8-K/A 1 b01-0032.txt AMENDMENT TO 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- FORM 8-K/A Amendment No. 1 ----------------------------------- Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 12, 2001 Commission File Number: 0-21475 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.) 375 Park Avenue New York, NY 10152-3699 ----------------------- (Address of principal executive offices) (212) 813-9700 -------------- (Registrant's telephone number) Not Applicable -------------- (Former name, address and fiscal year, if changed since last report) ----------------------------------- ================================================================================ In July 2001, the Company completed its acquisition of Medical Resources Management, Inc. ("MRM") as per the agreement dated January 2001. As required by the terms of the agreement, the Company exchanged 5,633,667 shares of its Common Stock, which represents 11.3% of the total post-merger outstanding shares, for all the issued and outstanding Common Stock of MRM at a conversion ratio of 0.37. Based on the average of the Company's closing stock price for the 10 preceding days prior to the acquisition, the purchase price for MRM is $3,244,992. MRM will operate as a wholly owned subsidiary of the Company. Item 7. Financial Information, Pro Forma Financial Information and Exhibits (a) Pro Forma Financial Information The following unaudited pro forma condensed combining financial data, which are presented to reflect the acquisition of MRM by the Company, have been prepared as if the acquisition had taken place on January 1, 2001 and 2000. The transaction will be accounted for under the purchase method of accounting. The unaudited pro forma condensed combining financial data are based upon the historical financial statements of the Company and MRM. The Company is in the process of determining how the purchase price will be allocated to the net assets acquired and accordingly, the accompanying pro forma financial statements represent a preliminary estimate of such allocation. The actual purchase price allocation may vary significantly. The unaudited pro forma condensed combining financial data are not necessarily an indication of the results that would have been achieved had the transaction been consummated as of the date indicated or that may be achieved in the future. (b) Other Information As a result of differing year-ends of the Company and MRM, results of operations for the dissimilar periods have been combined. The Company's results of operations for the six months ended June 30, 2001 have been combined with MRM's results of operations for the eight months ended June 30, 2001. The Company's results of operations for the year ended December 31, 2000 have been combined with MRM's results of operations for the year ended October 31, 2000. The unaudited pro forma condensed combining financial data should be read in conjunction with the notes thereto and with historical audited consolidated financial statements and notes thereto included in the Company's and MRM's Annual Report on Form-10K. 2 Unaudited Pro Forma Combining Balance Sheet As of June 30, 2001 (in thousands)
Pro Forma Combining Emergent MRM Combined Adjustments Pro Forma --------- ---------- ---------- ----------- ------------ ASSETS Current assets $ 2,685 $ 2,769 $ 5,454 $ (960) (B) $ 4,494 Property and equipment, net 308 11,495 11,803 -- 11,803 Intangible assets, net 181 245 426 3,245 (A) 1,318 (2,353) (A) Other assets, net 747 184 931 -- 931 --------- ---------- ---------- -------- ---------- Total assets $ 3,921 $ 14,693 $ 18,614 $ (68) $ 18,546 ========= ========== ========== ======== ========== LIABILITIES $ 1,080 $ 12,340 $ 13,420 $ (960) (B) $ 12,460 ========= ========== ========== ======== ========== STOCKHOLDERS' EQUITY Preferred Stock $ -- $ -- $ -- $ -- $ -- Common Stock 44 15 59 (9) (A) 50 Additional paid-in capital 8,629 3,984 12,613 (745) (A) 11,868 Accumulated deficit (5,832) (1,646) (7,478) 1,646 (A) (5,832) --------- ---------- ---------- -------- ---------- Total stockholders' equity 2,841 2,353 5,194 892 6,086 ========= ========== ========== ======== ========== Total liabilities and stockholders' equity $ 3,921 $ 14,693 $ 18,614 $ (68) $ 18,546 ========= ========== ========== ======== ==========
See accompanying notes to unaudited pro forma combining financial information 3 Unaudited Pro Forma Combining Income Statsment For the Six Months Ending June 30, 2001 (in thousands, except earnings per share)
Pro Forma Combining Emergent MRM Combined Adjustments Pro Forma ---------- ----------- ----------- ----------- --------- Revenue, net $ -- $ 7,397 $ 7,397 $ -- $ 7,397 Cost of revenue -- 4,947 4,947 -- 4,947 ---------- ----------- ----------- ----------- ---------- Gross profit -- 2,450 2,450 -- 2,450 Operating Expenses 2,407 3,191 5,598 89 (C) 5,687 ---------- ----------- ----------- ----------- ---------- Operating loss (2,407) (741) (3,148) (89) (3,237) Unrealized gain (loss) on trading investments 137 -- 137 -- 137 Interest/other expense 49 (864) (815) 25 (B) (815) (25) (B) ---------- ----------- ----------- ----------- ---------- Loss before income taxes (2,221) (1,605) (3,826) (89) (3,915) Income tax benefit -- -- -- -- -- ---------- ----------- ----------- ----------- ---------- Net loss $ (2,221) $ (1,605) $ (3,826) $ (89) $ (3,915) ========== =========== =========== =========== ========== EARNINGS PER SHARE DATA: Basic and diluted earnings per share $ (0.05) $ (0.08) Weighted average common shares (D) 44,173 5,634 49,807
See accompanying notes to unaudited pro forma combining financial information 4 Unaudited Pro Forma Combining Income Statsment For the Year Ending December 31, 2000 (in thousands, except earnings per share)
Pro Forma Combining Emergent MRM Combined Adjustments Pro Forma ---------- ---------- ---------- ----------- --------- Revenue, net $ -- $ 11,103 $ 11,103 $ -- $ 11,103 Cost of revenue -- 6,987 6,987 -- 6,987 ---------- ---------- ---------- ----------- ---------- Gross profit -- 4,116 4,116 -- 4,116 Operating Expenses 3,738 4,590 8,328 178 (C) 8,506 ---------- ---------- ---------- ----------- ---------- Operating loss (3,738) (474) (4,212) (178) (4,390) Unrealized gain (loss) on trading investments -- -- -- -- -- Interest/other expense 128 (1,124) (996) 2 (B) (996) (2) (B) ---------- ---------- ---------- ----------- ---------- Loss before income taxes (3,610) (1,598) (5,208) (178) (5,386) Income tax benefit -- -- -- -- -- ---------- ---------- ---------- ----------- ---------- Net loss $ (3,610) $ (1,598) $ (5,208) $ (178) $ (5,386) ========== ========== ========== =========== ========== EARNINGS PER SHARE DATA: Basic and diluted earnings per share $ (0.08) $ (0.11) Weighted average common shares (D) 44,173 5,634 49,807
NOTES TO UNAUDITED PRO FORMA COMBINING FINANCIAL STATEMENTS (A) Reflects the recording of the purchase of MRM by the Company including elimination of all of MRM's capital accounts. Issuance of Emergent Shares...................5,633,667 Price per Share.............................$ 0.576 ----------- Purchase Price..............................$ 3,244,992 =========== (B) Reflects the elimination of MRM note receivable by the Company and MRM's note Payable to the Company in the amount of $960,000 at June 30, 2001 and the elimination of $24,592 of interest income and expense, respectively. For the year ended December 31, 2000, $1,791 of interest income and expense is eliminated. (C) Reflects the amortization expense for the six months ended June 30, 2001 and the year ended December 31, 2000 of $89,248 and $178,496, respectively, for the excess amount of the purchase price of $892,481 over the net assets acquired of $2,352,511. The excess amount of the purchase price over the net assets acquired is being amortized over five (5) years. (D) The average number of common shares outstanding used in calculating pro forma loss per common share is calculated assuming that the shares of common stock issued in the merger with MRM were outstanding from the beginning of the period. Warrants to purchase shares of common stock were not included in computing pro forma diluted earnings per common share because their inclusion would result in a smaller loss per common share. 5 (c) Exhibits 99.1 Medical Resources Management, Inc.'s Annual Report for the year ended October 31, 2000. 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: September 19, 2001 By: /s/ Mark Waldron ------------------------------------- Mark Waldron, Chief Executive Officer 6