EX-99 2 eaco3rd8k05.txt Exhibit 2.01 Eatery Concepts News Release EACO Corporation 2113 Florida Boulevard Neptune Beach, Florida 32266 (904) 249-4197 Fax: (904) 249-1466 Contact: FOR IMMEDIATE RELEASE Edward B. Alexander President (904) 249-4197 November 17, 2005 EACO CORPORATION REPORTS THIRD QUARTER RESULTS, GAIN ON SALE OF RESTAURANTS NEPTUNE BEACH, FLORIDA - EACO Corporation (OTCBB:EACO), today reported operating results for the third quarter and year to date periods ended September 28, 2005. Net income for the third quarter was $7,367,500 ($1.68 per share) compared to a net loss of $539,600 ($0.14 per share) for the same period in 2004. For the nine months ended September 28, 2005, net income was $10,168,600 ($2.44 per share) compared to a net loss of $1,441,700 ($0.38 per share) for the same period in 2004. Loss from continuing operations (net of income tax) for the third quarter was $48,700 ($0.01 per share) compared to $450,400 ($0.12 per share) in 2004. Loss from continuing operations for the nine months ended September 28, 2005 was $357,000 ($0.08 per share) compared to $976,100 ($0.26 per share) in 2004. Income from discontinued operations, net of income tax was $7,416,200 ($1.69 per share) for the third quarter of 2005 compared to a loss of $89,200 ($0.02 per share) in 2004. Income from discontinued operations for the nine months ended September 28, 2005 was $10,525,600 ($2.52 per share) compared to a loss of $465,600 ($0.12 per share) in 2004. As previously announced, the Company sold all of its operating restaurants on June 30, 2005, the first day of the Company's third quarter. The Company recognized a gain on the sale of the restaurants (net of income tax) of $7,567,700 in the quarter ended September 28, 2005. For the nine months ended September 28, 2005, the total gain on this sale was $10,393,300 (net of income tax). The Company had previously recognized approximately $3 million in income tax benefit related to the sale in the second quarter of 2005. As a result of the sale of its restaurants, the Company has approximately $10 million in cash, and is seeking business opportunities for strategic investment of these funds. The Company intends to pursue and consider any acquisitions or investments that it believes will enhance shareholder value.
EACO Corporation Consolidated Results of Operations (Unaudited) For The Quarters Ended For The Nine Months Ended ------------------------------------------------------ September 28, September 29, September 28, September 29, 2005 2004 2005 2004 ------------------------------------------------------- Revenues: Rental income $46,800 $32,800 $112,300 $98,300 ---------- ----------- ----------- ----------- Total revenues 46,800 32,800 112,300 98,300 ---------- ----------- ----------- ----------- Cost and expenses: Depreciation and amortization 61,900 102,900 145,100 198,200 General and administrative expenses 310,000 369,500 769,000 840,400 ---------- ----------- ----------- ----------- Total costs and expenses 371,900 472,400 914,100 1,038,600 ---------- ----------- ----------- ----------- Loss from operations (325,100) (439,600) (801,800) (940,300) Investment gain 56,000 1,600 58,100 12,400 Interest and other income 225,900 24,300 275,500 62,100 Interest expense (34,900) (36,700) (104,500) (110,300) ---------- ----------- ----------- ----------- Loss from continuing operations before income taxes (78,100) (450,400) (572,700) (976,100) Income tax benefit 29,400 --- 215,700 --- ---------- ----------- ----------- ----------- Loss from continuing operations (48,700) (450,400) (357,000) (976,100) ---------- ----------- ----------- ----------- Discontinued operations: Income (loss) on discontinued operations, net of income tax (151,500) (89,200) 132,300 (465,600) Gain on sale of discontinued operations, net of income tax 7,567,700 --- 10,393,300 --- ---------- ----------- ----------- ----------- Income (loss)from discontinued operations 7,416,200 (89,200) 10,525,600 (465,600) ---------- ----------- ----------- ----------- Net income (loss) 7,367,500 (539,600) 10,168,600 (1,441,700) Cumulative preferred stock dividend (19,100) (6,300) (57,400) (6,300) ---------- ----------- ----------- ----------- Net income (loss) available (attributable) to common shareholders $7,348,400 ($545,900) $10,111,200 ($1,448,000) ========== =========== =========== ========== Basic income (loss) per share: Continuing operations ($0.01) ($0.12) ($0.09) ($0.26) Discontinued operations 1.90 (0.02) 2.71 (0.12) ---------- ----------- ----------- ----------- Net income (loss) $1.89 ($0.14) $2.62 ($0.38) ========== =========== =========== =========== Basic weighted average common shares outstanding 3,889,000 3,881,500 3,884,300 3,790,000 ========== =========== =========== =========== Diluted income (loss) per share Continuing operations ($0.01) ($0.12) ($0.08) ($0.26) Discontinued operations 1.69 (0.02) 2.52 (0.12) ---------- ----------- ----------- ----------- Net income (loss) $1.68 ($0.14) $2.44 ($0.38) ========== =========== =========== =========== Diluted weighted average common shares outstanding 4,379,900 3,881,500 4,172,800 3,790,000 ========== =========== =========== ===========