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 and 1 sales office located in Asia. 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 and Estimates

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 February 28, 2023.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Updated ("ASU") 2014-09, Revenue from Contracts with Customers, issued as a new Topic, ASC Topic 606 ("ASU Top 606"). This 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 in accordance with ASC Topic 606 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



                                       13

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.

Inventory

The Company's inventory reserve 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.

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.

Results of Operations

Comparison of the Three Months Ended February 28, 2023 and 2022

Net Sales and Gross Profit ($ in thousands)



                                            Three Months Ended
                                               February 28,            $          %
                                             2023         2022       Change     Change
Net sales                                 $   76,925    $ 66,587    $ 10,338      15.5 %
Cost of sales                                 54,661      48,462       6,199      12.8 %
Gross profit                              $   22,264    $ 18,125    $  4,134      22.8 %
Gross profit as a percent of net sales          28.9 %      27.2 %                 1.7 %


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 revenues in the three months ended February 28, 2023 ("Q2 2023") as compared to the three months ended February 28, 2022 ("Q2 2022") was largely due to an increased sales headcount of 32 employees, increasing from 338 sales employees to 370 for Q2 2022 and Q2 2023 respectively. Revenues and gross profit for Q2 2023 has increased when compared to Q2 2022 due to higher inventory stock available and an increased demand for those products.



                                       14

Selling, General and Administrative Expenses ($ in thousands)



                                        Three Months Ended
                                           February 28,               $            %
                                        2023           2022         Change       Change
Selling, general and
administrative expenses              $    15,606    $   13,439    $    2,167        16.1 %
Percent of net sales                        20.3 %        20.2 %                     0.1 %

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 Q2 2023 increased from Q2 2022 largely due to increased employee headcount, increasing from 497 employees at Q2 2022 to 525 employees at Q2 2023.

Other Income (Expense), Net ($ in thousands)



                                          Three Months Ended
                                             February 28,                 $            %
                                         2023            2022          Change        Change
Other income (expense):
Net gain (loss) gain on trading
securities                            $       179     $      (22)    $       201       913.6 %
Interest and other income
(expense), net                                 46            (53)             99       186.8 %
Other income (expense), net           $       225     $      (75)    $       300       400.0 %
Percent of net sales                          0.3 %         (0.1) %                      0.4 %

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 Q2 2023, the Company recognized a net gain on trading securities of $179,000 as compared to a net loss of $22,000 in Q2 2022. The net trading securities gains in Q2 2023 and losses in Q2 2022 was primarily due to timing of sales and purchases and general market climate for short and long positions during the period.

Interest and other income (expense), net, increased in Q2 2023 compared to Q2 2022, which was primarily due to interest earned from treasury bonds purchased during the current fiscal year.

Income Tax Provision ($ in thousands)



                               Three Months Ended
                                  February 28,            $          %
                                2023         2022       Change     Change
Income tax provision         $    1,783     $ 1,204    $    579      48.1 %
Percent of pre-tax income          25.9 %      26.1 %               (0.2) %

The provision for income taxes increased by $579,000 in Q2 2023 over the prior year period. This increase was primarily due to higher income in the current quarter as compared to the prior year period. The income tax provision as a percent of pre-tax income decreased from 26.1% at Q2 2022 to 25.9% at Q2 2023, which was primarily due to the state tax rate mix and permanent book tax differences.

Comparison of the Six Months Ended February 28, 2023 and 2022

Net Sales and Gross Profit ($ in thousands)



                           Six Months Ended
                             February 28,            $          %
                          2023         2022        Change     Change

Net Sales               $ 153,244    $ 130,409    $ 22,835      17.5 %
Cost of sales             109,317       94,106      15,211      16.2 %
Gross profit            $  43,927    $  36,303    $  7,624      21.0 %
Percent of net sales         28.7 %       27.8 %                 0.9 %


                                       15

The increase in revenues and gross margins as a percent of revenues in the six months ended February 28, 2023 as compared to the six months ended February 28, 2022 was largely due to higher demand for products, larger amount of inventory available, and increased sales employee headcount in the current period.

Selling, General and Administrative Expenses ($ in thousands)



                                                  Six Months Ended
                                                    February 28,          $          %
                                                  2023        2022      Change     Change

Selling, general and administrative expenses $ 31,291 $ 22,334 $ 8,957 40.1 % Percent of net sales

                                20.4 %      17.1 %                3.3 %


SG&A in the six months ended February 28, 2023 increased from the same period in the prior year primarily due to a prior year decrease in payroll taxes as a result of federal tax credits related to the Employee Retention Credit (ERC) of $5.4 million recorded in the first quarter of fiscal year 2022. Further, the increase in the current period is due to a higher employee headcount. SG&A as a percent of revenue in the current period increased from the prior year period primarily due to the ERC and higher payroll expenses.

Other Income (Expense), Net ($ in thousands)



                                           Six Months Ended
                                             February 28,           $           %
                                          2023         2022       Change      Change

Other income (expense): Net (loss) gain on trading securities $ 621 $ (78) $ 699 896.2 % Interest and other (expense), net

            (2)        (105)         103       98.1 %
Other income (expense), net              $   619     $  (183)    $    802      438.3 %
Percent of net sales                         0.4 %      (0.1) %                  0.5 %


During the six months ended February 28, 2023, the Company recognized a net gain on trading securities of $621,000 as compared to a net loss of $78,000 in the same period in the prior year. The net trading securities gains and losses in Q2 2023 and 2022 was primarily due to timing of sales and purchases and general market climate for long positions during the period.

Interest and other income (expense), net, decreased during the six months ended February 28, 2023 compared to the same period in the prior year, which was primarily due to interest earned from treasury bonds purchased in the current fiscal period.

Income Tax Provision ($ in thousands)



                               Six Months Ended
                                 February 28,           $          %
                               2023        2022      Change      Change

Income tax provision         $   3,444    $ 3,593    $ (149)        4.1 %
Percent of pre-tax income         26.0 %     26.1 %               (0.1) %

The provision for income taxes decreased by $149,000 for the six months ended February 28, 2023 when compared to the prior year period. This decrease was primarily due to lower income in the current quarter as compared to the prior year period.

Liquidity and Capital Resources

As of February 28, 2023 and August 31, 2022, the Company held approximately $5,324,000 and $17,386,000 of unrestricted cash and cash equivalents, respectively. The Company also held $21,865,000 and $3,925,000 of marketable securities at February 28, 2023 and August 31, 2022, respectively, which could be liquidated, if necessary.

As of February 28, 2023, 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,



                                       16

including the maintenance of certain financial ratios. As of February 28, 2023 and August 31, 2022, the Company was in compliance with all such covenants. The outstanding balance of the line of credit at February 28, 2023 and August 31, 2022 was zero.

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 $5,938,000 for the six months ended February 28, 2023 as compared with cash provided by operations of $4,355,000 for the six months ended February 28, 2022. Cash provided by operating activities in the current period was primarily due to net income earned in the period and a decrease in trade accounts receivable. This was adversely impacted to some extent by an increase in inventory and a decrease in accrued expenses at the six months ended February 28, 2023 when compared to the prior year period. The prior period cash provided by operating activities was primarily due to the net income in that period and an increase in trade accounts payable.

Cash Flows from Investing Activities

Cash used in investing activities was $17,710,000 for the six months ended February 28, 2023 as compared with cash used in investing activities of $1,579,000 for the six months ended February 28, 2022. Cash used in investing activities in the current period and prior period was primarily due to purchase of marketable securities and equipment in the period. The increase in cash flow from investing activities in the current period compared to the prior year period was primarily due to using excess cash to purchase securities in the current period.

Cash Flows from Financing Activities

Cash used in financing activities for the six months ended February 28, 2023 was $205,000 as compared with cash used in financing activities of $1,154,000 for the six months ended February 28, 2022. The cash used in financing activities for the current period is primarily due to a decrease in bank overdraft in the period, 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, operating leases, and finance leases are recorded as liabilities on the consolidated balance sheets 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.

© Edgar Online, source Glimpses