-----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, VFxXJsyXoErJ/vZOqiIBPqOv7ea1Z6mkkz80cJHz8ajQo41Mm9UzN+u8OOVaoZrD wYnK+rE771Phm+cIeVTa0A== 0000930661-96-000989.txt : 19960813 0000930661-96-000989.hdr.sgml : 19960813 ACCESSION NUMBER: 0000930661-96-000989 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960209 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960812 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENBRIAR CORP CENTRAL INDEX KEY: 0000105744 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 752399477 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08187 FILM NUMBER: 96608318 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 8-K/A 1 FORM 8-K/A AMENDMENT #2 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 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 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 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 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 Medical Resource Companies of America Pro Forma Consolidated Balance Sheet September 30, 1995 (Amounts in thousands) (Unaudited)
Disposition As Previously Of American Consolidated Reported Mobility, Inc. Proforma 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 ==================================================================
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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) Less Less Operations As Previously Operations of American Reported of Other Mobility, Consolidated Consolidated Dispositions Subtotal Inc. Adjustments Pro forma 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
Note: Other dispositions include Rivermont and The Fountainview, which were sold in December 1994 and January 1995, respectively. Page 7 of 9
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 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
Page 8 of 9 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 -----END PRIVACY-ENHANCED MESSAGE-----