1 [EARL SCHEIB LOGO] 2 To Our Shareholders: Sales for the fiscal year ended April 30, 1999 were $55 million, an increase of 8.2% from prior year sales. During Fiscal 1999, nineteen new shops became operational and six existing shops were closed, resulting in a year end operating total of 174 Earl Scheib paint shops. Same shop sales (shops open more than one year) increased by 3.1% last year. Despite this growth, earnings were only slightly better than break-even. One of the chief reasons for this poor earnings performance was that the year was burdened by approximately $900,000 of expenses that we believe are mostly non-recurring, including an additional reserve for workers' compensation claims and legal costs for defending against a lawsuit which has since been settled. Largely as a result of these expenses, net income for Fiscal 1999 fell to $56,000 compared to net income of $1,064,000 last year. Other expenses incurred in Fiscal 1999 include the costs of opening new shops and the investment in the growth of our fleet department. We are already beginning to see benefits from these necessary investments in our future. Our fleet department consists of a separate sales force to concentrate on obtaining business from states and municipalities, corporations with multiple vehicles and automotive dealers. This new department accounted for $1.4 million of sales in Fiscal 1999 and we anticipate nearly doubling those sales in Fiscal 2000. Earl Scheib is a very sales-driven company. We mean by this that there is a great deal of leverage in obtaining additional sales. Once we have passed the break-even point at each shop, the profit from additional sales is quite high. Our growth must come from increases in same shop sales as well as from the addition of new shops and greater fleet business. It is very important that we find the means to ignite increases in our same shop sales. We currently are reviewing our entire advertising program, including the message contained in our ads and to whom these ads are directed. We intend to continue our new shop expansion during Fiscal 2000. Shops will be opened in markets where we now have a successful presence. This strategy provides us with the advantage of increasing our market penetration, while obtaining lower per-shop advertising and supervisory costs. We are also interested in pursuing the acquisition of profitable chains of auto painting shops anywhere in the United States. We have explored a few acquisition opportunities during this past year, but have been unsuccessful in negotiating a price that would make economic sense for us. We will continue these efforts. Increasing the quality of our product is a continuing priority. We believe that the paint we use is the best in the industry. This belief has been substantiated by independent testing laboratories. We have a significant advantage in being the only chain of car painting shops in the United States that manufactures its own paint in its own factory. Having our own paint factory gives us excellent control over the quality and cost of our paint as well as helps us control our inventory levels. Concrete evidence that our paint has substantially improved from the past is the fact that we reduced the percentage of warranty work by over 66% since 1995. In early Fiscal 2000, we are going to initiate a new program that will offer a line of quality paints to industrial users at very competitive prices. We have the capacity in our existing facility to undertake this new enterprise. We believe that this venture has potential for increased sales and profits. The Human Resource part of our business is extremely important. We have over 200 employees in our company who meet the public every day in an attempt to sign up sales. How these employees interact with the public and represent Earl Scheib is crucial to our success. Hiring the "right" people, and then training them effectively, has a huge impact on our bottom line. Our manager compensation packages contain modest salaries with the opportunity for substantial bonuses based on performance. Attracting the best managers, as well as production employees, during this period of full employment, has been one of our highest priorities and challenges. Before closing, we would like to thank two people for the years that they have spent with the Company. Don Scheib, after more than 39 years with the Company, including several years as CEO and Chairman, is retiring from the Board of Directors effective August 31, 1999. Dan Seigel led the Company during some difficult transition years. He resigned as President and CEO on January 1, 1999, but will continue to serve on our Board of Directors. We are pleased to inform you that Mr. David Eisenberg has joined Earl Scheib as a member of the Board of Directors and that Mr. Charles Barrantes has recently joined the Company as Vice-President and Chief Financial Officer. While the company has regained a level of profitability from the losses incurred during fiscal years 1995 and 1996 we are far from satisfied with our performance and believe that we can and will do much better. The first two months of Fiscal 2000 have begun slowly, with same shop sales dropping 3.8% below last year. We believe that the new programs that have been put in place will reverse this trend soon and that the year as a whole will be a substantial improvement from last year. Sincerely, /s/ Philip W. colburn Philip W. Colburn Chairman of the Board /s/ Christian K. Bement Christian K. Bement President and Chief Executive Officer 3 Earl Scheib, Inc. Management's Discussion and Analysis of Financial Conditions and Results of Operations The following table sets forth the Company's operating results for the periods indicated. Amounts are shown in thousands of dollars and as a percentage of sales. YEAR ENDED APRIL 30, ------------------------------------------------------------- 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------------ Net sales $55,013 100.0% $50,839 100.0% $48,348 100.0 % Cost of sales 40,668 73.9 37,048 72.9 34,543 71.4 - ------------------------------------------------------------------------------------------------------------------ Gross profit 14,345 26.1 13,791 27.1 13,805 28.6 Selling, general and administrative expense 13,947 25.4 12,770 25.1 13,708 28.4 - ------------------------------------------------------------------------------------------------------------------ Operating income 398 0.7 1,021 2.0 97 0.2 Other income (expense) (316) (0.6) 112 .2 1,050 2.2 - ------------------------------------------------------------------------------------------------------------------ Income before income taxes 82 0.1 1,133 2.2 1,147 2.4 Provision for income taxes 26 -- 69 .1 45 0.1 - ------------------------------------------------------------------------------------------------------------------ Net income $ 56 0.1% $ 1,064 2.1% $ 1,102 2.3 % - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------ FISCAL YEAR ENDED APRIL 30, 1999 ("FISCAL 1999") COMPARED TO FISCAL YEAR ENDED APRIL 30, 1998 ("FISCAL 1998") - ------------------------------------------------------------ Total sales for Fiscal 1999 increased $4,174 or 8.2% from Fiscal 1998. This increase resulted from a $1,560 or 3.1% same shop increase plus $2,614 in sales from new shops, net of closed shops. Fleet sales, which are included above, increased to $1,432 from $185 in Fiscal 1998 as this was the first full year of fleet operations. Management believes that the same shop sales and car volume increases resulted from new product offerings including the Company's EuroPaint(R), improvements in shop operations, the impact of the new sales force to corporate fleet accounts and improved quality of services. Cost of sales increased as a percentage of sales from 72.9% in Fiscal 1998 to 73.9% in Fiscal 1999. The 1% increase in cost of sales is largely due to increased material cost of the new EuroPaint(R) and associated components. Selling, general and administrative expense increased by $1,177 or 0.3% of sales in Fiscal 1999 compared to fiscal 1998. These increases resulted from expansion of the new fleet outside sales force and installation of an accounts receivable system to service credit sales, expansion of the real estate department, increased insurance expenses and increased legal fees, partially offset by a reduction in advertising expense. Other income (expense) consists of gains from sales of excess real estate and net interest expense. Net interest expense was $327 in Fiscal 1999, due primarily to the accrual of interest relating to the potential disallowance of the carry back of a net operating loss and interest on life insurance policy loans, compared to interest income of $79 (primarily from investments in short-term paper) in Fiscal 1998. The majority of the Company's Fiscal 1998 and all of the Company's Fiscal 1997 federal income tax provisions were offset by net operating loss carryforwards from past years. Due to income allocation and state income tax laws, only part of the Company's income before taxes in Fiscal 1999 and 1998 was offset by the net operating loss carryforwards for state income tax purposes. The Company provided $4 and $53 in taxes in Fiscal 1999 and 1998, respectively, for taxes in those states which were not offset by net operating loss carryforwards. - ------------------------------------------------------------ FISCAL YEAR ENDED APRIL 30, 1998 ("FISCAL 1998") COMPARED TO FISCAL YEAR ENDED APRIL 30, 1997 ("FISCAL 1997") - ------------------------------------------------------------ Total sales for Fiscal 1998 increased $2,491 or 5.2% from Fiscal 1997. This increase resulted from a $2,765 or 6.0% same shop increase less $274 from net shop closures. Management believes that the same shop sales increase resulted from new product offerings including the Company's recent introduction of EuroPaint(R), improvements in shop operations, the impact of our new sales force to corporate fleet accounts and improved quality of our services. Cost of sales increased as a percentage of sales from 71.4% in Fiscal 1997 to 72.9% in Fiscal 1998. In dollars, cost of sales for Fiscal 1998 increased $2,505 or 7.3% from Fiscal 1997. The increase in cost of sales is largely due to the increase in material cost of our new EuroPaint(R) and associated components compared to the cost of the old paint. Selling, general and administrative expense decreased by $938 or 3.3% of sales in Fiscal 1998 compared to Fiscal 1997. Advertising expense decreased by $819 (which represents 87.3% of the decrease in selling, general and administrative expense between Fiscal 1998 and Fiscal 1997). Decreases in insurance expense are due mainly to lower group medical insurance, decreases in the expense of the accounting department due to our new management information system and lower telecommunication costs due to renegotiated contracts accounted for $517 of the decrease (which represents 55.1% of the decrease in selling, general and administrative expense between Fiscal 1998 and Fiscal 1997). These decreases were partially offset by one-time costs to install the new management 2 4 information system, the expense of our new outside sales force, expansion of our real estate department, cost of living salary increases for support staff and the expense of a new program to hire and develop individuals from outside the Company who have the potential of becoming future Division Managers for the Company. Other income consists of gains from the sale of excess real estate and interest income. During Fiscal 1998, the Company sold three properties for a net gain of $33 compared to a net gain of $893 from the sale of 21 properties in Fiscal 1997. Interest income net of interest expense, generated from the investment of cash in short-term instruments, was lower in Fiscal 1998 than in Fiscal 1997, $79 and $157, respectively. This decrease in interest income resulted mainly from lower yields in Fiscal 1998. The majority of the Company's Fiscal 1998 and all of the Company's Fiscal 1997 federal income tax provisions were offset by net operating loss carryforwards from past years. Due to income allocation and state income tax laws, only part of the Company's income before taxes in Fiscal 1998 and 1997 was offset by the net operating loss carryforwards for state income tax purposes. The Company provided $53 and $45 in taxes in Fiscal 1998 and 1997, respectively, for taxes in those states which were not offset by net operating loss carryforwards. - ------------------------------------------------------------ Liquidity and Capital Resources - ------------------------------------------------------------ The Company's cash requirements are based upon its seasonal working capital needs and its capital requirements for new shops and capitalized additions and improvements. The first and second quarters and occasionally the fourth quarter usually have positive cash flow from operations, while the third and occasionally the fourth quarters are net users of cash. As of April 30, 1999, the Company had current assets of $6,316 and current liabilities of $7,908 for a net working capital deficit of $1,592. The Company's long-term financial obligations consist of its deferred compensation plan, loans against various life insurance polices, a bank loan secured by a long-term receivable and three minor capital leases. For the fiscal year ending April 30, 2000 ("Fiscal 2000") the Company plans on opening up to 15 new shops (depending upon the availability of locations) and performing various fixed asset improvements at an estimated cost of $3,200. During Fiscal 1999, the Company had capitalized expenditures of $5,054 which were financed largely through cash flow from operations. The Company expects that future cash flow from operations will be enhanced by these capital additions. In February 1999, the Company received a Notice of Disallowance from the Internal Revenue Service ("IRS") disallowing a refund from a net operating loss carryback received in Fiscal 1997. The amount of the 1997 refund was $1,696. The Company is protesting the IRS's position. The refund of the net operating loss, and substantially all of the interest relating to the disallowance, are accrued in the Company's Fiscal 1999 financial statements. If the Company does not sustain its tax position with the IRS, the net operating loss carryforward could be used to offset income taxes in future years. During Fiscal 1999, the Company borrowed $1,684 against the cash surrender value of various life insurance policies. In February 1999, the Company entered into an agreement with a bank for a two-year $4,000 unsecured line of credit. It is anticipated that the Company will draw on the line of credit during Fiscal 2000. In Fiscal 1998 the Board of Directors announced that it had authorized the repurchase of up to 500,000 shares which is approximately 11% of the Company's common stock outstanding. The share purchase plan authorizes the Company to make purchases from time to time in the open market or through privately negotiated transactions and that the purchases will be dependent on market conditions and availability of shares. Repurchased common shares will be added to the Company's treasury shares and may be used to meet common stock requirements for future benefit plans and other corporate purposes. Purchases will be made with existing company cash or future cash flows from operations. During Fiscal 1999, the Company purchased 321,000 shares at a cost of $2,031. Historically, a major source of cash flow for the Company is from operations. Net cash provided by operating activities for Fiscal 1999 declined by $1,569 compared to Fiscal 1998. The decrease is mainly due to a reduction in operating income. The Company has 72 parcels of non-encumbered property, including the Company's headquarters and paint factory, which could be either sold or used as security to obtain outside financing. - ------------------------------------------------------------ Recent Accounting Pronouncements - ------------------------------------------------------------ In June 1997, the Financial Accounting Standards Board ('FASB') issued Statement of Financial Standards ("SFAS") No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in general purpose financial statements. The Statement is effective for fiscal years beginning after December 15, 1997. The Company did not have operations or transactions during Fiscal 1999, 1998 or 1997 that would give rise to elements of comprehensive income. In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 redefines the way publicly held companies report information about segments. The Statement is effective for fiscal years beginning after December 15, 1997. The Company operates in only one segment, auto painting and related services. All of its locations are in the United States with 54 of the 174 locations open at April 30, 1999 in California. In February 1998, the FASB issued Statement of Financial Accounting Standard No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." This statement which is effective for financial periods ending after December 15, 1998, requires full disclosure of all pensions plans and other postretirement benefit plans. The 3 5 Company currently discloses any pensions or other postretirement benefit plans. In June 1998, the FASB issued Statement of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement, which is effective for financial periods beginning after June 15, 1999, addresses the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. The Company has not historically or does not currently hold any derivative instruments or participate in any hedging activities. - ------------------------------------------------------------ Year 2000 - ------------------------------------------------------------ Many computer systems and software products, as well as certain hardware and equipment containing date sensitive data, were structured to utilize a two-digit date field meaning that they may not be able to properly recognize dates in the year 2000. This could result in significant system and equipment failures. Beginning in Fiscal 1997 the Company began a process of evaluating its, as well as its critical vendors, systems to identify potential Year 2000 issues and implement solutions. It was decided that the best approach would be to replace the majority of the Company's legacy information systems. Starting in late Fiscal 1997 and proceeding during most of Fiscal 1999, the Company has been undergoing an accelerated installation of new systems. At the end of Fiscal 1998, the majority of these systems had been operating for over nine months. During Fiscal 1999, the Company installed new systems in its accounting department and a credit system to support its new fleet business. The Company believes that the majority, if not all of its systems, are Year 2000 compliant; however, in this regard, it is relying upon representations made by its software and hardware vendors, most of whom are large, well-known international companies. In performing this significant technology transformation, the Company has relied upon both internal and external resources. The estimated cost to address Year 2000 issues has not, to date, and is not expected to have a material impact on the Company's business, operations or financial condition. The Company has been in communications with major suppliers, financial institutions, insurers and others with whom it conducts business to determine that they will be Year 2000 compliant. The Company has received representations from these outside parties indicating they believe they currently are or will be Year 2000 compliant prior to the end of 1999. There can be no assurance, however, that the systems of third parties on which the Company's systems rely will be timely converted or that any such failure to convert by another company would not have an adverse effect on the Company's systems. The above discussion regarding costs and risks is based on the Company's best current estimates given information that is currently available to it, and is subject to change. 4 6 Earl Scheib, Inc. Consolidated Statements of Operations (Dollars in thousands except per share data) YEAR ENDED APRIL 30, ----------------------------- 1999 1998 1997 - --------------------------------------------------------------------------------------------- Net sales $55,013 $50,839 $48,348 Cost of sales 40,668 37,048 34,543 - --------------------------------------------------------------------------------------------- Gross profit 14,345 13,791 13,805 Selling, general and administrative expense 13,947 12,770 13,708 - --------------------------------------------------------------------------------------------- Operating income 398 1,021 97 Other income (expense) (316) 112 1,050 - --------------------------------------------------------------------------------------------- Income before income taxes 82 1,133 1,147 Provision for income taxes 26 69 45 - --------------------------------------------------------------------------------------------- Net income $ 56 $ 1,064 $ 1,102 - --------------------------------------------------------------------------------------------- Earnings per share Basic $ 0.01 $ 0.23 $ 0.24 Diluted $ 0.01 $ 0.22 $ 0.23 - --------------------------------------------------------------------------------------------- Consolidated Statements of Shareholders' Equity (Dollars in thousands) CAPITAL STOCK, $1 PAR --------------------- ADDITIONAL SHARES PAID-IN RETAINED TREASURY OUTSTANDING AMOUNT CAPITAL EARNINGS STOCK TOTAL - ------------------------------------------------------------------------------------------------------------------- Balance May 1, 1996 4,568,000 $4,568 $5,522 $ 7,966 $ -- $18,056 Net income for the year -- -- -- 1,102 -- 1,102 Stock issued under stock option plan 21,000 21 74 -- -- 95 - ------------------------------------------------------------------------------------------------------------------- Balance April 30, 1997 4,589,000 4,589 5,596 9,068 -- 19,253 Net income for the year -- -- -- 1,064 -- 1,064 Stock issued under stock option plan 193,000 193 1,002 -- -- 1,195 Treasury stock acquired (123,000) -- -- -- (1,077) (1,077) - ------------------------------------------------------------------------------------------------------------------- Balance April 30, 1998 4,659,000 4,782 6,598 10,132 (1,077) 20,435 Net income for the year -- -- -- 56 -- 56 Stock issued under stock option plan 21,000 21 158 -- -- 179 Treasury stock acquired (321,000) -- -- -- (2,031) (2,031) - ------------------------------------------------------------------------------------------------------------------- Balance April 30, 1999 4,359,000 $4,803 $6,756 $10,188 $(3,108) $18,639 - ------------------------------------------------------------------------------------------------------------------- The accompanying Notes are an integral part of these Consolidated Financial Statements. 5 7 Earl Scheib, Inc. Consolidated Balance Sheets (Dollars in thousands) APRIL 30, ------------------ 1999 1998 - -------------------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 1,265 $ 4,203 Accounts receivable, less allowances of $164 in 1999 and $51 in 1998 218 258 Inventories 1,701 1,251 Prepaid expenses 1,626 1,568 Deferred income taxes 753 714 Property held for sale 339 25 Other current assets 414 223 - -------------------------------------------------------------------------------- Total current assets 6,316 8,242 Property and equipment, less accumulated depreciation and amortization 21,089 19,375 Deferred income taxes 2,157 1,877 Other, primarily cash surrender value of life insurance 2,299 1,992 - -------------------------------------------------------------------------------- $31,861 $31,486 - -------------------------------------------------------------------------------- LIABILITIES Current liabilities: Accounts payable $ 940 $ 964 Current portion of capital leases 158 134 Accrued expenses: Payroll and related taxes 1,780 2,005 Insurance 1,139 813 Interest 504 110 Advertising 485 442 Other 1,113 921 Income taxes payable 1,789 2,078 - -------------------------------------------------------------------------------- Total current liabilities 7,908 7,467 Deferred management compensation 3,298 3,363 Long-term debt 2,016 221 Commitments and contingencies -- -- SHAREHOLDERS' EQUITY Capital stock $1 par -- shares authorized 12,000,000; 4,803 4,782 4,803,000 issued and 4,359,000 outstanding at April 30, 1999; 4,782,000 issued and 4,659,000 outstanding at April 30, 1998 Additional paid-in capital 6,756 6,598 Retained earnings 10,188 10,132 Treasury stock (3,108) (1,077) - -------------------------------------------------------------------------------- Total shareholders' equity 18,639 20,435 - -------------------------------------------------------------------------------- $31,861 $31,486 - -------------------------------------------------------------------------------- The accompanying Notes are an integral part of these Consolidated Balance Sheets. 6 8 Earl Scheib, Inc. Consolidated Statements of Cash Flows (Dollars in thousands) YEAR ENDED APRIL 30, ------------------------------------- 1999 1998 1997 - --------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net income $ 56 $ 1,064 $ 1,102 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Gain on disposals of property and equipment (6) (33) (675) Change in allowances for doubtful accounts 113 -- -- Write-down of property and equipment 127 159 -- Depreciation and amortization 2,918 2,323 1,881 Changes in operating assets and liabilities Deferred income taxes (319) (283) -- Deferred management compensation (65) (87) (384) Accounts receivable (74) (45) (149) Inventories (450) 33 105 Prepaid expenses (58) (265) 69 Other assets (447) 56 (140) Accounts payable (24) 490 (1,288) Accrued expenses 530 458 932 - --------------------------------------------------------------------------------------------------- Net cash provided by operating activities 2,301 3,870 1,453 - --------------------------------------------------------------------------------------------------- Cash flows from investing activities: Capital expenditures (5,054) (3,870) (3,080) Proceeds from disposals of property and equipment 49 563 2,708 Reduction (investment) in marketable securities -- 670 (134) - --------------------------------------------------------------------------------------------------- Net cash used in investing activities (5,005) (2,637) (506) - --------------------------------------------------------------------------------------------------- Cash flows from financing activities: Principal payments on capitalized leases (154) (128) (10) Stock options exercised 92 239 95 Proceeds from life insurance loans 1,684 -- -- Proceeds from bank loan 175 -- -- Purchase of treasury stock (2,031) -- -- - --------------------------------------------------------------------------------------------------- Net cash provided by (used in) financing activities (234) 111 85 - --------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents (2,938) 1,344 1,032 Cash and Cash Equivalents, at beginning of year 4,203 2,859 1,827 - --------------------------------------------------------------------------------------------------- Cash and Cash Equivalents, at end of year $ 1,265 $ 4,203 $ 2,859 - --------------------------------------------------------------------------------------------------- Supplemental cash flow disclosure Income taxes (paid) refunded $ (609) $ (75) $ 1,609 - --------------------------------------------------------------------------------------------------- Supplemental disclosure of noncash investing and financing activities. In Fiscal 1999, the Company entered into one capital lease totaling $62. In Fiscal 1998 the Company received $1,077 in treasury stock as payment for the exercise price of certain stock options exercised during the year and as payment of payroll taxes related to the exercise of the stock options. In Fiscal 1997 the Company sold two properties for $253, the proceeds of which were included in accounts receivable. Additionally, the Company entered into two capital leases totaling $493. The accompanying Notes are an integral part of these Consolidated Financial Statements. 7 9 Earl Scheib, Inc. Notes to Consolidated Financial Statements (In thousands except per share data) - -------------------------------------------------------------------------------- 1. Summary of Significant Accounting Policies NATURE OF BUSINESS: Earl Scheib, Inc. (the "Company") operates the New Earl Scheib Auto Paint and Body Shops throughout the United States which offer auto painting and auto body repair services to consumers and businesses. At April 30, 1999, 1998 and 1997 the Company operated 174, 163 and 158 shops, respectively. PRINCIPLES OF CONSOLIDATION: The consolidated financial statements of the Company include the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS: All highly liquid investment instruments with terms of three months or less at the time of acquisition are considered to be cash equivalents while those having maturities in excess of three months are considered marketable securities. MARKETABLE SECURITIES: Marketable securities are categorized as available for sale and consist of commercial paper. Marketable securities are carried at fair value based upon quoted market prices for each investment. FAIR VALUE OF FINANCIAL INSTRUMENTS: The carrying value of financial assets and liabilities approximates fair value due to their short maturity. INVENTORIES: Inventories, which are composed of auto paint, shop supplies and materials, are stated at the lower of last-in, first-out (LIFO) cost or market. A summary of inventories is as follows: APRIL 30, ---------------- 1999 1998 - ------------------------------------------------------ Paint and supplies $1,810 $1,497 Materials 411 320 LIFO reserve (520) (566) ---------------- Total inventories $1,701 $1,251 ---------------- PROPERTY AND EQUIPMENT: Property and equipment are recorded at cost and depreciated over the estimated useful lives of the assets. Significant additions or improvements extending asset lives are capitalized; normal maintenance and repair costs are expensed as incurred. The Company uses the straight-line method in computing depreciation and amortization for financial reporting purposes and accelerated methods, with respect to certain assets, for income tax purposes. START-UP COSTS: Expenses associated with the opening of new auto paint shops are expensed as incurred. INCOME TAXES: Deferred income taxes are provided at the statutory rates on the difference between the financial statement and tax basis of assets and liabilities and are classified in the consolidated balance sheet as current or long-term consistent with the classification of the related asset or liability giving rise to the deferred income taxes. The carrying value of deferred income tax assets is determined based upon an evaluation of whether the realization of such assets is more likely than not. STOCK-BASED COMPENSATION: The Company accounts for its stock option grants in accordance with Accounting Principles Board Opinion No. 25 and related Interpretations. Under the Company's current stock option plans, stock options may not be granted at a price which is less than the quoted market price of the underlying stock on the date of grant. Therefore, no compensation expense is recognized for the stock options granted. See Note 5. IMPAIRMENT OF LONG-LIVED ASSETS: The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the Company determines an impairment of a long-lived asset has occurred, it will write down the asset to its estimated fair value. REVENUE RECOGNITION: The Company recognizes sales when the work is completed and the customer accepts delivery of the vehicle. EARNINGS PER SHARE: Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. The only dilutive securities the Company has outstanding are stock options issued to the Company's Board of Directors, management and employees. The weighted average number of shares used to calculate basic earnings per share was 4,452, 4,605, and 4,575 for the years ended April 30, 1999, 1998 and 1997, respectively. The weighted average number of shares used to calculate diluted earnings per share was 4,532, 4,762, and 4,693 for the years ended April 30, 1999, 1998, and 1997, respectively. The effect of dilutive securities increased the weighted average shares outstanding by 80, 157, and 118 shares for the years ended April 30, 1999, 1998 and 1997, respectively. 8 10 Earl Scheib, Inc. Notes to Consolidated Financial Statements (Continued) (In thousands except per share data) - -------------------------------------------------------------------------------- RECENT ACCOUNTING PRONOUNCEMENTS In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Standards ("SFAS") No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in general purpose financial statements. The Statement is effective for fiscal years beginning after December 15, 1997. The Company did not have operations or transactions during Fiscal 1999, 1998 or 1997 that would give rise to elements of comprehensive income. In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 redefines the way publicly held companies report information about segments. The Statement is effective for fiscal years beginning after December 15, 1997. The Company operates in only one segment, auto painting and related services. All of its locations are in the United States, with 54 of the 174 locations open at April 30, 1999 in California. In February 1998, the FASB issued Statement of Financial Accounting Standard No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." This statement which is effective for financial periods ending after December 15, 1998, requires full disclosure of all pensions plans and other postretirement benefit plans. See Note 6 for the Company's disclosures related to pensions and other benefits. In June 1998, the FASB issued Statement of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement, which is effective for financial periods beginning after June 15, 1999, addresses the accounting for derivative instruments including certain derivative instruments embedded in other contracts, and hedging activities. The Company has not historically or does not currently hold any derivative instruments or participate in any hedging activities. RECLASSIFICATION: Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. 2. Taxes on Income The components of the provision for income taxes are as follows: YEAR ENDED APRIL 30, ---------------------- 1999 1998 1997 - ------------------------------------------------------ Current: Federal $ 314 $ 299 $-- State 63 53 45 ---------------------- 377 352 45 ---------------------- Deferred (351) (283) -- ---------------------- Total $ 26 $ 69 $45 ---------------------- Reconciliation of the statutory federal income tax rate to the Company's effective tax rate is as follows: YEAR ENDED APRIL 30, ----------------------- 1999 1998 1997 - -------------------------------------------------------- Tax at U.S. Federal statutory tax rate 34.0% 34.0% 34.0% State taxes, net of federal benefit 3.9 3.1 2.6 Federal net operating loss (0.0) (29.0) (32.7) Other (5.5) (2.0) -- ----------------------- Total 32.4% 6.1% 3.9% ----------------------- At April 30, 1999, net current deferred income tax assets and net long-term deferred income tax assets are comprised of the following: APRIL 30, ---------------- 1999 1998 - ------------------------------------------------------ Deferred income tax assets-current: Alternative Minimum Tax Credit $ 221 $ 300 Accrued insurance 302 283 Accrued payroll and vacation 39 38 Accrued medical insurance 103 -- Other 88 93 ---------------- $ 753 $ 714 ---------------- Deferred income tax assets (liabilities)-long term: Net operating loss $ 967 $1,098 Deferred compensation 1,252 1,143 Depreciation (29) (153) Other 38 (168) Valuation allowance (71) (43) ---------------- $2,157 $1,877 ---------------- In 1999 and 1998 the Company had deferred income tax assets, net of valuation allowance, of $2,910 and $2,591, respectively. It is management's opinion that it is more likely than not that the net deferred income tax asset will be realized. In the first quarter of Fiscal 1997, the Company received federal income tax refunds of $1,696 resulting from the application of net operating loss carrybacks. Approximately $448 of the tax refunds relate to the benefit of carrying back net operating losses to periods for which the tax rates exceeded the current federal income tax rate. The $448 refund relating to the difference in federal tax rates is currently deferred on the Company's balance sheet. 9 11 Earl Scheib, Inc. Notes to Consolidated Financial Statements (Continued) (In thousands except per share data) - -------------------------------------------------------------------------------- 3. Property and Equipment Property and equipment including their estimated useful lives consist of the following: APRIL 30, ------------------ ESTIMATED 1999 1998 USEFUL LIFE - ---------------------------------------------------------- Land $ 5,171 $ 5,339 Buildings and building improvements 9,319 9,567 8-33 years Machinery and equipment 10,614 9,117 3-10 years Automotive equipment 142 142 2-4 years Office furniture and equipment 3,123 2,605 3-10 years Leasehold improvements 8,491 6,013 Life of Lease ------------------ 36,860 32,783 Less accumulated depreciation and amortization 15,771 13,408 ------------------ Net property and equipment $21,089 $19,375 ------------------ 4. Leases The Company leases approximately 60% of its auto paint shops. Management expects that in the normal course of business such leases will be renewed or replaced by other leases. Certain lease agreements contain renewal and/or purchase options. Rent expense for Fiscal 1999, 1998 and 1997 was $3,658, $2,995 and $2,651, respectively. Following is a schedule, by year, of the future minimum operating lease commitments as of April 30, 1999. YEAR ENDING APRIL 30: - ------------------------------------------------------ 2000 $ 3,647 2001 3,310 2002 2,688 2003 2,034 2004 1,218 Thereafter 2,417 ------- Total minimum lease payments $15,314 ------- 5. Stock Options The Company has two nonqualified stock option plans. One plan allows for the granting of up to 150 shares of the Company's capital stock to nonemployee directors of the Company (the "Directors' Plan"). A second plan allows for the granting of up to 900 shares of the Company's capital stock to certain employees of the Company (the "Employees' Plan"). Both plans require that the price of the shares underlying the option granted be no less than the fair market value of the shares on the date of the grant. The plans allow for discretionary vesting periods. Besides the two plans discussed, the Company has made separate grants of stock options to its chief executive officer and chief operating officer. In November of 1994, the Company granted a stock option for 400 shares of the Company's capital stock to the Company's chief executive officer. The options become vested and exercisable in a 50% installment on the first anniversary following the date of grant and in 12.5% installments in each quarter following the first anniversary of the date of grant. Stock option transactions are summarized as follows: WEIGHTED NUMBER AVERAGE OF OPTION PRICE EXERCISE SHARES PER SHARE PRICE - -------------------------------------------------------- Outstanding at May 1, 1996 1,066 $4.50 - $11.23 $6.54 Granted 107 $6.88 - $10.00 $7.33 Exercised (21) $ 4.50 $4.50 Canceled (83) $4.50 - $11.23 $6.51 --------------------------------- Outstanding at April 30, 1997 1,069 $4.50 - $11.23 $6.67 Granted 150 $ 8.75 $8.75 Exercised (193) $4.50 - $7.875 $6.17 Canceled (48) $4.50 - $7.875 $6.93 --------------------------------- Outstanding at April 30, 1998 978 $4.50 - $11.23 $7.07 Granted 514 $5.00 - $ 8.63 $5.34 Exercised (21) $4.50 - $ 7.00 $4.54 Canceled (359) $5.00 - $ 8.75 $7.37 --------------------------------- Outstanding at April 30, 1999 1,112 $4.50 - $11.23 $6.22 --------------------------------- APRIL 30, ------------------ 1999 1998 1997 - ------------------------------------------------------- Shares exercisable 590 682 749 Shares available for grant at end of year 307 61 164 ------------------ 10 12 Earl Scheib, Inc. Notes to Consolidated Financial Statements (Continued) (In thousands except per share data) - -------------------------------------------------------------------------------- The following table summarizes information about stock options outstanding: OPTIONS OUTSTANDING --------------------------------------------------- WEIGHTED WEIGHTED RANGE OF OUTSTANDING AVERAGE AVERAGE EXERCISE AT APRIL 30, REMAINING EXERCISE PRICE 1999 LIFE PRICE --------------------------------------------------- $4.50 - $ 5.50 675 8.6 $5.25 $5.51 - $ 6.50 100 3.8 $6.19 $6.51 - $11.23 337 6.5 $8.17 ----------- 1,112 ----------- OPTIONS EXERCISABLE - ----------------------------------------- WEIGHTED EXERCISABLE AT AVERAGE RANGE OF APRIL 30, EXERCISE EXERCISE PRICE 1999 PRICE - ----------------------------------------- $4.50 - $ 5.50 197 $5.17 $5.51 - $ 6.50 100 $6.19 $6.51 - $11.23 293 $8.26 ------------- 590 ------------- If the Company had followed SFAS No. 123, "Accounting for Stock-Based Compensation", in determining compensation cost from stock options, then the Company would have had a pro forma net income (loss) and earnings (loss) per share indicated below: APRIL 30, -------------------------- 1999 1998 1997 - ----------------------------------------------------- Net income (loss): As reported $ 56 $1,064 $1,102 Pro forma (453) 493 864 Net income (loss) per common share: As reported: Basic $ 0.01 $ 0.23 $ 0.24 Diluted 0.01 0.22 0.23 Pro forma: Basic (.10) 0.11 0.18 Diluted (.10) 0.10 0.18 Because options vest over several years and additional options are granted each year, the effects on pro forma net income and related per share amounts presented above are not representative of the effect for future years. The fair market value of stock options granted for purposes of the SFAS No. 123 compensation was determined by using the Black-Scholes option-pricing model and the following assumptions: a weighted average risk-free interest rate of 5.07%, 5.86% and 6.77% for fiscal 1999, 1998 and 1997, respectively; an expected life of 10 years; expected volatility of 34.1%, 32.6% and 32.8% in fiscal 1999, 1998 and 1997, respectively, and no expected dividend. The weighted-average fair value of the options issued by the Company in fiscal 1999, 1998 and 1997 was $2.97, $4.90 and $4.25, respectively. 6. Deferred Management Compensation In 1987, the Company adopted a non-qualified supplemental compensation plan (the "Plan") to provide benefits (including post retirement health care and death benefits) to certain employees who were officers or key employees of the Company prior to fiscal 1995 (admission to the plan was discontinued at the beginning of fiscal 1995). Participants share in the cost of the Plan by deferring a portion of their annual compensation for that purpose. Deferred compensation expense under the Plan for Fiscal 1999, 1998 and 1997 was $173, $180 and $358, respectively. The discount rate used in determining the actuarial present value of the projected benefit obligation was 7.0% for fiscal 1999, 1998 and 1997. Due to the compensation agreements having predetermined fixed dollar amounts of benefits, no rates of increase in future compensation were used. The table below sets forth the funded status and amounts recognized in the Company's consolidated financial statements for the supplemental compensation plan: APRIL 30, ----------------- 1999 1998 - -------------------------------------------------------- Change in benefit obligation Benefit obligation at beginning of year............................... 2,952 2,986 Service cost......................... 41 43 Interest cost........................ 191 196 Actuarial (gain) loss................ (34) 45 Benefits paid........................ (283) (318) ----------------- Benefit obligation at end of year.... 2,867 2,952 Change in plan assets Fair value of plan assets............ -- -- Funded status........................ (2,867) (2,952) Unrecognized prior service cost...... 540 599 Unrecognized (gain) loss............. 140 106 ----------------- Net amount recognized................ (2,187) (2,247) Amounts recognized in the statement of financial position consist of: Accrued benefit liability............ (2,867) (2,952) Intangible assets.................... 680 705 ----------------- Net amount recognized................ (2,187) (2,247) 11 13 Earl Scheib, Inc. Notes to Consolidated Financial Statements (Continued) (In thousands except per share data) - -------------------------------------------------------------------------------- YEAR ENDED APRIL 30, ------------------------ 1999 1998 1997 - -------------------------------------------------------- Weighted-average assumptions Discount rate................. 7% 7% 7% Components of net periodic benefit cost Service cost.................. 41 43 92 Interest cost................. 191 196 262 Amortization of prior service costs....................... (59) (59) 4 ------------------------ Net periodic benefit cost..... 173 180 358 The Company entered into whole life insurance contracts, to partially fund its obligations under the Plan. The Company was not obligated to enter into these contracts and is not required to use policy proceeds to pay for the Plan. As of April 30, 1999 and 1998, these contracts had cash surrender values of $1,780 and $1,642, respectively. 401(K) PLAN In 1999, the Company established a 401(k) Plan covering substantially all employees. Employees may elect to participate in the 401(k) Plan, provided that they meet certain eligibility requirements. Voluntary employee contributions are limited to 15 percent (up to a maximum of $10,000) of compensation. Subject to the vesting schedule, Company contributions, equal to 50 percent of the first 4 percent of employee contributions are distributed ("matched") at the end of each calendar year to participants then employed. As of April 30, 1999 the Company accrued contributions of $31. 7. Long-term Debt APRIL 30, ------------- 1999 1998 - ----------------------------------------------------- Loans against life insurance policy cash surrender value................ $1,684 $ -- Note payable to bank.................. 226 -- Capital leases........................ 106 221 ------------- $2,016 $221 ====== ==== Loans against life insurance policy cash surrender values bear interest at a variable rate (currently 7%) with interest payable annually. The principal is not due until such time as the policies are surrendered. Management does not expect to pay these loans in Fiscal 2000. The note payable to a bank is secured by a long-term receivable from a state agency. Interest, at prime rate (8% as of April 30, 1999), and principal are payable upon demand. Capital lease obligations relate to the purchase of computer equipment and bear interest at 3.54% to 11.5%. The long-term portion of the principal is due in Fiscal 2001. The Company has an agreement with a bank for a two-year $4,000 unsecured line of credit. At April 30, 1999 no balance was outstanding. 8. Commitments and Contingencies The Company has an agreement with its bank to finance a letter of credit facility under which the bank has issued approximately $2,194 in standby letters of credit at April 30, 1999. The letters of credit are in favor of the Company's insurance carrier and secure the unfunded portion of the Company's estimated worker's compensation insurance liabilities. The Company is involved in several legal proceedings and claims as well as environmental matters which arise in the ordinary course of its business. Management believes that the amount of ultimate liability with respect to these matters should not materially affect the Company's financial statements. 12 14 Report of Independent Public Accountants "To the Shareholders of Earl Scheib, Inc.: "We have audited the accompanying consolidated balance sheet of Earl Scheib, Inc. (a Delaware corporation) and subsidiaries as of April 30, 1999, and the related consolidated statement of operations, shareholders' equity and cash flow for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. "We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. "In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Earl Scheib, Inc. and subsidiaries as of April 30, 1999, and the results of its operations and its cash flow for the year then ended in conformity with generally accepted accounting principles." /s/ ARTHUR ANDERSEN LLP Los Angeles, California July 27, 1999 13 15 Earl Scheib, Inc. Selected Financial Data (Dollars in thousands except per share data) YEAR ENDED APRIL 30, ----------------------------------------------------------- 1999 1998 1997 1996 1995 - --------------------------------------------------------------------------------------------------------------- RESULTS OF OPERATIONS Net sales $55,013 $50,839 $48,348 $43,981 $47,288 Net income (loss) 56 1,064 1,102 895 (5,553) Per share: Earnings -- Basic 0.01 0.23 0.24 0.20 (1.22) Earnings -- Diluted 0.01 0.22 0.23 0.19 (1.22) Cash dividends declared -- -- -- -- -- FINANCIAL POSITION Property and equipment, net $21,089 $19,375 $18,012 $18,040 $14,868 Total assets 31,861 31,486 29,450 28,510 29,502 Long-term liabilities 5,314 3,584 3,779 3,809 3,600 Shareholders' equity 18,639 20,435 19,253 18,056 17,161 Number of shops at the end of the year 174 163 158 160 164 - --------------------------------------------------------------------------------------------------------------- Selected Quarterly Financial Data (Unaudited) The following table sets forth unaudited operating data for each of the specified quarters of fiscal years 1999 and 1998. This quarterly information has been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, contains all adjustments necessary to state fairly the information set forth herein. FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER - ------------------------------------------------------------------------------------------------------------ (in thousands, except per share data) For the Fiscal Year Ended April 30, 1999 Revenues $15,903 $14,765 $ 9,895 $14,450 Gross profit 5,180 4,459 1,287 3,419 Net income (loss) 1,006 587 (1,193) (344) Basic earnings (loss) per share 0.22 0.13 (0.27) (0.08) Diluted earnings (loss) per share 0.21 0.13 (0.27) (0.08) For the Fiscal Year Ended April 30, 1998 Revenues $14,755 $13,900 $ 8,490 $13,694 Gross profit 5,118 4,298 895 3,480 Net income (loss) 1,461 709 (1,222) 116 Basic earnings (loss) per share 0.32 0.15 (0.27) 0.03 Diluted earnings (loss) per share 0.31 0.15 (0.27) 0.02 - ------------------------------------------------------------------------------------------------------------ (Notes to selected quarterly financial data) The variation in net income and earnings per share between the fourth quarter of fiscal 1999 and the fourth quarter of fiscal 1998 is due to (1) a decrease in same shop sales in the fiscal 1999 fourth quarter, (2) an increase in legal fees due to defense and settlement of litigation and (3) significantly higher workers compensation accruals compared to the prior period. 14 16 Earl Scheib, Inc. - -------------------------------------------------------------------------------- Market Information Earl Scheib, Inc. is listed and traded on the America Stock Exchange under the ticker symbol "ESH". As of April 30, 1999, there were approximately 251 holders of record of the Company's stock according to records maintained by the Companys transfer agent. The high and low sales prices of the stock for each of the fiscal quarters of 1999 and 1998 are as follows: 1999 1998 - -------------------------------------------------------------------------------------------------- 1ST 2ND 3RD 4TH 1ST 2ND 3RD 4TH QTR. QTR. QTR. QTR. QTR. QTR. QTR. QTR. - -------------------------------------------------------------------------------------------------- High $9 1/4 $7 $6 $6 1/2 $7 9/16 $9 3/8 $9 1/4 $9 5/8 Low 6 3/ 4 3/ 4 3/ 4 3/ 5 1/ 6 5/1 7 1/ 8 1/ - -------------------------------------------------------------------------------------------------- No dividends were paid in either fiscal 1999 or 1998. "Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995 The statements which are not historical facts contained in this Annual Report are forward looking statements that involve risks and uncertainties, including, but not limited to, the effect of weather, the effect of economic conditions, the impact of competitive products, services and pricing, capacity and supply constraints or difficulties, changes in laws and regulations applicable to the Company, the impact of Year 2000 hardships, the impact of the Company's new EuroPaint(R), the impact of advertising and promotional activities, the impact of the Company's expansion and fleet sales, the potential adverse effects of certain litigation and the impact of various tax positions taken by the Company. 15 17 Directors and Executive Officers Directors Philip W. Colburn Chairman of the Board Christian K. Bement President and Chief Executive Officer of the Company Stuart D. Buchalter Of Counsel Buchalter, Nemer, Fields & Younger David Eisenberg Chief Executive Officer Let's Talk Cellular & Wireless Alexander L. Kyman Business and Financial Consultant Donald R. Scheib Retired Daniel A. Seigel Business Consultant Executive Officers Christian K. Bement President and Chief Executive Officer James E. Smith Vice President Shop Operations David I. Sunkin Vice President and General Counsel, Secretary Registrar and Transfer Agent Continental Stock Transfer & Trust Co. New York, NY Corporate Counsel Buchalter, Nemer, Fields & Younger A Professional Corporation Los Angeles, California Auditors Arthur Andersen LLP Los Angeles, California Major Facilities Corporate Office 8737 Wilshire Boulevard Beverly Hills, California 90211-2795 Manufacturing and Warehousing Earl Scheib Automotive Paint Finishes, Inc. 1940 East Trafficway Springfield, Missouri 65802-2297 Annual Meeting of Shareholders The annual meeting of Earl Scheib, Inc. will be held at 10:00 AM (PDT) on Thursday, September 2, 1999, at the Hotel Nikko, 465 So. La Cienega Blvd., Los Angeles, CA 90048. All Shareholders are cordially invited to attend. Shareholders of record on July 16, 1999, are entitled to vote. This annual report has been prepared by management for the information of the Shareholders and employees of the Company and is not intended to be used in connection with any sale, offer to sell, or solicitation of an offer to purchase any securities of the Company. Form 10-K A copy of the Companys Annual Report to the Securities and Exchange Commission on Form 10-K may be obtained at no cost upon written request to: Corporate Secretary Earl Scheib, Inc. 8737 Wilshire Boulevard Beverly Hills, California 90211-2795 Stock Listing Earl Scheib, Inc. is listed and traded on the American Stock Exchange (Symbol: "ESH"). 16