UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.   20549


___________________________________





FORM
10-Q


___________________________________








Quarterly
Report Pursuant to Section 13 or 15(d) of the


Securities
Exchange Act of 1934





For
the Quarterly Period Ended September 30,
2009








Commission
File Number:  1-34208





EMERGENT GROUP
INC.


(Exact
name of registrant as specified in its charter)





Nevada
            
            93-1215401(State
      of jurisdiction of Incorporation)
            
            (I.R.S.
      Employer Identification No.)





10939
Pendleton Street


Sun Valley, CA
91352


(Address
of principal executive offices)





(818)
394-2800


(Registrant’s
telephone number)





Not
Applicable


(Former
name, address and fiscal year, if changed since last report)


___________________________________








Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes  ý
  No  o





Indicate
by checkmark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T during the 12 preceding months
(or such shorter period that the registrant was required to submit and post such
file). Yes [ ]  No [    ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o
            
            
            
            Accelerated
      filer o





Non-accelerated
      filer o
            
            (Do
      not check if a smaller reporting company)
            
            Smaller
      reporting company ý





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes  o   No 
ý





As of
November 9, 2009, the registrant had a total of 6,747,220 shares of Common Stock
outstanding.












EMERGENT
GROUP INC.





FORM
10-Q Quarterly Report





Table
of Contents




PagePART
      I.  FINANCIAL INFORMATIONItem
      1.
              Financial
      StatementsCondensed
      Consolidated Balance Sheets as of September 30, 2009 (unaudited) and
      December 31, 2008
              3Condensed
      Consolidated Statements of Income for the Three and Nine Months Ended
      September
      30, 2009 and 2008 (unaudited)
              4Condensed
      Consolidated Statements of Cash Flows for the Nine Months Ended September
      30, 2009 and 2008 (unaudited)
              5Notes
      to Condensed Consolidated Financial Statements
              6Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and
      Results of Operations
              12Item
      3.
              Quantitative
      and Qualitative Disclosures and Market Risk
              17Item
      4.
              Controls
      and Procedures
              17PART II.  OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              18Item1A.
              Risk
      Factors
              18Item
      2.
              Changes
      in Securities
              18Item
      3.
              Defaults
      Upon Senior Securities
              18Item
      4.
              Submissions
      of Matters to a Vote of Security Holders
              18Item
      5.
              Other
      Information
              18Item
      6.
              Exhibits
              18Signatures
              19




2





PART
I.  FINANCIAL INFORMATION





Item 1.  Financial
Statements





Emergent
      Group Inc. and SubsidiariesCondensed
      Consolidated Balance SheetsSeptember
      30,
              
              
              December
      31,2009
              
              
              2008ASSETS
              
              (Unaudited)Current
      assetsCash
              
              $
              5,957,808
              
              
              $
              4,586,107Accounts
      receivable, net of allowance for doubtfulaccounts
      of $80,400 and $58,984
              
              
              4,305,605
              
              
              
              3,759,834Inventory,
      net
              
              
              834,828
              
              
              
              837,143Prepaid
      expenses
              
              
              321,092
              
              
              
              231,763Deferred
      income taxes
              
              
              506,923
              
              
              
              986,000Total
      current assets
              
              
              11,926,256
              
              
              
              10,400,847Property
      and equipment, net of accumulated depreciation andamortization
      of $8,500,276 and $7,247,482
              
              
              5,787,670
              
              
              
              6,070,228Goodwill
              
              
              1,120,058
              
              
              
              1,120,058Deferred
      income taxes
              
              
              522,955
              
              
              
              1,261,000Other
      intangible assets, net of accumulated amortization of$276,912
      and $226,997
              
              
              482,454
              
              
              
              403,152Deposits
      and other assets
              
              
              81,094
              
              
              
              84,934Total
      assets
              
              $
              19,920,487
              
              
              $
              19,340,219LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilitiesCurrent
      portion of capital lease obligations
              
              $
              1,911,641
              
              
              $
              1,909,057Dividends
      payable
              
              
              -
              
              
              
              1,989,750Accounts
      payable
              
              
              1,825,009
              
              
              
              1,538,797Accrued
      expenses and other liabilities
              
              
              2,256,561
              
              
              
              1,997,312Total
      current liabilities
              
              
              5,993,211
              
              
              
              7,434,916Capital lease
      obligations, net of current portion
              
              
              2,768,261
              
              
              
              3,344,820Total
      liabilities
              
              
              8,761,472
              
              
              
              10,779,736Shareholders'
      equityPreferred
      stock, $0.001 par value, non-voting 10,000,000shares
      authorized, no shares issued and outstanding
              
              
              -
              
              
              
              -Common
      stock, $0.04 par value, 100,000,000 shares authorized6,746,296
      and 6,631,576 shares issued and outstanding
              
              
              269,849
              
              
              
              265,260Additional
      paid-in capital
              
              
              16,403,768
              
              
              
              16,235,368Accumulated
      deficit
              
              
              (6,237,655
              )
              
              
              (8,636,575
              )Total
      Emergent Group equity
              
              
              10,435,962
              
              
              
              7,864,053Minority
      Interest
              
              
              723,053
              
              
              
              696,430Total
      shareholders' equity
              
              
              11,159,015
              
              
              
              8,560,483Total
      liabilities and shareholders' equity
              
              $
              19,920,487
              
              
              $
              19,340,219





The
accompanying notes are an integral part of these condensed consolidated
financial statements.






3





Emergent
      Group Inc. and SubsidiariesCondensed
      Consolidated Statements of Income(Unaudited)Three
      Months Ended
              
              
              Nine
      Months EndedSeptember
      30,
              
              
              September
      30,2009
              
              
              2008
              
              
              2009
              
              
              2008Revenue
              
              $
              7,981,464
              
              
              $
              6,394,974
              
              
              $
              23,105,272
              
              
              $
              15,800,812Cost
      of goods sold
              
              
              4,802,495
              
              
              
              3,751,747
              
              
              
              13,839,056
              
              
              
              9,067,764Gross
      profit
              
              
              3,178,969
              
              
              
              2,643,227
              
              
              
              9,266,216
              
              
              
              6,733,048Selling,
      general, and administrative expenses
              
              
              1,490,174
              
              
              
              1,498,459
              
              
              
              4,442,338
              
              
              
              3,753,553Income
      from operations
              
              
              1,688,795
              
              
              
              1,144,768
              
              
              
              4,823,878
              
              
              
              2,979,495Other
      income (expense)Interest
      expense, net
              
              
              (85,692
              )
              
              
              (79,800
              )
              
              
              (261,681
              )
              
              
              (205,936
              )Gain
      on disposal of property and equipment
              
              
              5,500
              
              
              
              -
              
              
              
              8,050
              
              
              
              28,937Other
      income, net
              
              
              76
              
              
              
              9,298
              
              
              
              30,336
              
              
              
              33,422Total
      other income (expense)
              
              
              (80,116
              )
              
              
              (70,502
              )
              
              
              (223,295
              )
              
              
              (143,577
              )Income
      before provision for income taxesand
      minority interest
              
              
              1,608,679
              
              
              
              1,074,266
              
              
              
              4,600,583
              
              
              
              2,835,918Provision
      for income taxes
              
              
              (553,000
              )
              
              
              (77,972
              )
              
              
              (1,604,634
              )
              
              
              (213,472
              )Income
      before minority interest
              
              
              1,055,679
              
              
              
              996,294
              
              
              
              2,995,949
              
              
              
              2,622,446Minority
      interest in income of consolidatedlimited
      liability companies
              
              
              (225,023
              )
              
              
              (254,484
              )
              
              
              (597,030
              )
              
              
              (737,368
              )Net
      income
              
              $
              830,656
              
              
              $
              741,810
              
              
              $
              2,398,919
              
              
              $
              1,885,078Basic
      earnings per share
              
              $
              0.12
              
              
              $
              0.12
              
              
              $
              0.36
              
              
              $
              0.32Diluted
      earnings per share
              
              $
              0.12
              
              
              $
              0.11
              
              
              $
              0.34
              
              
              $
              0.30Basic
      weighted-average shares outstanding
              
              
              6,745,663
              
              
              
              6,183,074
              
              
              
              6,710,175
              
              
              
              5,856,867Diluted
      weighted-average shares outstanding
              
              
              7,089,598
              
              
              
              6,606,416
              
              
              
              7,059,774
              
              
              
              6,284,005










The
accompanying notes are an integral part of these condensed consolidated
financial statements.






4




Emergent
      Group Inc. and SubsidiariesCondensed
      Consolidated Statements of Cash Flows(Unaudited)Nine
      Months EndedSeptember
      30,2009
              
              
              2008Cash
      flows from operating activitiesNet
      income
              
              $
              2,398,919
              
              
              $
              1,885,078Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Depreciation
      and amortization
              
              
              1,620,057
              
              
              
              1,169,883Amortization
      of finance fees
              
              
              -
              
              
              
              4,167Gain
      on disposal of property and equipment
              
              
              (8,050
              )
              
              
              (28,937
              )Provision
      for doubtful accounts
              
              
              21,415
              
              
              
              32,524Minority
      interest in income
              
              
              597,030
              
              
              
              737,368Stock-based
      compensation expense
              
              
              170,494
              
              
              
              203,702Deferred
      income taxes
              
              
              1,217,122
              
              
              
              -Other
      expense - noncash
              
              
              5,497
              
              
              
              -(Increase)
      decrease in assets and liabilities, net of assets acquiredAccounts
      receivable
              
              
              (547,292
              )
              
              
              (1,102,861
              )Inventory
              
              
              2,315
              
              
              
              69,457Prepaid
      expenses
              
              
              (89,329
              )
              
              
              (81,478
              )Deposits
      and other assets
              
              
              (125,377
              )
              
              
              (8,152
              )Increase
      (decrease) inAccounts
      payable
              
              
              396,288
              
              
              
              364,281Accrued
      expenses and other liabilities
              
              
              262,699
              
              
              
              102,019Net
      cash provided by operating activities
              
              
              5,921,788
              
              
              
              3,347,051Cash
      flows from investing activitiesPurchase
      of property and equipment
              
              
              (517,582
              )
              
              
              (331,554
              )Purchase
      of assets from PhotoMedex
              
              
              -
              
              
              
              (1,399,735
              )Cash
      paid to members of limited liability companies
              
              
              (703,404
              )
              
              
              (697,621
              )Contributions
      from new members to limited liability companies
              
              
              112,500
              
              
              
              84,375Proceeds
      from the sale of property and equipment
              
              
              4,050
              
              
              
              29,978Net
      cash used in investing activities
              
              
              (1,104,436
              )
              
              
              (2,314,557
              )Cash
      flows from financing activitiesPayments
      on capital lease obligations
              
              
              (1,492,241
              )
              
              
              (942,485
              )Payments
      on dividends declared
              
              
              (1,989,750
              )
              
              
              (1,686,095
              )Borrowings
      under line of credit
              
              
              -
              
              
              
              8,172,638Repayments
      on line of credit
              
              
              -
              
              
              
              (8,172,638
              )Payments
      on notes payable
              
              
              -
              
              
              
              (75,667
              )Proceeds
      from private placement of common stock
              
              
              -
              
              
              
              1,130,890Proceeds
      from equipment refinancing
              
              
              34,740
              
              
              
              75,000Proceeds
      from exercise of common stock options
              
              
              1,600
              
              
              
              -Net
      cash used in financing activities
              
              
              (3,445,651
              )
              
              
              (1,498,357
              )Net
      increase (decrease) in cash
              
              
              1,371,701
              
              
              
              (465,863
              )Cash,
      beginning of period
              
              
              4,586,107
              
              
              
              3,043,654Cash,
      end of period
              
              $
              5,957,808
              
              
              $
              2,577,791Supplemental
      disclosures of cash flow information:Interest
      paid
              
              $
              273,343
              
              
              $
              225,395Income
      taxes paid
              
              $
              502,147
              
              
              $
              292,497




Supplemental
      schedule of noncash investing and financing activities:During
      the nine months ended September 30, 2009 and 2008, the Company incurred
      capital lease obligationsof
      $918,266 and $2,913,444, respectively, for medical equipment. The lease
      obligation of $2,913,444 incurredduring
      the nine months ended September 30, 2008 includes $1,750,000 of equipment
      financing incurred inconnection
      with the acquisition of the assets of the Services Division from
      PhotoMedex, Inc., as furtherdiscussed
      herein. In addition, equipment purchases of $271,750 are included in
      accounts payable in theaccompanying
      balance sheet as of September 30, 2009 for which the Company is arranging
      lease financing.


The
accompanying notes are an integral part of these condensed consolidated
financial statements.






5




EMERGENT
GROUP INC and SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Three
and Nine Months Ended September 30, 2009 and 2008





1.
            BUSINESS





Emergent
Group Inc. (“Emergent”) is the parent company of PRI Medical Technologies, Inc.
(“PRI Medical”), its wholly owned subsidiary. Emergent and PRI Medical are
referred to collectively hereinafter as the “Company.” PRI Medical provides
mobile laser/surgical services, along with technical support, on a per procedure
basis to hospitals, out-patient surgery centers, and physicians'
offices.





As
further discussed herein, on August 8, 2008 the Company acquired the assets of
the Surgical Services Division (the “Services Division”) of PhotoMedex, Inc. The
operating results for the three and nine months ended September 30, 2009 include
the results of operations for the Services Division. In addition, unaudited pro
forma information is presented in Note 7 below for the same periods in 2008
assuming that the acquisition of assets had occurred on the dates stated
therein.





In May
2009, the Company purchased certain medical equipment from a limited liability
company for approximately $111,000. The purchase price was satisfied through the
use of lease financing.





2.
            BASIS
      OF PRESENTATION





The
accompanying unaudited condensed consolidated financial statements of Emergent
have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"). Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such rules and regulations. These unaudited condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2008. In the opinion
of management, the accompanying unaudited condensed consolidated financial
statements reflect all adjustments, which are of a normal recurring nature,
necessary for a fair presentation of the results for the periods
presented.





The
results of operations presented for the three and nine months ended September
30, 2009 and 2008 are not necessarily indicative of the results to be expected
for any other interim period or any future fiscal year.




Principles of
Consolidation


The
consolidated financial statements include the accounts of Emergent and its
wholly owned subsidiaries. Also, in accordance with the guidance issued by the
Financial Accounting Standards Board (“FASB”), the Company has accounted for its
minority equity investments in certain limited liability companies under the
full consolidation method. All significant intercompany transactions and
balances have been eliminated through consolidation.





Use of
Estimates


The
preparation of the condensed consolidated financial statements in accordance
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of income and expenses during the
reporting period. Actual results could differ significantly from those
estimates.





Accounts Receivable and
Concentration of Business and Credit Risks


We market
our services primarily to hospitals, out-patient centers and physicians
throughout 16 states located in the Western and Eastern United States. Our
equipment rental and technician services are subject to competition from other
similar businesses. Our accounts receivable represent financial instruments with
potential credit risk. We offer credit terms and credit limits to most of our
customers based on the creditworthiness of such customers. However, we retain
the right to place such customers on credit hold should their account become
delinquent. We maintain an allowance for doubtful accounts for estimated losses
should customers fail to make required payments. In addition, we monitor the age
of customer account balances, historical bad debt experience, customer
creditworthiness, customer specific information, and changes in payment patterns
when making estimates of the collectibility of trade receivables. Accounts
receivable are written off when all collection attempts have failed. Our
allowance for doubtful accounts will be increased if circumstances warrant.
Based on the information available, management believes that our net accounts
receivable are collectible.






6





Inventory


Inventory
consists of finished goods primarily used in connection with the delivery of our
mobile surgical equipment rental and services business. Inventory is stated at
the lower of cost or market, on a first-in, first-out basis.





Stock-Based
Compensation




Compensation
costs related to stock options are determined in accordance with guidance issued
by the FASB, using the modified prospective method. Under this method,
compensation cost recognized during the three and nine months ended September
30, 2009 and 2008 includes compensation cost for all share-based payments
granted prior to but not yet vested as of January 1, 2006, and all grants
subsequent to that date, based on the grant date fair value, which is amortized
over the remaining vesting period for such options. During March and April 2009
we issued 15,500 and 14,500 stock options to various employees, respectively.
Such options generally vest in equal installments over five years and unvested
options are subject to forfeiture should the respective employee leave the
company. Compensation costs related to total stock options outstanding for the
three months ended September 30, 2009 and 2008 were $3,858 and $3,178,
respectively, and $11,420 and $9,107 for the nine months ended September 30,
2009 and 2008, respectively.




The 2002
Employee Benefit and Consulting Services Compensation Plan (the “2002 Plan”) was
adopted in 2002 for the purpose of providing incentives to key employees,
officers, directors, and consultants of the Company who provide significant
services to the Company. As of September 30, 2009, there are 650,000 common
shares authorized for grant under the 2002 Plan. Options will not be granted for
a term of more than ten years from the date of grant. Generally, options will
vest evenly over a period of five years, and the 2002 Plan expires in March
2012. Incentive stock options granted under the 2002 Plan are non-statutory
stock options. As of September 30, 2009, the number of shares reserved for
future awards was 96,827, which is net of the 53,500 restricted award shares
granted in April 2009 under the 2002 Plan, as discussed below.




On June
29, 2009 our shareholder’s approved the 2009 Employee Benefit and Consulting
Services Compensation Plan (the “2009 Plan”). The 2009 Plan was adopted for the
purpose of providing incentives to key employees, officers, directors, and
consultants of the Company who provide significant services to the Company. The
Company may issue up to 300,000 incentive and non-statutory stock options and
common stock awards under this plan. Options and awards granted to employees
will vest over five years and are subject to forfeiture if the employee
terminates prior to vesting. The 2009 Plan will terminate and no awards may be
granted after June 28, 2019. As of September 30, 2009 there have been no options
or awards granted under the 2009 Plan.




A summary
of the Company's outstanding stock options and activity is as
follows:




Number of
      Shares
              
              
              Weighted
      Average Exercise PriceOutstanding
      at January 1, 2009
              
              
              336,639
              
              
              $
              1.59Options
      Granted
              
              
              30,000
              
              
              $
              5.68Options
      Canceled
              
              
              (5,532
              )
              
              $
              5.54Options
      Exercised
              
              
              (40,460
              )
              
              $
              0.47Outstanding
      at September 30, 2009
              
              
              320,647
              
              
              $
              2.05Exercisable
      at September 30, 2009
              
              
              257,620
              
              
              $
              1.66
   7




The
weighted-average remaining contractual life of the options outstanding at
September 30, 2009 is 4.80 years. The exercise prices for the options
outstanding at September 30, 2009 ranged from $0.40 to $51.00, and information
relating to these options is as follows:




Weighted
              Weighted
              
              Weighted
              
              
              WeightedAverage
              Average
              
              Average
              
              
              AverageWeighted-
              
              
              Weighted
              
              
              
              
              Remaining
              Remaining
              
              Exercise
              
              
              ExerciseRange
      of
              
              
              Stock
              
              
              Stock
              
              Contractual
              Contractual
              
              Price
      of
              
              
              Price
      ofExercise
              
              
              Options
              
              
              Options
              
              Life
      of Options
              Life
      of Options
              
              Options
              
              
              OptionsPrices
              
              
              Oustanding
              
              
              Exercisable
              
              Outstanding
              Exercisable
              
              Outstanding
              
              
              Exercisable$
              0.40
              
              
              
              240,575
              
              
              
              235,790
              
              3.66
      years
              3.63
      years
              
              $
              0.40
              
              
              $
              0.40$
              2.15
      - 8.00
              
              
              
              73,000
              
              
              
              14,758
              
              8.84
      years
              8.03
      years
              
              $
              3.91
              
              
              $
              3.88$
              20.00
      - 51.00
              
              
              
              7,072
              
              
              
              7,072
              
              1.98
      years
              1.98
      years
              
              $
              38.96
              
              
              $
              38.96$
              0.40
      - 51.00
              
              
              
              320,647
              
              
              
              257,620
              
              4.80
      years
              3.84
      years
              
              $
              2.05
              
              
              $
              1.66


As of
September 30, 2009, the total unrecognized compensation cost related to unvested
stock options was $39,242, which is to be recognized over a remaining weighted
average vesting period of approximately 3.63 years.




WeightedAverage
              
              
              
              
              
              WeightedRemaining
              
              
              Weighted
              
              
              AverageNumber
              
              
              Vesting
      Life
              
              
              Average
              
              
              Grant
      DateOutstanding
              
              
              (in
      years)
              
              
              Exercise
      Price
              
              
              Fair
      ValueNon
      Vested, December 31, 2008
              
              
              64,411
              
              
              
              2.93
              
              
              $
              1.76
              
              
              $
              0.34Granted
              
              
              30,000
              
              
              
              
              
              
              $
              5.68
              
              
              $
              0.66Forfeited
              
              
              (5,532
              )
              
              
              
              
              
              $
              5.54
              
              
              $
              0.15Vested
              
              
              (25,852
              )
              
              
              
              
              
              $
              0.40
              
              
              $
              0.40Non
      Vested, September 30, 2009
              
              
              63,027
              
              
              
              3.63
              
              
              $
              3.64
              
              
              $
              0.48





In
addition to options granted under the 2002 Plan, as of September 30, 2009, we
have 409,409 restricted award shares issued and outstanding of which 355,909
were issued outside of the 2002 Plan and 128,100 are fully vested. We issued
53,500 restricted award shares to executive officers and directors in April 2009
pursuant to our 2002 Plan and restricted shares of 105,000 were issued to
executive officers, directors and employees in March 2008. Award shares vest in
equal installments over five years from the date of issuance. Such award shares
are issued from time to time to executive officers, directors and employees of
the Company. Non-vested award shares are subject to forfeiture in the event that
the recipient is no longer employed by the Company at the time of vesting,
subject to the Board’s right to waive the forfeiture provisions. Compensation
expense related to such shares is determined as of the issuance date based on
the fair value of the shares issued and is amortized over the related vesting
period. Total fair value related to the award shares issued in April 2009 and
March 2008 was $363,265 and $320,250, respectively. Compensation costs are
amortized over the vesting period of five years. Compensation expense related to
outstanding restricted award shares was $59,421 and $40,247 for the three months
ended September 30, 2009 and 2008, respectively, and $159,074 and $105,214 for
the nine months ended September 30, 2009 and 2008, respectively.





Earnings
Per Share


Basic
earnings per share are computed by dividing earnings available to common
shareholders by the weighted-average number of common shares
outstanding.  Diluted earnings per share is computed similar to basic
earnings per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common share equivalents had been issued and if the additional common
shares were dilutive. Common equivalent shares are excluded from the computation
if their effect is anti-dilutive.






8





Three
      Months Ended
              
              
              Nine
      Months EndedSeptember
      30,
              
              
              September
      30,2009
              
              
              2008
              
              
              2009
              
              
              2008Numerator
      -
                Net
      income attributable to common
                shareholders
              
              $
              830,656
              
              
              $
              741,810
              
              
              $
              2,398,919
              
              
              $
              1,885,078Denominator
      -
                Weighted-average
      number of common
                shares
      outstanding during the period
              
              
              6,745,663
              
              
              
              6,183,074
              
              
              
              6,710,175
              
              
              
              5,856,867Dilutive
      effect of stock options and warrants
              
              
              343,935
              
              
              
              423,342
              
              
              
              349,599
              
              
              
              427,138Common
      stock and common stock
                equivalents
      used for diluted earnings per share
              
              
              7,089,598
              
              
              
              6,606,416
              
              
              
              7,059,774
              
              
              
              6,284,005







Recent Accounting
Pronouncements


During
the third quarter ended September 30, 2009, we adopted changes issued by the
FASB to the authoritative hierarchy of GAAP. These changes establish the FASB
Accounting Standards CodificationTM
(Codification) as the source of authoritative accounting principles recognized
by the FASB to be applied by nongovernmental entities in the preparation of
financial statements in conformity with GAAP. Rules and interpretive releases of
the Securities and Exchange Commission (SEC) under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants. The
FASB will no longer issue new standards in the form of Statements, FASB Staff
Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue
Accounting Standards Updates (ASU). ASU’s will not be authoritative in their own
right as they will only serve to update the Codification. These changes and the
Codification itself do not change GAAP. Other than the manner in which new
accounting guidance is referenced, the adoption of these changes had no impact
on our consolidated financial statements.


We
recently adopted changes issued by the FASB to accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued, otherwise known as “subsequent
events.” Specifically, these changes set forth the period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements, the circumstances under which an entity should recognize
events or transactions occurring after the balance sheet date in its financial
statements, and the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. The adoption of these
changes had no impact on our consolidated financial statements as management
already followed a similar approach prior to the adoption of this new guidance.
We have evaluated subsequent events through November 9, 2009, the filing date of
this quarterly report, and there is no material impact on to our consolidated
financial statements.
 
 In August
2009, the FASB issued ASU 2009-15, which changes the fair value accounting for
liabilities. These changes clarify existing guidance that in circumstances in
which a quoted price in an active market for the identical liability is not
available, an entity is required to measure fair value using either a valuation
technique that uses a quoted price of either a similar liability or a quoted
price of an identical or similar liability when traded as an asset, or another
valuation technique that is consistent with the principles of fair value
measurements, such as an income approach (e.g., present value technique). This
guidance also states that both a quoted price in an active market for the
identical liability and a quoted price for the identical liability when traded
as an asset in an active market when no adjustments to the quoted price of the
asset are required are Level 1 fair value measurements. This ASU is effective on
January 1, 2010. Adoption of this ASU is will not have an impact on our
consolidated financial statements.
 
 In June
2009, the FASB issued changes to the accounting for variable interest entities.
These changes require an enterprise to perform an analysis to determine whether
the enterprise’s variable interest or interests give it a controlling financial
interest in a variable interest entity; to require ongoing reassessments of
whether an enterprise is the primary beneficiary of a variable interest entity;
to eliminate the quantitative approach previously required for determining the
primary beneficiary of a variable interest entity; to add an additional
reconsideration event for determining whether an entity is a variable interest
entity when any changes in facts and circumstances occur such that holders of
the equity investment at risk, as a group, lose the power from voting rights or
similar rights of those investments to direct the activities of the entity that
most significantly impact the entity’s economic performance; and to require
enhanced disclosures that will provide users of financial statements with more
transparent information about an enterprise’s involvement in a variable interest
entity. These changes become effective for us beginning on January 1, 2010.
The adoption of this change is not expected to have a material impact on our
consolidated financial statements.
  In June
2009, the FASB issued changes to the accounting for transfers of financial
assets. These changes remove the concept of a qualifying special-purpose entity
and remove the exception from the application of variable interest accounting to
variable interest entities that are qualifying special-purpose entities; limits
the circumstances in which a transferor derecognizes a portion or component of a
financial asset; defines a participating interest; requires a transferor to
recognize and initially measure at fair value all assets obtained and
liabilities incurred as a result of a transfer accounted for as a sale; and
requires enhanced disclosure; among others. These changes will become effective
for us on January 1, 2010.


3.     DEBT
OBLIGATIONS




The
Company entered into a new credit agreement (the “Agreement”) with a bank in
June 2008, which was amended and renewed in August 2009. The Agreement, as
amended, provides for a line of credit of $1.5 million and is collateralized by
substantially all unencumbered assets of the Company. Advances under the
Agreement bear interest at the prime rate, plus one-half of one percent (3.75%
as of September 30, 2009), with interest payable monthly. Subject to the terms
of the Agreement, the Company may request and repay advances from time to time
through the expiration date. The Agreement includes certain financial covenants
that must be met including a covenant that for a period of not less than thirty
(30) consecutive days during the loan term, that no loan amount will be
outstanding under the Agreement. The Agreement expires on August 3, 2010. As of
September 30, 2009 the Company was in compliance with the terms of its revolving
credit agreement and no amounts have been drawn under this
facility.








9
 
 In
connection with the acquisition of the Services Division, we entered into an
equipment lease financing loan with a bank for $1,750,000. The equipment lease
is collaterialized by the acquired assets and other assets of the Company and
provides for monthly payments of principal and interest of $46,378 commencing on
September 1, 2008 over 42 months, with interest at 6.4%. The lease financing
agreement also requires Emergent to meet certain financial covenants over the
loan term. As of September 30, 2009 the Company was in compliance with terms of
this loan agreement.
 
 The
Company incurred total net interest expense of $85,692 and $79,800 for the three
months ended September 30, 2009 and 2008, respectively and $261,681 and $205,936
for the nine months ended September 30, 2009 and 2008,
respectively.
  4.
              COMMITMENTS
      AND CONTINGENCIES


Legal
Matters
  Byong Y.
Kwon, Plaintiff against Daniel J. Yun, Emergent Group Inc., Emergent Capital
Investment Management, LLC, Metedeconk Holdings, LLC, Voyager Advisors, LLC,
Millennium Tradition Limited (f/k/a Millennium Heritage, Limited), Emergent
Management Company, LLC, Endurance Advisors, Limited, SK Networks Co., Ltd.
(f/k/a SK Global Co., Ltd.), Hye Min Kang, John Does 1-2 and Richard Roes 1-2
(collectively the “Defendants”).
 
 Plaintiff’s
complaint against the Defendants named above is a civil lawsuit, which was
signed by the clerk on February 2, 2005. This action is brought in the United
States District Court, Southern District of New York by Plaintiff against the
Company, a former director, Daniel Yun, and other parties to recover money
damages for alleged fraud, negligent misrepresentations and aiding and abetting
fraud. The Amended Complaint alleges that the factual basis involving the action
against the Company involves alleged false representations to Plaintiff to
induce him to leave his then employment in 2001 and accept the Company’s and
another named Defendant’s alleged offer of employment. Plaintiff seeks
compensatory damages and punitive damages each in the amount of not less than
$2,100,000 together with interest thereon, reasonable attorneys’ fees and other
specific relief against Defendants other than the Company. Management has denied
the Plaintiff’s allegations against the Company and intends to vigorously defend
this lawsuit. During the quarter ended September 30, 2009 there were no material
developments in this matter.


5.     RELATED
PARTY TRANSACTIONS





Transactions with BJH
Management




The
services of the Company’s Chairman and Chief Executive Officer are contracted
through BJH Management for a monthly fee of $15,167. In March 2007, the services
agreement with BJH Management was extended to June 30, 2010.





The
Company’s Chairman and Chief Executive Officer maintains his primary office in
New York. In this regard, the Company reimbursed BJH Management, LLC (“BJH”), a
company owned by the Company’s Chairman and Chief Executive Officer, for office
rent and other reimbursable expenses totaling $18,073 and $13,064 for the three
months ended September 30, 2009 and 2008, respectively, and $52,173 and $33,551
for the nine months ended September 30, 2009 and 2008,
respectively.





6.     LIMITED
LIABILITY COMPANIES





In
connection with expanding its business, PRI Medical participates with others in
the formation of Limited Liability Companies (“LLCs”) in which it will acquire
either a minority or majority interest and the remaining interests are held by
other investors. These LLCs acquire certain medical equipment for use in their
respective business activities which generally focus on surgical procedures. As
of September 30, 2009, PRI Medical holds interests in ten LLCs located in
California, Colorado and New York. We previously held interests in thirteen
LLCs; however, during third quarter of 2009 three LLCs ceased operations and we
began the wind-down and dissolution process. We purchased the assets, primarily
representing a customer list, from one such LLC for $95,000, less any wind-down
and dissolution expenses. The purchase price is due in two equal installments
with payments due in November 2009 and January 2010. Our LLCs acquire medical
equipment for rental purposes under equipment financing leases. The third party
investors in each respective LLC generally provide the lease financing company
with individual proportionate lease guarantees based on their respective
ownership percentages in the LLCs. In addition, PRI Medical will provide such
financing companies with its corporate guarantee based on its respective
ownership interest in each LLC. In certain instances, PRI Medical has provided
such financing companies with an overall corporate guarantee in connection with
equipment financing transactions. In such instances, the individual investors in
each respective LLC will generally indemnify PRI Medical against losses, if any,
incurred in connection with its corporate guarantee.





7.     ACQUISITION
OF THE ASSETS OF THE SERVICES DIVISION OF PHOTOMEDEX, INC.





On August
2, 2008, the Company entered into an agreement to acquire the assets of the
Surgical Services Division (the “Services Division”) of PhotoMedex, Inc. The
Services Division provides mobile laser services in 11 Northeast, Middle
Atlantic and Southeast states, serving 18 individual local markets, expanding
PRI’s geographic coverage to a total of 16 states. Revenues of the Services
Division were $7,667,000 for the year ended December 31, 2007. The purchase
price for the Services Division was approximately $3,149,735, subject to certain
post closing adjustments, plus closing costs. The acquisition was closed on
August 8, 2008, at which time the purchase price was paid by the Company through
borrowings from a bank of $1,750,000 under a fully amortizing capital equipment
lease arrangement, which is collateralized by the acquired assets and other
assets of the Company, the proceeds from the private sale of our restricted
Common Stock as discussed below, with the balance paid from existing
cash.







10




The
purchase price for the acquired assets of $3,149,735, plus certain acquisition
costs, was allocated to accounts receivable of $761,959, inventory of $467,720,
equipment and vehicles of $1,594,670 and to customer list for $358,864.
Equipment and vehicles are being depreciated over three to five years while the
customer list is being amortized over ten years.




In
connection with the acquisition of the assets of the Services Division, on July
31, 2008, the Company received investment commitments totaling $1,130,890 from
15 investors to purchase the Company’s Common Stock. The commitments consisted
of 665,229 Units at an offering price of $1.70 per Unit. Each Unit consisted of
one share of Common Stock and a Warrant to purchase 0.6 shares of Common Stock
at an exercise price of $1.75 per whole share. The Warrants expire at the close
of business on July 31, 2013. Of the 665,229 Units, 533,825 Units (equivalent to
$907,503) were purchased by officers and directors of the Company.




Our
acquisition of the Services Division in August 2008 has impacted our operating
results for the nine months ended September 30, 2009 compared to the same period
last year as discussed below.




Unaudited
Pro Forma Results of Operations for the Three and Nine Months Ended September
30, 2008





The
historical operating results for the Company include the operating results for
the Services Division from January 1, 2009 to September 30, 2009. Presented
below are the summarized pro forma operating results and earnings per share for
the Company assuming that the acquisition of assets of the Services Division had
been completed on January 1, 2008, with pro forma results presented from January
1, 2008 through August 8, 2008, after which our historical results are included
in such pro forma results of operations.





Pro
      Forma Results of OperationsThree
      Months
              
              
              Nine
      MonthsEnded
              
              
              EndedSeptember
      30,
              
              
              September
      30,2008
              
              
              2008Pro
      forma revenue
              
              $
              7,131,272
              
              
              $
              20,198,859Pro
      forma income from operations
              
              $
              1,207,800
              
              
              $
              3,315,288Pro
      forma provision for income taxes
              
              $
              (81,885
              )
              
              $
              (234,043
              )Pro
      forma net income
              
              $
              790,074
              
              
              $
              2,138,789Pro
      forma basic earnings per share
              
              $
              0.12
              
              
              $
              0.34Pro
      forma diluted earnings per share
              
              $
              0.12
              
              
              $
              0.31





The
unaudited pro forma condensed results of operations for 2008 include pro forma
adjustments for the period from January 1, 2008 to August 8, 2008 to adjust
depreciation and amortization expense based on asset values and related
depreciation and amortization periods ascribed by the Company, interest expense
incurred in connection with acquisition financing, certain acquisition related
costs, and the estimated impact on state taxes related to the income of the
Services Division. In connection with the acquisition transaction, Emergent
raised additional capital through the private placement of its Common Stock and
the issuance of Warrants to purchase Common Stock in July 2008. The pro forma
common and fully diluted shares outstanding assume completion of this
transaction on January 1, 2008 and include the effects of this transaction in
its basic and fully diluted shares outstanding. The issuance of the Warrants
resulted in compensation expense of $93,937, which is also included in the pro
forma adjustments for the nine months ended September 30, 2008.





The
unaudited pro forma results for the periods presented above are not necessarily
indicative of what actual results would have resulted had the acquisition
transaction described herein occurred at the dates stated above nor do they
purport to indicate the results of future operations of Emergent and the
Services Division acquired from PhotoMedex, Inc. Furthermore, no effect has been
given in the unaudited pro forma condensed statements of income for synergistic
benefits that may be realized from the acquisition of the Services Division or
costs that may have been incurred in integrating operations. The unaudited
condensed pro forma combined statements of income as presented herein should be
read in conjunction with the accompanying notes, the historical financial
statements and notes to the financial statements of Emergent set forth in
Emergent’s periodic and current reports filed with the Securities and Exchange
Commission and the carve-out audited and unaudited financial statements and
notes of the Services Division as previously filed in Form 8-K.






11





Item 2. Management's
Discussion and Analysis of Financial Condition and Results of
Operations





Forward-Looking
Statements





The
information contained in this Form 10-Q and documents incorporated herein by
reference are intended to update the information contained in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2008 and such
information presumes that readers have access to, and will have read, the
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” “Risk Factors” and other information contained in such Form 10-K
and other Company filings with the Securities and Exchange Commission
(“SEC”).





This
Quarterly Report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve risks and uncertainties, and actual results could be
significantly different than those discussed in this Form 10-Q. Certain
statements contained in Management's Discussion and Analysis, particularly in
"Liquidity and Capital Resources," and elsewhere in this Form 10-Q are
forward-looking statements. These statements discuss, among other things,
expected growth, future revenues and future performance. Although we believe the
expectations expressed in such forward-looking statements are based on
reasonable assumptions within the bounds of our knowledge of our business, a
number of factors could cause actual results to differ materially from those
expressed in any forward-looking statements, whether oral or written, made by us
or on our behalf. The forward-looking statements are subject to risks and
uncertainties including, without limitation, the following: (a) changes in
levels of competition from current competitors and potential new competition,
(b) possible loss of significant customer(s), (c) the Company’s ability to
effectively integrate into its operations the recently acquired assets and
customers of the Surgical Services Division of PhotoMedex, Inc., as discussed
elsewhere in this Form 10-Q, and its ability to integrate new and changing
medical technologies into to its product and service offerings, (d) the risk of
equipment vendors not making their equipment and technologies available to
equipment rental and service companies such as ours, (e) the Company’s ability
to meet the terms and conditions of its debt and lease obligations, (f) the
potential impact of new government rules and regulations could have a material
adverse affect on our results of our operations, and (g) changes in availability
or terms of working capital financing from vendors and lending institutions. The
foregoing should not be construed as an exhaustive list of all factors that
could cause actual results to differ materially from those expressed in
forward-looking statements made by us. All forward-looking statements included
in this document are made as of the date hereof, based on information available
to the Company on the date thereof, and the Company assumes no obligation to
update any forward-looking statements.





Overview





Emergent
Group Inc. (“Emergent”) is the parent company of PRI Medical Technologies, Inc.
(“PRI Medical”), its wholly owned subsidiary. Emergent and PRI Medical are
referred to collectively hereinafter as the “Company.” PRI Medical provides
mobile laser/surgical services, along with technical support, on a per procedure
basis to hospitals, out-patient surgery centers, and physicians'
offices.





Acquisition
of the Assets of the Services Division of PhotoMedex, Inc.





On August
2, 2008, the Company entered into an agreement to acquire the assets of the
Surgical Services Division (the “Services Division”) of PhotoMedex, Inc. The
Services Division provides mobile laser services in 11 Northeast, Middle
Atlantic and Southeast states, serving 18 individual local markets expanding
PRI’s geographic coverage to a total of 16 states. Revenues of the Services
Division were $7,667,000 for the year ended December 31, 2007. The purchase
price for the Services Division was approximately $3,149,735, subject to certain
post closing adjustments, plus closing costs. The acquisition was closed on
August 8, 2008, at which time the purchase price was paid by the Company through
borrowings from a bank of $1,750,000, under a fully amortizing capital equipment
lease arrangement, which is collateralized by the acquired assets and other
assets of the Company, the proceeds from the private sale of our restricted
Common Stock as discussed elsewhere in this Form 10-Q, with the balance paid
from existing cash.





Our
acquisition of the Services Division in August 2008 has impacted our operating
results for the nine months ended September 30, 2009 compared to the same period
last year as discussed below.




12




Unaudited
Pro Forma Results for the Three and Nine Months Ended September 30,
2008





The
historical operating results for the Company include the operating results for
the Services Division from January 1, 2009 to September 30, 2009. Presented
below are the summarized pro forma operating results and earnings per share for
the Company assuming that the acquisition of assets of the Services Division had
been completed on January 1, 2008, with pro forma results presented from January
1, 2008 through August 8, 2008, after which our historical results are included
in such pro forma results of operations.




Pro
      Forma Results of OperationsThree
      Months
              
              
              Nine
      MonthsEnded
              
              
              EndedSeptember
      30,
              
              
              September
      30,2008
              
              
              2008Pro
      forma revenue
              
              $
              7,131,272
              
              
              $
              20,198,859Pro
      forma income from operations
              
              $
              1,207,800
              
              
              $
              3,315,288Pro
      forma provision for income taxes
              
              $
              (81,885
              )
              
              $
              (234,043
              )Pro
      forma net income
              
              $
              790,074
              
              
              $
              2,138,789Pro
      forma basic earnings per share
              
              $
              0.12
              
              
              $
              0.34Pro
      forma diluted earnings per share
              
              $
              0.12
              
              
              $
              0.31


The
unaudited pro forma condensed results of operations for 2008 include pro forma
adjustments for the period from January 1, 2008 to August 8, 2008 to adjust
depreciation and amortization expense based on asset values and related
depreciation and amortization periods ascribed by the Company, interest expense
incurred in connection with acquisition financing, certain acquisition related
costs, and the estimated impact on state taxes related to the income of the
Services Division. In connection with the acquisition transaction Emergent
raised additional capital through the private placement of its Common Stock and
the issuance of Warrants to purchase Common Stock in July 2008. The pro forma
common and fully diluted shares outstanding assume completion of this
transaction on January 1, 2008 and include the effects of this transaction in
its basic and fully diluted shares outstanding. The issuance of the Warrants
resulted in compensation expense of $93,937, which is also included in the pro
forma adjustments for the nine months ended September 30, 2008.





The
unaudited pro forma results for 2008 are not necessarily indicative of what
actual results would have resulted had the acquisition transaction described
herein occurred on the dates stated above nor do they purport to indicate the
results of future operations of Emergent and the Services Division acquired from
PhotoMedex, Inc. Furthermore, no effect has been given in the unaudited pro
forma condensed statements of income for synergistic benefits that may be
realized from the acquisition of the Services Division or costs that may be
incurred in integrating operations. The unaudited condensed pro forma combined
statements of income as presented herein should be read in conjunction with the
accompanying notes, the historical financial statements and notes to the
financial statements of Emergent set forth in Emergent’s periodic and current
reports filed with the Securities and Exchange Commission and the carve-out
audited and unaudited financial statements and notes of the Services Division as
previously filed in Form 8-K.





Critical
Accounting Policies





Our
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
generally accepted accounting principles in the United States. The preparation
of financial statements requires managers to make estimates and disclosures on
the date of the financial statements. On an on-going basis, we evaluate our
estimates including, but not limited to, those related to revenue recognition,
inventory valuation and property and equipment. We use authoritative
pronouncements, historical experience and other assumptions as the basis for
making judgments. Actual results could differ from those estimates. We believe
that the following critical accounting policies affect our more significant
judgments and estimates in the preparation of our financial
statements.





Revenue Recognition. Revenue
is recognized once our mobile rental and technicians services are performed and
billable. We are required to make judgments based on historical experience and
future expectations, as to the realizability of goods and services billed to our
customers. These judgments are required to assess the propriety of the
recognition of revenue based on Staff Accounting Bulletin (“SAB”) No. 104,
“Revenue Recognition,” and related guidance. We make such assessments based on
the following factors: (a) customer-specific information, and (b) historical
experience for issues not yet identified.


Inventory Valuation. We are
required to make judgments based on historical experience and future
expectations as to the realizability of our inventory. We make these assessments
based on the following factors: (a) existing orders and usage, (b) age of the
inventory, and (c) historical experience.




13





Property and Equipment. We
are required to make judgments based on historical experience and future
expectations as to the realizability of our property and equipment. We made
these assessments based on the following factors: (a) the estimated useful lives
of such assets, (b) technological changes in our industry, and (c) the changing
needs of our customers.





Results
of Operations





The
following table sets forth certain selected unaudited condensed consolidated
statements of income data for the periods indicated in dollars and as a
percentage of total revenues. The following discussions relate to our results of
operations for the periods noted which include the results of operations for the
Services Division acquired on August 8, 2008, as discussed herein, for the
periods from January 1, 2009 to September 30, 2009 and from August 9, 2008 to
September 30, 2008. The results of operations for the periods noted are not
necessarily indicative of the results expected for any other interim period or
any future fiscal year. In addition, we note that the period-to-period
comparison may not be indicative of future performance.





Three
      Months Ended
              
              
              Nine
      Months EndedSeptember
      30,
              
              
              September
      30,2009
              
              
              %
              
              
              2008
              
              
              %
              
              
              2009
              
              
              %
              
              
              2008
              
              
              %Revenue
              
              $
              7,981,464
              
              
              
              100
              %
              
              $
              6,394,974
              
              
              
              100
              %
              
              $
              23,105,272
              
              
              
              100
              %
              
              $
              15,800,812
              
              
              
              100
              %Cost
      of goods sold
              
              
              4,802,495
              
              
              
              60
              %
              
              
              3,751,747
              
              
              
              59
              %
              
              
              13,839,056
              
              
              
              60
              %
              
              
              9,067,764
              
              
              
              57
              %Gross
      profit
              
              
              3,178,969
              
              
              
              40
              %
              
              
              2,643,227
              
              
              
              41
              %
              
              
              9,266,216
              
              
              
              40
              %
              
              
              6,733,048
              
              
              
              43
              %Selling,
      general, and administrative expenses
              
              
              1,490,174
              
              
              
              19
              %
              
              
              1,498,459
              
              
              
              23
              %
              
              
              4,442,338
              
              
              
              19
              %
              
              
              3,753,553
              
              
              
              24
              %Income
      from operations
              
              
              1,688,795
              
              
              
              21
              %
              
              
              1,144,768
              
              
              
              18
              %
              
              
              4,823,878
              
              
              
              21
              %
              
              
              2,979,495
              
              
              
              19
              %Other
      income (expense)
              
              
              (80,116
              )
              
              
              -1
              %
              
              
              (70,502
              )
              
              
              -1
              %
              
              
              (223,295
              )
              
              
              -1
              %
              
              
              (143,577
              )
              
              
              -1
              %Income
      before provision for incometaxes and minority interest
              
              
              1,608,679
              
              
              
              20
              %
              
              
              1,074,266
              
              
              
              17
              %
              
              
              4,600,583
              
              
              
              20
              %
              
              
              2,835,918
              
              
              
              18
              %Provision
      for income taxes
              
              
              (553,000
              )
              
              
              -7
              %
              
              
              (77,972
              )
              
              
              -1
              %
              
              
              (1,604,634
              )
              
              
              -7
              %
              
              
              (213,472
              )
              
              
              -1
              %Net
      income before minority interest
              
              
              1,055,679
              
              
              
              13
              %
              
              
              996,294
              
              
              
              16
              %
              
              
              2,995,949
              
              
              
              13
              %
              
              
              2,622,446
              
              
              
              17
              %Minority
      interest in income of consolidatedlimited liability companies
              
              
              (225,023
              )
              
              
              -3
              %
              
              
              (254,484
              )
              
              
              -4
              %
              
              
              (597,030
              )
              
              
              -3
              %
              
              
              (737,368
              )
              
              
              -5
              %Net
      income
              
              $
              830,656
              
              
              
              10
              %
              
              $
              741,810
              
              
              
              12
              %
              
              $
              2,398,919
              
              
              
              10
              %
              
              $
              1,885,078
              
              
              
              12
              %




Comparison
of the Three Months Ended September 30, 2009 to September 30, 2008





The
Company generated revenues of $7,981,464 in 2009 compared to $6,394,974 in 2008.
The increase in revenues in 2009 of $1,586,490, or 25% is primarily related to
the inclusion of revenues from the Services Division, which we acquired in
August 2008 and from an increase in revenues from our other surgical
procedures.





Cost of
goods sold was $4,802,495 in 2009 or 60% of revenues, compared to $3,751,747 or
59% of revenues for 2008. Costs of goods sold primarily consist of payroll costs
and related expenses for technicians, cost of disposables consumed, depreciation
and amortization related to equipment, insurance costs and other operating costs
incurred in rendering mobile medical equipment and technician services. The
overall increase in cost of goods sold of $1,050,748 or 28% for 2009 is due to
the inclusion of costs for the Services Division, which we acquired in August
2008 as well as increases in disposable costs, payroll and related costs,
depreciation and amortization expenses and to increases in equipment maintenance
costs. Disposable costs increased due to increased sales volume, payroll and
payroll related costs increased due to an increase in the number of employees,
depreciation and amortization expense increased due to equipment purchases in
2009 and 2008. The net change in other cost categories included in cost of goods
sold remained relatively consistent in 2009 compared to 2008.





Gross
profit from operations was $3,178,969 in 2009, compared to $2,643,227 in 2008.
Gross profit as a percentage of revenues was 40% for 2009 compared to 41% for
2008. Gross margins after disposable costs will vary depending on the type of
surgical procedure performed due to the fact that certain procedures require
more expensive disposable items. In addition, gross margin rates will vary from
period to period depending upon other factors including pricing considerations,
and equipment and technician utilization rates. The gross margin for 2009 is not
necessarily indicative of the margins that may be realized in future
periods.






14





Selling,
general, and administrative expenses were $1,490,174 or 19% of revenues for 2009
and $1,498,459 or 23% of revenues for 2008. Such costs include, among others,
payroll and related expenses, insurance costs and occupancy costs. The decrease
in selling and general and administrative expenses of $8,285 is related to the
fact that we recognized compensation expense of $93,937 in the prior year
quarter in connection with our private placement of common stock and certain
other acquisition related expenses, while no such expense was recognized in
2009. The decrease in such expenses in 2009 compared to 2008 offset increases
in performance-based incentive compensation and to increases in sales
management and other payroll related expenses for 2009 compared to
2008





Other
income (expense) was $(80,116) in 2009 compared to $(70,502) in 2008. Other
income (expense) includes interest income and expense, gains and losses on
disposal of property and equipment, and other miscellaneous income and expense
items. The net increase in other expense of $9,614 is primarily related to an
increase in net interest expense of $5,892; offset by a net decease in gain on
the disposal of property and equipment and other income of $3,722. The net
increase in interest expense relates to new equipment leases entered into during
2009 and 2008, including the equipment financing lease incurred in connection
with the acquisition of the Services Division in August 2008. The net decrease
in gain on disposal of property and equipment and other income is related to a
decrease in such miscellaneous income items in 2009 compared to
2008.





The
minority interest (ownership interests held by third-parties) in net income of
limited liability companies was $225,023 in 2009 compared to $254,484 in 2008.
In 2009 and 2008, we held ownership interests in thirteen and eleven entities,
respectively. During the quarter ended September 30, 2009 three LLCs ceased
operations and we began the wind-down and dissolution process. The decrease in
minority interest in earnings is related to the winding-down of operations for
such LLCs. As of September 30, 2009 and 2008, in accordance with guidance issued
by the FASB, the Company accounted for its equity investments in entities in
which it holds a minority interest under the full consolidation
method.





Net
income was $830,656 in 2009 compared to $741,810 in 2008. Provision for income
taxes was $553,000 in 2009 as compared to $77,972 in 2008. During the fourth
quarter of 2008 we recognized deferred tax benefits of $1,331,512 related to
operating losses from prior years. We did not reverse the valuation allowance
until it was “more likely than not” that the tax asset would be realized. The
provision for income taxes of $553,000 as of September 30, 2009 is comprised of
state taxes, federal Alternative Minimum Taxes (AMT), and the utilization of
deferred income tax assets. At December 31, 2008, the Company had net operating
loss carryforwards of approximately $7.6 million for federal tax purposes. Basic
net income per share for 2009 and 2008 was $0.12 and $0.12, respectively, while
fully diluted net income per share for 2009 and 2008 was $0.12 and $0.11,
respectively. Basic and fully diluted weighted average shares outstanding for
2009 were 6,745,663 and 7,089,598, respectively, and 6,183,074 and 6,606,416 for
2008, respectively.




Comparison
of the Nine Months Ended September 30, 2009 to September 30, 2008





The
Company generated revenues of $23,105,272 in 2009 compared to $15,800,812 in
2008. The increase in revenues in 2009 of $7,304,460, or 46% is primarily
related to the inclusion of revenues from the Services Division, which we
acquired in August 2008 and from an increase in revenues from our other surgical
procedures.





Cost of
goods sold was $13,839,056 in 2009 or 60% of revenues, compared to $9,067,764 or
57% of revenues for 2008. Costs of goods sold primarily consist of payroll costs
and related expenses for technicians, cost of disposables consumed, depreciation
and amortization related to equipment, insurance costs and other operating costs
incurred in rendering mobile medical equipment and technician services. The
overall increase in cost of goods sold of $4,771,292 or 53% for 2009 is due to
the inclusion of costs for the Services Division, which we acquired in August
2008, as well as increases in disposable costs, payroll and related costs,
depreciation and amortization expenses and to increases in equipment maintenance
costs. Disposable costs increased due to increased sales volume, payroll and
payroll related costs increased due to an increase in the number of employees,
depreciation and amortization expense increased due to equipment purchases in
2009 and 2008. The net change in other cost categories included in cost of goods
sold remained relatively consistent in 2009 compared to 2008.




Gross
profit from operations was $9,266,216 in 2009 compared to $6,733,048 in 2008.
Gross profit as a percentage of revenues was 40% in 2009 compared to 43% in
2008. Gross margins after disposable costs will vary depending on the type of
surgical procedure performed due to the fact that certain procedures require
more expensive disposable items. In addition, gross margin rates will vary from
period to period depending upon other factors including pricing considerations,
and equipment and technician utilization rates. The gross margin for 2009 is not
necessarily indicative of the margins that may be realized in future
periods.




15





Selling,
general, and administrative expenses were $4,442,338 or 19% of revenues for 2009
and $3,753,553 or 24% of revenues for 2008. Such costs include, among others,
payroll and related expenses, insurance costs and occupancy costs. The increase
in selling, general and administrative expenses of $688,785 in 2009 is primarily
related to increases in performance-based incentive compensation and to
increases in sales management and other payroll related expenses.





Other
income (expense) was $(223,295) in 2009 compared to $(143,577) in 2008. Other
income (expense) includes interest income and expense, gains and losses on
disposal of property and equipment, and other miscellaneous income and expense
items. The net increase in other expense of $79,718 is primarily related to an
increase in net interest expense of $55,745; offset by a net decrease in gain on
disposal of property and equipment and other income of $23,973. The net increase
in interest expense relates to new equipment leases entered into during 2009 and
2008, including the equipment financing lease incurred in connection with the
acquisition of the Services Division in August 2008. The net decrease in gain on
disposal of property and equipment and other income is related to a decrease in
such miscellaneous income items in 2009 compared to 2008.





The
minority interest (ownership interests held by third-parties) in net income of
limited liability companies was $597,030 in 2009 compared to $737,368 in 2008.
In 2009 and 2008, we held ownership interests in thirteen and eleven entities,
respectively. The decrease in the minority interest in income for 2009 is
related to the fact that three LLCs ceased operations during the third quarter
of 2009 and began the wind-down and dissolution process.  In addition,
the LLCs generated lower earnings during the nine months ended September 30,
2009 compared to 2008. As of September 30, 2009 and 2008, in accordance with
guidance issued by the FASB, the Company accounted for its equity investments in
entities in which it holds a minority interest under the full consolidation
method.





Net
income was $2,398,919 in 2009 compared to $1,885,078 in 2008. Provision for
income taxes was $1,604,634 in 2009 as compared to $213,472 in 2008. During the
fourth quarter of 2008 we recognized deferred tax benefits of $1,331,512 related
to operating losses from prior years. We did not reverse the valuation allowance
until it was “more likely than not” that the tax asset would be realized. The
provision for income taxes of $1,604,634 as of September 30, 2009 is comprised
of state taxes, federal Alternative Minimum Taxes (AMT), and the utilization of
deferred income tax assets. At December 31, 2008 the Company had net operating
loss carryforwards of approximately $7.6 million for federal tax purposes. Basic
net income per share for 2009 and 2008 was $0.36 and $0.32, respectively, while
fully diluted net income per share for 2009 and 2008 was $0.34 and $0.30,
respectively. Basic and fully diluted weighted average shares outstanding for
2009 were 6,710,175 and 7,059,774, respectively, and 5,856,867 and 6,284,005 for
2008, respectively.





Liquidity
and Capital Resources





The
Company entered into a new credit agreement (the “Agreement”) with a bank in
June 2008, which was amended and renewed in August 2009. The Agreement, as
amended, provides for a line of credit of $1.5 million and is collateralized by
substantially all unencumbered assets of the Company. Advances under the
Agreement bear interest at the prime rate, plus one-half of one percent (3.75%
as of September 30, 2009), with interest payable monthly. Subject to the terms
of the Agreement, the Company may request and repay advances from time to time
through the expiration date. The Agreement includes certain financial covenants
that must be met including a covenant that for a period of not less than thirty
(30) consecutive days during the loan term, that no loan amount will be
outstanding under the Agreement. The Agreement expires on August 3, 2010. As of
September 30, 2009 the Company was in compliance with the terms of its revolving
credit agreement and no amounts have been drawn under this
facility.





In
connection with the acquisition of the Services Division, we entered into an
equipment lease financing loan with a bank for $1,750,000. The equipment lease
is collaterialized by the acquired assets and other assets of the Company and
provides for monthly payments of principal and interest of $46,378 commencing on
September 1, 2008 over 42 months, with interest at 6.4%. The lease financing
agreement also requires Emergent to meet certain financial covenants over the
loan term. As of the filing date of this Form 10-Q, the Company was in
compliance with such financial covenants.





In May
2009, the Company purchased certain medical equipment from a limited liability
company for approximately $111,000. The purchase price was satisfied through the
use of lease financing.




16




The
Company had cash and cash equivalents of $5,957,808 at September 30, 2009. Cash
provided by operating activities for the nine months ended September 30, 2009
was $5,921,788. Cash generated from operations includes net income of
$2,398,919, depreciation and amortization of $1,620,057, deferred income taxes
of $1,217,122, minority interest in net income of $597,030, stock-based
compensation of $170,494, an increase in provision for doubtful accounts of
$21,415, and increases in accounts payable and accrued expenses of $396,288 and
$262,699, respectively; and inventory and other expense-noncash of $7,812;
offset by increases in accounts receivable, prepaid expenses, deposits and other
assets, and gain on disposal of property and equipment of $547,292; $89,329;
$125,377, and $8,050, respectively. Cash used in investing activities was
$1,104,436 and consisted of the purchase of property and equipment of $517,582,
cash distributions of $703,404 to members of limited liability companies, offset
by contributions from new members to limited liability companies of $112,500 and
proceeds from the sale of equipment of $4,050. Cash used for financing
activities was $3,445,651 and consisted of payment of dividends on common stock
of $1,989,750, and payments of $1,492,241 on lease obligations; offset by
proceeds of $34,740 and $1,600 from equipment refinancing and the exercise of
common stock options, respectively.





The
Company had cash and cash equivalents of $2,577,791 at September 30, 2008. Cash
provided by operating activities for the nine months ended September 30, 2008
was $3,347,051. Cash generated from operations includes net income of
$1,885,078, depreciation and amortization of $1,174,050, minority interest in
net income of $737,368, stock-based compensation of $203,702, a decrease in
inventory of $69,457, an increase in provision for doubtful accounts of $32,524,
increases in accounts payable and accrued expenses and other liabilities of
$364,281 and $102,019, respectively; offset by increases in accounts receivable
of $1,102,861 and prepaid expenses  and deposits and other assets of
$81,478 and $8,152, respectively, and gain on disposal of property and
equipment of $28,937. Cash used in investing activities was $2,314,557 and
consisted of cash paid of $1,399,735 in connection with the acquisition of the
assets of the Services Division, purchase of property and equipment of $331,554,
cash distributions of $697,621 to members of limited liability companies, offset
by contributions from new members to limited liability companies of $84,375 and
proceeds from the sale of equipment of $29,978. Cash used for financing
activities was $1,498,357 and consisted of payment of dividends on common stock
of $1,686,095, and payments on lease and debt obligations of $942,485 and
$75,667; offset by net proceeds of $1,130,890 from the private placement of
Common Stock and proceeds of $75,000 from equipment refinancing. In addition,
during the nine months ended September 30, 2008 we borrowed and repaid
$8,172,638 under our previous revolving line of credit agreement.





We
anticipate that our future liquidity requirements will arise from the need to
finance our accounts receivable and inventories, and from the need to fund our
current debt and lease obligations and capital expenditures. The primary sources
of funding for such requirements will be cash generated from operations,
borrowings under debt facilities and trade payables, and raising additional
capital from the sale of equity or other securities. The Company believes that
it can generate sufficient cash flow from these sources to fund its on-going
operations for at least the next twelve months.





Item 3. Quantitative and
Qualitative Disclosures About  Market Risk





Market
risk is the risk of loss arising from adverse changes in market rates and
prices, such as interest rates, foreign currency exchange rates and commodity
prices. Our primary exposure to market risk is interest rate risk associated
with our short term money market investments. The Company does not have any
financial instruments held for hedging or other speculative purposes and does
not invest in derivative financial instruments, interest rate swaps or other
investments that alter interest rate exposure.





Item 4. Controls and
Procedures




We
maintain disclosure controls and procedures, which are designed to ensure that
information required to be disclosed in the reports we file or submit under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms, and that such information is accumulated and
communicated to our management, including our CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure.




Under the
supervision and with the participation of our management, including our CEO and
CFO, an evaluation was performed on the effectiveness of the design and
operation of our disclosure controls and procedures as of the end of the period
covered by this quarterly report. Based on that evaluation, our management,
including our CEO and CFO, concluded that our disclosure controls and procedures
were effective as of the end of the period covered by this report.




There
were no changes in the Company’s internal controls over financial reporting
during the most recently completed fiscal quarter that have materially affected
or are reasonably likely to materially affect the Company’s internal control
over financial reporting.






17




PART
II.  OTHER INFORMATION


.


Item
      1.
            Legal
      Proceedings





See Note
4 to Notes to Condensed Consolidated Financial Statements included herein for a
description of legal matters.





Item
      1A.
            Risk
      Factors





As
a  Smaller Reporting Company as defined Rule 12b-2 of the Exchange Act
and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure
reporting obligations and therefore are not required to provide the information
requested by this Item 1A.





Item
      2.
            Changes in
      Securities





None.





Item
      3.
            Defaults Upon Senior
      Securities





None.





Item
      4.
            Submissions of Matters
      to a Vote of Security
Holders





In the
third quarter ended September 30, 2009 there were no matters submitted to a vote
of security holders.





Item
      5.
            Other
      Information





None





Item
      6.
            Exhibits





Except
for the exhibits listed below, other required exhibits have been previously
filed with the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended.





Number
              
              Exhibit
      Description10.1
              
              Second Amendment to
      Credit Agreement, dated August 18, 2009*11.1
              
              Statement
      re: computation of earnings per share.  See condensed
      consolidated statement of operations and notes
thereto.31(a)
              
              Rule 13a-14(a)
      Certification – Chief Executive Officer *31(b)
              
              Rule
      13a-14(a) Certification – Chief Financial Officer *32(a)
              
              Section 1350
      Certification – Chief Executive Officer *32(b)
              
              Section
      1350 Certification – Chief Financial Officer *99.1
              
              Press
      Release, dated November 4, 2009 Re: Quarterly Results** Filed
      herewith.





18





SIGNATURES








Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




EMERGENT
      GROUP INC.Date:
      November 10, 2009
              By:
              /s/ Bruce
      J. HaberName:
      Bruce J. HaberTitle: Chairman
      and Chief Executive Officer





Date:
      November 10, 2009
              By:
              /s/ William
      M. McKayName:
      William M. McKayTitle:
      Chief Financial Officer and Secretary