<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 1996
GREENBRIAR CORPORATION (formerly known
as MEDICAL RESOURCE COMPANIES OF AMERICA)
-----------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 0-8187 75-2399477
- - ------------------------------ ------------ ------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4265 Kellway Circle, Addison, Texas 75244
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 407-8400
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Page 1 of 9
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Item 1. Changes in Control of Registrant.
Not Applicable
Item 2. Acquisition or Disposition of Assets.
On February 9, 1996 Medical Resource Companies of America (now known as
Greenbriar Corporation) (the "Company") sold it's 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") an non reporting company. The sales price was $4,300,000
which was comprised of a $2 million note and $2,300,000 of Class "A" convertible
preferred stock of IHS. The price and terms of the sale were determined through
arms length negotiations between the parties. The fair value of the preferred
stock for accounting purposes was determined based on the discounted projected
future cash flows.
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' 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 common stock of IHS a price of 75% of the prevailing market price at
the time of conversion.
The Company will record a gain of $930,000 on the sale of AMI.
Item 3. Bankruptcy or Receivership.
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable
Item 5. Other Events.
Not Applicable
Item 6. Resignations of Registrant's Directors.
Not Applicable
Page 2 of 9
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Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Pro forma Balance Sheets for September 30, 1995
Pro forma Statement of Operations for the year
ended December 31, 1994 and the nine months
ended September 30, 1995.
(c) Exhibits
None
Item 8. Change in Fiscal Year.
Not Applicable
Page 3 of 9
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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.
GREENBRIAR CORPORATION
Dated: July 22, 1996 By: Gene S. Bertcher
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Name: Gene S. Bertcher
Title: Chief Financial Officer
Page 4 of 9
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Medical Resource Companies of America
ITEM #7 (b)
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Pro Forma Balance Sheet and Statement of Operations
(Unaudited)
The following pro forma Balance Sheets as of September 30, 1995 and
Statements of Operations for the year Ended December 31, 1994 and the nine
months ended September 30, 1995 give effect to the disposition of American
Mobility, Inc. along with it's wholly owned subsidiaries, Odyssey Mobility,
Inc., Aviation Mobility, Inc. and Alpha Mobility, Inc. These statements should
be read in conjunction with the separate financial statements and notes thereto
of the company. They are not necessarily indicative of the results of operations
of the company as it may be in the future or as it might have been had the
assets been sold prior to the periods indicated.
Page 5 of 9
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Medical Resource Companies of America
Pro Forma Consolidated Balance Sheet
September 30, 1995
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Disposition
As Previously Of American Consolidated
Reported Mobility, Inc Pro forma
ASSETS
<S> <C> <C> <C>
CURRENT ASSETS
Cash 10,567 (253) (1) 10,314
Accounts receivable
Trade 884 (149) (1) 735
Due from affiliates 181 181
Other 1,190 1,190
Supplies 342 (342) (1) 0
Other 1,200 (55) (1) 1,145
Total current
assets 14,364 (799) 13,565
---------------------------------------------------
REAL ESTATE 3,158 3,158
INVESTMENT IN SECURITIES,
AT COST 1,780 2300 (2) 4080
NOTES RECEIVABLE 6,870 2000 (2) 8870
PROPERTY AND EQUIPMENT
Buildings and
improvements 767 767
Furniture, fixtures and
equipment 2,299 (2,134) (1) 165
Construction in progress 122 122
Land 100 100
Less accumulated
depreciation
& amortization (1,317) 1081 (1) (236)
---------------------------------------------------
1,971 (1,053) 918
OTHER ASSETS
Goodwill 1,281 (1,281) (1) 0
Other 752 (565) (1) 187
---------------------------------------------------
2,033 (1,846) 187
30,176 602 30,778
===================================================
LIABILITIES AND
STOCKHOLDERS
CURRENT LIABILITIES
Accounts payable 630 (97) (1) 533
Accrued expenses 1,355 (1) (1) 1,354
Other 107 (54) (1) 53
Current maturities of
long-term obligations 71 71
---------------------------------------------------
2,163 (152) 2,011
DEFERRED GAIN 3,083 3,083
LONG-TERM DEBT, less
current maturities 904 904
STOCKHOLDERS EQUITY 24,026 754 (3) 24,780
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30,176 602 30,778
===================================================
</TABLE>
Page 6 of 9
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Medical Resource Companies of America
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 1994
(unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
As Less Adjustments Consolidated
Previously Operations Pro forma
Reported of American
Consolidated Mobility,
Inc.
REVENUE
<S> <C> <C> <C> <C>
Sales and rentals of mobility products 2,011 (2,011) 0
Long-term care facilities
operating revenue 7,939 7,939
Real estate operating revenue 2,029 2,029
Gain on sales of assets 4,633 4,633
Interest and dividends 418 344 (4) 762
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17,030 (2,011) 344 15,363
EXPENSES
Cost of mobility products 1,636 (1,636) 0
sales and rentals
Long-term care facilities
operating expenses 5,059 5,059
Real estate operating expense 1,486 1,486
General and administrative 4,942 (907) 4,035
Interest 2,979 2,979
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16,102 (2,543) 0 13,559
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Earnings from continuing operations
before income taxes 928 532 344 1,804
Income tax expense (benefit) 57 57
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Earnings from continuing operations 871 532 344 1,747
=======================================================================
Earnings per share from continuing
Operations $0.15 $0.10 $0.05 $0.30
Weighted average number of common and
equivalent shares outstanding 3,551 3,551
</TABLE>
Page 7 of 9
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<TABLE>
<CAPTION>
Medical Resource Companies of America
Pro Forma Consolidated Statement of Operations
For the Nine Months Ended September 30, 1995
(unaudited)
(Amounts in thousands)
Less
As Operations
Previously of American
Reported Mobility, Consolidated
Consolidated Inc. Adjustments Pro Forma
REVENUE
<S> <C> <C> <C> <C>
Sales and rentals of mobility 1,659 (1,659) 0
products
Long-term care facilities
operating revenue 552 552
Real estate operating revenue 521 521
Gain on sales of assets 7,043 7,043
Interest and dividends 966 258 (4) 1,224
Other 14
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10,755 (1,659) 258 9,354
EXPENSES
Cost of mobility products sales and 1,275 (1,275) 0
rentals
Long-term care facilities
operating expenses 318 318
Real estate operating expense 270 270
General and administrative 2,371 (381) 1,990
Interest 179 179
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4,413 (1,656) 0 2,757
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Earnings from continuing
operations
before income taxes 6,342 (3) 258 6,597
Income tax expense (benefit) 2,152 2,152
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Earnings from continuing 4,190 (3) 258 4,445
operations
====================================================================
Earnings per share from continuing
operations $1.15 $0.00 $0.10 $1.25
Weighted average number of common and
equivalent shares outstanding 3,678 3,678
</TABLE>
Page 8 of 9
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Medical Resource Companies of America
Notes to Pro Forma Financial Statements
September 30, 1995
(Unaudited)
The pro forma balance sheet has been prepared as though the disposition
occurred on September 30, 1995, and the Statements of Operations have been
prepared as though the disposition took place as of the beginning of the periods
presented. The disposition will result in a gain of $754,000 which has not been
reflected in the pro forma statements of operations. The pro forma adjustments
included in the accompanying statements are as follows:
(1) To reflect the reduction of assets and liabilities
(2) To record the proceeds received on the sale
(3) To record the gain on the sale
(4) To record the interest and dividend income that would have been
received had the transaction occurred at the beginning of the periods presented.
(5) Earnings per share and outstanding share amounts have been adjusted
to reflect a 5 for 1 reverse split which was effective December 1, 1995.
Page 9 of 9
