GREENBRIAR CORP
10QSB, 1998-08-13
SKILLED NURSING CARE FACILITIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 June 30, 1998

                                       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                          (IRS Employer
incorporation or organization)                           Identification Number)


                   4265 Kellway Circle, Addison, Texas, 75244
                    (Address of principal executive offices)
                                 (972) 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 August 12, 1998, the issuer had outstanding approximately 6,733.000 shares of
par value $.01 common stock.




<PAGE>


                             Greenbriar Corporation


Part I.           Financial Information

Item 1.           Financial Statements
                  Consolidated Balance Sheets -
                  June 30, 1998, and December 31, 1997..................... 3

                  Consolidated Statements of Earnings
                  Three and Six Months Ended June 30, 1998, and 1997....... 5

                  Consolidated Statements of Cash Flows
                  Six Months Ended June 30, 1998, and 1997 ................ 6

                  Notes to Consolidated Financial Statements............... 7

Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations......................11


Part II.          Other Information........................................14

                  Signatures...............................................15







                                       2


<PAGE>


ITEM 1.  FINANCIAL STATEMENTS
- -----------------------------

                             Greenbriar Corporation
                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)





                                                              

ASSETS                                   June 30,  December 31,
                                           1998       1997
                                       (Unaudited)  
CURRENT ASSETS
   Cash and cash equivalents            $ 10,205   $     23
   Accounts receivable-trade               1,347      1,162
   Stock subscription  receivable           --       22,000
   Other current assets                    2,748      1,317
                                        --------   --------

      Total current assests               14,300     24,502

REAL ESTATE OPERATIONS HELD FOR SALE,
    At lower of cost or market             1,326      3,097

DEFERRED INCOME TAX BENEFIT                4,750      2,632

INVESTMENT IN SECURITIES, AT COST          2,046      2,025

MORTGAGE NOTE RECEIVABLE, net of           3,617      3,617
    Deferred gain of $3,083

PROPERTY AND EQUIPMENT, AT COST
   Land and improvements                  11,898     12,114
   Buildings and improvements             81,028     80,758
   Equipment and furnishings               6,163      5,898
   Construction in progress                 --        4,864
                                        --------   --------
                                          99,089    103,634
      Less accumulated depreciation        6,623      5,486
                                        --------   --------
                                          92,466     98,148

DEPOSITS                                   4,777      3,619

GOODWILL AND OTHER INTANGIBLES            12,590     12,129

OTHER ASSETS                                 763      1,474
                                        --------   --------
                                        $136,635   $151,243
                                        ========   ========





                                       3



<PAGE>


                             Greenbriar Corporation
                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                             (Amounts in thousands)


LIABILITIES AND STOCKHOLDERS' EQUITY                    June 30,    December 31,
                                                          1998         1997
                                                          ----         ----
                                                      (Unaudited)
CURRENT LIABILITIES
   Current maturities of long-term debt                $   3,994    $  13,403
   Notes payable-affiliate                                   202        1,479
   Accounts payable-trade                                    776        1,883
   Accrued expenses                                        1,973        3,345
   Other current liabilities                               3,591        1,798
                                                       ---------    ---------

      Total current liabilities                           10,536       21,908

MORTGAGE NOTES COLLATERALIZED BY
   REAL ESTATE HELD FOR SALE                                 888          893

LONG-TERM DEBT                                            55,790       54,851

FINANCING OBLIGATIONS                                     10,815       10,815

OTHER LONG-TERM LIABILITIES                                  771          259
                                                       ---------    ---------

      TOTAL LIABILITIES                                   78,800       88,726

PREFERRED STOCK REDEMPTION OBLIGATION                     12,181         --


STOCKHOLDERS' EQUITY
   Preferred stock                                           289          289

   Common stock $.01 par value authorized, 20,000
       shares;  issued and outstanding, 7,300 shares          73           73


   Additional paid-in capital                             71,841       83,339
   Accumulated deficit                                   (24,034)     (18,669)
                                                       ---------    ---------
                                                          48,169       65,032
   Less stock purchase note receivable
      (including $2,438 from related parties)             (2,515)      (2,515)
                                                       ---------    ---------
                                                          45,654       62,517
                                                       ---------    ---------
                                                       $ 136,635    $ 151,243
                                                       =========    =========


                                       4



<PAGE>

<TABLE>
<CAPTION>

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

                                                            For The Three Month   For The Six Month 
                                                               Period Ended         Period Ended                 
                                                                 June 30,             June 30,
                                                             1998        1997        1998       1997
                                                           --------    --------    --------    --------
<S>                                                                                <C>         <C>    

                                                              (Unaudited)              (Unaudited)
Revenue
   Assisted living operations                              $ 14,129    $  9,248    $ 28,162    $ 18,126
   Other                                                         43          37          83          64
                                                           --------    --------    --------    --------
                                                             14,172       9,285      28,245      18,190

Operating Expenses
   Assisted living community
     operations                                            $  9,719    $  6,006    $ 19,282    $ 11,760
   Lease expense                                              2,751       1,146       5,295       2,264
   Depreciation and amortization                              1,144         785       2,273       1,543
   Corporate general and
     administrative                                           1,550       1,234       3,079       2,703
                                                           --------    --------    --------    --------
                                                             15,164       9,171      29,929      18,270
                                                           --------    --------    --------    --------

      Operating income (loss)                                  (992)        114      (1,684)        (80)

Other income (expense)
   Interest and dividend income                            $    244    $     80    $    570    $    233
   Interest expense                                          (1,601)     (1,589)     (3,337)     (3,169)
   Other                                                       (481)        333        (846)        949
                                                           --------    --------    --------    --------
                                                             (1,838)     (1,176)     (3,613)     (1,987)
                                                           --------    --------    --------    --------

Loss before income taxes
                                                             (2,830)     (1,062)     (5,297)     (2,067)

Income tax benefit                                           (1,144)       (585)     (2,118)     (1,014)
                                                           --------    --------    --------    --------

   Net loss                                                  (1,686)       (477)     (3,179)     (1,053)

Preferred stock dividend
   Requirement                                               (1,177)        (80)     (2,189)       (160)

Loss allocable to common
   stockholders                                            $ (2,863)   $   (557)   $ (5,368)   $ (1,213)
                                                           ========    ========    ========    ========
Net loss per common share-basic
   and diluted                                             $   (.39)   $   (.08)   $   (.73)   $   (.18)

Weighted average number of common
 and equivalent shares outstanding                            7,310       6,564       7,310       6,564

</TABLE>


                                       5


<PAGE>



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

                                                            For the Six
                                                     Month Period Ended June 30,
                                                         1998        1997
                                                       ---------   ---------
                                                      (Unaudited)  (Unaudited)
Cash flows from operating activities
   Net loss                                            $ (3,179)   $ (1,053)
   Adjustments to reconcile net loss
      to net cash used in operating activities
      Discontinued operations                              --          (446)
      Depreciation and amortization                       2,273       1,543
      Loss on sales of assets                               644        --

   Changes in operating assets and
         liabilities
      Accounts receivable                                  (185)       (553)
      Deferred income taxes                              (2,118)       (818)
      Other current and non-current assets               (3,496)       (947)
      Accounts payable and other liabilities               (399)         23
                                                       --------    --------

Net cash used in Operating Activities                    (6,460)     (2,251)
                                                       --------    --------

Cash flows from Investing activities
   Proceeds from sale of assets                           7,702        --
   Collections of notes receivable                         --            96
   Purchase of property and equipment                    (2,093)     (2,155)
   Additions to notes receivable                           --          (281)
                                                       --------    --------

      Net Cash provided by (used in) Investing
         Activities                                       5,609      (2,340)

Cash flows from Financing Activities
   Proceeds from borrowings                              16,496       2,751
   Payments on debt                                     (26,243)       (705)
   Dividends on preferred stock                            (771)       (145)
   Purchase of common and preferred stock                  (472)         (1)
   Issuance of preferred stock                           22,000        --
   Exercise of stock options                               --           206
                                                       --------    --------

      Net Cash provided by Financing Activities          11,010       2,106
                                                       --------    --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     10,159      (2,485)
                                                       --------    --------

  Cash and cash equivalents at beginning of
   period                                                    23       2,784
                                                       --------    --------
 Cash and cash equivalents at end of period            $ 10,182    $    299
                                                       ========    ========


                                       6


<PAGE>


                             Greenbriar Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            For the Three and Six Months Ended June 30,1998, and 1997


NOTE A - BASIS OF PRESENTATION
- ------------------------------

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts  of  Greenbriar   Corporation  and  its   majority-owned   subsidiaries
(collectively,  "the Company"). All significant  inter-company  transactions and
accounts have been eliminated.

The  statements  have  been  prepared  in  accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions to Form 10-QSB and Item 310 of Regulation S-B and, accordingly,  do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  interim  financial   statements.   These  financial
statements have not been examined by independent  certified public  accountants,
but  in the  opinion  of  management,  all  adjustments  (consisting  of  normal
recurring accruals) necessary for a fair presentation of consolidated results of
operations,  consolidated  financial position and consolidated cash flows at the
dates and for the periods indicated, have been included.

Operating  results for the three and six month periods ended June 30, 1998,  are
not  necessarily  indicative  of the results  that may be expected  for the year
ended  December 31, 1998.  For further  information,  refer to the  consolidated
financial  statements and notes thereto  included in the Company's Annual Report
on Form 10-KSB and Form 10-KSB/A for the fiscal year ended December 31, 1997.

NOTE B - ACQUISITIONS
- ---------------------

VILLA RESIDENTIAL CARE HOMES, INC.

On December 29, 1997,  Greenbriar acquired Dallas, Texas based Villa Residential
Care Homes, Inc., and related partnerships ("Villa").  Villa leased and operated
11  assisted  living  communities  in Texas with a resident  capacity  of 955. A
Greenbriar  subsidiary  became the  managing  general  partner of the  operating
partnerships.

The purchase price was 184,476 shares of registered  Greenbriar common stock and
10,464,321  operating  partnership  units  convertible  after a one year holding
period  into  536,990  shares  of  Greenbriar  common  stock  subject  to future
registration  rights.  An additional 85,984 shares of common stock and 1,568,904
operating  partnership  units  convertible  into 80,510  shares of common  stock
subject to future  registration  rights may be issued  within two years based on
certain of the communities meeting performance requirements. The total number of
Greenbriar  common  shares to be issued in the  transaction  will  therefore  be
between 721,466 and 887,960. For accounting purposes, all the common shares into
which the operating  units may be converted  have been  included in  outstanding
common shares.





                                       7



<PAGE>


WINDSOR GROUP

In October 1997,  Greenbriar issued 160,000 shares of Greenbriar common stock in
the  acquisition of the Windsor Group  ("Windsor").  The Windsor Group owned and
operated two communities,  had two under construction and had expansion underway
in one of the two existing communities. The completion of that construction will
provide the service capacity for an additional 122 residents.

The  acquisitions  have been accounted for as purchase  transactions and Villa's
and Windsor's operations are reflected in the consolidated statement of earnings
beginning January 1, 1998, and October 1, 1997, respectively.

The  following  table  presents  pro forma  unaudited  consolidated  results  of
operations  for the six month  period  ended June 30,  1997,  assuming  that the
acquisition  had taken place on January 1, 1997.  The pro forma  results are not
necessarily indicative of the results of operations that would have occurred had
the acquisition been made on January 1, 1997, or of future results of operations
of the combined companies.

                                                       For the Six Month
                                                   Period Ended June 30,1997
                                                     (Amounts in Thousands,
                                                     except per share data)

                                                            (Pro Forma)
                                                            -----------
                                                            (Unaudited)
Revenue                                                     $ 22,141
Net loss                                                    $ (1,409)
Preferred stock dividend requirement                        $   (160)
Loss allocable to common shareholders                       $ (1,569)
         NET LOSS PER SHARE-BASIC AND DILUTED               $   (.24)


NOTE C - DISPOSITION OF REAL ESTATE OPERATIONS
- ----------------------------------------------

At January 1, 1998, the Company owned three shopping  centers in Georgia.  While
the centers were all profitable,  they did not fit into the Company's long range
strategic plan and commitment to the assisted living industry. In June 30, 1998,
the Company  sold one of the  shopping  centers for  approximately  $1.5 million
dollars.  The Company is actively  attempting  to sell the remaining two centers
which as of June 30, 1998, have an aggregate book value of $1,326,000.

In June 1998, the Company sold one of its assisted  living  communities in North
Carolina.  The  proceeds of $5.8  million  dollars were used to reduce long term
debt.






                                       8






<PAGE>

<TABLE>
<CAPTION>

NOTE D - LONG-TERM OBLIGATIONS
- ------------------------------
Long-term debt is comprised of the following (in thousands):
                                                                                      June 30,               December 31,
                                                                                        1998                     1997
                                                                                        ----                     ----
<S>                                                                                   <C>                    <C>   

Notes  payable  to  financial  institutions  maturing  through  2015;  fixed and
   variable  Interest  rates  ranging  from 7.5% to  11.75%;  collateralized  by
   property, fixtures, equipment and the assignment of rents                          $  30,359              $ 30,090

Notes payable to individuals and companies  maturing through 2022;  variable and
   fixed interest rates ranging from 7% to 12%  collateralized by real property,
   personal property, fixtures, equipment and the assignment of rents                     4,960                 9,544

Note payable  to the  Redevelopment  Agency of the City of  Corona,  California,
   payable into a sinking fund  semi-annually in increasing  amounts from $65 to
   $420 through May 1, 2015;  variable interest rate of 5.725% at June 30, 1997;
   collateralized by personal property, land, fixtures and the                            7,405                 7,495
   assignment of rents

Notes payable to related parties maturing in 2001; interest rates ranging from 
   9.25% to 12%                                                                               -                   897

Notes payable to financial  institution  maturing through 2000; bearing interest
   at prime plus .50% to 1.25%; collateralized by property and equipment                  2,252                 8,023

Mortgage note payable to a financial institution maturing in 2007; bearing
   interest at 11.35%; collateralized by property and equipment                          14,061                11,413

Other                                                                                       747                   792
                                                                                       --------              --------
                                                                                         59,784                68,254

   Less: current maturities                                                               3,994                13,403
                                                                                       --------              --------
                                                                                      $  55,790              $ 54,851
                                                                                      =========              ========
</TABLE>


The Company operates two communities  that are financed  through  sale-leaseback
obligations.  At the end of the  tenth  year  of the  fifteen-year  leases,  the
Company has options to repurchase the communities for the greater of their sales
price or their current  replacement costs less depreciation plus land at current
fair market value.  Accordingly,  these  transactions have been accounted for as
financings,  and the  Company  has  recorded  the  proceeds  from  the  sales as



                                       9



<PAGE>


financing  obligations,  classified the lease  payments as interest  expense and
continues to carry the communities on its books and to record depreciation.

<TABLE>
<CAPTION>

NOTE E - PREFERRED STOCK
- ------------------------

The following  summarizes the various classes of preferred stock at December 31,
1997, and June 30, 1998. (amounts in thousands except per share data):

<S>                                                                                 <C>     

Series B cumulative  convertible  preferred stock,  $.10 par value;  liquidation
   value of $100; authorized, 100 shares; issued and outstanding, 1 share.          $     1


Series D cumulative  convertible  preferred stock,  $.10 per value;  liquidation
   value of $3,375; authorized, issued and outstanding 675 shares
                                                                                         68


Series  F  voting  cumulative  convertible  preferred  stock,  $.10  par  value;
   liquidation value of $14,000; authorized, issued and outstanding, 
   1,400 shares                                                                         140


Series G cumulative convertible preferred stock, $.10 par value; 
   liquidation value of $8,000; authorized, issued and outstanding, 800 shares           80
                                                                                        ---
                                                                                       $289
                                                                                       ----
</TABLE>

     The Series B preferred stock has a liquidation  value of $100 per share and
     is  convertible  into  common  stock  over  a  ten-year  period  at  prices
     escalating  from  $25.00  per  share in 1993 to  $55.55  per share by 2001.
     Dividends  at a rate of 6% are payable in cash or  preferred  shares at the
     option of the Company.

     The Series D preferred stock has a liquidation value of $5 per share and is
     convertible into common stock at $10.00 per share. Cumulative dividends are
     payable in cash at a rate of 9.5%.

     The Series F voting  preferred stock has a liquidation  value of $10.00 per
     share and each share is  convertible  into 5.7 shares of common stock.  The
     holder has the option to convert beginning in January 2000 and must convert
     by January 2001. Dividends are payable in cash at a rate of 6%.

     The Series G preferred  stock has a  liquidation  value of $10.00 per share
     and each share is convertible  into 5.7 shares of common stock.  The holder
     has the option to convert  beginning  in January  2000 and must  convert by
     January 2001. Dividends are payable in cash at a rate of 6%.



                                       10


<PAGE>


     The Series F and Series G preferred  shares were sold in December 1997, for
     $22,000,000,  less  selling and  offering  costs of  $453,000.  Payment was
     received in January 1998. In connection  with the sale, the Company entered
     into an agreement  which provides  that, on the date of conversion,  if the
     value of the Company's  common stock has not increased at an annual rate of
     at least 14% during the period the preferred  shares are  outstanding,  the
     Company is  required to make a Cash  Payment  ("the Cash  Payment")  to the
     preferred  stockholders  equal to the market price deficiency on the shares
     received upon conversion.

     The 14%  guaranteed  return  will be  accreted  by a charge to  accumulated
     deficit.  The amount of the Cash  Payment  that would be required  assuming
     conversion at each balance sheet date will be transferred from stockholders
     equity to temporary equity. At June 30, 1998, a Cash Payment of $12,181,000
     would have been due assuming conversion took place.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- -------  ---------------------------------------------------------

Overview

During  1994 the  Company  began a series of steps to focus its  business on the
development, management and ownership of assisted living properties. The Company
began  construction  of its first  assisted  living  community in July 1995, and
opened that community to residents on May 30, 1996. By July 1, 1996, the Company
(excluding  acquisitions) had three additional assisted living communities under
construction. In order to increase the Company's presence in the assisted living
industry,  create geographic  diversity and obtain  experienced  personnel,  the
Company acquired Wedgwood  Retirement Inns (Wedgwood) in March 1996 and American
Care Communities,  Inc.  ("American Care") in December 1996,  Windsor in October
1997,  and Villa in December  1997. The  acquisitions  of Wedgwood,  Windsor and
Villa  have  been  accounted  for as  purchases,  and the  historical  financial
statements  of the  Company do not include  any  revenues  or earnings  (losses)
attributed  to those  operations  prior to the  acquisition.  The American  Care
acquisition  has been  accounted for as a pooling of interests and  accordingly,
the Company's  financial  statements  have been restated to include the accounts
and operations of American Care for all periods prior to the acquisition.

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

Discussion of three and six month periods ended June 30, 1998, compared to three
and six month periods ended June 30, 1997.


Revenues and Operating Expenses from Assisted Living Operations
- ---------------------------------------------------------------
Revenues were  $14,172,0000  and  $28,245,000 for the three and six months ended
June 30, 1998, as compared to $9,285,000 and  $18,190,000  for the three and six
months ended June 30, 1997.  Community  operating  expenses,  which  consists of
assisted  living  community   expenses,   lease  expense  and  depreciation  and
amortization,  were  $13,614,000  and  $26,850,000  for the three and six months
ended June 30, 1998, as compared to $7,937,000 and $15,567,000 for the three and
six months ended June 30, 1997.

Villas and Windsor were acquired in the fourth quarter of 1997, in  transactions
that were accounted for as purchases.  The revenue and related  expenses for the
communities  acquired through these acquisitions are not included in the amounts
for 1997. The revenues and related expenses for these  communities for the three


                                       11


<PAGE>


and six  months  ended  June 30,  1998,  were  $3,179,319  and  $3,625,407,  and
$6,544,986 and $7,360,673 respectively.  The balance of the increases are due to
the opening by Greenbriar of new communities  during 1997, and increased  census
at the existing communities.

<TABLE>

                                        Three Month Period Ended
                                             June 30, 1998
                                         (Amounts in thousands)

                                              Stabilized            Start-up             Total
                                              Communities(1)        Communities(2)
<S>                                                                                      <C>     

Assisted Living Community Income                $ 13,175            $     954            $ 14,129
Assisted Living Community Operating
   Expenses                                        8,775                  944               9,719
                                                --------            ---------            --------

Gross Operating Income                             4,400                   10               4,410

Lease Expense                                      2,327                  424               2,751
Community depreciation and
   amortization                                    1,006                  138               1,144
                                                --------            ---------            --------

  Income (loss) from community
   operations                                   $  1,067            $    (552)           $    515
                                                ========            =========            ========
</TABLE>


     (1)  Stabilized  communities are those communities that have been operating
          for one year or have achieved stabilized occupancy of 95%.

     (2)  Start-up   communities  are  those  communities  that  have  not  been
          operating for one year and have not achieved a stabilized occupancy of
          95% or more.

     (3)  The Company has 46 stabilized and 4 start-up communities.

     (4)  Community  operating  expense does not include  corporate  general and
          administrative   expense   or  lease   expense   for  the   respective
          communities.

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

General and administrative expenses were $1,550,000 and $3,079.000 for the three
and six months ended June 30, 1998,  compared to $1,234,000  and  $2,703,000 for
the three and six months ended June 30, 1997. The increases are due primarily to
the growth in the number of communities.

Interest and Dividend Income
- ----------------------------

Interest and  dividend  income for the three and six months ended June 30, 1998,
was $244,000 and  $570,000  compared to $80,000 and $233,000 for the  comparable
period in 1997. In the first quarter of 1998, the Company received proceeds from
the sale of  preferred  stock of  $22,000,000.  The  increase  in  interest  and
dividend income is due to an increase in cash available for investment purposes.




                                       12


<PAGE>


Interest Expense
- ----------------

Interest  expense  for the  three  and six  months  ended  June  30,  1998,  was
$1,601,000  and  $3,337,000  compared  to  $1,589,000  and  $3,169,000  for  the
comparable  period in 1997.  The  increase in interest  expense  represents  the
interest incurred on the mortgage debt and financing obligations on the acquired
communities, as well as debt incurred on new communities which opened in 1997.

Other Income (Expense)
- ----------------------

Other income  (expense)  for the three and six months  ended June 30, 1998,  was
($481,000) and ($846,000)  compared to $333,000 and $949,000 for the same period
in 1997.  The other income in 1997, is the result of a gain recorded on the sale
of assets.  The losses recorded in 1998, are  attributable to a loss on the sale
of assets as well as a minority interest in a community owned by the Company.

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

At June 30, 1998, the Company had working capital of $3,764.000.

In December  1997,  the Company sold Series F and Series G preferred  shares for
$22,000,000 less selling and offering costs of $453,000. Payment was received in
January 1998.

Throughout 1997, and into 1998, the Company has been refinancing  certain of its
long term debt. In July 1997, and January 1998, the Company  refinanced the debt
on a total of six of its  communities  resulting  in a lower  interest  rate and
additional working capital of $2,800,000 and $1,935,000 respectively.

In June 1998,  the company sold an assisted  living  community in North Carolina
for approximately $5,800,000. The proceeds were used to reduce long term debt.

As of June 30, 1998, the Company has loans in place or has received  commitments
for  future  financing,  subject,  in the  case  of the  commitments,  to  final
documentation, as follows:

(i) Health Care REIT,  Inc.  has issued a  commitment  to provide $90 million to
acquire and pay 100% of the construction costs of assisted living communities to
be  leased to the  Company.  The term of the  leases  will be the  maximum  term
available  for operating  lease  treatment but not less than 13 years plus three
five-year renewal options. The credit facility will expire on December 31, 2000.
A 1 % commitment  fee is required,  as each lease is entered  into.  The Company
will have the option to purchase  each  community at the end of the term for its
original cost plus 50% of the increase in its fair market  value.  As additional
security to the lessor,  the Company  will  provide a letter of credit for 5% of
the amount  financed,  a first lien on personal  property and receivables of the
community, and subordination of management fees and rentals from subtenants.

(ii) In 1995 Investors Real Estate Trust ("IRET") issued a commitment to provide
100% of the construction costs up to $2,810,000 for Sweetwater Springs in Lithia
Springs,  Georgia that opened in October 1996. Upon completion the community was



                                       13




<PAGE>

leased  to the  Company  for a term of 15  years.  In 1996  the  commitment  was
increased by  $1,540,000  to a maximum of $4,350,000 in order to provide for the
construction  of a second phase of the community  consisting  of 16  Alzheimer's
special care units.  The Company has an option to purchase the Community at fair
market value during the first nine months of the  fourteenth  year of the lease.
The lease is secured by the community.

Construction of the second phase has been deferred indefinitely.  Though some of
the additional  funding has been  utilized,  the remaining  funds  available are
considered sufficient to complete the second phase.

The Company  believes it has  adequate  resources  to complete  its  communities
currently  under  construction  and  development and plans to use the balance of
such committed  sources and its net working capital in excess of operating needs
for future development of assisted living communities.

Future  development  activities  of the Company  are  dependent  upon  obtaining
capital and financing through various means,  including  financing obtained from
sale/leaseback  transactions,   construction  financing,  long-term  state  bond
financing, debt or equity offerings and, to the extent available, cash generated
from  operations.  There can be no  assurance  that the Company  will be able to
obtain adequate capital to finance its projected growth.

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

Certain  statements  included in this  Management's  Discussion and Analysis are
forward looking  statements that predict the future  development of the Company.
The  realization  of these  predictions  will be subject to a number of variable
contingencies,  and there is no assurance that they will occur or be realized in
the time frame proposed.  The risks associated with the potential  actualization
of the Company's plans include:  contractor delays, the availability and cost of
financing,  availability of managerial  oversight and regulatory  approvals,  to
name a few.

PART II. OTHER INFORMATION
- --------------------------

Not applicable

















                                       14



<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:  August 12, 1998             By: /s/ Gene S. Bertcher
                                          ---------------------
                                          Executive Vice President
                                          Chief Financial Officer


















                                       15


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
     Form 10-Q unaudited  consolidated balance sheet as of June 30, 1998 and the
     unaudited consolidated statement of earnings for the six month period ended
     June  30,  1998 and is  qualified  in its  entirety  by  reference  to such
     financials statements.
</LEGEND>
<CIK>                         0000105744                  
<NAME>                        Greenbriar Corporation
<MULTIPLIER>                                   1
<CURRENCY>                                     US DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   JUN-30-1998
<EXCHANGE-RATE>                                1
<CASH>                                         10,205
<SECURITIES>                                   0
<RECEIVABLES>                                  1,347
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               14,300
<PP&E>                                         99,089
<DEPRECIATION>                                 6,623
<TOTAL-ASSETS>                                 136,635
<CURRENT-LIABILITIES>                          10,536
<BONDS>                                        55,790
                          0
                                    289
<COMMON>                                       73
<OTHER-SE>                                     45,292
<TOTAL-LIABILITY-AND-EQUITY>                   136,635
<SALES>                                        0
<TOTAL-REVENUES>                               28,245
<CGS>                                          0
<TOTAL-COSTS>                                  29,929
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             3,337
<INCOME-PRETAX>                                (5,297)
<INCOME-TAX>                                   2118
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (3,179)
<EPS-PRIMARY>                                  (.73)
<EPS-DILUTED>                                  0
        


</TABLE>


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