GREENBRIAR CORP
10QSB, 1996-05-20
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB
(Mark One)

( X )    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the period ended March 31, 1996

                                       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: 0-8187

                             GREENBRIAR CORPORATION
                 (Name of Small Business Issuer in its Charter)

           Nevada                                   75-2399477
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                Identification Number)

                   4265 Kellway Circle, Addison, Texas, 75244
                    (Address of principal executive offices)
                                 (214) 407-8400
                           (Issuer's telephone number)



Check 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 twelve 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 [ ]

At May 14, 1996, the issuer had outstanding  3,478,000  shares of par value $.01
common stock.



                                        1

<PAGE>

                             Greenbriar Corporation

PART I.           FINANCIAL INFORMATION

ITEM 1.           Financial Statements

The accompanying  unaudited Consolidated Financial Statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-QSB and Item 310 of
Regulation S-B. 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.

These  financial  statements do not include all of the information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  Operating  results for the three month  period ended March 31, 1996
are not necessarily  indicative of the results that may be expected for the year
ended  December 31, 1996.  For further  information,  refer to the  Consolidated
Financial  Statements and notes thereto  included in the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1995.


                                        2

<PAGE>

                             Greenbriar Corporation
                           CONSOLIDATED BALANCE SHEETS
                  (Amounts in thousands, except per share data)

                                                      March 31,     December 31,
                                                         1996            1995
                                                         ----            ----
                                                     (Unaudited)
         ASSETS

CURRENT ASSETS
 Cash                                                 $  5,642         $  7,199
 Accounts receivable - trade                               584               23
 Deferred income tax benefit                                 -            2,150
 Other current assets                                    1,636            1,536
                                                      --------         --------

         Total current assets                            7,862           10,908


REAL ESTATE                                              6,372            3,190

NET ASSETS OF MOBILITY GROUP                                 -            3,371

INVESTMENT IN SECURITIES, AT COST                        4,153            1,853

NOTES RECEIVABLE                                         9,117            7,368

PROPERTY AND EQUIPMENT, AT COST

 Land                                                    6,360              322
 Buildings and improvements                             46,358              767
 Equipment and furnishings                               1,789              203
 Construction in progress                                3,884            1,576
                                                      --------         --------
                                                        58,391            2,868
         Less accumulated depreciation                     268              252
                                                      --------         --------
                                                        58,123            2,616

RESTRICTED CASH AND INVESTMENTS                          3,254              105

OTHER ASSETS                                               387              361
                                                      --------         --------
                                                      $ 89,268         $ 29,772
                                                      ========         ========



                                        3

<PAGE>

                             Greenbriar Corporation
                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                  (Amounts in thousands, except per share data)



                                                     March 31,      December 31,
                                                       1996            1995
                                                       ----            ----
                                                    (Unaudited)
   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Current maturities of long-term
   debt                                              $  1,575        $      8
 Accounts payable - trade                               1,554             412
 Accrued expenses                                       1,980             343
 Other current liabilities                                495             130
                                                     --------        --------

         Total current liabilities                      5,604             893

LONG-TERM DEBT                                         36,563             901

DEFERRED INCOME TAXES                                   1,495               -

DEFERRED GAIN                                           3,083           3,083

STOCKHOLDERS' EQUITY
 Series B cumulative  convertible  preferred 
   stock, $.10 par value;  liquidation
   value of $353 in 1996 and $1,330 in 1995;
   authorized,  100 shares; issued and
   outstanding, 4 and 14 shares in 1996
   and 1995, respectively                                   1               1
 Series C cumulative convertible preferred
   stock, $.10 par value; liquidation
   value of $2,000; authorized, issued and
   outstanding, 20 shares                                   2               2
 Series D cumulative preferred stock,
   $.10 par value; authorized, issued and
   outstanding 675 shares in 1996                          68               -
 Series E cumulative preferred stock,
   $.10 par value; authorized, issued and
   outstanding 1,950 shares in 1996                       195               -
 Common stock; $.01 par value; authorized
   20,000 shares; issued and outstanding,
   3,478 and 3,452 shares in 1996 and 1995,
   respectively                                            35              35
 Additional paid-in capital                            50,764          33,957
 Accumulated deficit                                   (6,026)         (6,584)
                                                     --------        --------
                                                       45,039          27,411
   Less stock purchase note receivable                 (2,516)         (2,516)
                                                     --------        --------
                                                       42,523          24,895
                                                     --------        --------
                                                     $ 89,268        $ 29,772
                                                     ========        ========

                                        4

<PAGE>


                             Greenbriar Corporation
                       CONSOLIDATED STATEMENTS OF EARNINGS
                  (Amounts in thousands, except per share data)


                                                           For the Three
                                                         Month Period Ended
                                                       March 31,       March 31,
                                                         1996            1995
                                                     -----------     -----------
                                                     (Unaudited)     (Unaudited)

Revenue
  Long-term care residences                           $     -          $   555
  Real estate operations                                  156              195
  Gain on sale of assets                                   32            5,149
  Interest                                                261              193
  Other                                                   450                9
                                                      -------          -------
                                                          899            6,101


Expenses
  Long-term care residences                                 -              318
  Real estate operations                                   73               97
  General and administrative                              724              837
  Interest                                                 26              121
                                                      -------          -------
                                                          823            1,373


         Earnings from continuing operations
           before income taxes                             76            4,728

Income tax expense                                         29            1,608
                                                      -------          -------

         Earnings from continuing operations               47            3,120


Discontinued operations
  Loss from operations, net of income
         taxes                                              -              (14)
  Gain on disposal, net of income
         taxes                                            580                -
                                                      -------           ------

         Net earnings                                     627            3,106


Preferred stock dividend requirement                      (34)             (81)
                                                      -------          -------

Earnings allocable to common stockholders             $   593          $ 3,025
                                                      =======          =======

Earnings per share
   Continuing operations                              $   .01          $   .83
   Net earnings                                       $   .17          $   .83

Weighted average number of common and
   equivalent shares outstanding                        3,444            3,655

                                        5

<PAGE>


                             Greenbriar Corporation
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                    For The Three
                                                                  Month Period Ended
                                                                March 31,    March 31,
                                                                  1996         1995
                                                              (Unaudited)  (Unaudited)
                                                              -----------  -----------
<S>                                                            <C>          <C>
Cash flows from operating activities
  Net earnings                                                 $    627     $   3,106
  Adjustments to reconcile net
   earnings to net cash used in
   operating activities
     Discontinued operations                                       (580)           14
     Depreciation and amortization                                   34           206
         Gain on sales of assets                                    (32)       (5,149)
         Changes in operating assets
           and liabilities
           Accounts receivable                                       (4)          790
                   Due from affiliates                                -             7
                   Deferred income taxes                            378         1,598
           Other current and noncurrent
                     assets                                        (550)        1,172
                   Accounts payable and other
                     liabilities                                   (124)       (2,087)
                                                               --------     ---------

             Total adjustments                                     (878)       (3,449)
                                                               --------     ---------

            Net cash provided by (used in)
                            operating activities of:
                                    Continuing operations          (251)         (343)
                                    Discontinued operations        (349)           13
                                                               --------     ---------

                     Net cash used in operating
                            activities                             (600)         (330)

Cash flows from investing activities
   Proceeds from sales of assets                                    256        18,276
   Additions to real estate                                           -           (33)
   Purchase of property and equipment                            (1,580)         (103)
   Net cash effect of purchase of
     subsidiary                                                     739             -
   Additions to notes receivable                                   (249)       (3,100)
   Investing activities of discontinued
     operations                                                       -           (90)
                                                               --------     ---------

             Net cash provided by (used in)
                        investing activities                       (834)       14,950

</TABLE>


                                        6

<PAGE>

                             Greenbriar Corporation
                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                             (Amounts in thousands)

                                                          For The Three
                                                        Month Period Ended
                                                    March 31,         March 31,
                                                      1996               1995
                                                   (Unaudited)       (Unaudited)


Cash flows from financing activities
   Payments on debt                                 $     (2)         $ (14,049)
   Dividends on preferred stock                            -                (62)
   Purchase of common stock                             (121)            (1,065)
                                                    --------          ---------

                    Net cash used in
                     financing activities               (123)           (15,176)
                                                    --------          ---------



                    NET DECREASE IN CASH AND
                     CASH EQUIVALENTS                 (1,557)              (556)

Cash and cash equivalents at beginning
         of period                                     7,199              8,376
                                                    --------           --------

Cash and cash equivalents at end of
         period                                     $  5,642          $   7,820
                                                    ========          =========



Supplemental  information on noncash investing and financing  transactions is as
follows:


   Stock dividend paid on preferred
     shares                                         $     73           $     -


   Sale of subsidiary
     Securities received                            $  4,300                 -
     Net assets sold                                $  3,371                 -


   Purchase of subsidiary
     Fair value of assets acquired                  $ 60,819           $     -
     Liabilities assumed                             (40,499)                -
     Deferred income tax                              (3,261)                -
     Pre-acquisition loan and other
       costs                                            (680)                -
     Preferred stock issued                          (17,118)                -
                                                    --------           -------

                           Total cash received      $   (739)          $     -
                                                    ========           =======
                                                                 
                                        7

<PAGE>


ITEM 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.

Greenbriar  Corporation  and its  subsidiaries  ("Greenbriar"  or "the Company")
develops, builds, owns, operates and manages full service residential retirement
and assisted living  residences.  Through its operations,  the Company  provides
full service  residential housing and personal assistance with the activities of
daily living ("ADLs"),  as needed, for the elderly.  With the overall demand for
alternative  lifestyles  for the  elderly  rapidly  increasing,  providing  this
residential  lifestyle and maximizing  choices for a growing segment of elderly,
upscale customers,  particularly the frail elderly, should provide potential for
significant growth.


Residential Retirement and Assisted Living
------------------------------------------

During  the past  four  years a basic  strategy  of  Greenbriar  was to  acquire
retirement,  nursing  and other  healthcare  facilities  with the  intention  of
improving the physical structure,  occupancy and management  efficiency of those
facilities.  Eventually  the  facilities  would be sold to generate  profits and
provide working capital to grow the Company and increase stockholders' equity.

The Company began development of a focused full service  residential  retirement
and  assisted  living  strategy  in 1994.  The  strategy  employs a  two-pronged
approach to growth in the industry - acquisition and development.


Acquisition
-----------

In  March  1996,  the  Company  acquired  substantially  all of the  assets  and
liabilities  of a number of  companies  under  common  control  and  managed  by
Wedgwood  Retirement  Inns,  Inc.  ("Wedgwood"),   headquartered  in  Vancouver,
Washington. The acquisition has been accounted for as a purchase transaction and
Wedgwood's  operations  will  be  reflected  in the  consolidated  statement  of
earnings  beginning  April 1, 1996.  Wedgwood was one of the first  builders and
management  companies  in the  retirement  and  assisted  living  industry.  The
business of Wedgwood consists of the operation of 17 assisted living, congregate
care and  Alzheimer's  facilities.  Consideration  given was  675,000  shares of
Series D preferred  stock,  1,949,950  shares of Series E preferred  stock,  and
$220,000 in cash and notes, recorded at approximately $14,000,000. To enable the
structuring of this acquisition as a tax-free  exchange,  the Company acquired a
shopping center in North Carolina from James R. Gilley (the Company's  Chairman,
President  and CEO) and  members  of his  family in  exchange  for the  Series D
preferred  stock.  Consideration  was given based upon a current,  independently
appraised  value of  $3,375,000.  The  Series D and E  preferred  stock  will be
convertible,  following  approval  of  the  common  stockholders,  at a  meeting
expected to occur during the third quarter into common stock.  The Series D will
be convertible  into 337,500  shares and the Series E will be  convertible  into
1,624,958 shares.


                                        8

<PAGE>

Acquisition - Continued
-----------------------

Wedgwood operates 17 properties,  all offering some form of assistance with ADLs
or instrumental  activities of daily living ("IADLs").  Wedgwood also operates a
head trauma injury/developmentally disabled special care residence.

The  following  table  summarizes  certain  information   regarding   Wedgwood's
residences.  These residences generally are either owned, leased, and/or managed
by Wedgwood or under construction or development.  One residence, owned by third
parties, is managed by Wedgwood for a fee based on gross revenues. One residence
leased  by  Wedgwood  is  managed  by a  third  party  to whom  Wedgwood  pays a
management fee, also based on gross revenues.

<TABLE>
<CAPTION>

                                                   Date
                                                 Wedgwood
                                                Operations
Location                               Units     Commenced      Ownership
------------------------------------ --------- -------------  -------------
Owned or Leased and Managed
------------------------------------
<S>                                    <C>         <C>        <C>
Camelot (Harlingen, TX)                    165     9/94         Owned<F1>
Crown Pointe (Corona, CA)                  147     1/93         Owned<F4>
Liberty Rehab (Ellensburg, WA)              20     7/95         Owned<F1>
Lincolnshire (Lincoln City, OR)             64     11/95        Owned<F1>
Meadowbrook Place (Baker City, OR)          50     12/92        Owned<F1>
Pacific Pointe (King City, OR)             113     1/93         Leased<F2>
Rose Garden Estates (Ritzville, WA)         21     11/95        Owned<F1>
Summer Hill (Oak Harbor, WA)                59     2/94         Owned<F1>
The Terrace (Portland, OR)                  69     5/91         Owned<F1>
Villa del Rey (Merced, CA)                  92     12/79        Leased<F2>
Villa del Rey (Napa, CA)                    79     11/94        Leased<F2>
Villa del Rey (Roswell, NM)                133     10/87       Leased<F3><F5>
Villa del Rey (Visalia, CA)                 98     12/79        Leased<F2>
Villa del Sol (Roswell, NM)                 12     12/95        Owned<F1>
Wedgwood Terrace (Lewiston, ID)             50     11/95        Leased<F4>
                                     ---------
                            Subtotal     1,172
Managed, Owned by Third Party
------------------------------------
Timberhill Place (Corvallis, OR)            60     5/95          Managed
Leased, Managed by Third Party
------------------------------------
Neawanna by the Sea (Seaside, OR)           58     10/90       Leased<F3><F5>
                                     ---------
                               Total     1,290
<FN>
<F1>     Subject to first mortgage.
<F2>     Leased from third party individuals or partnership.
<F3>     Residence is leased from a Real Estate Investment Trust.
<F4>     60% ownership of real estate and lessee.
<F5>     49% ownership of lessee.
</FN>
</TABLE>

                                        9

<PAGE>

Development
-----------

During 1995 the Company  concentrated  its  efforts on  identifying  potentially
successful   locations  for  assisted  living   residences.   In  this  process,
proprietary   demographic  analysis  and  psychographic  research  methods  were
developed.

The  Company  determined  that it would  concentrate  its  internal  development
efforts on a 'County Seat America' approach to more readily identify potentially
under-served   markets.   The  following  chart  summarizes  all  the  Company's
properties currently under construction and development:
<TABLE>
<CAPTION>

Location                                   Units
---------------------------------------  ---------
Under Construction
---------------------------------------
<S>                                          <C>
Sweetwater Springs  (Lithia Springs, GA)<F2>    49
The Greenbriar at Denison, TX                   44
The Greenbriar at Muskogee, OK <F1>             48
Villa de la Rosa  (Roswell, NM)<F1>             93
Under Development
---------------------------------------
Camelot Assisted Living (Harlingen, TX)<F1>     91
Camelot Independent (Harlingen, TX) <F3>        61
La Conner Retirement Inn  (La Conner, WA)       59
Oak Knoll (Paradise CA)                         99
Oak Park (Clermont, FL)                         60
The Briarcliff at Texarkana, TX                 44
The Briarcliff at Winston-Salem, NC             20
The Greenbriar at Brownwood, TX                 44
The Greenbriar at Palestine, TX                 44
The Greenbriar at Sherman, TX                   44
The Greenbriar at Wichita Falls, TX             44
Woodmark at Steel Lake (Federal Way, WA)       103
                                         ---------
                                  Total        947

<FN>
<F1> Financing committed.
<F2> Leased from a real estate investment trust.
<F3> Units sold to residents who pay a monthly service fee.
</FN>
</TABLE>


                                       10

<PAGE>

Real Estate
-----------

As of March 31, 1996,  Greenbriar owned three retail shopping centers located in
Georgia and one in North Carolina.  The aggregate book value of the four centers
in accordance with generally accepted accounting principles is $6,372,000. While
the shopping centers are profitable and provide operating cash flow, they do not
fit in with the operating  plan of the Company to build and acquire full service
residential  retirement and assisted living residences.  Therefore,  the Company
intends to sell these shopping centers.


Sale of Mobility Assistance Subsidiaries
----------------------------------------

Effective January 1, 1996, the Company sold its wholly owned subsidiary American
Mobility,  Inc. ("AMI") along with AMI's  subsidiaries  Odyssey Mobility,  Inc.,
Aviation Mobility,  Inc. and Alpha Mobility, Inc. to Innovative Health Services,
Inc. ("IHS"), a private company. The sale price was $4,300,000,  consisting of a
$2 million note and  $2,300,000  (230,000  shares) of IHS's Class A  convertible
preferred  stock.  The  Company  will  record a  pre-tax  gain of  approximately
$930,000  on the sale of AMI.  The price  and terms of the sale were  determined
through arms length negotiations  between the parties. The $2 million note bears
interest at the prime rate plus 1% and is payable quarterly.  The note calls for
annual  principal  payments equal to a percentage of IHS's earnings with a final
payment due on February 9, 2001. The preferred  stock has a cumulative  dividend
rate of 8% per  annum,  payable  quarterly.  The  preferred  stock has no voting
rights  unless  dividends  are in arrears.  After  three  years,  under  certain
circumstances,  the  Company can  convert  the  preferred  stock into IHS common
stock,  at a  price  of  75% of the  prevailing  market  price  at the  time  of
conversation.


Liquidity and Capital Resources
-------------------------------

At March 31, 1996 current  assets  exceeded  current  liabilities by $2,258,000.
During the first quarter of 1996 the Company sold the Mobility Group.  This sale
was a continuation of the Companys program of selling its  non-strategic  assets
and using the proceeds to invest in existing  operations by selling the Mobility
Group.

Except for the real estate  operation,  revenue during the first quarter of 1996
was generally composed of interest and dividend income. Wedgwood will be part of
consolidated operations beginning April 1, 1996. Beginning in the second quarter
of 1996, the Company's  operations will more fully reflect those of an operating
full service residential retirement and assisted living company.

The Company has begun it's plan to build and operate assisted living residences.
If necessary,  the Company could  fulfill it's existing  short-term  commitments
through the use of existing capital;  however,  the Company  anticipates it will
finance the facilities.  The Company is finalizing negotiations with a number of
potential  lenders for credit lines for use in development  and  construction of
residences. These credit lines will be sufficient to fund the entire development
program indicated above.

                                       11

<PAGE>



Results of Operations
---------------------

Three month  period  ended March 31, 1996  compared to three month  period ended
March 31, 1995.

Net earnings  for the three month  period ended March 31, 1996 were  $627,000 as
compared to $3,106,000 for the three month period ended March 31, 1995.


Long Term Care Residences
-------------------------

The Company sold "The  Fountainview"  on January 28,  1995.  During the month of
January,  1995 "The  Fountainview"  generated  revenue of $552,000 and operating
expenses of $318,000.  For the three month period ended March 31, 1996 there was
no comparable property.


Real Estate Operations
----------------------

Revenue  from real estate  operations  was  $156,000  for the three months ended
March 31, 1996 as compared to $195,000 for the comparable  period in 1995. Costs
of operating these  properties were $73,000 for the three months ended March 31,
1996 as  compared to $97,000 for the  comparable  period in the prior year.  The
Company,  as previously  mentioned,  has been selling  assets not related to the
development  and  acquisition  of  residential  retirement  and assisted  living
residences. The reduced level of revenue and expenses for real estate operations
reflects the ongoing sale of those properties.


Gain on sale of assets
----------------------

As mentioned above,  during January 1995 the Company sold "The Fountainview" and
recorded a gain of $5,149,000. In February, 1996, the Company sold an investment
in common stock for a gain of $32,000.


General and Administrative Expenses
-----------------------------------

General and  administrative  expenses  were  $724,000 for the three months ended
March 31, 1996  compared  to $837,000  for the  comparable  period in 1995.  The
change is due principally to the reduction of expenses related to the operations
of the Mobility Group and "The Fountainview" which the Company has disposed of.


Interest Income and Expense
---------------------------

Interest  and  dividend  income were  $261,000  for the three month period ended
March 31, 1996 compared to $193,000 for the comparable period in 1995.  Interest
expense  was  $26,000 for the three  months  ended  March 31,  1996  compared to
$121,000 for comparable period in 1995.



                                       12

<PAGE>



Interest Income and Expense - Continued
---------------------------------------

Throughout  1995 and the three months ended March 31, 1996 the Company  disposed
of assets not essential to its long range healthcare strategy. The proceeds from
those sales were used to reduce debt and increase working capital.  The increase
in interest income is the result of having more working  capital to invest.  The
decrease in  interest  expense is due to the  reduction  in debt due both to the
payoff of  mortgages  when real  estate  assets were sold and the  reduction  of
corporate  debt when the  proceeds  from the sale of assets were used to pay off
that debt.


Discontinued Operations
-----------------------

As  mentioned  above,  during  the first  quarter of 1996 the  Company  sold all
mobility  operations.  The gain on sale, net of tax, of $580,000  represents the
gain from the sale of those businesses in the first quarter of 1996.


Forward Looking Statements
--------------------------

Certain  statements  included in this  Managements'  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 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.



                                       13

<PAGE>



PART II.  OTHER INFORMATION


ITEM 2.  Changes in Securities

On March 15,  1996 the Board of  Directors  adopted a  resolution  to change the
voting rights of the Company's Series C Preferred  Stock. The resolution  grants
holders of Series C Preferred  Stock the right to vote together with the holders
of the Common  Stock,  and not as a class  (except as  provided  below),  on any
matters  to come  before a vote of the  shareholders.  Each  share  of  Series C
Preferred Stock outstanding is now entitled to one vote. These voting rights for
each share of Series C Preferred Stock are in addition to and without  amendment
of those set forth in the  Certificate of Designation for the Series C Preferred
Stock of the Corporation.



ITEM 4.  Submission of Matters to a vote of Security Holders


Prior to obtaining approval from affiliated  stockholders  comprising a majority
of shares  outstanding  (as permitted by Nevada law), an  information  statement
reflecting an amendment to the Company's Articles of Incorporation to change the
name of the Company from "Medical Resource  Companies of America" to "Greenbriar
Corporation" was mailed to the stockholders  during March, 1996. The name change
was  authorized  by the Board of  Directors  on  November  17,  1995 and  became
effective on March 27, 1996.


ITEM 6.  Exhibits and Reports on Form 8-K

During the quarter ended March 31, 1996, the Company filed a report
dated February 20, 1996 on Form 8-K which reported the sale of
American Mobility, Inc. along with its subsidiaries Odyssey
Mobility Systems, Inc., Aviation Mobility, Inc. and Alpha Mobility,
Inc. (See Part I, Item 2).  The financial statements included with
the filing were:

         A).      A pro forma consolidated balance sheet of the Company
                  as of September 30, 1995 prepared as though the
                  disposition had occurred on September 30, 1995,

         B).      A pro forma consolidated statement of operations of the
                  Company for the year ended December 31, 1994 prepared as
                  though the disposition had occurred at the beginning of
                  the period, and,


                                       14

<PAGE>



ITEM 6.  Exhibits and Reports on Form 8-K - Continued


         C).      A pro  forma  consolidated  statement  of  operations  of  the
                  Company for the nine month  period  ended  September  30, 1995
                  prepared  as  though  the  disposition  had  occurred  at  the
                  beginning of the period.


Also during the first  quarter of 1996,  the Company  filed a report dated March
29, 1996 on Form 8-K which reported the acquisition of Wedgwood Retirement Inns,
Inc.  (See Part I, Item 2). The financial  statements  required to be filed with
respect to the acquisition will be filed by amendment.


                                       15

<PAGE>



                             Greenbriar Corporation


                                   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 20, 1996                             By: /s/ Gene S. Bertcher
                                                    --------------------
                                                    Gene S. Bertcher
                                                    Executive Vice President
                                                    Chief Financial Officer


                                       16

<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted fromthe Form
10-QSB Consolidated Balance Sheet as of March 31, 1996 and the Consolidated
Statement of Earnings for the Three Month Period Ended March 31, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>   1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                           5,642
<SECURITIES>                                         0
<RECEIVABLES>                                      584
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 7,862
<PP&E>                                          58,391
<DEPRECIATION>                                     268
<TOTAL-ASSETS>                                  89,268
<CURRENT-LIABILITIES>                            5,604
<BONDS>                                         36,563
                                0
                                        266
<COMMON>                                            35
<OTHER-SE>                                      42,222
<TOTAL-LIABILITY-AND-EQUITY>                    89,268
<SALES>                                              0
<TOTAL-REVENUES>                                   899
<CGS>                                                0
<TOTAL-COSTS>                                       73
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  26
<INCOME-PRETAX>                                     76
<INCOME-TAX>                                        29
<INCOME-CONTINUING>                                 47
<DISCONTINUED>                                     580
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       627
<EPS-PRIMARY>                                     0.17
<EPS-DILUTED>                                        0
        

</TABLE>


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