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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K/A
(Amendment No. 2)
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
------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 407-8400
----------------
Page 1 of 9
<PAGE>
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
Page 2 of 9
<PAGE>
Item 6. Resignations of Registrant's Directors.
Not Applicable
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
<PAGE>
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: August 9, 1996 By: /s/ Gene S. Bertcher
-----------------------------
Name: Gene S. Bertcher
Title: Chief Financial Officer
Page 4 of 9
<PAGE>
Medical Resource Companies of America
ITEM #7 (b)
- -----------
Pro Forma Balance Sheet and Statement of Operations
(Unaudited)
The following pro forma Balance Sheet as of September 30, 1995 and
Statement 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. The pro forma Statement of Operations
for the year ended December 31, 1994 also gives effect to the disposition of The
Fountainview (January 1995) and Rivermont (December 1994). The pro forma
Statement of Operations for the nine months ended September 30, 1995 gives
effect to the disposition of the Fountainview. 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
<PAGE>
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. Proforma
<S> <C> <C> <C>
ASSETS
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 EQUITY
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 71 71
obligations
------------------------------------------------------------------
2,163 (152) 2,011
DEFERRED GAIN 3,083 3,083
LONG-TERM DEBT, less current 904 904
maturities
STOCKHOLDERS EQUITY 24,026 754(3) 24,780
------------------------------------------------------------------
30,176 602 30,778
==================================================================
</TABLE>
Page 6 of 9
<PAGE>
<TABLE>
<CAPTION>
Medical Resource Companies of America
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 1994
(unaudited)
(Amounts in thousands)
Less
Less Operations
As Previously Operations of American
Reported of Other Mobility, Consolidated
Consolidated Dispositions Subtotal Inc. Adjustments Pro forma
<S> <C> <C> <C> <C> <C> <C>
REVENUE
Sales and rentals of mobility products 2,011 - 2,011 (2,011) 0
Long-term care facilities
operating revenue 7,939 (7,939) - - -
Real estate operating revenue 2,029 - 2,029 - 2,029
Gain on sales of assets 4,633 (1,720) 2,913 - 2,913
Interest and dividends 418 - 418 - 344(4) 762
----------------------------------------------------------------------------------------------
17,030 (9,659) 7,371 (2,011) 344 5,704
EXPENSES
Cost of mobility products sales and
rentals 1,636 - 1,636 (1,636) 0
Long-term care facilities
operating expenses 5,059 (5,059) - - -
Real estate operating expense 1,486 - 1,486 - 1,486
General and administrative 4,942 (482) 4,460 (907) 3,553
Interest 2,979 (2,150) 829 - 829
----------------------------------------------------------------------------------------------
16,102 (7,691) 8,411 (2,543) 0 5,868
----------------------------------------------------------------------------------------------
Earnings (loss) from continuing
before income taxes 928 (1,968) (1,040) 532 344 (164)
Income tax expense 57 (57) - - -
----------------------------------------------------------------------------------------------
Earnings (loss) from continuing 871 (1,911) (1,040) 532 344 (164)
==============================================================================================
Earnings per share from continuing
Operations $0.15 $(0.13)
Weighted average number of common and
equivalent shares outstanding 3,678 3,678
</TABLE>
Note: Other dispositions include Rivermont and The Fountainview, which were
sold in December 1994 and January 1995, respectively.
Page 7 of 9
<PAGE>
<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 Less Operations
Previously Operations of American
Reported of The Mobility, Consolidated
Consolidated Fountainview Subtotal Inc. Adjustments Pro forma
<S> <C> <C> <C> <C> <C> <C>
REVENUE
Sales and rentals of mobility - 1,659 (1,659) - -
products 1,659
Long-term care facilities
operating revenue 552 (552) - - - -
Real estate operating revenue 521 - 521 - - 521
Gain on sales of assets 7,043 (5,149) 1,894 - - 1,894
Interest and dividends 966 - 966 - 258(4) 1,224
Other 14 - 14 - - 14
-------------------------------------------------------------------------------------------
10,755 (5,701) 5,054 (1,659) 258 3,653
EXPENSES
Cost of mobility products sales and 1,275 - 1,275 (1,275) - -
rentals
Long-term care facilities
operating expenses 318 (318) - - - -
Real estate operating expense 270 - 270 - - 270
General and administrative 2,371 (38) 2,333 (381) - 1,952
Interest 179 (73) 106 - - 106
-------------------------------------------------------------------------------------------
4,413 (429) 3,984 (1,656) 0 2,328
-------------------------------------------------------------------------------------------
Earnings from continuing operations
before income taxes 6,342 (5,272) 1,070 (3) 258 1,325
Income tax expense 2,152 (1,792) 360 - - 360
-------------------------------------------------------------------------------------------
Earnings from continuing operations 4,190 (3,480) 710 (3) 258 965
===========================================================================================
Earnings per share from continuing
operations $1.13 $0.22
Weighted average number of common and
equivalent shares outstanding 3,551 3,551
</TABLE>
Page 8 of 9
<PAGE>
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
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