-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bo6AC1P4pXnTbtn4/dQzvSxx1Y0Nm/joSeI9AxX0aZlKJ0qR95YOSmGg5oGUBPF3 nvv1tOQZeAxGmqrNAHrrBg== 0001010549-96-000127.txt : 19960626 0001010549-96-000127.hdr.sgml : 19960626 ACCESSION NUMBER: 0001010549-96-000127 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960625 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENBRIAR CORP CENTRAL INDEX KEY: 0000105744 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752399477 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08187 FILM NUMBER: 96585524 BUSINESS ADDRESS: STREET 1: 4265 KELLWAY CIRCLE CITY: ADDISON STATE: TX ZIP: 75244 BUSINESS PHONE: 2144078400 MAIL ADDRESS: STREET 1: 4265 KELLWAY CIRCLE CITY: ADDISON STATE: TX ZIP: 75244 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL RESOURCE COMPANIES OF AMERICA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESPAC INVESTORS TRUST DATE OF NAME CHANGE: 19900605 10QSB/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A (Amendment No.1) (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 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 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 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; liquidation value of $3,375 in 1996; authorized, issued and outstanding 675 shares in 1996 68 - Series E cumulative preferred stock, $.10 par value; liquidation value of $18,552 in 1996; 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 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 Assisted living residence rentals $ - $ 555 Real estate rentals 156 195 Gain on sale of assets 32 5,149 Interest and dividends 261 193 Other 450 9 ------ ------ 899 6,101 Expenses Assisted living residence operations - 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 Greenbriar Corporation CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) For The Three Month Period Ended March 31, March 31, 1996 1995 (Unaudited) (Unaudited) 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 6 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 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 twopronged 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. To structure the Wedgwood acquisition as a tax-free exchange, the Company also acquired a shopping center in North Carolina from James R. Gilley and members of his family. The property was valued at its current independently appraised value of $3,375,000. Consideration given was 675,000 shares of Series D preferred stock. Greenbriar issued 1,949,950 shares ($14,000,000) of Series E preferred stock and $220,000 in cash and notes to the Wedgwood shareholders. Both classes of stock are unregistered, will have no trading market unless converted to common stock, and will be entitled to one vote per share on all matters to come before a meeting of stockholders. The Series D preferred stock will bear a cumulative quarterly dividend of 9.5% per year. The Series E preferred stock bears no dividend for two years and it is anticipated that Series E shares will be converted to Greenbriar common stock 8 Acquisition - Continued - ----------------------- before that time. With shareholder approval, expected at a shareholders' meeting during 1996, both series of preferred stock will become convertible into unregistered shares of Greenbriar common stock, with the Series E convertible at 1.2 shares for each share of Greenbriar common stock and Series D convertible at two shares for each share of Greenbriar common stock,. As such, the Series D will be convertible into 337,500 shares and the Series E will be convertible into 1,624,958 shares. The following table presents pro forma unaudited consolidated results of operations for the three month periods ended March 31, 1996 and 1995, assuming that the acquisition had taken place on January 1, 1996 and 1995, respectively. 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, 1996 or 1995, respectively or of future results of operations of the combined companies. (Amounts in Thousands) Three Month Three Month Period Ended Period Ended March 31, 1996 March 31, 1995 -------------- -------------- Revenue $ 5,202 $ 9,617 Earnings (loss)from continuing operations $ (225) $ 2,870 Net earnings $ 355 $ 2,856 Net earnings per share $ 0.05 $ 0.51 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. 9 Date Wedgwood Operations Location Units Commenced Ownership - ------------------------------------ --------- ------------- ------------- Owned or Leased and Managed - ------------------------------------ Camelot (Harlingen, TX) 165 9/94 Owned(1) Crown Pointe (Corona, CA) 147 1/93 Owned(4) Liberty Rehab (Ellensburg, WA) 20 7/95 Owned(1) Lincolnshire (Lincoln City, OR) 64 11/95 Owned(1) Meadowbrook Place (Baker City, OR) 50 12/92 Owned(1) Pacific Pointe (King City, OR) 113 1/93 Leased(2) Rose Garden Estates (Ritzville, WA) 21 11/95 Owned(1) Summer Hill (Oak Harbor, WA) 59 2/94 Owned(1) The Terrace (Portland, OR) 69 5/91 Owned(1) Villa del Rey (Merced, CA) 92 12/79 Leased(2) Villa del Rey (Nap,a,a 79 11/94 Leased(2) Villa del Rey (Roswell, NM) 133 10/87 Leased(3,5) Villa del Rey (Visalia, CA) 98 12/79 Leased(2) Villa del Sol (Roswell, NM) 12 12/95 Owned(1) Wedgwood Terrace (Lewiston, ID) 50 11/95 Leased(4) --------- 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(3,5) --------- Total 1,290 (1) Subject to first mortgage. (2) Leased from third party individuals or partnership. (3) Residence is leased from a Real Estate Investment Trust. (4) 60% ownership of real estate and lessee. (5) 49% ownership of lessee. 10 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: Location Units - --------------------------------------- --------- Under Construction - --------------------------------------- Sweetwater Springs (Lithia Springs, GA) (2) 49 The Greenbriar at Denison, TX 44 The Greenbriar at Muskogee, OK (1) 48 Villa de la Rosa (Roswell, NM) (1) 93 Under Development - --------------------------------------- Camelot Assisted Living (Harlingen, TX) (1) 91 Camelot Independent (Harlingen, TX) (3) 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 (1) Financing committed. (2) Leased from a real estate investment trust. (3) Units sold to residents who pay a monthly service fee. 11 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. 12 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. 13 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. 14 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, 15 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 were filed by amendment and consisted of the following: A). The audited combined balance sheets of Wedgwood Retirement Inns as of December 31, 1995 and 1994, and the related combined statements of operations, stockholders', members', partners' and owners' deficit, and cash flows for each of the three years in the period ended December 31, 1995. B). A pro forma consolidated balance sheet of the Company as of December 31, 1995 prepared as though the acquisition had occurred on that date. C). A pro forma consolidated statement of earnings of the Company for the year ended December 31, 1995 prepared as though the acquisition had occurred at the beginning of the period. 16 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: June 19, 1996 By: /s/ Gene S. Bertcher --------------------- Executive Vice President Chief Financial Officer 17 EX-27 2
5 This schedule contains summary financial information extracted from the 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. 1000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 5,642 0 584 0 0 7,862 58,391 268 89,268 5,604 36,563 0 266 35 42,222 89,268 0 899 0 73 0 0 26 76 29 47 580 0 0 627 0.17 0
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