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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 1-4822
EARL SCHEIB, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 95-1759002
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8737 WILSHIRE BOULEVARD
BEVERLY HILLS, CALIFORNIA 90211-2795
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 652-4880
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
As of September 5, 2000, the registrant had 4,803,311 shares of its Capital
Stock, $1.00 par value issued and 4,358,682 shares outstanding.
This report contains a total of 8 pages.
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PART I-FINANCIAL INFORMATION
EARL SCHEIB, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except for stock amounts)
<TABLE>
<CAPTION>
UNAUDITED
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JULY 31, APRIL 30,
2000 2000
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<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 1,685 $ 602
Accounts receivable, less allowances of $52 at
July 31, and $51 at April 30, 2000 193 227
Inventories 2,019 1,934
Prepaid expenses and other current assets 2,164 2,514
Deferred income taxes 892 892
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Total Current Assets 6,953 6,169
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Property, plant and equipment, less accumulated
depreciation and amortization 19,204 19,530
Deferred income taxes 1,719 1,719
Other, primarily cash surrender value
of life insurance 2,216 2,197
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Total Assets $ 30,092 $ 29,615
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 935 $ 1,190
Current portion of long-term debt and obligations 263 326
Accrued expenses:
Payroll and related taxes 1,654 1,501
Insurance 1,594 1,451
Interest 895 800
Advertising 510 461
Other 1,145 1,268
Income taxes payable 1,044 1,160
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Total Current Liabilities 8,040 8,157
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Deferred management compensation 3,203 3,215
Long-term debt and obligations, net of current portion 1,683 1,683
Commitments and contingencies -- --
Shareholders' Equity:
Capital stock $1 par - shares authorized
12,000,000; 4,803,000 issued and 4,359,000
outstanding 4,803 4,803
Additional paid-in capital 6,756 6,756
Retained earnings 8,715 8,109
Treasury stock (3,108) (3,108)
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Total Shareholders' Equity 17,166 16,560
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Total Liabilities and Shareholders' Equity $ 30,092 $ 29,615
========= =========
</TABLE>
The accompanying Notes are an integral part
of these condensed consolidated balance sheets.
2
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EARL SCHEIB, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JULY 31,
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2000 1999
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<S> <C> <C>
Net sales $ 15,536 $ 15,759
Cost of sales 11,184 11,342
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Gross profit 4,352 4,417
Selling, general & administrative
expense 3,801 3,733
Shop closing expense 5 8
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Operating income 546 676
Other income (expense) 81 (119)
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Income before income taxes 627 557
Provision for income taxes 21 212
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Net income $ 606 $ 345
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Basic earnings per share $ 0.14 $ 0.08
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Diluted earnings per share $ 0.14 $ 0.08
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</TABLE>
The accompanying Notes are an integral part of
these condensed consolidated financial statements.
3
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EARL SCHEIB, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JULY 31,
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2000 1999
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<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 1,299 $ 488
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (496) (968)
Proceeds from disposals of property, plant and equipment 343 345
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Net cash used in investing activities (153) (623)
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NET CASH USED IN FINANCING ACTIVITIES - Principal
payments on long-term debt and obligations (63) (40)
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Net Increase (Decrease) In Cash And Cash Equivalents 1,083 (175)
Cash and Cash Equivalents, at Beginning of the Period 602 1,265
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Cash and Cash Equivalents, at End of the Period $ 1,685 $ 1,090
========== ==========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Income taxes paid $ 4 $ 31
Interest paid 10 26
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</TABLE>
The accompanying Notes are an integral part of
these condensed consolidated financial statements.
4
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EARL SCHEIB, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
NOTE 1. BASIS OF PRESENTATION
The condensed consolidated financial statements have been prepared by
Earl Scheib, Inc. (the "Company") without audit, in accordance with generally
accepted accounting principles. Pursuant to the rules and regulations of the
Securities and Exchange Commission, certain information and footnote
disclosures normally included in consolidated financial statements prepared
in accordance with generally accepted accounting principles have been omitted
or condensed. It is management's belief that the disclosures made are
adequate to make the information presented not misleading and reflect all
significant adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of financial position and results of
operations for the periods presented. The results of operations for the
periods presented should not be considered as necessarily indicative of
operations for the full year due to the seasonality of the Company's
business. It is recommended that these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements
and the notes thereto included in the Company's Annual Report on Form 10-K
for the year ended April 30, 2000.
Certain reclassifications have been made to prior period financial
statements to conform to the current period presentation.
NOTE 2. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
UNAUDITED
JULY 31, APRIL 30,
2000 2000
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<S> <C> <C>
Paint and related supplies $ 1,960 $ 1,929
Raw materials 561 507
LIFO reserve (502) (502)
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Total inventories $ 2,019 $ 1,934
========= ==========
</TABLE>
NOTE 3. INCOME TAXES
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 during the year ended April 30, 1997. The amount of the 1997
refund was $1,845. The Company is protesting the IRS's position. The potential
for the disallowance of the refund and substantially all of the interest through
July 31, 2000 relating to the disallowance, are accrued in the Company's
consolidated financial statements. If the Company does not sustain its tax
position with the IRS, the net operating loss carryforward would be available to
offset federal income taxes in future years.
NOTE 4. UNSECURED LINE OF CREDIT FACILITY
In January 1999, the Company entered into an agreement with a bank for a
two-year $4,000 unsecured line of credit. The Company is exposed to interest
rate risk under this line of credit as borrowings bear interest at the bank's
prime rate or LIBOR, as defined. As of July 31, 2000, the Company had no balance
outstanding under this credit facility; however, it was in noncompliance with
certain of the financial covenants in the credit agreement. On August 23, 2000,
the bank waived these events of noncompliance through July 31, 2000.
NOTE 5. COMMITMENTS AND CONTINGENCIES
The Company is a defendant in a lawsuit filed in Los Angeles, California in
March 2000. The lawsuit essentially alleges that the Company, in California,
failed to pay overtime benefits to shop managers and assistant managers and made
unlawful deductions from the compensation of certain managers and assistant
managers. The applicable law provides for up to a four-year statute of
limitations and the plaintiff is seeking class certification in this case. In
June 2000, after oral arguments, the Court denied plaintiff's motion for a
court-issued precertification notice to the potential class and stated it will
require plaintiff to move for class certification. The Company intends to
vigorously defend against this action, but at this point the ultimate outcome of
this matter cannot be determined with certainty.
The Company is involved in several other legal proceedings and claims which
arise in the ordinary course of its business.
5
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Management believes that the ultimate liability with respect to these legal
matters should not materially affect the Company's financial position.
NOTE 6. EARNINGS PER SHARE
The weighted average number of shares used to calculate basic earnings per
share was 4,359,000 for each of the quarters ended July 31, 2000 and 1999. The
weighted average number of shares used to calculate diluted earnings per share
was 4,359,000 and 4,360,000 for the quarters ended July 31, 2000 and 1999,
respectively.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Dollars in thousands)
QUARTER ENDED JULY 31, 2000 ("FIRST QUARTER OF FISCAL 2001") COMPARED TO THE
QUARTER ENDED JULY 31, 1999 ("FIRST QUARTER OF FISCAL 2000")
Net sales for the First Quarter of Fiscal 2001 decreased by $223, or 1.4%,
compared to the First Quarter of Fiscal 2000. This was primarily due to the
decrease in same shop (shops open one year or more) sales of $106, or 0.7%, and
the loss of sales from a net six shops closed since the First Quarter of Fiscal
2000 ($139), partially offset by a higher ticket average during the First
Quarter of Fiscal 2001 compared to the First Quarter of Fiscal 2000.
The gross profit margin percentage of net sales remained at 28.0% for both
the First Quarter of Fiscal 2001 and the First Quarter of Fiscal 2000.
Selling, general and administrative expenses increased by $68 in absolute
dollars in the First Quarter of Fiscal 2001 from the First Quarter of Fiscal
2000, and increased as a percentage of net sales by 0.8%. This is primarily due
to increased expenses totaling $158 related to the opening of the Company's
initial fleet and truck center during the First Quarter of Fiscal 2001 and the
establishment of the infrastructure for its commercial coatings business since
the First Quarter of Fiscal 2000, offset somewhat by administrative cost
reductions in the other business areas of the Company.
Other income (expense) is primarily comprised of gains or losses from the
sales of real estate and net interest expense. The net gain in the First Quarter
of Fiscal 2001 was $186 versus $6 in the First Quarter of Fiscal 2000. Net
interest expense was $105 in the First Quarter of Fiscal 2001 as compared to
$125 in the First Quarter of Fiscal 2000, and relates primarily to the accrual
of interest on the IRS's disallowance of a net operating loss carryback (which
has been appealed by the Company, as discussed in Note 3 to the Condensed
Consolidated Financial Statements) and life insurance loans.
The federal income tax provision was offset by the utilization of the net
operating loss carryforward available from the prior year. Due to income
allocation and state income tax laws, only part of the Company's income before
taxes in the First quarter of Fiscal 2001 was offset by the net operating loss
carryforward for state income tax purposes. The Company provided $21 in taxes
during the First Quarter of Fiscal 2001 for taxes in those states which were not
offset by the net operating loss carryforward.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements are based upon its seasonal working capital
needs and capital requirements for new shops, fleet and truck centers and for
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 July 31, 2000, the Company had current assets of $6,953 and current
liabilities of $8,040 for a net working capital deficit of $1,087. During the
First Quarter of Fiscal 2001, net cash provided by operating activities was
$1,299 compared with $488 in the First Quarter of Fiscal 2000. In the First
Quarter of Fiscal 2001, the Company had capitalized expenditures of $496,
financed primarily through cash flow from operations. The Company expects that
future cash flow from operations will be enhanced by these capital additions.
6
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The Company's long-term financial obligations consist of its deferred
management compensation plan and loans against various life insurance policies.
During the fiscal year ending April 30, 2001 ("Fiscal 2001"), the Company plans
to open one new shop and two additional large (15,000 to 20,000 square feet)
fleet and truck centers (depending on the performance of the first fleet
center), and perform various capital improvements for an estimated cost of $1.4
million.
In February 1999, the Company received a Notice of Disallowance from the IRS
disallowing a refund from a net operating loss carryback received during the
year ended April 30, 1997. The amount of the 1997 refund was $1,845. The Company
is protesting the IRS's position. The potential for the disallowance of the
refund and substantially all of the interest through July 31, 2000 relating to
the disallowance, are accrued in the Company's consolidated financial
statements. If the Company does not sustain its tax position with the IRS, the
net operating loss carryforward would be available to offset federal income
taxes in future years.
In January 1999, the Company entered into an agreement with a bank for a
two-year $4,000 unsecured line of credit. The Company is exposed to interest
rate risk under this line of credit as borrowings bear interest at the bank's
prime rate or LIBOR, as defined. As of July 31, 2000, the Company had no balance
outstanding under this credit facility; however, it was in noncompliance with
certain of the financial covenants in the credit agreement. On August 23, 2000,
the bank waived these events of noncompliance through July 31, 2000.
The Company currently owns 66 parcels of unencumbered real estate, including
the Company's headquarters and paint factory, which could be either sold or used
as security to obtain additional financing. The Company believes that it has the
liquidity and capital resources to met its cash needs for the foreseeable
future.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995
The Statements which are not historical facts contained in this Quarterly
Report on Form 10-Q 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 advertising and promotional
activities, the impact of the Company's expansion or closing of shops, new
product roll-out, fleet painting operations and commercial coatings business,
the potential adverse effects of certain litigation and the impact of various
tax positions taken by the Company.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On August 25, 2000, the Registrant held its Annual Meeting of Shareholders.
The only matter to be voted on was the election of directors.
(a) Election of directors:
<TABLE>
<CAPTION>
NOMINEE FOR AGAINST ABSTAIN
------- --------- ---------- ---------
<S> <C> <C> <C>
Christian K. Bement 4,078,347 46,275 0
Stuart D. Buchalter 4,078,347 46,275 0
Philip W. Colburn 4,078,347 46,275 0
David Eisenberg 4,078,347 46,275 0
Gregory J. Helm 4,078,347 46,275 0
Alexander L. Kyman 4,078,347 46,275 0
Daniel A. Seigel 4,078,347 46,275 0
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 Financial Data, Article 5 is filed herein.
(b) The Registrant was not required to file any Current Reports on Form 8-K
during the quarter ended July 31, 2000.
7
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EARL SCHEIB, INC.
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Registrant
SEPTEMBER 13, 2000 /s/ CHRISTIAN K. BEMENT
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Dated Christian K. Bement, President and
Chief Executive Officer
SEPTEMBER 13, 2000 /s/ CHARLES E. BARRANTES
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Dated Charles E. Barrantes, Vice President and
Chief Financial Officer
8
