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 June 30, 2002
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.)
14185 Dallas Parkway, Suite 650, Dallas, TX 75254
(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 August 14, 2002 the issuer had outstanding approximately 359,000 shares of
par value $.01 Common Stock.
GREENBRIAR CORPORATION
Index to Quarterly Report on Form 10-Q
Period ended June 30, 2002
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..........................13
Part II: Other Information....................................................17
2
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Greenbriar Corporation
Consolidated Balance Sheets
(Amounts in thousands)
June 30, December 31,
Assets 2002 2001
(Unaudited)
------------ ------------
Current Assets
Cash And Cash Equivalents $ 1,056 $ 1,246
Short-term investments -- 1,098
Accounts Receivable-Trade 68 106
Receivables from affiliated partnership 117 311
Prepaid expenses 451 572
Other Current Assets 553 541
------------ ------------
Total Current Assets 2,245 3,874
Notes receivable, from sale of properties
6,400 6,400
Less deferred gains (6,090) (6,090)
------------ ------------
310 310
Note receivable from affiliate partnership
1,600 1,600
Deferred Income Tax Benefit 2,350 2,350
Property And Equipment, At Cost
Land And Improvements 3,522 4,430
Buildings And Improvements 28,763 32,675
Equipment And Furnishings 3,052 3,134
------------ ------------
35,337 40,239
Less Accumulated Depreciation 6,346 6,498
------------ ------------
28,991 33,741
Deposits 1,693 1,730
Other Assets 543 417
------------ ------------
$ 37,732 $ 44,022
============ ============
3
Greenbriar Corporation
Consolidated Balance Sheets - Continued
(Amounts in thousands)
June 30, December 31,
Liabilities And Stockholders' Equity 2002 2001
(Unaudited)
------------ ------------
Current Liabilities
Current Maturities Of Long-Term Debt $ 3,516 $ 4,316
Accounts Payable - Trade 862 1,042
Accrued Expenses 413 1,116
Other Current Liabilities 949 467
------------ ------------
Total Current Liabilities 5,740 6,941
Long-Term Debt 12,679 16,693
Financing Obligations 10,815 10,815
Other Long Term Liabilities 722 304
------------ ------------
Total Liabilities 29,956 34,753
Stockholders' Equity
Preferred Stock 1 1
Common Stock $.01 Par Value; authorized,100,000
shares; 359 shares issued and outstanding 75 75
Additional Paid-In Capital 56,828 56,828
Accumulated Deficit (46,761) (45,268)
------------ ------------
10,143 11,636
Less Stock Purchase Notes Receivable
(Including $2,250 From Related Parties) (2,367) (2,367)
------------ ------------
Total Equity 7,776 9,269
------------ ------------
$ 37,732 $ 44,022
============ ============
4
Greenbriar Corporation
Consolidated Statements Of Operations
(Amounts in thousands, except per share data)
For The Three Month For The Six Month
Period Ended Period Ended
June 30, June 30,
2002 2001 2002 2001
-------- -------- -------- --------
(Unaudited) (Unaudited)
Revenue
Assisted living operations $ 2,549 $ 9,247 $ 5,474 $ 19,223
-------- -------- -------- --------
2,549 9,247 5,474 19,223
Operating Expenses
Assisted living community
operations $ 1,442 $ 5,722 $ 3,069 $ 11,726
Lease expense 404 923 813 2,077
Depreciation and amortization 373 794 704 1,659
Corporate general and
administrative 438 1,948 869 3,132
-------- -------- -------- --------
2,657 9,387 5,455 18,594
-------- -------- -------- --------
Operating income (loss) (108) (140) 19 629
Other income (expense)
Interest and dividend income $ 66 $ 64 $ 230 $ 141
Interest expense (684) (1,252) (1,312) (2,674)
Net gain (loss) on the sale of
assets (19)
(222) (19) 159
Loss due to partnership
(292) -- (413) --
Other -- (61) -- (142)
-------- -------- -------- --------
(929) (1,471) (1,514) (2,516)
-------- -------- -------- --------
Net loss (1,037) (1,611) (1,495) (1,887)
Preferred stock dividend
requirement -- (80) -- (160)
-------- -------- -------- --------
Loss allocable to common
stockholders (1,037) (1,691) (1,495) (2,047)
======== ======== ======== ========
Net loss per common share -
basic and diluted $ (2.89) $ (4.06) $ (4.16) $ (4.91)
Weighted average number
of common and equivalent
shares outstanding 359 417 359 417
5
Greenbriar Corporation
Consolidated Statements Of Cash Flow
(Amounts in thousands)
For the six month
Period Ended June 30,
2002 2001
------- -------
(Unaudited) (Unaudited)
Cash flows from operating activities
Net loss $(1,495) $(1,887)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation and amortization 704 1,659
Loss on sale of assets 19 (159)
Loss on partnership 413 --
Changes in operating assets and liabilities
Accounts receivable 248 74
Other current and noncurrent assets 4 (207)
Accounts payable and other liabilities (395) (1,360)
------- -------
Net cash used in operating activities (502) (1,880)
------- -------
Cash flows used in investing activities
Proceeds from sale of property 4,236 7,550
Purchase of property and equipment (208) (477)
------- -------
Net cash provided by investing
......activities 4,028 7,073
Cash flows from financing activities
Payments on debt (4,993) (4,379)
Dividends on preferred stock -- (160)
New borrowings 179 --
------- -------
Net cash used in financing
activities (4,814) (4,539)
------- -------
NET INCREASE (DECREASE) IN CASH AND (1,288) 654
CASH EQUIVALENTS
Cash and cash equivalents at beginning of period 2,344 2,287
------- -------
Cash and cash equivalents at end of period $ 1,056 $ 2,941
======= =======
6
Notes To Consolidated Financial Statements
For the Unaudited Three and Six Months Ended June 30, 2002 and 2001
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 intercompany transactions and
accounts have been eliminated. The Company records its investment in certain
affiliated partnerships using the equity method of accounting. (see "Note C").
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 are unaudited 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, 2002 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2002. 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, 2001.
Note B: Notes Receivable
During 2001, the Company sold three assisted living communities for cash and
$6,400,000 of tax-free notes bearing interest at 9.5%. The notes mature on April
1, 2032, March 20, 2037 and August 1, 2031 respectively.
The repayment of the notes is limited to the cash flow of the respective
communities either from operations, refinance or sale. The Company has deferred
gains from the sale of the communities in the amount of $6,090,000. The deferred
gains and interest income will be recognized as cash is received.
Note C: Affiliated Partnerships
In October 2001, the Company became a limited partner in Corinthians Real Estate
Investors LP (CREI), a partnership formed to acquire two properties. The general
partner is a limited liability corporation whose controlling member is James
Gilley. Mr. Gilley is also CEO of the Company. The Company is a 56% limited
partner. Mr. Gilley has a 25.9% interest, the general partner has a .1%
interest, the Company's chief financial officer has a 10.5% interest, and other
employees of the Company have interests aggregating 7.5%. In October 2001, the
Partnership acquired a retirement community for approximately $9,100,000 and in
January 2002, it acquired an assisted living community for approximately
$2,800,000.
7
The Company issued a $1,600,000 note to the seller as partial payment for the
purchase of the retirement community. The balance of the purchase price was
funded by borrowings by CREI from a third party in the amount of $7,840,000,
which was guaranteed by the Company. CREI gave the Company a $1,600,000 note in
consideration for payment of that amount of the purchase price. The notes bear
interest at 8.75% and are due December 30, 2003. CREI also has debt in the
amount of $3,975,000 collateralized by the assisted living community that has
been guaranteed by the Company.
As of June 30, 2002 Messrs Gilley and Bertcher have received cash advances from
the partnership of $195,000 and $87,000 respectively. Messrs Gilley and Bertcher
currently hold notes receivable from the Company of $1,380,000 and $360,000
respectively. Both Messrs Gilley and Bertcher have pledged their notes as
collateral for the advances they have received. Neither the cash advances
received nor the notes receivable issued by the Company bear interest.
The Company accounts for its investment in CREI by the equity method, however
because of its debt guarantees the company records the greater of 100% of the
cash losses or 56% of the accounting losses of CREI, which were $393,000 for the
six months ended June 30, 2002. The Company had a receivable from CREI of
$100,746 at June 30, 2002 resulting from the normal course of business. This
amount was repaid in the subsequent month.
Following are unaudited condensed financial statements of CREI at June 30, 2002
and the six-month period ended June 30, 2002 (in thousands):
Balance Sheet
Current Assets $ 243
Property and Equipment 12,031
Other Assets 931
--------
$ 13,205
========
Payable to Greenbriar $ 101
Other Liabilities 490
Notes Payable to Greenbriar Corp. 1,600
Mortgages Payable 11,815
--------
14,006
Partners' Deficit (801)
--------
$ 13,205
========
8
Statement of Operations
Revenue $ 1,498
Expenses
Operating 825
Depreciation 377
General and Administrative 116
Interest 885
-------
$ 2,203
Net loss $ (705)
=======
Effective May 31 2002, the Company became a limited partner in Muskogee Real
Estate Investors LP (MREI), a partnership formed to acquire two properties. The
general partner is a limited liability corporation whose controlling member is
James Gilley. Mr. Gilley is also CEO of the Company. The Company is a 56%
limited partner. Mr. Gilley has a 25.9% interest, the general partner has a .1%
interest, the Company's chief financial officer has a 10.5% interest, and other
employees of the Company have interests aggregating 7.5%. In May 2002, the
Partnership acquired two assisted living communities in close proximity to one
another. One property was acquired from an independent third party for
$1,600,000 and one property was acquired from Greenbriar for a 56% limited
partnership interest in the partnership. The debt on the two properties is
$4,000,000, which is guaranteed by Mr. Gilley. Greenbriar recorded no gain or
loss on the exchange from ownership of one property for its 56% limited
partnership interest.
The Company accounts for its investment in MREI by the equity method and
recorded earnings of $6,700 for the one month ended June 30, 2002. The Company
had a receivable from MREI of $15,500 at June 30, 2002 resulting from the normal
course of business. This amount has been repaid in the subsequent month.
Following are unaudited condensed financial statements of MREI at June 30, 2002
and the one- month period ended June 30, 2002 (in thousands):
9
Balance Sheet
Current Assets $ 141
Property and Equipment 3,940
Other Assets 37
------
$4,118
======
Current Liabilities $ 29
Payables to Greenbriar 16
Other Liabilities 61
Mortgages Payable 4,000
------
4,106
Partners' Equity 12
------
$4,118
======
Statement of Operations
Revenue $ 147
Expenses
Operating 86
Depreciation 12
General and Administrative 13
Interest 24
------
$ 135
------
Net Income $ 12
======
10
Note D: Long-Term Obligations
Long-term debt is comprised of the following (in thousands):
June 30, December 31,
2002 2001
------------ ------------
Notes payable to financial institutions maturing through 2015; fixed and
variable interest rates ranging from 5.25% to 10.50%; collateralized by
property, fixtures, equipment and the
assignment of rents $ 9,752 $ 8,947
Notes payable to individuals and companies maturing through 2023; variable and
fixed interest rates ranging from 7% to 8.75% collateralized by real
property, personal property, fixtures,
equipment and the assignment of rents 1,654 1,655
Mortgage note payable to a financial institution maturing in 2010; bearing
interest rates ranging from 7.5% through 14.5%;
collateralized by property and equipment -- 5,253
Notes payable to wife of Chief Executive Officer, bearing interest at
10% and maturing on July 1, 2003 3,375 3,375
Notes payable to executive officers, non-interest bearing at 8.5% and maturing
on December 31, 2004, net of discount of $328 and $391
respectively, representing interest imputed at 8.5% 1,412 1,349
Other 2 430
------------ ------------
16,195 21,009
Less: current maturities 3,516 4,316
------------ ------------
$ 12,679 $ 16,693
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 at the date of the sale-leaseback which was $10,815,000 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.
11
Note E: Contingencies
Lifestyles Matter:
In 1995 Lifestyles Senior Housing Managers, LLC (Lifestyles) entered into a
contract to manage an assisted living community in Seaside, OR which is leased
by Neawanna by the Sea, LP (Neawanna) from a REIT. In 1996 the Company acquired
its interest in the lease for Neawanna. In March 2000 Lifestyles organized and
held a meeting with the executive director of Neawanna for the purpose of
offering her the position of manager of an assisted living community not
affiliated with Greenbriar. Greenbriar believes the action of Lifestyles
represented a breach of their fiduciary duty as the manager and terminated the
management contract. Lifestyles contended their termination was unjustified. The
matter was taken to arbitration and on April 9, 2001, the Company was notified
that the arbitration panel had awarded Lifestyles $498,000 for damages plus
expenses.
One of the terms of the Neawanna lease is that any unsatisfied debt exceeding
$250,000 is an event of default. Rather than lose the lease on Neawanna, on July
12, 2001 Neawanna filed for Chapter 11 bankruptcy protection in the United
States Bankruptcy Court for The District of Nevada. In addition Villa del Rey -
Roswell LP (Roswell) filed for Chapter 11 in the same court. Although unrelated
to the Lifestyles matter Roswell has a lease for an assisted living community,
which is cross-collateralized with the lease held by Neawanna.
The Company is attempting to work out a settlement with Lifestyles but has thus
far been unsuccessful. Concurrently the entities in the bankruptcy have
presented a plan of reorganization to the court. Both Lifestlyes and the REIT
have filed objections to the plan. The Company's net book value in the Neawanna
and Roswell is approximately $4,700,000.
Insurance:
Due to the escalating costs of liability insurance in the assisted living
industry the Company is currently self-insured at three of the Communities that
it owns and operates. The Company is continuing to seek out insurance coverage.
12
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
Overview
The Company owns and manages assisted living communities that provide housing,
healthcare, hospitality and personal services to seniors. As of July 31, 2002
the Company operates 13 communities in seven states with a capacity of 1,160
residents, consisting of two communities that are owned, four that are leased,
four that are managed for affiliated partnerships, and three that are managed
under contract to one of the Company's subsidiaries for third party owners.
In addition the Company has three Communities that are operated by independent
third parties.
Three and six month periods ended June 30, 2002 compared to three and six-month
periods ended June 30, 2001.
Revenues and Operating Expenses from Assisted Living Operations
Revenues were $2,549,000 and $5,474,000 for the three and six months ended June
30, 2002 as compared to $9,247,000 and $19,223,000 for the three and six months
ended June 30, 2001. Community operating expenses, which consist of assisted
living community operations, lease expense and depreciation and amortization,
were $2,219,000 and $4,586,000 for the three and six months ended June 30, 2002
as compared to $7,439,000 and $15,462,000 for the three and six months ended
June 30, 2001.
During the last six months of 2001 the Company disposed of 11 Communities as
part of redemption of its Series E and F Preferred Stock. The Company also sold
three Communities to not for profit organizations and retained long term
management contracts. The Company also sold one Community and leased one
Community to independent third parties. In addition the Company entered into a
sub-management contract for three properties whereby the sub-manager is
retaining the revenue and paying the expenses as their fee for being a
sub-manager. The sub-manager also has an agreement to acquire the communities
upon approval of the third party lenders. For reporting purposes the Company no
longer records the revenue and operating expenses of the three Communities. In
May 2002 one of the properties with a sub-management contract was sold.
During the first quarter of 2002 leases held by the company for the operation of
two properties were not renewed. As of May 31, 2002 one property was contributed
to a partnership that the Company has a 56% limited partnership interest. The
partnership is accounted for using the equity method of accounting.
In October 2001 and May 2002 the Company obtained 56% limited partnership
interests in two partnerships which own four Communities. These Communities are
accounted for using the equity method of accounting and therefore the Company
does not record the revenue and expenses of the Communities.
13
Overall the Company recorded revenue and expenses for 22 fewer Communities
during the three and six months ended June 30, 2002 than the comparable periods
in the prior year. On a "same store basis" revenue for the three and six months
ended June 30, 2001 would have been $2,407,000 and $5,059,000 respectively and
operating expenses for the three and six months ended June 30, 2002 would have
been $2,048,000 and $4,244,000 respectively.
Corporate General and Administrative Expenses
General and administrative expenses were $438,000 and $869,000 for the three and
six months ended June 30, 2002 as compared to $1,948,000 and $3,132,000 for the
three and six months ended June 30, 2001. The decrease in the corporate general
and administrative expenses is primarily a result of a decrease in salaries and
related payroll expenses. Due to a significant reduction in the number of
Communities operated by the Company the number of employees on the corporate
staff was reduced. In addition salaries for members of senior management has
been reduced. Also during the three and six months ended June 30, 2001 the
Company was incurring legal and professional fees with respect to a lawsuit with
a preferred shareholder. Legal fees decreased by $142,500 and $285,000 for the
three and six months ended June 30, 2002 when compared to the comparable periods
in 2001.
Interest and Dividend Income
Interest and dividend income for the three and six months ended June 30, 2002
was $66,000 and $230,000 compared to $64,000 and $141,000 for the comparable
periods in 2001. The increase in interest and dividend income for both the three
and six month periods is a result of interest recorded on a $1,600,000 note
receivable related to the Company's investment in the Corinthian Real Estate
Investors L.P. in November 2001.
Interest Expense
Interest expense for the three and six months ended June 30, 2002 was $684,000
and $1,312,000 as compared to $1,252,000 and $2,674,000 for the comparable
periods in 2001. Due to the reduction in the number of Communities the company's
long-term debt has been reduced significantly. The interest expense on a "same
store basis" for the three and six months ended June 30, 2001 would have been
$610,000 and $1,094,000 respectively. The increase in interest expense on a
"same store basis" is due principally to higher interest rates on existing
borrowings when compared to the previous year.
Net Gain (Loss) on the Sale of Assets
The net gain (loss) on the sale of assets for the three and six months ended
June 30, 2001 was $(222,000) and $159,000 respectively and was $(19,000) for the
six months ended June 30, 2002.
14
The Company sold its corporate office building in 2001, which resulted in a gain
of $406,000. In addition, certain garden homes and related property that were
adjacent to Camelot Retirement were sold in 2001 resulting in a loss of
$296,000. In 2001 the Company also exercised purchase options on two leased
communities in Fort Worth, Texas, Palm House and Oak Park Retirement, and
simultaneously sold both of the two communities to unrelated third parties. The
gains on the sales of assets generated from these two transactions were $49,000.
Other Income (Expense)
Other Income (Expense) for the three and six months ended June 30, 2001 was
($61,000) and ($142,000) respectively. The expenses for 2001 are the minority
interest in a Community. The Community was sold in August 2001.
Liquidity and Capital Resources
At June 30, 2002, the Company had current assets of $2,245,000 and current
liabilities of $5,740,000.
Included in current liabilities is a $3,360,000 mortgage for an assisted living
community, which matures in October 2002. The Company intends to either sell the
Community or refinance the mortgage prior to its maturity date.
During 2001 the Company reduced its long-term debt from $50,887,000 to
$16,693,000. The reduction was due to the sale of properties and the repayment
of the mortgages related to the properties.
In January 1997 the Company negotiated employment contracts with the Chief
Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company. Both
individuals had been employed by the Company since 1989. The employment
contracts called for combined salaries of $640,000 per year and provided that if
the contracts were terminated or amended the individuals would be entitled to
cash payment of three years salary for the CEO and two years salary for the CFO.
In light of the reduced size of the Company the independent directors and the
officers in October 2001 agreed to modify the employment agreements with the two
officers. The two officers have each agreed to continue their roles in the
Company for $12,000 per year for three years. The revisions in the contracts
triggered the contract termination payments requiring the Company to immediately
pay the two officers $1,740,000. However, the two officers agreed to accept
non-interest-bearing notes due December 31, 2004. These notes have certain
acceleration provisions if the Company violates the terms of the revised
contracts.
In the future the two officers will participate with the Company in partnerships
or other entities formed to acquire and sell real estate properties during the
period of their contracts. The Company believes that this arrangement will allow
it to maintain experienced senior management at a cost that will not overburden
its resources while at the same time allowing it to realize significant profits
through management fees, operating profits and the ultimate sale of the
properties.
15
It is anticipated that the Company will acquire additional properties through
investments in third party entities, which for the most part, will be
partnerships. The Company may or may not be the controlling party with respect
to these investments. It is anticipated that the two senior officers will bring
potential acquisitions and financing to Greenbriar. The Company has no
obligation to participate.
The Company conducts its property management operations through its subsidiary
Senior Living Management, Inc (SLM). SLM expects to manage properties, which are
owned or leased by the Company or are owned by partnerships or other entities
where Greenbriar is an investor, for a fee. To a far lesser degree SLM will
manage properties for independent third parties.
Future acquisitions by of the Company are dependent upon obtaining capital and
financing through various means, including financing obtained from loans,
sale/leaseback transactions, 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
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: A number of the matters and subject areas discussed in this form 10Q that
are not historical or current facts deal with potential future circumstances,
operations, and prospects. The discussion of such matters and subject areas is
qualified by the inherent risks and uncertainties surrounding future
expectations generally, and also may materially differ from Greenbriar
Corporation's actual future experience involving any one or more of such matters
and subject areas relating to interest rate fluctuations, ability to obtain
adequate debt and equity financing, demand, pricing, competition, construction,
licensing, permitting, construction delays on new developments contractual and
licensure, and other delays on the disposition, transition, or restructuring of
currently or previously owned, leased or managed communities in the Company's
portfolio, and the ability of the Company to continue managing its costs and
cash flow while maintaining high occupancy rates and market rate assisted living
charges in its assisted living communities. Greenbriar Corporation has attempted
to identify, in context, certain of the factors that they currently believe may
cause actual future experience and results to differ from Greenbriar
Corporation's current expectations regarding the relevant matter of subject
area. These and other risks and uncertainties are detailed in the Company's
reports filed with the Securities and Exchange Commission (SEC), including
Greenbriar Corporation's Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q.
16
PART II: OTHER INFORMATION
ITEMS 1-5: ARE NOT APPLICABLE
- ------------------------------
ITEM 6: EXHIBITS AND REPORT ON FORM 8-K
A) EXHIBITS:
99.1: CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
99.2: CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
B) REPORTS ON FORM 8-K: NONE
17
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 14, 2002 By: /s/ Gene S. Bertcher
------------------------
Executive Vice President
Chief Financial Officer
18