shares outstanding for basic and diluted EPS
computation
|
3,910,264 | 3,910,264 | 3,910,264 | 3,910,264 | ||||||||||||
Income
per common share from continuing operations – basic
|
$ | (0.09 | ) | $ | (0.11 | ) | $ | 0.03 | $ | (0.22 | ) | |||||
EPS
from continuing operations – diluted:
|
||||||||||||||||
Loss
from continuing operations
|
$ | (352.600 | ) | $ | (434,800 | ) | $ | (60,500 | ) | $ | (896,900 | ) | ||||
Less
preferred stock dividends
|
(19,100 | ) | (19,100 | ) | (38,200 | ) | (19,100 | ) | ||||||||
Loss
from continuing operations
|
||||||||||||||||
for
basic and diluted
|
||||||||||||||||
EPS
Computation
|
$ | (371,700 | ) | $ | (453,900 | ) | $ | (98,700 | ) | $ | (916,000 | ) | ||||
Weighted
average shares outstanding for basic and diluted EPS
computation
|
3,910,264 | 3,910,264 | ,4,910,264 | 3,910,264 | ||||||||||||
Loss
per common share from continuing operations - diluted
|
$ | (0.09 | ) | $ | (0.11 | ) | $ | (0.01 | ) | $ | (0.22 | ) |
·
|
Improve
the effectiveness of the accounting group by continuing to augment
existing Company resources with new personnel or consultants that have the
technical accounting capabilities to assist in the analysis, recording and
reporting 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.
|
No.
|
Exhibit
|
|
3.1
|
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.)
|
|
3.2
|
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.)
|
|
3.3
|
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.)
|
|
3.4
|
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.)
|
|
3.5
|
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.)
|
|
3.6
|
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.)
|
|
3.7
|
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.)
|
|
3.8
|
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.)
|
|
3.9
|
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.)
|
|
31.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Securities 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 Principal Executive Officer and Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley
Act.
|
No.
|
Exhibit
|
|
3.1
|
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.)
|
|
3.2
|
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.)
|
|
3.3
|
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.)
|
|
3.4
|
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.)
|
|
3.5
|
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.)
|
|
3.6
|
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.)
|
|
3.7
|
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.)
|
|
3.8
|
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.)
|
|
3.9
|
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.)
|
|
31.1
|
Certification
of 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 Principal Executive Officer and Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley
Act.
|