-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P5sJkqcha1B49I1xtpsajAh4VHlWJbwaBTNTcmtNf8jJgxSZ4dgNu+PHnbBaYHox S3M8tn6fbXjMVblp6s1xKw== 0000910680-03-000710.txt : 20030812 0000910680-03-000710.hdr.sgml : 20030812 20030812161300 ACCESSION NUMBER: 0000910680-03-000710 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030811 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPAR GROUP INC CENTRAL INDEX KEY: 0001004989 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330684451 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27408 FILM NUMBER: 03837761 BUSINESS ADDRESS: STREET 1: 580 WHITE PLAINS ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 914-332-4100 MAIL ADDRESS: STREET 1: 580 WHITE PLAINS ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591 FORMER COMPANY: FORMER CONFORMED NAME: PIA MERCHANDISING SERVICES INC DATE OF NAME CHANGE: 19951220 8-K 1 f8k-08112003.txt D/O/R: 08/11/2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2003 SPAR Group, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-27824 33-0684451 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File No.) Identification No.) 580 White Plains Road, Tarrytown, New York 10591 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (914) 332-4100 - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ------ ------------------------------------------------------------------ (c) Exhibits: 99.1 Press Release of the Registrant dated August 11, 2003. Item 12. Results of Operations and Financial Condition. - ------- ---------------------------------------------- On August 11, 2003, SPAR Group, Inc. (the "Registrant") issued the press release attached to this Current Report on Form 8-K (the "Report") as Exhibit 99.1 reporting its financial results for the three months ended June 30, 2003, which is incorporated herein by reference. The information in this Report, including the exhibit, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. It shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SPAR Group, INC. Date: August 12, 2003 By: /s/ CHARLIE CIMITILE -------------------- Charlie Cimitile Chief Financial Officer EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 99.1 Press Release of the Registrant dated August 11, 2003. EX-99 3 exhb-99.txt 99.1 PRESS RELEASE CONTACTS: Charles Cimitile Chief Financial Officer SPAR Group, Inc. (914) 332-4100 Roger S. Pondel PondelWilkinson MS&L (323) 866-6060 SPAR GROUP REPORTS SECOND QUARTER RESULTS TARRYTOWN, NY -- AUGUST 11, 2003 -- SPAR Group, Inc. (NASDAQ:SGRP) today reported financial results for the second quarter and six months ended June 30, 2003. Net income for the 2003 second quarter amounted to $608,000, equal to $0.03 per share, on net revenues of $17.4 million. For the comparable prior year period, the company recorded net income of $1.1 million, or $0.06 per share, on net revenues of $17.5 million. For the 2003 year-to-date period, net income advanced 21.5% to $1.9 million, equal to $0.10 per share, from $1.6 million, or $0.08 per share, a year ago. Net revenues for the first half of 2003 rose 7.4% to $36.1 million from $33.6 million last year. The company said results for the quarter were impacted primarily by external economic factors affecting the retail sector. "The second quarter was challenging for retailers throughout the nation, and, hence, for most of our customers," said Bob Brown, SPAR Group's chairman and chief executive officer. "In turn, our customers utilized our services to a lesser degree, restraining our revenues and impacting earnings. Additionally, costs associated with the completion earlier in the year of two acquisitions and a restructuring of our field organization also impacted results. The acquisitions, as (more) Los Angeles New York Atlanta Boston Portland SPAR Group, Inc. 2-2-2 well as the field organization restructuring, however, are expected to positively contribute to our performance in the future. However, if these revenue challenges continue during the 3rd and 4th quarter, the Company would fall short of our previously announced goal of $0.33 in earnings per share for 2003." "Our business base remains strong, and the company's foundation is solid," Brown said. "We are intensifying our marketing efforts, paying close attention to costs and getting our message across to existing and prospective clients that SPAR's unique merchandising expertise can help enhance their sales and profitability." SPAR Group, Inc. is a diversified marketing services company, providing a broad array of productivity enhancing products and services to help Fortune 1000 companies improve their sales, operating efficiency and profits. The company provides in-store merchandising, database and research services to general retail, mass market, drug, and grocery chains both, throughout the United States and internationally. Certain statements in this news release are forward-looking, including, but not limited to, benefits from the company's two acquisitions completed earlier in the year and from the field organization restructuring, and involve a number of risks and uncertainties (both known and unknown). The company's actual results, performance and trends could differ materially from those indicated or implied by such statements as a result of various factors, including (without limitation) the continued strengthening of SPAR's selling and marketing functions, continued customer satisfaction and contract renewal, new product development and marketing, continued technological superiority over its competitors, continued availability of capable dedicated personnel, continued cost management, the success of its international efforts, and other factors, as well as by factors applicable to most companies such as general economic, competitive and other business and civil conditions. Information respecting certain of these and other factors that could effect future results, performance or trends are discussed in SPAR Group's annual report on Form 10-K, quarterly reports on Form 10-Q, and other filings made with the Securities and Exchange Commission from time to time. # # # (Tables Follow) SPAR GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME (unaudited) (In thousands, except per share data)
Three Months Ended Six Months Ended ------------------------------- -------------------------------- June 30, June 30, June 30, June 30, 2003 2002 2003 2002 ---- ---- ---- ---- Net Revenues $ 17,351 $ 17,542 $ 36,090 $ 33,588 Cost of revenues 11,146 10,591 22,397 20,342 ------------------------------- -------------------------------- Gross profit 6,205 6,951 13,693 13,246 Selling, general and administrative expenses 4,768 4,675 9,711 9,642 Depreciation and amortization 399 460 777 877 ------------------------------- -------------------------------- Operating income 1,038 1,816 3,205 2,727 Interest expense 72 38 140 86 Other (income) expense (10) 52 28 134 ------------------------------- -------------------------------- Income before provision for income taxes 976 1,726 3,037 2,507 Provision for income taxes 368 657 1,151 956 ------------------------------- -------------------------------- Net Income $ 608 $ 1,069 $ 1,886 $ 1,551 =============================== ================================ Net Income per common share (basic/diluted) $ 0.03 $ 0.06 $ 0.10 $ 0.08 =============================== ================================ Weighted average common shares - basic 18,858 18,593 18,850 18,592 =============================== ================================ Weighted average common shares - diluted 19,538 19,021 19,447 19,021 =============================== ================================
SPAR GROUP, INC. CONSOLIDATED BALANCE SHEETS (unaudited) (In thousands, except share and per share data)
June 30, December 31, 2003 2002 ---------------- ----------------- ASSETS Current assets: Cash and cash equivalents $ - $ - Accounts receivable, net 19,504 17,415 Prepaid expenses and other current assets 1,208 783 Deferred income taxes 707 903 ---------------- ----------------- Total current assets 21,419 19,101 Property and equipment, net 2,267 1,972 Goodwill 8,100 7,858 Deferred income taxes 648 705 Other assets 677 121 ---------------- ----------------- Total assets $ 33,101 $ 29,757 ================ ================= LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 958 $ 422 Accrued expenses and other current liabilities 5,229 6,097 Accrued expense due to affiliates 1,535 958 Restructuring charges, current 772 1,354 Due to certain stockholders - 3,951 ---------------- ----------------- Total current liabilities 8,494 12,782 Line of credit 6,648 148 Restructuring charges, long-term - 235 Commitments and contingencies Stockholders' equity: Preferred stock, $.01 par value: Authorized shares--3,000,000 Issued and outstanding shares-none Common stock, $.01 par value: Authorized shares--47,000,000 Issued and outstanding shares--18,858,972 - June 30, 2003 and 18,824,527 - December 31, 2002 189 188 Treasury Stock (582) (30) Additional paid-in capital 10,951 10,919 Retained Earnings 7,401 5,515 ---------------- ---------------- Total stockholders' equity 17,959 16,592 ---------------- ---------------- Total liabilities and stockholders' equity $ 33,101 $ 29,757 ================ =================
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