GREENBRIAR CORP
10-Q, 1999-11-12
SKILLED NURSING CARE FACILITIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark One)
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
                     For the period ended September 30, 1999

                                       OR

[  ]    TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                          Commission file number 0-8187

                             Greenbriar Corporation
             (Exact name of Registrant as specified in its charter)

                 Nevada                                       75-2399477
     (State or other jurisdiction of                         (IRS Employer
     Incorporation or organization)                       Identification No.)

        4265 Kellway Circle, Addison, Texas                     75001
     (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (972) 407-8400

Securities registered pursuant to Section 12(b) of the Act:

                                                         Name of Each Exchange
           Title of Each Class                           on Which Registered
           -------------------                           -------------------
      Common Stock, $.01 par value                     American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
past 12 months (or for such shorter  period that the issuer was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

                                 YES [X] NO [ ]

At November 12, 1999, the issuer had outstanding  approximately 6,733,000 shares
of par value $.01 Common Stock.




<PAGE>



                             GREENBRIAR CORPORATION
                     Index to Quarterly Report on Form 10-Q
                         Period ended September 30, 1999


Part I: Financial Information..................................................3

   ITEM 1: FINANCIAL STATEMENTS................................................3
     Consolidated Balance Sheets...............................................3
     Consolidated Statements Of Operations.....................................5
     Consolidated Statements Of Cash Flow......................................6
     Notes To Consolidated Financial Statements................................7
   ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                RESULTS OF OPERATIONS.........................................10
     Three and nine month periods ended September 30, 1999 compared to three
     and nine month periods ended September 30, 1998..........................11
     Year 2000................................................................13
     Effect of Inflation......................................................14
     Forward Looking Statements...............................................14

Part II: Other Information....................................................15



















                                       2

<PAGE>



                          PART I: FINANCIAL INFORMATION


ITEM 1: FINANCIAL STATEMENTS
- ----------------------------

                             Greenbriar Corporation
                           Consolidated Balance Sheets
                             (Amounts in thousands)

                                               September 30,    December 31,
Assets                                            1999             1998
                                                (Unaudited)

Current Assets
       Cash And Cash Equivalents                 $  4,370       $  6,024
       Accounts Receivable-Trade                      326            448
       Other Current Assets                         1,804          1,851
                                                 --------       --------

              Total Current Assets                  6,500          8,323

Real Estate Operations Held For Sale,
       At Lower Of Cost Or Market                      --          1,000

Deferred Income Tax Benefit                         4,750          4,750

Investment In Securities, At Cost                   2,046          2,046

Mortgage Note Receivable, Net Of
       Deferred Gain Of $3,083                      3,617          3,617

Property And Equipment, At Cost
       Land And Improvements                       11,241         11,651
       Buildings And Improvements                  75,356         84,097
       Equipment And Furnishings                    6,444          5,996
                                                 --------       --------

                                                   93,041        101,744

              Less Accumulated Depreciation         9,167          7,921
                                                 --------       --------

                                                   83,874         93,823

Deposits                                            4,239          3,422

Goodwill And Other Intangibles                     11,464         12,511

Other Assets                                          844            861
                                                 --------       --------

                                                 $117,334       $130,353
                                                 ========       ========






                                       3


<PAGE>

<TABLE>

<CAPTION>

                             Greenbriar Corporation
                     Consolidated Balance Sheets - Continued
                             (Amounts in thousands)

                                                            September 30,   December 31,
Liabilities And Stockholders' Equity                             1999          1998
                                                             (Unaudited)
<S>                                                          <C>            <C>
Current Liabilities
       Current Maturities Of Long-Term Debt                  $   1,602      $   2,278
       Accounts Payable - Trade                                    359          1,787
       Accrued Expenses                                          1,128          2,471
       Other Current Liabilities                                 1,551          1,266
                                                             ---------      ---------

              Total Current Liabilities                          4,640          7,802

Mortgage Notes Collateralized By
       Real Estate Held For Sale                                  --              883

Long-Term Debt                                                  52,215         58,154

Financing Obligations                                           10,815         10,815

Other Long Term Liabilities                                        845            862
                                                             ---------      ---------

              Total Liabilities                                 68,515         78,516

Preferred Stock Redemption Obligation                           25,231         21,748


Stockholders' Equity
       Preferred Stock                                             289            289

       Common Stock $.01 Par Value; Authorized, 20,000
              Shares; Issued And Outstanding, 7,514 Shares          76             76

       Additional Paid-In Capital                               63,081         64,261
       Accumulated Deficit                                     (37,491)       (32,170)
                                                             ---------      ---------

                                                                25,955         32,456
       Less Stock Purchase Notes Receivable
              (Including $2,250 From Related Parties)           (2,367)        (2,367)
                                                             ---------      ---------

                                                                23,588         30,089
                                                             ---------      ---------

                                                             $ 117,334      $ 130,353
                                                             =========      =========

</TABLE>




                                       4

<PAGE>

<TABLE>

<CAPTION>

                             Greenbriar Corporation
                      Consolidated Statements Of Operations
                  (Amounts in thousands, except per share data)

                                             For The Three Month         For The Nine Month
                                                Period Ended                Period Ended
                                                September 30,               September 30,
                                             1999        1998            1999        1998
                                            --------    --------        --------    --------
                                                 (Unaudited)                 (Unaudited)
<S>                                         <C>         <C>             <C>         <C>
Revenue
       Assisted living operations           $ 10,421    $ 13,888        $ 30,872    $ 42,050
       Other                                    --            11            --            94
                                            --------    --------        --------    --------

                                              10,421      13,899          30,872      42,144
Operating Expenses
       Assisted living community
              operations                    $  6,317    $  9,057        $ 18,612    $ 28,339
       Lease expense                           1,297       2,586           3,877       7,881
       Depreciation and amortization           1,002       1,140           3,028       3,413
       Corporate general and
              administrative                   1,093       1,003           3,350       4,082
                                            --------    --------        --------    --------

                                               9,709      13,786          28,867      43,715
                                            --------    --------        --------    --------

              Operating income (loss)            712         113           2,005      (1,571)

Other income (expense)
       Interest and dividend income         $    184    $    269        $    497    $    839
       Interest expense                       (1,424)     (1,524)         (4,291)     (4,861)
       Loss on the sale of assets               (186)        (94)           (186)       (791)
       Other                                     (72)         50             148         (99)
                                            --------    --------        --------    --------

                                              (1,498)     (1,299)         (3,832)     (4,912)
                                            --------    --------        --------    --------

Loss before income taxes                        (786)     (1,186)         (1,827)     (6,483)

Income tax benefit                              --          --              --        (2,118)
                                            --------    --------        --------    --------

       Net loss                                 (786)     (1,186)         (1,827)     (4,365)

Preferred stock dividend
       requirement                            (1,189)     (1,189)         (3,535)     (3,378)

Loss allocable to common
       stockholders                           (1,975)     (2,375)         (5,362)     (7,743)
                                            ========    ========        ========    ========

Net loss per common share -
       basic and diluted                    $  (0.27)   $  (0.32)       $  (0.74)   $  (1.06)

Weighted average number
        of common and equivalent
        shares outstanding                     7,275       7,310           7,275       7,310



</TABLE>






                                       5

<PAGE>

<TABLE>

<CAPTION>

                             Greenbriar Corporation
                      Consolidated Statements Of Cash Flow
                             (Amounts in thousands)

                                                                For the nine month
                                                            Period Ended September 30,
                                                             1999              1998
                                                            -----------    -----------
                                                            (Unaudited)    (Unaudited)
<S>                                                         <C>            <C>
Cash flows from operating activities
       Net loss                                             $    (1,827)   $    (4,365)
       Adjustments to reconcile net loss to net
          cash used in operating activities
              Depreciation and amortization                       3,028          3,413
              Loss on sales of assets                               186            741

              Changes in operating assets and liabilities
                 Accounts receivable                                122           (144)
                 Deferred income taxes                               --         (2,118)
                 Other current and non-current assets              (253)        (3,603)
                 Accounts payable and other liabilities          (2,503)          (367)
                                                            -----------    -----------

              Net cash used in operating activities              (1,247)        (6,443)
                                                            -----------    -----------

Cash flows used in investing activities
       Proceeds from sale of assets                               6,567          7,492
       Purchase of property and equipment                          (849)        (5,451)
                                                            -----------    -----------

              Net cash provided by investing
                    activities                                    5,718          2,041

Cash flows from financing activities
       Proceeds from borrowings                                   2,080         18,530
       Payments on debt                                          (6,978)       (26,972)
       Dividends on preferred stock                              (1,227)        (1,184)
       Purchase of common and preferred stock                        --           (472)
       Issuance of preferred stock                                   --         22,000
                                                            -----------    -----------

              Net cash (used in) provided by financing
                    activities                                   (6,125)        11,902
                                                            -----------    -----------

              NET INCREASE (DECREASE) IN CASH AND                (1,654)         7,500
                     CASH EQUIVALENTS

       Cash and cash equivalents at beginning of period           6,024             23
                                                            -----------    -----------

       Cash and cash equivalents at end of period                 4,370    $     7,523
                                                            ===========    ===========

</TABLE>


                                       6

<PAGE>


                   Notes To Consolidated Financial Statements
    For the Unaudited Three and Nine Months Ended September 30, 1999 and 1998

Note A: Basis of Presentation

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

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

Operating  results for the three and nine month periods ended September 30, 1999
are not necessarily  indicative of the results that may be expected for the year
ended  December 31, 1999.  For further  information,  refer to the  consolidated
financial  statements and notes thereto  included in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1998.

Certain amounts have been reclassified to conform with the 1999 presentation.


Note B: Disposition of Real Estate Held For Sale

At January 1, 1998 the Company owned three  shopping  centers in Georgia.  While
all the centers are  profitable,  they did not fit into the Company's long range
strategic  plans and commitment to the assisted living  industry.  In June 1998,
the Company  sold one of the  shopping  centers for  approximately  $1.5 million
dollars.  In May 1999, the Company sold the two remaining  shopping  centers for
approximately $1.1 million dollars.




















                                       7

<PAGE>

<TABLE>

<CAPTION>

Note C: Long-Term Obligations

Long-term debt is comprised of the following (in thousands):

                                                                            September 30,  December31,
                                                                               1999           1998
                                                                               ----           ----
<S>                                                                           <C>            <C>

Notes payable to financial institutions maturing through 2018; fixed
     and variable interest rates ranging from 7.5% to 11.75%;
     collateralized by property, fixtures, equipment and the
     assignment of rents                                                      $25,807        $32,176

Notes payable to individuals and companies maturing through 2022;
     variable and fixed interest rates ranging from 7% to 12%
     collateralized by real property, personal property, fixtures,
     equipment and the assignment of rents                                      4,584          4,741

Note payable to the Redevelopment Agency of the City of Corona,
     California, payable into a sinking fund semi-annually in
     increasing amounts from $65 to $420 through May 1, 2015; variable
     interest rate of 4.85% at September 30, 1999; collateralized by
     personal property, land, fixtures and rents                                7,210          7,310

Mortgage note payable to a financial institution maturing in 2007;
     bearing interest at 11.35%; collateralized by property and
     equipment                                                                 13,972         14,028

Other                                                                           2,244          2,177
                                                                              -------        -------
                                                                               53,817         60,432

     Less: current maturities                                                   1,602          2,278
                                                                              -------        -------
                                                                              $52,215        $58,154

</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 (March 31,
2004),  the Company has options to repurchase the communities for the greater of
the sales prices or their current  replacement costs less depreciation plus land
at  current  fair  market  values.  Accordingly,  these  transactions  have been
accounted for as financings,  and the Company has recorded the proceeds from the
sales as  financing  obligations,  classified  the lease  payments  as  interest
expense and continues to carry the communities and record depreciation.



                                       8

<PAGE>


Note D: Preferred Stock

The following  summarizes the various classes of preferred stock at December 31,
1998, and September 30, 1999. (amounts in thousands except per share data):

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

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

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

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

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

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

The Series F voting preferred stock has a liquidation  value of $10.00 per share
and each  share is  convertible  into .57 shares of common  stock.  The Series F
Shareholders  have the rights,  as a class, to elect one member of the Company's
board of directors and to approve or reject certain transactions,  including any
mergers or spin-offs involving the Company. The holder has the option to convert
beginning  in  January  2000 and must  convert by January  2001.  Dividends  are
payable in cash at a rate of 6%.

The Series G  preferred  stock has a  liquidation  value of $10.00 per share and
each share is  convertible  into .57 shares of common stock.  The holder has the
option to convert  beginning in January  2000 and must convert by January  2001.
Dividends are payable in cash at a rate of 6%.

The Series F and Series G preferred shares were sold to one investor in December
1997,  for  $22,000,000,  less  selling  and  offering  costs  of  $716,000.  In
connection  with the sale, the Company  entered into an agreement which provides
that, on the date of conversion,  if the value of the Company's common stock has
not  increased at an annual rate of at least 14% during the period the preferred
shares are outstanding, the Company is required to make a Cash Payment (the Cash
Payment) to the preferred  stockholders  equal to the market price deficiency on
the shares received upon conversion.

                                       9

<PAGE>


See Item 2, Liquidity and Capital Resources for additional information regarding
Series F and G preferred shareholders.


ITEM 2:       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- -------------------------------------------------------------------------
              AND RESULTS OF OPERATIONS
              -------------------------

Overview

During  1994 the  Company  began a series of steps to focus its  business on the
development,  management  and  ownership  of assisted  living  communities.  The
Company's  historical  businesses  during  the past  five  years  have  included
ownership and operation of skilled nursing and retirement  centers,  real estate
investments  and manufacture  and leasing of electric  convenience  vehicles and
wheelchairs.   The  nursing  and  retirement  centers  and  convenience  vehicle
businesses have been sold and the real estate  investments are being liquidated.
The  Company  began to develop  its  assisted  living  business  in 1994,  began
construction  of its first  assisted  living  community in July 1995, and opened
that  community to residents on May 30, 1996. In order to increase the Company's
presence in the assisted  living  industry and create  geographic  diversity and
obtain  experienced  personnel,  the Company acquired Wedgwood  Retirement Inns,
Inc. (Wedgwood) in March 1996,  American Care Communities,  Inc. (American Care)
in  December  1996,  Windsor  Group  LLC  (Windsor)  in  October  1997 and Villa
Residential Care Homes,  Inc. (Villa) in December 1997. At December 31, 1997 the
Company  operated 55 communities  which were owned,  leased or managed for third
parties.

During the third quarter of 1998 the Company made several strategic decisions as
to its future  direction.  It was decided that the Company  redirect itself with
the following objectives:

o             Terminate  existing  management  contracts under which the Company
              managed  communities  for a fee. As of January 1, 1998 the company
              had 2 such contracts.
o             Reduce the  percentage of residents in the  Company's  communities
              who were dependent on direct assistance from governmental agencies
              for payment of their fees. As of January 1, 1998 approximately 50%
              of the residents at the Company's  communities received government
              assistance.
o             Move toward direct  ownership of the  communities  operated by the
              Company as opposed to long term lease arrangements.  As of January
              1,  1998  approximately  50% of  the  Company's  communities  were
              operated under long-term lease arrangements.
o             Divestiture of communities with limited future profit potential or
              geographic   locations  that  were  isolated  from  other  Company
              operations.

                                       10

<PAGE>

As of September 30, 1999 the Company had terminated its management  contracts to
manage for others and reduced to 30 the number of Communities  that it operated.
The  Company  owns or has  current  options  to  purchase  all  but  five of its
communities.  The  percentage of residents who are private pay is  approximately
90%.


Three and nine month periods ended September 30, 1999 compared to three and nine
month periods ended September 30, 1998.


Revenues and Operating Expenses from Assisted Living Operations

Revenues were  $10,421,000  and  $30,872,000 for the three and nine months ended
September 30, 1999 as compared to $13,899,000  and $42,144,000 for the three and
nine months  ended  September  30, 1998.  Community  operating  expenses,  which
consists of assisted living community  expenses,  lease expense and depreciation
and amortization,  were $8,616,000 and $25,517,000 for the three and nine months
ended  September 30, 1999 as compared to  $12,783,000  and  $39,633,000  for the
three and nine months ended September 30, 1998. The decrease in both revenue and
operating  expenses is a result of the  disposition  of  twenty-two  communities
during 1998.  The revenues for these  twenty-two  communities  for the three and
nine months  ended  September  30, 1998 were  $4,129,000  and  $13,864,000.  The
related operating expenses for the same periods were $4,459,000 and $15,330,000.


Corporate General and Administrative Expenses

General and administrative expenses were $1,093,000 and $3,350,000 for the three
and nine months ended  September 30, 1999 compared to $1,003,000  and $4,082,000
for the three and nine months ended September 30, 1998. The decrease in the nine
month expense is a result of reorganization of the regional and corporate office
that resulted in the elimination of one of the regional  offices and a reduction
in corporate staff in the third quarter of 1998.


Interest and Dividend Income

Interest and dividend  income for the three and nine months ended  September 30,
1999 was  $184,000  and  $497,000  compared to  $269,000  and  $839,000  for the
comparable  period in 1998. In the first quarter of 1998,  the Company  received
proceeds from the sale of preferred stock of $22,000,000.  These funds were used
during 1998 to fund  operations  and pay down debt. The decrease in interest and
dividend income in 1999 is due to less cash available for investment purposes.


Interest Expense

Interest  expense for the three and nine  months  ended  September  30, 1999 was
$1,424,000  and  $4,291,000  compared  to  $1,524,000  and  $4,861,000  for  the
comparable period in 1998. The decrease in interest expense is reflective of the
sale of an owned community in the third quarter of 1998 as well as the payoff of
approximately $2,500,000 of debt during 1998.

                                       11

<PAGE>



Loss on the Sale of Assets

The loss on the sale of assets for the three and nine months ended September 30,
1999 was $186,000  compared to $94,000 and $791,000 for the same period in 1998.
The 1999 loss is  attributable  to the sale of one  community in Florida and the
exercise of a purchase  option by a lessee on another  community in Oregon.  The
disposition  of these two  communities  resulted in a combined loss of $243,000.
This  loss was  partially  offset  by a gain  from  the sale of the two  Georgia
shopping centers in the amount of $57,000.

Other Income (Expense)

Other income  (expense) for the three and nine months ended  September 30, 1999,
was ($72,000) and $148,000 compared to $50,000 and ($99,000) for the same period
in  1998.  The  expense  for  the  three  months  ended  September  30,  1999 is
attributable  to a minority  interest while the income for the nine months ended
September 30, 1999 is a result of favorable outcomes from liabilities accrued in
1998. The expense for the nine months ended  September 30, 1998 is  attributable
to a minority interest.


Liquidity and Capital Resources

At September 30, 1999, the Company had working capital of $1,860,000.

In  December  1997 the Company  sold Series F and Series G preferred  shares for
$22,000,000 less selling and offering costs of $716,000.

In  connection  with the sale,  the  Company  entered  into an  agreement  which
provides that, on the date of conversion,  if the value of the Company's  common
stock has not increased at the annual rate of at least 14% during the period the
preferred shares are outstanding, the Company is required to make a cash payment
("Cash  Payment")  to the  preferred  stockholders  equal  to the  market  price
deficiency on the shares received upon conversion.

The 14% guaranteed return is being accreted by a charge to accumulated  deficit.
The amount of the Cash Payment  that would be required  assuming  conversion  at
each  balance  sheet  date  will be  transferred  from  stockholders  equity  to
temporary  equity.  At September 30, 1999, a Cash Payment of  $25,231,000  would
have been due assuming conversion took place.

The Series F & G preferred  stockholders have the option to convert beginning in
January  2000.  The Company has no  information  as to whether or not such early
conversion will occur.  Further, any Cash Payment that might be required will be
determined by price of the Company's  common stock when such conversion  occurs.
Should the Series F & G preferred  stockholders elect to convert in January 2000
and should the price of the Company's  common stock remain the same as is was on
September  30,  1999,  the Cash Payment  obligation  as of January 2000 would be
approximately $ 26,000,000.

The  Company is  proceeding  with a plan to sell  assets not related to assisted
living and to  refinance  its  existing  portfolio  of  Communities.  At current
interest  rates and property  values the Company  believes it can  refinance its
existing Communities and, if necessary,  also sell certain Communities to obtain
sufficient cash to meet the potential Cash Payment. In addition the Company will
seek out additional third party financing. While the Company believes it will be
able to meet any potential  Cash Payment  requirement  there can be no assurance
that the Company's plan will be successful.

                                       12

<PAGE>


At  September  30,  1999 and since the date of  issuance  of the  Series F and G
preferred  stock,  the Company was not in  compliance  with one of the financial
ratio  covenants of the stock  purchase  agreement.  The Company  believes  this
situation  stems  from a  computational  mistake  that was made at the time this
particular ratio test was originally determined.

The Company has brought this mistake to the attention of the  representative  of
the preferred  shareholder  and  anticipates  that the ratio will be modified to
reflect the original  intentions of the parties.  The  representatives  have not
indicated  to the  Company  that  they  consider  that a default  has  occurred.
However, an event of default (1) permits the holder to elect a number of persons
to the board of directors that will  constitute 70% of the board,  (2) gives the
holder, upon giving the Company written notice of an event of default, the right
(Put  Right)  to  require  the  Company  to  repurchase,  "out of funds  legally
available  therefor,"  any or all of the preferred  stock for an amount equal to
the liquidation value ($22,000,000 in the aggregate) plus accumulated but unpaid
dividends,  plus a premium of 20%,  and (3)  entitles  the holder to  additional
dividends  of $1.20  per share (an  aggregate  of  $660,000  per  quarter).  Any
additional  dividends paid pursuant to this provision would reduce the amount of
the Cash Payment resulting from the aforementioned 14% guaranteed return.

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


Year 2000

The Company has assessed  the  potential  impact of Year 2000 ("Y2K")  issues as
regards its business,  results of operations and financial  condition.  Critical
information  systems and equipment  are  purchased  from third party vendors and
each has assured the Company that its  particular  component  is Y2K  compliant.
Internal tests have confirmed these assessments. The Company has evaluated other
Y2K  implications   associated  with  the   infrastructure   of  its  individual
communities  such as HVAC,  security,  elevator and community  specific  utility
systems and believes these systems to be Y2K compliant.

Y2K's  potential  impact on the Company's  operations is also dependent on third
party vendors for such services as utilities,  banking  services and food. It is
not  possible,  at present,  to project the effect on the Company if third party
remediation efforts are not successful.


                                       13

<PAGE>

While the Company  expects to adequately  resolve all Y2K issues,  a "reasonably
likely worst case" scenario would include supplier  disruption,  potential delay
in state  reimbursement  programs  and minor  utility  disruptions.  The Company
intends  to  address  the  possible   consequences   of  these  issues   through
community-specific solutions and a prudent level of liquidity.

Although the Company cannot  quantify the potential  effect of Y2K issues on its
operating results, liquidity or financial position it is reasonably certain that
the total  cost of  compliance  will not be  material  and can  easily be funded
through operating cash flows as problems are incurred.

Effect of Inflation

The  Company's  principal  sources  of  revenues  are from  resident  fees  from
Company-owned  or leased  assisted  living  communities and management fees from
communities  operated by the Company for third  parties.  The  operation  of the
communities  is affected by rental rates that are highly  dependent  upon market
conditions and the  competitive  environment in the areas where the  communities
are located. Compensation to employees is the principal cost element relative to
the  operations of the  communities.  Although the Company has not  historically
experienced  any adverse  effects of  inflation  on salaries or other  operating
expenses,  there can be no  assurance  that such  trends  will  continue or that
should inflationary pressures arise that the Company will be able to offset such
costs by increasing rental rates or management fees.


Forward Looking Statements

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













                                       14

<PAGE>


                           PART II: OTHER INFORMATION


ITEMS 1-4:    ARE NOT APPLICABLE.
- ---------------------------------

























                                       15

<PAGE>



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: November 12, 1999                       By:  /s/ Gene S. Bertcher
                                                   ----------------------------
                                                   Executive Vice President
                                                   Chief Financial Officer


















                                       16


<TABLE> <S> <C>


<ARTICLE>                       5
<LEGEND>
This schedule  contains summary  financial  information  extracted from the Form
10-Q  unaudited  consolidated  balance  sheet as of  September  30, 1999 and the
unaudited  consolidated  statement  of earnings for the three month period ended
September  30,  1999 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>                   9-MOS
<FISCAL-YEAR-END>                                           DEC-31-1999
<PERIOD-START>                                              JAN-01-1999
<PERIOD-END>                                                SEP-30-1999
<EXCHANGE-RATE>                                                       1
<CASH>                                                            4,370
<SECURITIES>                                                          0
<RECEIVABLES>                                                       326
<ALLOWANCES>                                                          0
<INVENTORY>                                                           0
<CURRENT-ASSETS>                                                  6,500
<PP&E>                                                           93,041
<DEPRECIATION>                                                    9,167
<TOTAL-ASSETS>                                                  117,334
<CURRENT-LIABILITIES>                                             4,640
<BONDS>                                                          52,215
                                                 0
                                                         289
<COMMON>                                                             76
<OTHER-SE>                                                       23,223
<TOTAL-LIABILITY-AND-EQUITY>                                    117,334
<SALES>                                                               0
<TOTAL-REVENUES>                                                 30,872
<CGS>                                                                 0
<TOTAL-COSTS>                                                    18,612
<OTHER-EXPENSES>                                                      0
<LOSS-PROVISION>                                                      0
<INTEREST-EXPENSE>                                                4,291
<INCOME-PRETAX>                                                  (1,827)
<INCOME-TAX>                                                          0
<INCOME-CONTINUING>                                                   0
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                     (1,827)
<EPS-BASIC>                                                      (.74)
<EPS-DILUTED>                                                         0



</TABLE>


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