<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
( ) 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 000-9812
GREASE MONKEY HOLDING CORPORATION
---------------------------------
(Exact name of small business issuer as specified in its charter)
UTAH 87-0321320
--------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
633 17th Street, Suite 400
Denver, Colorado 80202
----------------------
(Address of principal executive offices)
(303) 308-1660
--------------
(Issuer's telephone number)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Outstanding at
Class November 1, 1999
----------------------------- ----------------
Common Stock, $0.03 par value 4,690,518 shares
Transitional Small Business Disclosure Format Yes No X
----- -----
<PAGE>
GREASE MONKEY HOLDING CORPORATION
COMMISSION FILE NUMBER: 000-9812
QUARTER ENDED SEPTEMBER 30, 1999
FORM 10-QSB
<TABLE>
<S> <C>
PART I FINANCIAL INFORMATION
Consolidated Statements of Operations (unaudited).......................... Page 1
Consolidated Balance Sheets (unaudited).................................... Page 2
Consolidated Statements of Stockholders' Equity (Deficit) (unaudited)...... Page 4
Consolidated Statements of Cash Flows (unaudited).......................... Page 5
Notes to Consolidated Financial Statements (unaudited)..................... Page 7
Management's Discussion and Analysis or Plan
of Operation............................................................. Page 12
PART II OTHER INFORMATION
Legal Proceedings.......................................................... Page 19
Defaults Upon Senior Securities............................................ Page 20
Exhibits and Reports on Form 8-K........................................... Page 20
Signatures................................................................. Page 21
</TABLE>
ii
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- ----------------------------------
1999 1998 1999 1998
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Operating Revenue:
Royalty fees........................................... $ 834,102 766,172 2,245,516 2,285,969
Franchise sales - center openings...................... - 25,490 82,460 199,090
Product and equipment revenue.......................... 102,867 147,202 333,595 514,109
Sales by Company-owned Centers......................... 4,503,948 3,788,628 12,493,313 11,243,408
Leasing revenue........................................ 213,372 248,127 649,132 876,116
Other.................................................. 19,089 25,616 57,030 66,435
-------------- -------------- -------------- --------------
5,673,378 5,001,235 15,861,046 15,185,127
-------------- -------------- -------------- --------------
Operating Expenses:
Franchise costs - center openings...................... - 15,445 17,642 57,871
Product and equipment costs............................ 18,607 48,875 84,855 218,804
Company-owned Centers.................................. 3,516,186 3,162,933 9,917,571 9,427,520
Leasing expense........................................ 255,520 303,404 813,760 1,000,019
General and administrative expenses.................... 1,134,567 1,886,914 3,074,675 4,550,299
Loss on Arbitration Settlement......................... 630,000 - 630,000 -
Provision for credit losses............................ 27,256 92,555 100,649 184,220
Depreciation........................................... 203,758 184,381 570,470 522,474
Amortization........................................... 77,099 72,917 225,790 216,689
-------------- -------------- -------------- --------------
5,862,993 5,767,424 15,435,412 16,177,896
-------------- -------------- -------------- --------------
Operating income (loss).................................. (189,615) (766,189) 425,634 (992,769)
-------------- -------------- -------------- --------------
Other income (expense):
Gain (loss) on sale/disposition/closure of centers..... (778) (80,214) 10,771 (136,157)
Undeveloped franchise licenses canceled................ - 163,703 17,944 195,686
Interest income........................................ 4,999 3,247 14,507 24,567
Interest expense....................................... (226,962) (194,989) (687,980) (620,929)
-------------- -------------- -------------- --------------
(222,741) (108,253) (644,758) (536,833)
-------------- -------------- -------------- --------------
Net loss................................................. $ (412,356) (874,442) (219,124) (1,529,602)
============== ============== ============== ==============
Loss per common share (Note 5)........................... $ (0.09) (0.19) (0.07) (0.35)
============== ============== ============== ==============
Weighted average shares outstanding...................... 4,690,518 4,647,840 4,675,531 4,645,707
============== ============== ============== ==============
</TABLE>
1
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash.............................................................. $ 474,325 145,470
Accounts receivable, net of allowance for
doubtful accounts of $301,255 at September 30,
1999, and $471,571 at December 31, 1998......................... 539,281 742,169
Current portion of notes receivable, net.......................... 40,586 60,885
Current portion of net investment
in direct financing leases...................................... 205,522 183,775
Inventories....................................................... 660,482 647,530
Prepaid expenses and supplies..................................... 112,466 219,635
------------- ------------
TOTAL CURRENT ASSETS............................................ 2,032,662 1,999,464
------------- ------------
Property and Equipment:
Land.............................................................. 708,838 805,432
Buildings (including buildings under capital leases).............. 7,089,671 6,859,365
Furniture and fixtures............................................ 529,604 674,553
Leasehold improvements............................................ 837,948 823,657
Machinery and equipment .......................................... 1,955,163 1,883,693
------------- ------------
11,121,224 11,046,700
Less accumulated depreciation and
amortization.................................................... (4,581,510) (4,508,081)
------------- ------------
NET PROPERTY AND EQUIPMENT...................................... 6,539,714 6,538,619
------------- ------------
Other Assets:
Net investment in direct financing leases......................... 1,461,932 2,023,193
Notes receivable, net............................................. 66,690 81,919
Deferred franchising costs........................................ 93,191 113,819
Goodwill and covenants not to compete, net
of accumulated amortization of $1,525,205, at
September 30, 1999, and $1,373,453 at December
31, 1998........................................................ 2,258,949 2,322,422
Land held for development/resale.................................. 807,358 818,300
Other assets, net of accumulated amortization of
$118,793 at September 30, 1999, and $70,126 at
December 31, 1998............................................... 223,663 314,528
------------- ------------
TOTAL OTHER ASSETS.............................................. 4,911,783 5,674,181
------------- ------------
$ 13,484,159 14,212,264
============= ============
</TABLE>
(continued on next page)
2
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable.................................................. $ 1,005,857 1,674,175
Accrued salaries and wages........................................ 230,748 190,982
Other accrued liabilities......................................... 440,091 377,799
Current portion of long-term obligations.......................... 1,310,497 1,084,617
Current portion of obligations
under capital leases............................................ 544,089 479,844
------------- ------------
TOTAL CURRENT LIABILITIES....................................... 3,531,282 3,807,417
------------- ------------
Long-term Obligations............................................... 5,671,587 5,418,008
Obligations Under Capital Leases.................................... 5,377,282 5,801,910
Deferred Franchise Sales Revenue.................................... 374,193 467,253
Stockholders' Deficit:
Series C Preferred stock, stated value of $100.00 per
share, 20,896 shares issued and outstanding at
September 30, 1999 and December 31, 1998........................ 2,089,638 2,089,638
Common stock, par value $.03, 20,000,000
shares authorized, 4,690,518 and 4,647,880,
shares issued and outstanding at September 30,
1999 and December 31, 1998, respectively........................ 140,716 139,436
Capital in excess of par value.................................... 6,358,716 6,328,733
Accumulated deficit............................................... (10,059,255) (9,840,131)
------------- ------------
TOTAL STOCKHOLDERS' DEFICIT................................... (1,470,185) (1,282,324)
Commitments and Contingencies (Note 7)............................
------------- ------------
$ 13,484,159 14,212,264
============= ============
</TABLE>
3
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
<TABLE>
<CAPTION>
Preferred Stock Common Stock
----------------------- ---------------------------------------
Capital in
Number of Number of Excess of Accumulated
Shares Amount Shares Amount Par Value Deficit Total
--------- -------- --------- -------- ----------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1997...... 20,896 $ 2,089,638 4,633,570 $ 139,007 6,197,880 (7,810,283) 616,242
Issuance of common stock
pursuant to employee benefit
plan............................ - - 10,810 324 13,145 - 13,469
Issuance of common stock upon
exercise of employee stock
options......................... - - 3,500 105 1,708 - 1,813
Fair value of warrants issued..... - - - - 116,000 - 116,000
Net loss.......................... - - - - - (2,029,848) (2,029,848)
-------- ----------- ---------- ---------- --------- ----------- ----------
Balance at December 31, 1998...... 20,896 2,089,638 4,647,880 139,436 6,328,733 (9,840,131) (1,282,324)
Issuance of common stock
pursuant to employee benefit
plan............................ - - 42,638 1,280 29,983 - 31,263
Net loss.......................... - - - - - (219,124) (219,124)
-------- ----------- ---------- ---------- --------- ----------- ----------
Balance at September 30, 1999 20,896 $ 2,089,638 4,690,518 $ 140,716 6,358,716 (10,059,255) (1,470,185)
======== =========== ========== ========== ========= =========== ==========
</TABLE>
4
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss.............................................................. $ (219,124) (1,529,602)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Increase in deferred franchise sales revenue...................... 12,400 116,200
Franchise sales revenue recognized-center openings................ (82,460) (199,090)
Increase in deferred franchising costs............................ (2,070) (43,485)
Franchise costs recognized - center openings...................... 17,642 46,771
Provision for credit losses....................................... 100,649 184,220
Loss realized on sale/retirement of property and
equipment........................................................ 7,580 9,865
Depreciation and amortization..................................... 796,260 739,163
Undeveloped franchise licenses canceled........................... (17,944) (195,686)
Loss on sale/disposition/closure of centers....................... 11,472 107,267
Fair value of warrants issued..................................... 65,583 -
Impairment of asset value......................................... - 377,871
Loss on Arbitration Settlement.................................... 630,000 -
Accrual of Consultant Agreement/Severance
Agreements....................................................... - 216,440
Other, net........................................................ 125 86,447
Net change in operating assets and liabilities:
Decrease in accounts receivable................................. 84,770 148,124
Decrease in notes receivable.................................... 82,391 33,542
Decrease (increase) in inventories.............................. (2,066) 47,719
Decrease (increase) in prepaid expenses and
supplies....................................................... 41,714 (123,875)
Decrease in accounts payable.................................... (673,374) (98,752)
Increase in accrued salaries and wages
and other liabilities......................................... 133,320 1,800
------------ ------------
Net cash provided by (used in) operating activities............... $ 986,868 (75,061)
------------ ------------
</TABLE>
(continued on next page)
5
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from investing activities:
Principal receipts on direct financing leases......................... $ 126,990 129,846
Proceeds from sale of property and equipment.......................... 89,009 -
Proceeds from sale of centers......................................... - 115,450
Purchase of property and equipment.................................... (251,844) (277,944)
Decrease (increase) in projects and development....................... 10,942 (1,544,738)
Note receivable from developers....................................... - 190,000
Decrease (increase) in other assets................................... 36,633 (261,901)
------------ ------------
Net cash provided by (used in) investing activities............. 11,730 (1,649,287)
------------ ------------
Cash flows from financing activities:
Proceeds from long-term obligations................................... 181,400 2,483,100
Principal payments on long-term obligations........................... (494,632) (555,926)
Principal payments on capital lease obligations....................... (355,745) (326,039)
Issuance of common stock.............................................. - 1,814
Increase (decrease) in lease deposit obligations...................... (766) 7,231
------------ ------------
Net cash provided by (used in) financing activities............. (669,743) 1,610,180
------------ ------------
Net increase (decrease) in cash......................................... 328,855 (114,168)
Cash, beginning of period............................................... 145,470 182,214
------------ ------------
Cash, end of period..................................................... $ 474,325 68,046
============ ============
Supplemental disclosures of cash flow
information -
Cash paid during the period for interest............................ $ 922,371 933,399
============ ============
</TABLE>
6
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. GENERAL
The financial statements included herein are unaudited and have been
prepared in accordance with generally accepted accounting principles
for interim financial reporting and Securities and Exchange Commission
regulations. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principals have been condensed or omitted pursuant
to such rules and regulations.
In the opinion of management, the financial statements reflect all
adjustments of a normal and recurring nature which are necessary in
order to make the financial statements not misleading. These financial
statements should be read in conjunction with the Annual Report of
Grease Monkey Holding Corporation (the "Company") on Form 10-KSB for
the year ended December 31, 1998.
The results for the three-month and nine-month periods ended September
30, 1999, are not necessarily indicative of the results to be expected
for the entire fiscal year of 1999.
2. LIQUIDITY
For the three and nine month periods ended September 30, 1999, and the
past three fiscal years, the Company has incurred losses from
operations that have increased and has incurred a decrease in cash flow
from operations. As of September 30, 1999, the Company had a working
capital deficit of $1,498,620 and total liabilities exceeded total
assets. These factors among others may indicate that the Company may
not be able to meet its obligations in a timely manner without
increased cash flow from operations, sale of non-producing assets or
additional financing.
As noted in the results from operations for the nine months ended
September 30, 1999, the Company has taken steps to reduce losses and
generate cash flow from operations and anticipates the sale of
non-producing assets which will generate sufficient cash flow to meet
its obligations in a timely manner. Should the Company be unable to
achieve its projected level of cash flow from operations or sell its
non-producing assets, additional financing could be necessary. The
Company has entered into a merger agreement that would result in the
sale of the Company. As a result of the current merger agreement, the
Company is not actively investigating financing alternatives. Should
the merger not proceed, the Company believes it could obtain additional
financing, however, there can be no assurance that such financing would
be available on a timely basis or on acceptable terms.
3. MERGER AGREEMENT WITH QL 3000, INC.
Effective March 26, 1999, the Company entered into a merger agreement
with QL 3000, Inc., a privately held company. The merger agreement (as
amended on August 5, 1999) provides that each shareholder of the
Company will receive $1 per outstanding share of common stock and each
preferred shareholder will receive the stated value of their preferred
stock in addition to all applicable unpaid dividends. The completion of
the merger agreement is subject to QL 3000, Inc. obtaining appropriate
financing for the acquisition, in addition to regulatory and
shareholder approval. Should the merger agreement be consummated, the
Company would incur approximately $345,000 of transaction costs.
(continued)
7
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
4. STOCKHOLDERS' DEFICIT
The Company's Series C, 6% cumulative, Preferred Stock is redeemable at
the option of the Company upon 60 days prior written notice. At the
option of the holder, at any time prior to the close of business on the
redemption date, each share of Series C Preferred Stock, plus any
accumulated unpaid dividends, may be converted into shares of common
stock at a conversion price of $2.50 per share of common stock. On
September 30, 1999, accumulated unpaid dividends totaled approximately
$726,100.
The Company has an employee deferred compensation 401(k) plan and
matches employee contributions to this plan in an amount equal to 50%
of the employees' contribution, up to a maximum of 6% of the employees'
compensation. The Company's contribution is paid with its $0.03 par
value common stock (net of forfeitures) valued at market on the date of
the contribution. During the first nine months of 1999 and 1998, the
Company contributed 42,638 and 10,810 shares to this plan at an average
of $0.73 and $1.25 per share, respectively.
5. LOSS PER SHARE
Loss per common share is computed by dividing the net loss after
reduction for dividends on preferred stock ($31,602 for the third
quarters of 1999 and 1998 and $93,776 for the nine months ended
September 30, 1999 and 1998) by the weighted average number of common
shares outstanding during each period. The effects of potentially
dilutive stock options and convertible securities outstanding were
antidilutive in 1999 and 1998.
6. LONG-TERM OBLIGATIONS
An arbitration award was granted Navfam, Inc. based on the findings
that the Company wrongfully repudiated an agreement entered into by the
Company with Navfam, Inc. on April 7, 1998. The award of $630,000
included a settlement award and pre-judgment interest. The negotiated
payment terms with Navfam, Inc. include a $150,000 down payment and a
four-year $480,000 note bearing interest at 10%.
7. COMMITMENTS AND CONTINGENCIES
LEGAL PROCEEDINGS
On May 26, 1999, Hernando and Patricia Cortina, franchisees of the
Company, filed an action against the Company in the Federal District
Court, Mexico City, Mexico, CORTINA GONZALEZ HERNANDO AND PATRICIA
HERNANDEZ JUNGUERA DE CORTINA V. GREASE MONKEY INTERNATIONAL, INC.,
Case No. 582/98. The complaint asserts that the Company breached the
Cortina's franchise agreement by providing false financial projections
based on unrealistic assumptions as to car counts, providing building
plans inappropriate for constructing a GREASE MONKEY Center in Mexico
City, failing to provide adequate initial and ongoing training, failing
to provide equipment maintenance support, failing to update technical
manuals and software and failing to
(continued)
8
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
provide sufficient on-going marketing and consulting support. The
Cortinas' sought damages in the amount of $4,678,464 and moral damages.
Based on the arbitration and venue provisions of the franchise
agreement, the Company moved for dismissal of the action and sought to
require the Cortinas' to arbitrate their claims in Denver, Colorado.
The court ruled in favor of the Company, and ordered the Cortinas' to
pay the Company's attorney's fees. The Cortinas' have the option to
file an appeal or file for arbitration in the U.S.
On December 15, 1998, a demand for arbitration was made against the
Company by Navfam, Inc. based upon the Company's alleged breach of a
Software License Agreement dated April 7, 1998. That matter was
governed by the American Arbitration Association in Los Angeles,
California, and was assigned Case No. 72Y1140138198. On October 8,
1999, the arbitrator found that the Company wrongfully repudiated the
agreement, and Navfam, Inc. was awarded approximately $579,000 in
damages, plus pre-judgment interest. The arbitrator's award is binding
and not subject to appeal. The Company recorded a settlement amount of
$630,000 representing the settlement award and pre-judgment interest,
and reached an agreement with Navfam, Inc. to pay $150,000 down and
finance the remaining $480,000 over four years at 10% interest.
On September 16, 1998, a lawsuit was filed against the Company by
Barrett Commercial, Inc. in the United States District Court for the
Central District of California, BARRETT COMMERCIAL, INC. V. GREASE
MONKEY INTERNATIONAL, INC., No. SACV 98-1123GLT(EEx). In that action,
Barrett alleges the existence of a contract with the Company to work as
development partners in Southern California for the purpose of building
ten stores. Barrett claims unsubstantiated losses of $1,300,000 for
expenditures made in pursuing that development which was never
completed. Barrett claims the Company is in breach of the alleged
agreement as a result of its refusal to reimburse it for those alleged
expenditures.
The Company has generally denied those claims and believes and has
asserted that they are frivolous and groundless. Barrett has been
unable to produce the alleged contract and the Company believes none
was ever created. In addition, the Company believes Barrett lacks any
evidence to support his claim of the alleged expenditures pursuant to
the Southern California development. The Company intends to defend
vigorously said claims and its liability exposure at the present time
appears to be nominal. The Company believes the likelihood of an
unfavorable outcome in this matter is remote.
The Company is involved in various other claims and legal actions
arising in the ordinary course of business. In the opinion of
management, the ultimate disposition of these matters will not have a
material adverse effect on the Company's consolidated financial
position, results of operations or liquidity.
(continued)
9
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
FINANCIAL GUARANTEES AND COMMITMENTS
The Company has guaranteed leases of four franchisees. The aggregate
contingent liability under the lease guarantees totals approximately
$1,300,000. In addition, the Company has guaranteed notes payables of
two franchisees totaling approximately $750,000 and has guaranteed
notes payable to oil suppliers for certain franchisees.
The Company is committed to the lease of office and training facilities
under a lease expiring in November 2008. Rent under the lease is
approximately $18,000 per month.
8. SUPPLEMENTAL STATEMENT OF CASH FLOW INFORMATION
The following table sets forth, by period, the amount and nature of
amounts paid and received for the acquisition, sale (refranchising) and
closure of Company-owned Centers.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
ACQUISITIONS:
Number of Centers purchased......................... 2 -
=============== ==============
Number of Centers foreclosed........................ 1 3
=============== ==============
Receivables applied (net of related
allowance)........................................ $ 4,605 83,843
Liabilities assumed................................. 167,749 83,159
Loss on foreclosure................................. - (70,500)
--------------- --------------
Cost of assets acquired............................. $ 172,354 96,502
=============== ==============
SALES:
Number of Centers
refranchised/sold/closed.......................... 1* 3
=============== ==============
Cash received....................................... $ - 115,450
Notes received/accounts receivable
granted........................................... 20,000 15,769
Loss on sale........................................ 9,693 36,767
--------------- --------------
Net book value of Centers
refranchised/sold/closed.......................... $ 29,693 167,986
=============== ==============
</TABLE>
* Excludes the refranchising of a Center abandoned by a franchisee.
(continued)
10
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(UNAUDITED)
During the nine months ended September 30, 1999 and 1998, non-cash
transactions consisted of the Company issuing 42,638 and 10,810 shares
of common stock at an average value of $0.73 and $1.25 per share,
respectively, in accordance with its matching requirement under the
Company's 401(k) plan. Other non-cash transactions during the first
nine months of 1999 included the Company accepting a note receivable
for $14,000 representing one-half of the franchise fee for a Center
refranchised after it had been abandoned by a franchisee, and the sale
of equipment to a franchisee (previously leased to that franchisee) for
$1.00 resulting in a $15,000 loss. Other non-cash transactions during
the first nine months of 1998 included a franchise license in the
amount of $10,000, net of deferred costs of $2,173, that was cancelled
and applied to a franchisee's obligation to the Company; a capital
lease obligation of $196,900 was recorded for a Company-owned Center; a
franchisee abandoned two sites, resulting in two direct financing
leases being cancelled and two capital lease buildings being recorded
for an aggregate amount of $447,384; and the Company wrote off a direct
financing lease receivable and the corresponding capital lease
obligation of $487,527 based on the Company being released from the
lease.
11
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
The Company reported a net loss of $219,124 for the first nine
months of 1999, as compared to a net loss of $1,529,602 for the first nine
months of 1998. For the third quarter of 1999, the Company reported a net
loss of $412,356 compared to a net loss of $874,442 for the same quarter in
1998.
Total revenue increased by $675,919 or 4% for the first nine months
of 1999, compared to the first nine months of 1998. Revenue during the third
quarter of 1999 increased $672,143 over the same quarter last year, an
increase of 13%. The increases are due primarily to increases in revenue from
Company-owned Centers.
Royalty fees are a percentage of gross sales paid monthly by all
franchised Grease Monkey Centers. Royalty fee revenue for the first nine
months of 1999 decreased by $40,453 or 2% compared to the first nine months
of 1998. Royalty fee revenue for the third quarter of 1999 increased by
$67,930 or 9% over the third quarter of 1998. The Company signed a Master
Franchise Agreement for the Republic of Mexico on August 1, 1998 ("the
Agreement"). The Master Franchisee retained eighty percent of royalties and
franchise fees collected from Mexico franchisees after the effective date of
the Agreement. The decrease in royalty revenue related to this transaction,
when compared with the prior year is approximately $67,300 for the nine-month
period and $17,300 for the third quarter of 1999. The Master Franchise
Agreement was terminated effective July 1, 1999, and the Company will begin
to recognize royalty revenues from Mexico franchisees again in October of
1999. Offsetting these decreases, the Company realized a settlement of back
royalties of approximately $19,000 from a franchisee upon the sale of his
center to a new franchisee. Based upon many factors, including the age of
amounts owed the Company, the extent of collateralization, and historical
performance, the Company may place certain financially troubled franchisees
on a non-accrual status. For the first nine months of 1999, estimated
royalties of $212,490 were not accrued under this policy, compared to
$172,485 for the first nine months of 1998. During the third quarter of 1999,
estimated royalties of $89,960 were not accrued compared to $59,385 for the
third quarter of 1998. The Company has a royalty rebate program for
franchisees under which eligible franchisees can receive a rebate of
royalties paid. For the first nine months of 1999, the rebate accrued under
this program was $178,086, compared to $178,147 for the first nine months of
1998. The rebate accrued for the third quarter of 1999 was $67,119 compared
to a rebate of $64,096 for the third quarter of 1998. The rebate is recorded
as a reduction in royalty revenue.
The Company recognized franchise sales net revenue (sales net of
related costs) of $64,818 during the first nine months of 1999, representing
six Center openings. There were no Center openings during the third quarter
of 1999. During the first nine months and third quarter of 1998, the Company
recognized franchise sales net revenue of $141,219 and $10,045, respectively,
representing nine and two Center openings. Franchise sales revenue represents
initial one-time payments received by the Company from buyers of its
franchises. The fee and any directly related costs are recognized as revenue
and expense when the related franchise Center opens for business.
(continued)
12
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
At September 30, 1999, the Company operated 35 Centers as compared
to 32 Centers at September 30, 1998. The average number of Centers operated
during the quarter and nine month period ended September 30, 1999, was 35 and
34 respectively, as compared to 32 and 31 for the same periods in 1998. For
the first nine months of 1999, the Company reported an operating margin
(Company-owned Center sales less expenses, excluding interest, depreciation
and amortization) of $2,575,742 on revenue of $12,493,313 at Company-owned
Centers as compared to an operating margin of $1,815,888 on revenue of
$11,243,408 for the same period last year. These results represent an
increase of 11% in revenue and 42% in operating margin. For the third
quarters of 1999 and 1998, the Company reported operating margins of $987,762
and $625,695 on revenue of $4,503,948 and $3,788,628, respectively,
representing an increase in revenue of 19% and an increase in operating
margin of 58%. The increase in the operating margin for Company-owned Centers
is a result of an increase in revenue, coupled with concentrated efforts to
reduce expenses (specifically payroll and operating expenses).
In the first nine months of 1999, the Company realized marketing
allowances and gross margins on product and equipment sales of $248,740, as
compared to $295,305 in the first nine months of 1998. In the third quarter
of 1999, marketing allowances and gross margins on product and equipment
sales were $84,260, as compared to $98,327 in the third quarter of 1998.
Product and equipment revenue represents the sale of fluid dispensing
equipment and other supplies to franchisees, and marketing allowances relate
to the sale of oil filters, air filters, oil additives, and certain other
products.
General and administrative expenses for the first nine months and
third quarter of 1999 decreased $1,475,624 or 32% and decreased $752,347 or
40%, respectively, as compared to the first nine months and third quarter of
1998. Positive variances in both the nine month and three month periods ended
September 30, 1999, were caused by several factors. Under previous
management, the Company had entered into an agreement for the development of
a new point of sale system to be used at both Company-owned and franchised
Centers. Upon review of the agreement by current management, further
development was terminated and costs capitalized to date were expensed in
September of 1998 in the amount of approximately $230,000. A dispute between
the parties to the contract regarding the termination of the contract was
settled in arbitration. The arbitrator found that the Company wrongfully
repudiated the contract and an award was granted in the amount of $630,000.
This award appears as a separate line item in the financial statements and is
not included in general and administrative expenses. Based upon the Company
entering into a Master Franchise Agreement for the Republic of Mexico in the
third quarter of 1998, certain assets related to operations in Mexico were
evaluated and adjusted, resulting in a write-off of approximately $132,000.
During the third quarter of 1998, the Company entered into a contract for the
sale of real estate in St. Louis, Missouri. Based on the contract, the real
estate was written down by approximately $31,000. In addition, other
variances in the first nine months of 1999 as compared to the first nine
months of 1998 included reductions in: salaries, wages and personnel expenses
of approximately $579,000; severance expenses of approximately $310,000;
travel and entertainment expenses of aproximately $65,000; franchise
development and training expenses of approximately $64,000; franchise sales
and promotional expenses
(continued)
13
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
of approximately $45,500; offset by an increase in Company-owned Center
division overhead of approximately $101,000. Additional variances in the
third quarter of 1999 as compared to the third quarter of 1998 consisted
primarily of reductions in: salaries, wages and personnel expenses of
approximately $114,000; severance expenses of approximately $282,000;
franchise development and training expenses of approximately $62,000; office
expenses of approximately $32,000 offset by an increase in Company-owned
Center division overhead of approximately $70,500.
Depreciation and amortization expense for the first nine months and
third quarter of 1999 increased 8% and 9%, respectively, as compared to the
same periods in 1998. This increase is due primarily to an increase of three
Company-owned Centers over the prior year periods.
Gain (loss) on sale/disposition/closure of centers represents the
net results of the refranchising/disposal of Company-owned Centers. When the
Company refranchises a Center, a franchise license fee is included in the
sales price and included in the resulting gain or loss on sale. The gain of
$10,771 for the nine months ended September 30, 1999, consists primarily of
the refranchising of one Company-owned Center, the refranchising of one
closed Center, and a reimbursement of costs previously expensed upon the
closure of a Company-owned Center in 1998. In addition, a loss was recognized
on the sale of equipment to a franchisee. The loss of ($136,157) for the nine
months ended September 30, 1998, represents the closure of two Company-owned
Centers in 1998, marketing allowances paid based on subsidies granted certain
franchisees or the refranchising of Company-owned Centers in 1996, and
additional costs incurred in 1998 related to the closure of Company-owned
Centers closed in 1997. In addition, losses were recognized on the sale of a
Company-owned Center to a third party, and the foreclosure of a franchised
Center.
In the first nine months of 1999, the Company recognized $17,944 in
franchise sales revenue resulting from undeveloped license cancellations.
There were no license cancellations in the third quarter of 1999. In the
first nine months and third quarter of 1998, undeveloped licenses were
cancelled resulting in $195,686 and $163,703 of revenue, respectively.
Interest expense includes interest on debt financing and interest
recorded on capital leases of Company-owned Centers. The increase in interest
expense from $620,929 in the first nine months of 1998 to $687,980 in the
first nine months of 1999 was due primarily to an increase in average debt
outstanding. This increase is due in part to borrowings associated with the
purchase/development of three Company-owned Centers, and for working capital.
(continued)
14
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (continued)
The following schedule summarizes the activity with regard to Grease
Monkey Company-owned Centers as well as Grease Monkey franchised Centers for
the nine months ended September 30, 1999 and 1998.
<TABLE>
<CAPTION>
NINE MONTHS ENDED:
September 30, 1999 September 30, 1998
------------------------------------------------------------------------------------
Company Franchise Company Franchise
Owned Owned Total Owned Owned Total
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Centers open, beginning 33 182 215 31 187 218
Centers opened - 6 6 1 9 10
Centers purchased 2 (2) - - - -
Centers sold (1) 2 1 (1) - (1)
Centers terminated or
closed - (9) (9) (2) (17) (19)
Centers reacquired 1 - 1 3 (3) -
--------- --------- --------- --------- --------- ---------
Centers open, ending (A) 35 179 214 32 176 208
========= ========= ========= ========= ========= =========
Vehicles serviced (000's) 2,050 2,049
========= =========
Franchise licenses issued (B) 2 6
========= =========
Undeveloped franchise licenses
(C) 17 33
========= =========
Franchise applications
outstanding (C) 11 10
========= =========
Franchise license/application fees
received (D) $ 12,400 $ 116,200
========= =========
</TABLE>
(A) Includes 23 franchised Centers in Mexico in 1999 and 20 franchised Centers
in Mexico in 1998.
(B) Represents the number of licenses issued during the period.
(C) Represents the number of licenses/applications outstanding at September 30.
(D) Represents amounts received for franchise licenses/applications during the
period.
(continued)
15
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(continued)
LIQUIDITY AND CAPITAL RESOURCES
CAPITAL RESOURCES
The Company currently has lines of credit with varying interest
rates from, or guaranteed by, a related party. The lines total $489,000 of
which approximately $484,000 was outstanding at September 30, 1999. Monthly
payments are interest only and the balance is due upon demand.
The Company has a $5,000,000 Loan Agreement with a bank. In
connection with the Company entering into a Master Supply Contract with a
motor oil supplier, the supplier agreed to guarantee the loan. Draws under
the Loan Agreement were used for the purpose of paying off certain debt,
including the Company's former Loan Agreement and Fast Lube Supply Agreement,
for acquiring, constructing and/or developing Company Centers and for working
capital. Any draws are evidenced by notes which amortize over ten years with
a five year balloon payment and bear interest at a rate provided under the
Loan Agreement plus guarantee fees. For an increased guarantee fee, the
Company can extend the payment terms an additional five years. The Company
has drawn the full $5,000,000 facility and at September 30, 1999,
approximately $4,449,000 is outstanding under the loan agreement.
The growth of the Grease Monkey system is dependent on the ability
of the Company and its franchisees to obtain real estate development capital.
Historically, Grease Monkey Centers have been built utilizing build-to-suit
services, whereby the land is purchased and the building is constructed to
the Company's specifications, then leased to the Company or to a franchisee,
by a third party. Recently, franchisees have moved toward purchasing and
developing the real estate for their own account, thereby creating greater
value in their business.
LIQUIDITY
Cash provided by operations during the first nine months of 1999 was
$986,868 as compared to cash used by operations of $75,061 in the first nine
months of 1998. The most significant factors contributing to the positive
variance were an improved operating margin at Company-owned Centers and a
decrease in general and administrative expenses.
Cash provided by investing activities was $11,730 in the first nine
months of 1999, as compared to cash used in investing activities of
$1,649,287 in the first nine months of 1998. Cash provided in both periods
consisted primarily of receipts on direct financing leases which decreased
slightly over the periods. Additional cash was received in the first nine
months of 1999 with the sale of a vacant site, and additional cash was
received in the first nine months of 1998 with the payment of a developer
note receivable and with the refranchising/sale of a Company-owned Center.
Cash used in investing activities for the first nine months of 1998 consisted
primarily of cash used for the development of Centers. Additional cash was
used in both periods for the purchase of property and equipment, primarily
for Company-owned Center equipment.
(continued)
16
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(continued)
Cash used in financing activities was $669,743 in the first nine
months of 1999 as compared to cash provided by financing activities of
$1,610,180 in the first nine months of 1998. Cash provided by financing
activities in the first nine months of 1999 and 1998 consisted primarily of
proceeds from long-term obligations for working capital and the development
of Centers. Financing activities also included cash used to reduce long-term
debt and capital lease obligations of $850,377 in the first nine months of
1999 and $881,965 in the first nine months of 1998.
The Company does not have any material commitments for capital
expenditures other than for the required replacement or upgrade of
underground storage tanks at Company-owned Centers and the costs to achieve
Year 2000 compliance.
For the three and nine month periods ended September 30, 1999, and
the past three fiscal years, the Company has incurred losses from operations
that have increased and has incurred a decrease in cash flow from operations.
As of September 30, 1999, the Company had a working capital deficit of
$1,498,620 and total liabilities exceeded total assets. These factors among
others may indicate that the Company may not be able to meet its obligations
in a timely manner without increased cash flow from operations, sale of
non-producing assets or additional financing.
As noted in the results from operations for the nine months ended
September 30, 1999, the Company has taken steps to reduce losses and generate
cash flow from operations and anticipates the sale of non-producing assets
which will generate sufficient cash flow to meet its obligations in a timely
manner. Should the Company be unable to achieve its projected level of cash
flow from operations or sell its non-producing assets, additional financing
could be necessary. The Company has entered into a merger agreement that
would result in the sale of the Company. As a result of the current merger
agreement, the Company is not actively investigating financing alternatives.
Should the merger not proceed, the Company believes it could obtain
additional financing, however, there can be no assurance that such financing
would be available on a timely basis or on acceptable terms.
THE YEAR 2000 ISSUE
THE PROBLEM
The Year 2000 issue is the result of the inability of hardware,
software and control systems to correctly identify two-digit references to
specific years, beginning with the Year 2000. This could result in system
failures or miscalculations causing disruptions of the Company's operations
and the Company's suppliers.
(continued)
17
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(CONTINUED)
STATE OF READINESS
The Company has instituted a Year 2000 project. The project includes
an evaluation of its computer systems and significant software programs. This
evaluation includes the Company's network hardware and software,
Point-of-Sale hardware and software at the Company-owned Centers and
accounting and business process software. The Company has replaced the
systems noted in its evaluation that did not appear to be Year 2000 compliant.
As part of the Company's Year 2000 project, the Company has
contacted its significant third party suppliers, such as its oil and parts
suppliers, to determine the extent to which the Company is vulnerable to its
suppliers' failure to remediate their Year 2000 issues. However, the Company
cannot assure that third-party suppliers will adequately address their Year
2000 issues or that failure of the third-party suppliers to address their
Year 2000 issues would not have a material adverse effect on the Company or
its operations.
In addition, the Company has communicated with its franchisees to
determine the extent to which the Company is vulnerable to the franchisees'
failure to remediate their Year 2000 issues. However, the Company cannot
assure that the franchisees will adequately address their Year 2000 issues or
that failure of the franchisees to address their Year 2000 issues would not
have a material adverse effect on the Company or its operations.
THE COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUES
During 1999, the Company has spent approximately $145,000 to become
Year 2000 compliant. Based upon the findings at September 30, 1999, the
Company's remaining costs of becoming Year 2000 compliant are less than
$25,000.
THE RISKS ASSOCIATED WITH THE COMPANY'S YEAR 2000 ISSUES
The Company's failure to resolve Year 2000 issues on or before
December 31, 1999, could result in system failures or miscalculation causing
disruption in operations and normal business activities. Additionally,
failure to timely remediate Year 2000 issues by third parties upon whom the
Company's business relies could result in disruptions in the Company's supply
of parts and materials or result in other problems related to the Company's
daily operations.
CONTINGENCY PLAN
The Company is currently working on a contingency plan for all
critical aspects of the Year 2000 issues.
18
<PAGE>
GREASE MONKEY HOLDING CORPORATION
COMMISSION FILE NUMBER: 000-9812
QUARTER ENDED SEPTEMBER 30, 1999
FORM 10-QSB
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On May 26, 1999, Hernando and Patricia Cortina, franchisees of the
Company, filed an action against the Company in the Federal District Court,
Mexico City, Mexico, CORTINA GONZALEZ HERNANDO AND PATRICIA HERNANDEZ
JUNGUERA DE CORTINA V. GREASE MONKEY INTERNATIONAL, INC., Case No. 582/98.
The complaint asserts that the Company breached the Cortina's franchise
agreement by providing false financial projections based on unrealistic
assumptions as to car counts, providing building plans inappropriate for
constructing a GREASE MONKEY Center in Mexico City, failing to provide
adequate initial and ongoing training, failing to provide equipment
maintenance support, failing to update technical manuals and software and
failing to provide sufficient on-going marketing and consulting support. The
Cortinas' sought damages in the amount of $4,678,464 and moral damages. Based
on the arbitration and venue provisions of the franchise agreement, the
Company moved for dismissal of the action and sought to require the Cortinas'
to arbitrate their claims in Denver, Colorado. The court ruled in favor of
the Company and ordered the Cortinas' to pay the Company's attorney fees. The
Cortinas' have the option to file an appeal or file for arbitration in the
U.S.
On December 15, 1998, a demand for arbitration was made against the
Company by Navfam, Inc. based upon the Company's alleged breach of a Software
License Agreement dated April 7, 1998. The matter was governed by the
American Arbitration Association in Los Angeles, California, and was assigned
Case No. 72Y1140138198. On October 8, 1999, the arbitrator found that the
Company wrongfully repudiated the agreement, and Navfam, Inc. was awarded
approximately $579,000 in damages, plus pre-judgment interest. The
arbitrator's award is binding and not subject to appeal. The Company has
recorded a settlement amount of $630,000 representing the settlement award
and pre-judgment interest, and reached an agreement with Navfam to pay
$150,000 down and finance the remaining $480,000 over four years at 10%
interest.
The Company has previously reported one other legal proceeding
contained in its quarterly report on Form 10-QSB for the period ending March
31, 1999. No material changes have occurred in that proceeding.
The Company is involved in various other claims and legal actions
arising in the ordinary course of business. In the opinion of management, the
ultimate disposition of these matters will not have a material adverse effect
on the Company's consolidated financial position, results of operations or
liquidity.
19
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
(b) As of the date of filing this Quarterly Report on Form 10-QSB, the
Company is in arrears in the payment of dividends on the Series C
Preferred Stock in the amount of approximately $742,000. Under
Paragraph 5(d) of the Statement of Designation, Voting Powers,
Preferences and Rights of the Series C Preferred Stock ("Statement of
Designation"), if dividends on the Series C Preferred Stock are in
arrears in an aggregate amount equal to at least four quarterly
dividends, the number of members of the Board of Directors of the
Company is automatically increased by the smallest number of directors
that will constitute at least 25% of the Board of Directors after such
increase and that the holders of the Series C Preferred Stock (voting
as a separate voting group) have the exclusive right to elect, remove
or replace such additional directors of the Company. The aggregate
amount of dividends in arrears exceeded at least four quarterly
dividends as of the date of filing this report. The holders of the
Series C Preferred Stock have not notified the Company that they have
any intention to elect or serve as Directors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits (numbered in accordance with Item 601 of regulation S-B)
27. Financial Data Schedule
(b) Reports on Form 8-K
A current report on Form 8-K dated October 8, 1999, was filed on
October 19, 1999, reporting under Item 5 an arbitration award against
the Company relating to a repudiation of an agreement between the
Company and Navfam, Inc.
A current report on Form 8-K dated August 5, 1999, was filed on August
16, 1999, reporting under Item 5 the signing of an extension agreement
between Grease Monkey Holding Corporation and QL 3000, Inc. The
Extension Agreement and a press release were filed as exhibits under
Item 5 of the Current Report on Form 8-K.
20
<PAGE>
GREASE MONKEY HOLDING CORPORATION AND SUBSIDIARIES
COMMISSION FILE NUMBER: 000-9812
QUARTER ENDED SEPTEMBER 30, 1999
FORM 10-QSB
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GREASE MONKEY HOLDING CORPORATION
By: /s/ Rex L. Utsler
--------------------------------------------
Rex L. Utsler
President and Chief Operating Officer
(Principal Operating Officer,
Chief Financial Officer and
Principal Accounting Officer)
Denver, Colorado
November 15, 1999
21
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND ON
PAGES 1-3 OF THE COMPANY'S FORM 10-QSB FOR THE YEAR-TO-DATE AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 474,325
<SECURITIES> 0
<RECEIVABLES> 947,812
<ALLOWANCES> 301,255
<INVENTORY> 660,482
<CURRENT-ASSETS> 2,032,662
<PP&E> 11,121,224
<DEPRECIATION> 4,581,510
<TOTAL-ASSETS> 13,484,159
<CURRENT-LIABILITIES> 3,531,282
<BONDS> 6,982,084
0
2,089,638
<COMMON> 140,716
<OTHER-SE> (3,700,539)
<TOTAL-LIABILITY-AND-EQUITY> 13,484,159
<SALES> 0
<TOTAL-REVENUES> 15,861,046
<CGS> 0
<TOTAL-COSTS> 15,435,412
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 100,649
<INTEREST-EXPENSE> 687,980
<INCOME-PRETAX> (219,124)
<INCOME-TAX> 0
<INCOME-CONTINUING> (219,124)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (219,124)
<EPS-BASIC> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
