SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): September 30, 2002
Greenbriar Corporation
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(Exact name of registrant as specified in its charter)
Nevada 0-8187 75-2399477
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
4265 Kellway Circle, Addison, Texas 75244
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(Address of principal execute offices, including zip code)
(972) 407-8400
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(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
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On September 30, 2002 the Company concluded and closed the sale of two assisted
living communities. In addition an unconsolidated partnership, in which the
Company is a 56% limited partner, sold its two assisted living communities. The
purchasing entities are all related by common ownership. The purchasing entities
are all unrelated to the Company or any of its officers or directors.
On September 30, 2002 the Company sold its retirement community in Harlingen,
Texas and it's assisted living community in Sherman, TX . In addition the
Corinthians Real Estate Investors L.P., a partnership where Greenbriar is a 56%
limited partner, sold its one retirement and one assisted living community which
were both located in Carrollton, Texas
The sale of the Company owned communities will net the Company $379,000 in cash
and $1,269,000 in notes due in one year bearing 12% interest. The interest is
paid monthly. The Company will record a loss on the sale of the property of
$2,347,000
The partnership received approximately $2,900,000 in notes from the sale of its
communities. These notes are due September 30, 2004 and bear interest at 12%.
The interest is paid monthly. The Partnership will recorded deferred income of
approximately $2,400,000 which will be recognized when the notes are paid.
Item 7. Financial Statements and Exhibits.
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The following pro forma financial information regarding this transaction are
filed with this report.
(a) Unaudited Pro Forma Financial Statements
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The accompanying pro forma consolidated balance sheet as of June 30,
2002 presents this transaction as though it had taken place on June 30,
2002. The accompanying pro forma consolidated statements of operations
present earnings (losses) as though the transaction had taken place on
January 1, 2001.
Pro Forma Consolidated Balance Sheet-June 30, 2002 (Unaudited)........4
Pro Forma Consolidated Statement of Operations-
Six Months Ended June 30, 2002 (Unaudited).........................6
Pro Forma Consolidated Statement of Operations-
Twelve Months Ended December 31, 2001 (Unaudited)..................7
Explanatory Notes to Consolidated Financial Statements................8
(b) Exhibits
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
October 15, 2002
GREENBRIAR CORPORATION
By: /s/ Gene S. Bertcher
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Gene S. Bertcher
Executive Vice President
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Greenbriar Corporation
Pro Forma Consolidated Balance Sheet
June 30, 2002
(Amounts in Thousands)
As Properties Consolidated
Reported Sold Notes Pro Forma
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Assets
Current Assets
Cash and Cash Equivalents $ 1,056 379 2 $ 1,435
Accounts receivable-trade 68 68
Receivables from affiliated
partnership 101 101
Prepaid expenses 116 (10) 1 106
Notes Receivable 1,269 1,269 2
Other current assets 904 (8) 1 896
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Total Current Assets 2,245 1,630 3,875
Notes receivable, from sale of properties 6,400 6,400
Less deferred gains (6,090) (6,090)
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310 310
Notes 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 (1,348) 1 2,174
Buildings and improvements 28,763 (8,747) 1 20,016
Equipment and furnishings 3,052 (606) 1 2,446
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35,337 (10,701) 24,636
Less accumulated depreciation 6,346 (1,795) 1 4,551
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28,991 (8,906) 20,085
Deposits 1,693 (14) 1 1,679
Goodwill and other intangibles 543 (282) 1 261
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$ 37,732 $ (7,572) $ 30,160
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Greenbriar Corporation
Pro Forma Consolidated Balance Sheet
June 30, 2002
(Amounts in Thousands)
As Properties Consolidated
Reported Sold Notes Pro Forma
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Liabilities and Stockholders' Equity
Current Liabilities
Current maturities of long-term debt $ 4,407 $ 4,407
Accounts payable-Trade 862 862
Accrued expenses 810 (17) 1 793
Other current liabilities 949 (132) 1 817
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Total Current Liabilities 7,028 (149) 6,879
Long-Term Debt 11,788 (5,736) 1 6,052
Financing Obligations 10,815 10,815
Other Long-Term Liabilities 326 326
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Total Liabilities 29,957 (5,885) 24,072
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 56,827 56,827
Accumulated Deficit (46,761) (1,687) 3 (48,448)
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10,142 (1,687) 8,455
Less stock purchase notes receivable
(Including $2,250 from related
parties) (2,367) (2,367)
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Total Equity 7,775 (1,687) 6,088
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$ 37,732 ($ 7,572) $ 30,160
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Greenbriar Corporation
Pro forma Consolidated Statement of Operations
For the Six Month Period Ended June 30, 2002
(Amounts in Thousands, except per share data)
As Properties Pro forma Consolidated
Reported Sold Adjustments Notes Pro Forma
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Revenue
Assisted Living Operations $ 5,474 $ (1,274) $ 4,200
Operating Expenses
Assisted living operations 3,069 (828) 2,241
Lease expense 813 -- 813
Facility depreciation and
amortization 704 (238) 466
General and administrative 869 -- 869
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5,455 (1,066) 4,389
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Operating profit (loss) 19 (208) (189)
Other expense (income)
Interest and dividend income 230 -- 230
Interest expense (1,312) 318 (994)
Net gain (loss) on the sale
of assets (19) -- (19)
Earnings (Loss) due to partnership (413) 393 (20)
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(1,514) 711 (803)
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NET LOSS (1,495) 503 (992)
Net loss allocable to
common stockholders $ (1,495) $ 503 (992)
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Loss per share
Basic and diluted $ (4.17) $ (2.77)
Weighted average number of common
shares outstanding 358
Basic and diluted 358
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Greenbriar Corporation
Pro forma Consolidated Statement of Operations
For the Twelve Month Period Ended December 31, 2001
(Amounts in Thousands, except per share data)
As Properties Pro forma Consolidated
Reported Sold Adjustments Notes Pro Forma
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Revenue
Assisted Living Operations $ 30,861 $ (2,015) $ 28,846
Operating Expenses
Assisted living operations 19,484 (1,401) 18,083
Lease expense 3,139 -- 3,139
Facility depreciation and --
amortization 2,794 (335) 2,459
Termination of employment
contracts 1,349 -- 1,349
General and administrative 4,875 -- 4,875
Write-down of assets 1,887 -- -- 1,887
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33,528 (1,736) -- 31,792
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Operating profit (loss) (2,667) (279) -- (2,946)
Other expense (income)
Interest and dividend income 265 (8) 150 4 407
Interest expense (4,958) 473 (4,485)
Earnings (Loss) due to partnership 67 5 67
Other expense (income), net 16,602 49 -- 16,651
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11,909 514 217 12,640
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Earnings (loss) before income taxes 9,242 235 217 9,694
Income tax expense 2,824 -- -- 2,824
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NET EARNINGS (LOSS) 6,418 235 217 6,870
Preferred stock dividend requirement (160) -- -- (160)
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Net earnings (loss) allocable to
common stockholders $ 6,258 $ 235 $ 217 $ 6,710
Earnings (loss) per share
Basic and diluted $ 15.53 $ 16.65
Weighted average number of common
shares outstanding
Basic and diluted 403 403
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Greenbriar Corporation
Notes to Consolidated Pro Forma Financial Statements
Note 1: To reflect the sale of the Company owned properties discussed
in Item 2
Note 2: To reflect the cash and notes received from the sale of the
Company owned properties discussed in Item 2
Note 3: To reflect the loss from the sale of the Company owned
properties
Note 4: To reflect the interest from the notes received from the sale
of the Company owned properties. The loss has not been
included in the Pro Forma Statements of Operations because it
does not have a continuing impact on the Company.
Note 5: To reflect the Company's portion of the interest income earned
from the notes received by the partnership for the sale of its
property
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