-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BEMcvnKeIXTgBEBVi/JKBlSrl8xm6Sye7FsOKo4yVtHbD+OQqnkrt3D1jcs1Jjpa WYlfq1IzH6hMqCyuuzObfg== 0001010549-99-000119.txt : 19990517 0001010549-99-000119.hdr.sgml : 19990517 ACCESSION NUMBER: 0001010549-99-000119 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENBRIAR CORP CENTRAL INDEX KEY: 0000105744 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 752399477 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-08187 FILM NUMBER: 99624628 BUSINESS ADDRESS: STREET 1: 4265 KELLWAY CIRCLE CITY: ADDISON STATE: TX ZIP: 75244 BUSINESS PHONE: 2144078400 MAIL ADDRESS: STREET 1: 4265 KELLWAY CIRCLE CITY: ADDISON STATE: TX ZIP: 75244 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL RESOURCE COMPANIES OF AMERICA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESPAC INVESTORS TRUST DATE OF NAME CHANGE: 19900605 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended March 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-8187 Greenbriar Corporation (Exact name of Registrant as specified in its charter) Nevada 75-2399477 (State or other jurisdiction of (IRS Employer Incorporation or organization) Identification No.) 4265 Kellway Circle, Addison, Texas 75001 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 407-8400 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered Common Stock, $.01 par value American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] The aggregate market value of the voting stock held by non-affiliates of the issuer, computed by reference to the closing sales price on March 31, 1999, was approximately $5,218,000. At May 12, 1999, the issuer had outstanding approximately 6,733,000 shares of par value $.01 Common Stock.
GREENBRIAR CORPORATION Index to Quarterly Report on Form 10-Q Period ended March 31, 1998 Part I: Financial Information.....................................................................................3 ITEM 1: FINANCIAL STATEMENTS...................................................................................3 Consolidated Balance Sheets..................................................................................3 Consolidated Statements Of Operations........................................................................5 Consolidated Statements Of Cash Flow.........................................................................6 Notes To Consolidated Financial Statements...................................................................7 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............................................................10 Three month period ended March 31, 1999 compared to three month period ended March 31, 1998.................11 Liquidity and Capital Resources.............................................................................12 Year 2000...................................................................................................13 Effect of Inflation.........................................................................................14 Forward Looking Statements..................................................................................14 Part II: Other Information.......................................................................................15
2 PART I: FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS - ---------------------------- Greenbriar Corporation Consolidated Balance Sheets (Amounts in thousands) March 31, December 31, Assets 1999 1998 (Unaudited) Current Assets Cash And Cash Equivalents $ 4,644 $ 6,024 Accounts Receivable-Trade 732 448 Other Current Assets 1,649 1,851 -------- -------- Total Current Assets 7,025 8,323 Real Estate Operations Held For Sale, At Lower Of Cost Or Market 992 1,000 Deferred Income Tax Benefit 4,750 4,750 Investment In Securities, At Cost 2,046 2,046 Mortgage Note Receivable, Net Of Deferred Gain Of $3,083 3,617 3,617 Property And Equipment, At Cost Land And Improvements 11,249 11,651 Buildings And Improvements 81,392 84,097 Equipment And Furnishings 6,080 5,996 -------- -------- 98,721 101,744 Less Accumulated Depreciation 8,619 7,921 -------- -------- 90,102 93,823 Deposits 3,196 3,422 Goodwill And Other Intangibles 12,349 12,511 Other Assets 832 861 -------- -------- $124,909 $130,353 ======== ======== 3
Greenbriar Corporation Consolidated Balance Sheets - Continued (Amounts in thousands) March 31, December 31, Liabilities And Stockholders' Equity 1999 1998 (Unaudited) Current Liabilities Current Maturities Of Long-Term Debt $ 2,168 $ 2,278 Accounts Payable - Trade 586 1,787 Accrued Expenses 2,167 2,471 Other Current Liabilities 1,491 1,266 --------- --------- Total Current Liabilities 6,412 7,802 Mortgage Notes Collateralized By Real Estate Held For Sale 881 883 Long-Term Debt 55,333 58,154 Financing Obligations 10,815 10,815 Other Long Term Liabilities 893 862 --------- --------- Total Liabilities 73,884 78,516 Preferred Stock Redemption Obligation 22,980 21,748 Stockholders' Equity Preferred Stock 289 289 Common Stock $.01 Par Value; Authorized, 20,000 Shares; Issued And Outstanding, 7,514 Shares 76 76 Additional Paid-In Capital 63,788 64,261 Accumulated Deficit (34,191) (32,170) --------- --------- 29,962 32,456 Less Stock Purchase Notes Receivable (Including $2,250 From Related Parties) (2,367) (2,367) --------- --------- 27,595 30,089 --------- --------- $ 124,909 $ 130,353 ========= =========
4
Greenbriar Corporation Consolidated Statements Of Operations (Amounts in thousands, except per share data) For The Three Month Period Ended March 31, 1999 1998 -------- -------- (Unaudited) Revenue Assisted living operations $ 10,159 $ 14,033 Other -- 40 -------- -------- 10,159 14,073 Operating Expenses Assisted living community operations $ 6,094 $ 9,563 Lease expense 1,285 2,544 Depreciation and amortization 1,014 1,129 Corporate general and administrative 1,095 1,529 -------- -------- 9,488 14,765 -------- -------- Operating income (loss) 671 (692) Other income (expense) Interest and dividend income $ 158 $ 326 Interest expense (1,439) (1,736) Other 145 (365) -------- -------- (1,136) (1,775) -------- -------- Loss before income taxes (465) (2,467) Income tax benefit -- (974) -------- -------- Net loss (465) (1,493) Preferred stock dividend requirement (1,169) (1,012) Loss allocable to common stockholders (1,634) (2,505) ======== ======== Net loss per common share - basic and diluted $ (0.22) $ (0.34) Weighted average number of common and equivalent shares outstanding 7,275 7,310
5
Greenbriar Corporation Consolidated Statements Of Cash Flow (Amounts in thousands) For the three month Period Ended March 31, 1999 1998 ----------- ----------- (Unaudited) (Unaudited) Cash flows from operating activities Net loss $ (465) $ (1,493) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 1,014 1,129 Changes in operating assets and liabilities Accounts receivable (284) (883) Deferred income taxes -- (974) Other current and non-current assets 310 (2,017) Accounts payable and other liabilities (678) (490) -------- -------- Net cash used in operating activities (103) (4,728) -------- -------- Cash flows used in investing activities Purchase of property and equipment (428) (326) -------- -------- Net cash provided by (used in) investing ......activities (428) (326) Cash flows from financing activities Proceeds from borrowings 76 14,680 Payments on debt (409) (18,965) Dividends on preferred stock (405) (362) Issuance of preferred stock -- 22,000 Distributions to minority partners (111) -- -------- -------- Net cash (used in)provided by financing ......activities (849) 17,353 -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,380) 12,299 Cash and cash equivalents at beginning of period 6,024 23 -------- -------- Cash and cash equivalents at end of period $ 4,644 $ 12,322 ======== ========
6 Notes To Consolidated Financial Statements For the Unaudited Three Months Ended March 31, 1999 and 1998 Note A: Basis of Presentation The accompanying unaudited consolidated financial statements include the accounts of Greenbriar Corporation and its majority-owned subsidiaries (collectively, "the Company"). All significant inter-company transactions and accounts have been eliminated. The statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and, accordingly, do not include all of the information and footnotes required by generally accepted accounting principles. These financial statements have not been examined by independent certified public accountants, but in the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of consolidated results of operations, consolidated financial position and consolidated cash flows at the dates and for the periods indicated, have been included. Operating results for the three month period ended March 31, 1999 are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. Note B: Disposition of Real Estate Held For Sale At January 1, 1998 the Company owned three shopping centers in Georgia. While all the centers are profitable, they do not fit into the Company's long range strategic plans and commitment to the assisted living industry. In June 1998, the Company sold one of the shopping centers for approximately $1.5 million dollars. The Company is actively attempting to sell the remaining two centers which as of March 31, 1999, have an aggregate book value of $992,461. See Management's Discussion And Analysis Of Financial Condition And Results Of Operations for additional information regarding the disposition of real estate. 7
Note C: Long-Term Obligations Long-term debt is comprised of the following (in thousands): March 31, December 31, 1999 1998 ---- ---- Notes payable to financial institutions maturing through 2018; fixed and variable interest rates ranging from 7.5% to 11.75%; collateralized by property, fixtures, equipment and the assignment of rents $ 29,363 $ 32,176 Notes payable to individuals and companies maturing through 2022; variable and fixed interest rates ranging from 7% to 12% collateralized by real property, personal property, fixtures, equipment and the assignment of rents 4,604 4,741 Note payable to the Redevelopment Agency of the City of Corona, California, payable into a sinking fund semi-annually in increasing amounts from $65 to $420 through May 1, 2015; variable interest rate of 5.4% at March 31, 1999; collateralized by personal property, land, fixtures and rents 7,310 7,310 Mortgage note payable to a financial institution maturing in 2007; bearing interest at 11.35%; collateralized by property and equipment 13,974 14,028 Other 2,250 2,177 -------------- -------------- 57,501 60,432 Less: current maturities 2,168 2,278 -------------- -------------- $ 55,333 $ 58,154 ============== ==============
The Company operates two communities that are financed through sale-leaseback obligations. At the end of the tenth year of the fifteen-year leases (March 31, 2004), the Company has options to repurchase the communities for the greater of the sales prices or their current replacement costs less depreciation plus land at current fair market values. Accordingly, these transactions have been accounted for as financings, and the Company has recorded the proceeds from the sales as financing obligations, classified the lease payments as interest expense and continues to carry the communities and record depreciation. 8
Note D: Preferred Stock The following summarizes the various classes of preferred stock at December 31, 1998, and March 31, 1999. (amounts in thousands except per share data): Series B cumulative convertible preferred stock, $.10 par value; liquidation value of $100; authorized, 100 shares; issued and outstanding, 1 share $ 1 Series D cumulative convertible preferred stock, $.10 par value; liquidation value of $3,375; authorized, issued and outstanding 675 shares 68 Series F voting cumulative convertible preferred stock, $.10 par value; liquidation value of $14,000; authorized, issued and outstanding, 1,400 shares 140 Series G cumulative convertible preferred stock, $.10 par value; liquidation value of $8,000; authorized, issued and outstanding, 800 shares 80 --------- $289 =========
The Series B preferred stock has a liquidation value of $100 per share and is convertible into common stock over a ten-year period at prices escalating from $25.00 per share in 1993 to $55.55 per share by 2001. Dividends at a rate of 6% are payable in cash or preferred shares at the option of the Company. The Series D preferred stock has a liquidation value of $5 per share and is convertible into common stock at $10.00 per share. Cumulative dividends are payable in cash at a rate of 9.5%. The Series F voting preferred stock has a liquidation value of $10.00 per share and each share is convertible into .57 shares of common stock. The Series F Shareholders have the rights, as a class, to elect one member of the Company's board of directors and to approve or reject certain transactions, including any mergers or spin-offs involving the Company. The holder has the option to convert beginning in January 2000 and must convert by January 2001. Dividends are payable in cash at a rate of 6%. The Series G preferred stock has a liquidation value of $10.00 per share and each share is convertible into .57 shares of common stock.The holder has the option to convert beginning in January 2000 and must convert by January 2001. Dividends are payable in cash at a rate of 6%. The Series F and Series G preferred shares were sold to one investor in December 1997, for $22,000,000, less selling and offering costs of $716,000. In connection with the sale, the Company entered into an agreement which provides that, on the date of conversion, if the value of the Company's common stock has not increased at an annual rate of at least 14% during the period the preferred shares are outstanding, the Company is required to make a Cash Payment (the Cash Payment) to the preferred stockholders equal to the market price deficiency on the shares received upon conversion. 9 See Item 2, Liquidity and Capital Resources for additional information regarding Series F and G preferred shareholders. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ----------------------------------------------------------- Overview During 1994 the Company began a series of steps to focus its business on the development, management and ownership of assisted living communities. The Company's historical businesses during the past five years have included ownership and operation of skilled nursing and retirement centers, real estate investments and manufacture and leasing of electric convenience vehicles and wheelchairs. The nursing and retirement centers and convenience vehicle businesses have been sold and the real estate investments are being liquidated. The Company began ito develop its assisted living business in 1994, began construction of its first assisted living community in July 1995, and opened that community to residents on May 30, 1996. In order to increase the Company's presence in the assisted living industry and create geographic diversity and obtain experienced personnel, the Company acquired Wedgwood Retirement Inns, Inc. (Wedgwood) in March 1996, American Care Communities, Inc. (American Care) in December 1996, Windsor Group LLC (Windsor) in October 1997 and Villa Residential Care Homes, Inc. (Villa) in December 1997. At December 31, 1997 the Company operated 55 communities which were owned, leased or managed for third parties. During the third quarter of 1998 the Company made several strategic decisions as to its future direction. It was decided that the Company redirect itself with the following objectives: o Terminate existing management contracts under which the Company managed communities for a fee. As of January 1, 1998 the company had 2 such contracts. o Reduce the percentage of residents in the Company's communities who were dependent on direct assistance from governmental agencies for payment of their fees. As of January 1, 1998 approximately 50% of the residents at the Company's communities received government assistance. o Move toward direct ownership of the communities operated by the Company as opposed to long term lease arrangements. As of January 1, 1998 approximately 50% of the Company's communities were operated under long-term lease arrangements. o Divestiture of communities with limited future profit potential or geographic locations that were isolated from other Company operations. 10 As of December 31, 1998 the Company had terminated its management contracts to manage for others and reduced to 31 the number of Communities that it operated. The Company owns or has current options to purchase all but five of its communities. The percentage of residents who are private pay is approximately 90%. Three month period ended March 31, 1999 compared to three month period ended March 31, 1998. Revenues and Operating Expenses from Assisted Living Operations Revenues were $10,159,000 for the three months ended March 31, 1999 as compared to $14,073,000 for the three months ended March 31, 1998. Community operating expenses, consisting of assisted living community expenses, lease expense and depreciation and amortization, were $8,393,000 for the three months ended March 31, 1999 as compared to $13,236,000 for the three months ended March 31, 1998. The decrease in both revenue and operating expenses is a result of the disposition of twenty-two communities during 1998. The revenues and related operating expenses for these twenty-two communities for the three months ended March 31, 1998 were $4,888,000 and $5,330,000. Corporate General and Administrative Expenses General and administrative expenses were $1,095,000 for the three months ended March 31, 1999 compared to $1,529,000 for the three months ended March 31, 1998. The decrease in the three month expense is a result of reorganization of the regional and corporate office that resulted in the elimination of one of the regional offices and a reduction in Corporate staff in the third quarter of 1998. Interest and Dividend Income Interest and dividend income for the three months ended March 31, 1999 was $158,000 compared to $326,000 for the comparable period in 1998. In the first quarter of 1998, the Company received proceeds from the sale of preferred stock of $22,000,000. These funds were used during 1998 to fund operations and pay down debt. The decrease in interest and dividend income in 1999 is due to less cash available for investment purposes. Interest Expense Interest expense for the three months ended March 31, 1999 was $1,439,000 compared to $1,736,000 for the comparable period in 1998. The decrease in interest expense is reflective of the sale of an owned community in third quarter of 1998 as well as the payoff of approximately $2,500,000 of debt during 1998. 11 Other Income (Expense) Other income (expense) for the three months ended March 31, 1999, was $145,000 compared to ($365,000) for the same period in 1998. The income in 1999 is a result of a favorable settlement with a former employee regarding an employment agreement that was accrued for in 1998. The losses recorded in 1998, are attributable to losses on the sales of assets. Liquidity and Capital Resources At March 31, 1999, the Company had working capital of $613,000. In December 1997 the Company sold Series F and Series G preferred shares for $22,000,000 less selling and offering costs of $716,000. In connection with the sale, the Company entered into an agreement which provides that, on the date of conversion, if the value of the Company's common stock has not increased at the annual rate of at least 14% during the period the preferred shares are outstanding, the Company is required to make a cash payment ("Cash Payment") to the preferred stockholders equal to the market price deficiency on the shares received upon conversion. The 14% guaranteed return is being accreted by a charge to accumulated deficit. The amount of the Cash Payment that would be required assuming conversion at each balance sheet date will be transferred from stockholders equity to temporary equity. At March 31, 1999, a Cash Payment of $25,727,000 would have been due assuming conversion took place. The Series F & G preferred stockholders have the option to convert beginning in January 2000. The Company has no information as to whether or not such early conversion will occur. Further, any Cash Payment that might be required will be determined by price of the Company's common stock when such conversion occurs. Should the Series F & G preferred stockholders elect to convert in January 2000 and should the price of the Company's common stock remain the same as is was on March 31, 1999, the Cash Payment obligation as of January 2000 would be approximately $ 25,000,000. The Company is proceeding with a plan to refinance its existing portfolio of Communities. At current interest rates and property values the Company believes it can refinance its existing Communities and, if necessary, also sell certain Communities to obtain sufficient cash to meet the potential Cash Payment. In addition the Company will seek out additional third party financing. While the Company believes it will be able to meet any potential Cash Payment requirement there can be no assurance that the Company's plan will be successful. At March 31, 1999 and since the date of issuance of the Series F and G preferred stock, the Company was not in compliance with one of the financial ratio covenants of the stock purchase agreement. The Company believes this situation stems from a computational mistake that was made at the time this particular ratio test was originally determined. 12 The Company has brought this mistake to the attention of the representative of the preferred shareholder and anticipates that the ratio will be modified to reflect the original intentions of the parties. The representatives have not indicated to the Company that they consider that a default has occurred. However, an event of default (1) permits the holder to elect a number of persons to the board of directors that will constitute 70% of the board, (2) gives the holder, upon giving the Company written notice of an event of default, the right (Put Right) to require the Company to repurchase, "out of funds legally available therefor," any or all of the preferred stock for an amount equal to the liquidation value ($22,000,000 in the aggregate) plus accumulated but unpaid dividends, plus a premium of 20%, and (3) entitles the holder to additional dividends of $1.20 per share (an aggregate of $660,000 per quarter). Any additional dividends paid pursuant to this provision would reduce the amount of the Cash Payment resulting from the aforementioned 14% guaranteed return. Future development activities of the Company are dependent upon obtaining capital and financing through various means, including financing obtained from sale/leaseback transactions, construction financing, long-term state bond financing, debt or equity offerings and, to the extent available, cash generated from operations. There can be no assurance that the Company will be able to obtain adequate capital to finance its projected growth. Year 2000 The Company has assessed the potential impact of Year 2000 ("Y2K") issues as regards its business, results of operations and financial condition. Critical information systems and equipment are purchased from third party vendors and each has assured the Company that its particular component is Y2K compliant. Internal tests have confirmed these assessments. The Company is evaluating other Y2K implications associated with the infrastructure of its individual communities such as HVAC, security, elevator and community specific utility systems and believes it will have substantially completed any remediation needed by the end of the second quarter of 1999. Y2K's potential impact on the Company's operations is also dependent on third party vendors for such services as utilities, banking services and food. Communication with the significant providers of these services has been initiated but it is not possible, at present, to project the effect on the Company if third party remediation efforts are not successful. While the Company expects to adequately resolve all Y2K issues, a "reasonably likely worst case" scenario would include supplier disruption, potential delay in state reimbursement programs and minor utility disruptions. The Company intends to address the possible consequences of these issues through community-specific contingency plans and a prudent level of liquidity. Although the Company cannot quantify the potential effect of Y2K issues on its operating results, liquidity or financial position it is reasonably certain that the total cost of compliance will not be material and can easily be funded through operating cash flows as problems are incurred. 13 Effect of Inflation The Company's principal sources of revenues are from resident fees from Company-owned or leased assisted living communities and management fees from communities operated by the Company for third parties. The operation of the communities is affected by rental rates that are highly dependent upon market conditions and the competitive environment in the areas where the communities are located. Compensation to employees is the principal cost element relative to the operations of the communities. Although the Company has not historically experienced any adverse effects of inflation on salaries or other operating expenses, there can be no assurance that such trends will continue or that should inflationary pressures arise that the Company will be able to offset such costs by increasing rental rates or management fees. Forward Looking Statements Certain statements included in this Management's Discussion and Analysis are forward looking statements that predict the future development of the Company. The realization of these predictions will be subject to a number of variable contingencies and there is no assurance that they will occur or be realized in the time frame proposed. The risks associated with the potential actualization of the Company's plans include: contractor delays, the availability and cost of financing, availability of managerial oversight and regulatory approvals, to name a few. 14 PART II: OTHER INFORMATION Not applicable 15 Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by undersigned, thereunto duly authorized. Greenbriar Corporation Date: May 12, 1999 By: /s/ Gene S. Bertcher ------------------------ Executive Vice President Chief Financial Officer EX-27 2 FDS --
5 This schedule contains summary financial information extracted from the Form 10-Q unaudited consolidated balance sheet as of March 31, 1999 and the unaudited consolidated statement of earnings for the three month period ended March 31, 1999 and is qualified in its entirety by reference to such financials statements. 0000105744 Greenbriar Corporation 1 US DOLLARS 3-MOS Dec-31-1999 Jan-01-1999 Mar-31-1999 1 4,644 0 732 0 0 7,025 98,721 8,619 124,909 6,412 55,333 0 289 76 27,230 124,909 0 10,159 0 9,488 0 0 1,439 (465) 0 0 0 0 0 (465) (.22) 0
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