-----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, CtG+qAXbIqomJzkSHUkbb3oG7xTCvD0IS6d01f4a+loMaN9JIy5zyx5wTrcD2v4+ vZknXvOJx8r/yXUBWMY8fg== 0000910680-03-000975.txt : 20031113 0000910680-03-000975.hdr.sgml : 20031113 20031113171657 ACCESSION NUMBER: 0000910680-03-000975 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: 20031113 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: 03999173 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-11102003.txt NOVEMBER 10, 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): November 10, 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 November 10, 2003. Item 12. Results of Operations and Financial Condition. - -------- ---------------------------------------------- On November 10, 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 September 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: November 13, 2003 By: /s/ CHARLIE CIMITILE --------------------------- Charlie Cimitile Chief Financial Officer EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 99.1 Press Release of the Registrant dated November 10, 2003. EX-99 3 exh99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 CONTACTS: Charles Cimitile Chief Financial Officer SPAR Group, Inc. (914) 332-4100 Roger S. Pondel PondelWilkinson MS&L (323) 866-6060 SPAR GROUP REPORTS THIRD QUARTER, NINE-MONTHS RESULTS TARRYTOWN, NY -- NOVEMBER 10, 2003 -- SPAR Group, Inc. (NASDAQ:SGRP) today reported financial results for the third quarter and nine months ended September 30, 2003. The company sustained a net loss for the quarter of $345,000, equal to $0.02 per share, compared with net income of $1.2 million, or $0.06 per share, a year ago. Net revenue for the 2003 third quarter amounted to $16.6 million vs. $17.8 million last year. Net income for the 2003 year-to-date period was $1.5 million, equal to $0.08 per share, compared with $2.8 million, or $0.15 per share, for the first nine months of 2002. Net revenue rose to $52.7 million from $51.4 million last year. "A lower level of sales reflecting an increasingly competitive environment had a disproportionate impact on earnings for the third quarter," said Bob Brown, SPAR Group's chairman and chief executive officer. "Higher selling, general and administrative expenses, along with increased field costs, also affected the quarter. "While we are currently implementing cost reductions throughout the company, we will continue to invest in systems, technology and a number of growth programs that we believe will enhance returns over the long term," Brown said. "Domestically, we plan to expand our merchandising services through development of new products as well as the development of attractive sales and marketing programs. We also plan to expand our in-store demonstration business through both acquisition and organic growth. Internationally, we will focus on acquisitions, as well as joint ventures in various countries. (more) SPAR Group, Inc. 2 "SPAR's merchandising expertise has proven to enhance our customers' sales and profitability," Brown said. "We believe SPAR is well positioned to attract new customers and increase business with our existing customer base. While the investments we are currently making may have a short term negative impact on operating results, and not all of the cost reductions will have an immediate impact, we believe the actions we are taking now will improve SPAR's profitability in the future." 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, in-store demonstration, 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 to be derived from cost reductions, new products, sales and marketing programs and international expansion. 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, continued technological superiority over its competitors, continued availability of capable dedicated personnel, continued cost management, the success of its international efforts success and availability of acquisitions, 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 Operations (unaudited) (in thousands, except per share data)
Three Months Ended Nine Months Ended ----------------------------------- --------------------------------- September 30, September 30, September 30, September 30, 2003 2002 2003 2002 ----------------------------------- --------------------------------- Net revenues $ 16,615 $ 17,775 $ 52,704 $ 51,363 Cost of revenues 11,380 10,760 33,777 31,102 ----------------------------------- --------------------------------- Gross profit 5,235 7,015 18,927 20,261 Selling, general and administrative expenses 5,334 4,571 15,044 14,212 Depreciation and amortization 385 467 1,162 1,345 ----------------------------------- --------------------------------- Operating (loss) income (484) 1,977 2,721 4,704 Interest expense 69 144 209 231 Other expense - 32 28 166 ----------------------------------- --------------------------------- (Loss) income before provision for income taxes (553) 1,801 2,484 4,307 (Benefit) provision for income taxes (208) 588 943 1,544 ----------------------------------- --------------------------------- Net (loss) income $ (345) $ 1,213 $ 1,541 $ 2,763 =================================== ================================= Net (loss) income per common share: Basic $ (0.02) $ 0.06 $ 0.08 $ 0.15 Diluted $ (0.02) $ 0.06 $ 0.08 $ 0.14 Weighted average common shares - basic 18,859 18,696 18,853 18,700 =================================== ================================= Weighted average common shares - diluted 18,859 19,103 19,508 19,118 =================================== =================================
SPAR Group, Inc. Consolidated Balance Sheets (unaudited) (in thousands, except share and per share data)
September 30, December 31, 2003 2002 ---------------- ---------------- ASSETS Current assets: Cash and cash equivalents $ - $ - Accounts receivable, net 15,002 16,458 Prepaid expenses and other current assets 1,055 783 Deferred income taxes 707 903 ---------------- ---------------- Total current assets 16,764 18,144 Property and equipment, net 2,166 1,972 Goodwill 8,157 7,858 Deferred income taxes 648 705 Other assets 664 121 ---------------- ---------------- Total assets $ 28,399 $ 28,800 ================ ================ LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,219 $ 422 Accrued expenses and other current liabilities 2,700 5,140 Accrued expense due to affiliates 1,628 958 Restructuring charges, current 772 1,354 Line of credit, short-term 4,673 - Due to certain stockholders - 3,951 ---------------- ---------------- Total current liabilities 10,992 11,825 Line of credit, long-term - 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 - September 30, 2003 18,824,527 - December 31, 2002 189 188 Treasury stock (710) (30) Additional paid-in capital 10,872 10,919 Retained earnings 7,056 5,515 ---------------- ---------------- Total stockholders' equity 17,407 16,592 ---------------- ---------------- Total liabilities and stockholders' equity $ 28,399 $ 28,800 ================ ================
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