Cautionary Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements can be identified by the use of terminology such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "possible," "project," "should," "will" and similar words or expressions. These forward-looking statements include, but are not limited to, statements regarding our anticipated revenue, expenses, profits and capital needs. These statements are based on our current expectations, estimates, projections, and the impact of certain accounting pronouncements, and are subject to a number of risks and uncertainties that could cause our actual results to differ materially from those projected or estimated, including, but not limited to the impact of Covid-19, adverse economic conditions, competitive pressures, unexpected costs and losses from operations or investments, increases in costs and overhead, our ability to maintain an effective system of internal controls over financial reporting, potential losses from trading in securities, our ability to retain key personnel and good relationships with suppliers, the willingness of lenders to extend financing commitments and the availability of capital resources, and the other risks set forth in "Risk Factors" in Part II, Item 1A of this report or identified from time to time in our other filings with the SEC and in public announcements. You should not place undue reliance on these forward-looking statements that speak only as of the date hereof. Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statement for any reason, including to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of forward looking statements in this Quarterly Report should not be regarded as a representation by management or any other person that the objectives or plans of the Company will be achieved.

Overview

The condensed consolidated financial statements comprise the accounts of EACO and its wholly-owned subsidiary, Bisco, and Bisco's wholly-owned Canadian subsidiary, Bisco Industries Limited.

EACO is a holding company primarily comprised of its wholly-owned subsidiary, Bisco. Bisco is a distributor of electronic components and fasteners with 51 sales offices and seven distribution centers located throughout the United States and Canada. Bisco supplies parts used in the manufacture of products in a broad range of industries, including the aerospace, circuit board, communication, computer, fabrication, instrumentation, industrial equipment and marine industries.

Critical Accounting Policies

The Company's discussion and analysis of its financial condition and results of operations are based upon its condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

Within the context of these critical accounting policies, the Company is not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported. There have been no changes to the Company's critical accounting policies for the three months ended November 30, 2022.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updated ("ASU") 2014-09, Revenue from Contracts with Customers, issued as a new Topic, ASC Topic 606 ("ASU 2014-09"). The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The premise of the standard is that a Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

We derive our revenue primarily from product sales. We determine revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, we satisfy a performance obligation.

The Company's performance obligations consist solely of product shipped to customers. Revenue from product sales is recognized upon transfer of control of promised products to customers in an amount that reflects the consideration we expect to receive in



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exchange for these products. Revenue is recognized net of returns and any taxes collected from customers. We offer industry standard contractual terms in our purchase orders.

Impairment of Long Lived Assets

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For the purpose of the impairment review, assets are tested on an individual basis. The recoverability of the assets is measured by a comparison of the carrying value of each asset to the future net undiscounted cash flows expected to be generated by such assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying value of the assets exceeds their estimated fair value.

Deferred Tax Assets

A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefit, or when future deductibility is uncertain. The Company records net deferred tax assets to the extent management believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income (if any), tax planning strategies and recent financial performance.

Inventory

The Company's inventory provisions are based upon management's review of inventories on-hand over their expected future utilization and length of time held by the Company. The Company's methodology for estimating these adjustments to the cost basis is evaluated for factors that could require changes to the cost basis including significant changes in product demand, market conditions, condition of the inventory or net realizable value. If business or economic conditions change, the Company's estimates and assumptions may be adjusted as deemed appropriate.

Results of Operations

Comparison of the Three Months Ended November 30, 2022 and 2021

Net Sales and Gross Profit ($ in thousands)



                                           Three Months Ended
                                              November 30,            $          %
                                            2022         2021       Change     Change
Net sales                                $   76,319    $ 63,822    $ 12,497      19.6 %
Cost of sales                                54,656      45,644       9,012      19.7 %
Gross margin                             $   21,663    $ 18,178    $  3,485      19.2 %
Gross margin as a percent of revenues          28.3 %      28.5 %               (0.2) %


Net sales consist primarily of sales of component parts and fasteners, but also include, to a lesser extent, kitting charges and special order fees, as well as freight charged to customers.

The increase in net sales and gross margins in the three months ended November 30, 2022 ("Q1 2023") as compared to the three months ended November 30, 2021 ("Q1 2022") was largely due to higher demand for products and favorable economic conditions in the current period. Further, the increase in net sales is due to the Company increasing their sales headcount by 25 employees or 7% over the prior year period.



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Selling, General and Administrative Expenses ($ in thousands)



                                        Three Months Ended
                                           November 30,               $            %
                                        2022           2021         Change       Change
Selling, general and
administrative expenses              $    15,685    $    8,895    $    6,790        76.3 %
Percent of net sales                        20.6 %        13.9 %                     6.7 %

Selling, general and administrative expense ("SG&A") consists primarily of payroll and related expenses for the Company's sales and administrative staff, professional fees including accounting, legal and technology costs and expenses, and sales and marketing costs. SG&A in Q1 2023 increased from Q1 2022 largely due to a decrease in payroll taxes in Q1 2022 as a result of federal tax credits related to the Employee Retention Credit (ERC) of $5.4 million that did not recur in Q1 2023. Further, the increase is also due to an increase in the number of sales and administrative employees, from 493 employees in Q1 2022 to 520 employees in Q1 2022. SG&A as a percent of revenue in Q1 2023 increased from Q1 2022 primarily due to the ERC recognized in the prior year period and increased employee headcount in Q1 2023.

Other (Expense), Net ($ in thousands)



                                           Three Months Ended
                                              November 30,            $          %
                                           2022          2021       Change     Change

Other income (expense): Net gain (loss) on trading securities $ 442 $ (56) $ 498 889.3 % Interest and other expense, net

               (48)         (52)           4       7.7 %
Other Income (expense), net              $     394     $  (108)    $    502     464.8 %
Percent of net sales                           0.5 %      (0.2) %                 0.7 %


Other income (expense), net, primarily consists of income or loss on trading in short-term marketable equity securities of publicly-held corporations and interest related to the Company's debt obligations. The Company's investment strategy consists of both long and short positions, as well as utilizing options designed to improve returns. During Q1 2023, the Company recognized a net gain on trading securities of $442,000 as compared to a net loss of $56,000 in Q1 2022. The change in net trading securities gains in Q1 2023 was primarily due to timing of sales and purchases and general market climate for short and long positions during the period.

Interest and other (expense), net, decreased in Q1 2023 compared to Q1 2022, which was primarily due to a lower interest expense related to the Construction Loan.

Income Tax Provision ($ in thousands)



                               Three Months Ended
                                  November 30,            $         %
                                2022         2021      Change     Change
Income tax provision         $    1,661     $ 2,389    $ (728)      30.5 %
Percent of pre-tax income          26.1 %      26.0 %                0.1 %

The provision for income taxes decreased by $728,000 in Q1 2023 over the prior year period. This decrease was due to lower taxable income in the current quarter as compared to the prior year period. The income tax provision as a percent of pre-tax income increased slightly from 26.0% at Q1 2022 to 26.1% at Q1 2023.

Liquidity and Capital Resources

As of November 30, 2022 and August 31, 2022, the Company held approximately $14,021,000 and $17,386,000 of unrestricted cash and cash equivalents, respectively. The Company also held $10,655,000 and $3,925,000 of marketable securities at November 30, 2022 and August 31, 2022, respectively, which could be liquidated, if necessary.

As of November 30, 2022, the Company had an available $15,000,000 line of credit with the Bank. The Company entered into a Change in Terms Agreement dated November 5, 2022 with the Bank (the "Amendment"), which extended the maturity date of the line of credit from November 5, 2022 to July 5, 2024. The line of credit has a variable interest rate set at the bank prime index rate, but provided that in no event would such interest rate be less than 3.5% per annum. Borrowings are secured by substantially all of the assets of the Company and its subsidiaries. The line of credit agreement contains certain nonfinancial and financial covenants,



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including the maintenance of certain financial ratios. As of November 30, 2022 and August 31, 2022, the Company was in compliance with all such covenants. The outstanding balance of the line of credit at November 30, 2022 and August 31, 2022 was zero.

The Company entered into a Construction Loan with the Bank to borrow up to $5,000,000 for the primary purpose of financing tenant improvements at the Hunter Property. The Construction Loan was a line of credit evidenced by a Promissory Note in the principal amount of up to $5,000,000 with a maturity date of May 15, 2027. The terms of the Construction Loan provide that the Company may only request advances through July 15, 2020, and thereafter, the Construction Loan would convert to a term loan with a fixed rate of 4.6% and entitled to a .25% rate discount if a demand deposit account is held with the Bank. On July 15, 2020, the amount drawn on the Construction Loan and converted to a term loan was $4,807,000. Interest on the Construction Loan is payable monthly (4.35% at November 30, 2022 and August 31, 2022). Concurrent with the execution of this Construction Loan, Bisco entered into a commercial security agreement, dated July 12, 2019, with the Bank, pursuant to which Bisco granted the Bank a security interest in substantially all of Bisco's personal property to secure Bisco's obligations under the Construction Loan. The outstanding balance of the Construction Loan at November 30, 2022 and August 31, 2022 was $4,555,000 and $4,584,000, respectively.

EACO has also entered into a business loan agreement (and related $100,000 promissory note) with the Bank in order to obtain a $100,000 letter of credit as security for the Company's workers' compensation requirements.

Cash Flows from Operating Activities

Cash provided by operating activities was $3,207,000 for the three months ended November 30, 2022 as compared with cash provided by operations of $2,947,000 for the three months ended November 30, 2021. Cash provided by operating activities in the current period was primarily due to net income earned in the period and a decrease in the trade accounts receivable balance in the period. This was also adversely impacted to some extent by an increase in inventory purchases for the three months ended November 30, 2022 when compared to the prior year period. The prior period cash provided by operating activities was primarily due to net income earned and an increase in the trade accounts payable.

Cash Flows from Investing Activities

Cash used in investing activities was $6,329,000 for the three months ended November 30, 2022 as compared with cash used in investing activities of $285,000 for the three months ended November 30, 2021. Cash used in investing activities in the three months ended November 30, 2022 was due to the purchase of marketable securities in the period. Cash provided by investing activities in the prior year period was primarily due to property and equipment purchases in the period.

Cash Flows from Financing Activities

Cash used in financing activities for the three months ended November 30, 2022 was $157,000 as compared with cash used in financing activities of $1,054,000 for the three months ended November 30, 2021. The cash used in financing activities for the current period is primarily due to the change in bank overdraft, which represents outstanding checks in excess of cash due to the nightly sweep feature of the cash account to the line of credit with the Bank. The cash used in financing activities for the prior period is primarily due to a decrease in the bank overdraft balance.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on the Company's financial position, revenues, results of operations, liquidity or capital expenditures.

Contractual Financial Obligations

In addition to using cash flow generated from operations, the Company finances its operations through borrowings under its line of credit. These financial obligations are recorded in accordance with accounting rules applicable to the underlying transactions, with the result being that amounts owed under debt agreements and capital leases are recorded as liabilities on the consolidated balance sheets while lease obligations recorded as operating leases are disclosed in the notes to the consolidated financial statements and management's discussion and analysis of financial condition and results of operations in the Company's annual report on Form 10-K for the year ended August 31, 2022 as filed with the SEC on November 4, 2022.



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