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spar_8k-110211.htm
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 2, 2011

 
 SPAR Group, Inc.
(Exact Name of Registrant as Specified in Charter)

 
Delaware
(State or Other Jurisdiction
of Incorporation)
 
0-27824
(Commission
File No.)
 
33-0684451
(IRS Employer
Identification No.)


 
560 White Plains Road, Suite 210, 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)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
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Item 2.02.             Results of Operations and Financial Condition.

On November 3, 2011, we, SPAR Group, Inc. ("SGRP" or the "Registrant"), and its subsidiaries (together with SGRP, "we", "our" or the "Company"), issued a press release (the "Earnings Release") reporting our net income and revenue for our fiscal quarter that ended on September 30, 2011 (our "2011 Third Quarter").

A copy of the Earnings Release is attached to this Current Report on Form 8-K (this "Report") as Exhibit 99.1, and is hereby incorporated herein by reference.

Item 8.01.             Other Events.

On November 2, 2011 we, issued a press release (the "Call Release") that we would hold a public conference call for our shareholders and others on Tuesday, November 8, 2011, during which management will discuss our financial results for our 2011 Third Quarter (i.e., the quarter ended September 30, 2011).  There will also be a simultaneous audio webcast of the conference call available at our website (sparinc.com) under the "Investor Relations" menu section and "News Releases" sub-menu of our website.

Conference Call Details:
Conference Call Details:
Date: Tuesday, November 8, 2011
Time: 8:30 a.m. EST
Dial In-Number: 1-877-941-8416
International Dial-In Number: 1-480-629-9808

It is recommended that participants dial in approximately 5 to 10 minutes prior to the start of the 8:30 a.m. call. A telephonic replay of the conference call may be accessed approximately three hours after the call through November 15, 2011, by dialing 1-877-870-5176, or 1-858-384-5517 for international callers, and entering the replay pin number 4485199.

There will also be a simultaneous audio feed webcast and archived recording of the conference call available at http://www.sparinc.com under the "Investor Relations" menu section and "News Releases" sub-menu of the website or you may use the link audio feed and archived recording of the conference call available at http://www.viavid.net/.

A copy of the Call Release is attached to this Report as Exhibit 99.2, and is hereby incorporated herein by reference.

Information Not "Filed"

The information in Items 2.02 and 8.01 of this Report and each of the Earnings Release and Call Release attached as Exhibit 99.1 and 99.2, respectively (each a "Release"), and any information that may be conveyed in such conference call, shall, to the greatest extent permitted by applicable law, not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section.  Such information, to the extent deemed or determined to have been not "filed" under applicable law, shall not be deemed incorporated by reference in any filing by us under the Securities Act of 1933, as amended (the "Securities Act", and together with the Exchange Act, the "Securities Laws"), except as shall be expressly set forth by specific reference in such a filing.

Forward Looking Statements

Statements contained in this Report and each attached Release, and any statements that may be made in such conference call, include "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including (without limitation) any statements relating to anticipated, prospective or desired customers, acquisitions or markets, trends, updates, or other anticipated, estimated, expected or desired assets, business, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results, risks or condition.  You can identify forward-looking statements in such information by the Company's use of terms such as "may", "will", "expect", "intend", "believe", "estimate", "anticipate", "continue" or similar words or variations or negatives of those words.  You should carefully consider all such information and the other risks and cautions noted in the Company's Annual and Quarterly Reports and other filings under applicable Securities Laws (including this report, each a "SEC Report", each of which is available on the Company's website at http://investors.sparinc.com) that could cause the Company's actual assets, business, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results, risks or condition to differ materially from those anticipated by the Company and described in the information in the Company's forward-looking statements, whether express or implied, as the Company's anticipations are based upon the Company's plans, intentions and best estimates and (although the Company believe them to be reasonable) involve known and unknown risks, uncertainties and other factors that could cause them to fail to occur or be realized or to be materially and adversely different from those the Company anticipated.

 
-2-

 
Although the Company believes that its plans, intentions and estimates reflected or implied in such forward-looking statements are reasonable, the Company cannot assure you that such plans, intentions or estimates will be achieved in whole or in part, that the Company has identified all potential risks, or that the Company can successfully avoid or mitigate such risks in whole or in part. You should carefully review the risk factors described below (See Item 1A – Risk Factors) and any other cautionary statements contained or incorporated by reference in this Annual Report.  All forward-looking and other statements attributable to the Company or persons acting on its behalf are expressly subject to and qualified by all such risk factors and other cautionary statements.

You should not place undue reliance on the Company's forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond its control.  The Company's forward-looking statements are based on the information currently available to it and speak only as of the referenced date(s) or, in the case of forward-looking statements incorporated by reference, as of the date of the SEC Report that includes such statement. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict these matters or how they may arise or affect the Company.  Over time, the Company's actual assets, business, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results, risks or condition will likely differ from those expressed or implied by the Company's forward-looking statements, and such difference could be significant and materially adverse to the Company and  the value of your investment in the Company's Common Stock.

The Company does not intend or promise, and the Company expressly disclaims any obligation, to publicly update or revise any forward-looking statements, risk factors or other cautionary statements (in whole or in part), whether as a result of new information, future events or recognition or otherwise, except as and to the extent required by applicable law.


Item 9.01.             Financial Statements and Exhibits.

(a)
Exhibits:
 
        
 
99.1
Press Release of the Registrant dated November 3, 2011, as attached hereto.
 
99.2
Press Release of the Registrant dated November 2, 2011, as attached hereto.

 
-3-

 
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 7, 2011
By:
/s/ James R. Segreto  
    James R. Segreto, Chief Financial Officer  
       
       
 
-4-

 
EXHIBIT INDEX
 
Exhibit
Number
Description
 
99.1
Press Release of the Registrant dated November 3, 2011, as attached hereto.
 
99.2
Press Release of the Registrant dated November 2, 2011, as attached hereto.
 
-5-
ex99-1.htm
Exhibit 99.1

SPAR Group Announces Revenue Growth of 12% to $17.6 million for the Third Quarter 2011

Nine Month Revenue of $49.9 Million and Net Income of $1.0 Million

TARRYTOWN, NY-- SPAR Group, Inc. (NASDAQ: SGRP) (the "Company" or "SPAR Group"), a leading supplier of retail merchandising and other marketing services throughout the United States and internationally, today announced third quarter revenue of $17.6 million, an increase of 12% and net income of $247,000 compared to net income of $325,000 for the same period last year.  For the nine month period ending September 30, 2011, the Company reported revenue of $49.9 million, an increase of 12% with net income of $1.0 million and earnings per share of $0.05.

2011 Company Highlights

·
Revenue for the three and nine month periods ended September 30, each increased 12% over prior year levels on strong performances from the Company’s international operations.
·
Both operating and net income for the nine month period ended September 30, 2011 continues to pace ahead of last year.
·
Working capital continues to show improvement at $5.5 million.
·
Created new subsidiaries, expanding its operations in Mexico, Turkey and India.

“SPAR Group is pleased with the company’s double-digit revenue growth and continued year to date increased earnings for this reporting period," stated Gary Raymond, Chief Executive Officer of SPAR Group.  “Our international division continues to show improvement led by strong organic growth in China, Australia, and South Africa and we expect our international growth to continue as the Company expands operations in Mexico, Turkey and India.  In the third quarter our domestic operations did experience some margin pressure, however we have and will continue to focus on improving this critical metric.”

Mr. Raymond continued, “In addition to the continued strong financial improvement we expect from our international division, we are also confident in the future success of our domestic business.  With numerous profitable opportunities available to us, and our expectation of enhanced domestic organic growth, we are pleased with the direction of both of our divisions going forward.  During the quarter we improved our international division net income by 84%.  Due to the seasonality of our business, we are confident that the fourth quarter  will continue to provide a boost to our overall earnings and financial success for the remainder of 2011.”

Three Month Financial Results for the period ended September 30, 2011
   
Three Months Ended September 30,
(in thousands)
 
   
2011
   
2010
   
Change
 
Net Revenue:
               $       %  
Domestic
  $ 8,734     $ 9,044     $ (310 )     (3 )%
International
    8,830       6,630       2,200       33 %
Total
  $ 17,564     $ 15,674     $ 1,890       12 %
Gross Profit:
                               
Domestic
  $ 2,662     $ 3,035     $ (373 )     (12 )%
International
    2,387       1,909       478       25 %
Total
  $ 5,049     $ 4,944     $ 105       2 %
Operating Income:
                               
Domestic
  $ 341     $ 514     $ (173 )     (34 )%
International
    60       (149 )     209       140 %
Total
  $ 401     $ 365     $ 36       10 %
Net Income (loss):
                               
Domestic
  $ 282     $ 552     $ (270 )     (49 )%
International
    (35 )     (227 )     192       84 %
                                 
Total
  $ 247     $ 325     $ (78 )     (24 )%
 
 
 

 
Revenue for the quarter ended September 30, 2011 totaled $17.6 million, an increase of 12.1% compared to $15.7 million for the third quarter ended September 30, 2010. Domestic revenue for the third quarter of 2011 was $8.8 million compared to $9.1 million for the same period in 2010. The decrease in domestic revenue was mainly attributable to extraordinary project revenue realized in the third quarter of 2010, partially offset by growth from the Company’s syndicated services in 2011. International revenue increased 33% to $8.8 million compared to $6.6 million during the same period 2010. The increase in international revenue was due to the addition of new operations in Mexico and strong performances in the South Africa, Australia and China markets.

Gross profit increased 2.1% to $5.0 million for the third quarter of 2011, when compared to $4.9 million the same period of 2010. Domestically, our gross profit margin was 30% for the third quarter 2011 compared to 34% in 2010. The decrease in gross profit margin was directly attributable to an unfavorable mix within both syndicated and project work compared to last year. Internationally, our gross profit margin was 27% for the third quarter of 2011 compared to 29% for the same period in 2010. These changes are primarily due to the mix of business predominately in our China, Japan, Australia and South Africa markets.

Net income for the third quarter of 2011 was $247,000, or $0.01 per share, compared to $325,000, or $0.02 per share, for the same period of 2010 based on shares outstanding of 21.5 million compared to 20.7 million respectively.  Domestically, net income for the third quarter was $282,000 compared to net income of $552,000 for the same period in 2010.  Internationally, net loss for the third quarter of 2011 totaled $35,000 compared to a net loss of $227,000 for the same period in 2010.

Nine Months Financial Results for Period Ended September 30, 2011
 
   
Nine Months Ended September 30,
(in thousands)
 
   
2011
   
2010
   
Change
 
Net Revenue:
               $       %  
Domestic
  $ 27,621     $ 26,503     $ 1,118       4 %
International
    22,304       17,912       4,392       25 %
Total
  $ 49,925     $ 44,415     $ 5,510       12 %
Gross Profit:
                               
Domestic
  $ 8,870     $ 9,205     $ (335 )     (4 )%
International
    6,371       5,220       1,151       22 %
Total
  $ 15,241     $ 14,425     $ 816       6 %
Operating Income:
                               
Domestic
  $ 1,558     $ 1,642     $ (84 )     (5 )%
International
    (203 )     (462 )     259       56 %
Total
  $ 1,355     $ 1,180     $ 175       15 %
Net Income (loss):
                               
Domestic
  $ 1,340     $ 1,532     $ (192 )     (13 )%
International
    (332 )     (559 )     227       41 %
                                 
Total
  $ 1,008     $ 973     $ 35       4 %
 
Revenue for the first nine months of 2011 increased 12% to $49.9 million compared to $44.4 million in 2010. Domestic revenue for the nine month period ended September 30, 2011 was $27.6 million compared to $26.5 million during the same period in 2010. Domestic revenues increased by $1.1 million primarily attributable to continued growth from the Company's syndicated services as well as growth in our assembly services. Internationally, revenue for the nine month period ended September 30, 2011 was $22.3 compared to $17.9 during the same period 2010. This increase is due to revenue growth primarily in the markets in China, Australia and South Africa combined with additional revenue from our expansion into Mexico in September 2011.

Gross profit for the first nine months 2011 increased 5.7% to $15.2 million compared to $14.4 million for the same period in 2010. Domestic margins for the first nine months of 2011 were 32.1% compared to 34.7% during the same period 2010. The changes in domestic gross profit margins are related to an unfavorable mix within both syndicated and project work compared to last year.  Internationally, gross profit margins for the period ended September 30, 2011 were 28.6% compared to 29.1% in the previous year.  The change is due primarily due to the mix of business in China and Japan.

 
 

 
Net income for the first nine months of 2011 totaled $1.0 million or $0.05 per share compared to net income of $973,000 or $0.05 per share, for the same period in the prior year.  Domestically, net income for the nine month period ended September 30, 2011 totaled $1.3 million compared to net income of $1.5 million for the same period in 2010. Internationally, a net loss for the first nine months of 2011 totaled $332,000 compared to a net loss of $559,000 for the same period in 2010.

Balance Sheet as of September 30, 2011

As of September 30, 2011 working capital improved to $5.5 million and its current ratio increased to 1.6 to 1. Total current assets and total assets were $15.1 million and $18.9 million, respectively and cash and cash equivalents totaled $1.6 million at September 30, 2011. Total current liabilities and total liabilities were $9.6 million and $10.0 million, respectively and total equity was $9 million at September 30, 2011.

The Company intends to file the Form 10-Q with the Securities and Exchange Commission on or before November 7, 2011 and, as a reminder, the Company will host a shareholder conference call on November 8, 2011 at 8:30 am eastern daylight time.

About SPAR Group
SPAR Group, Inc. is a diversified international merchandising and marketing services company and provides a broad array of services worldwide to help companies improve their sales, operating efficiency and profits at retail locations. The Company provides merchandising and other marketing services to manufacturers, distributors and retailers worldwide, primarily in mass merchandisers, office supply, grocery and drug store chains, independent, convenience and electronics stores, as well as providing furniture and other product assembly services, in-store events, radio frequency identification ("RFID") and related technology services and marketing research. The Company has supplied these project and product services in the United States since certain of its predecessors were formed in 1979 and internationally since the Company acquired its first international subsidiary in Japan in May of 2001. Product services include product additions; placement, reordering, replenishment, labeling, evaluation and deletions, and project services include seasonal and special product promotions, product recalls and complete setups of departments and stores. The Company operates throughout the United States and internationally in 9 of the most populated countries, including China and India. For more information, visit the SPAR Group's Web site at http://www.sparinc.com/.

Certain statements in this news release and such conference call are forward-looking, including (without limitation) growing revenues and profits through organic growth and acquisitions, attracting new business that will increase SPAR Group's revenues, continuing to maintain costs and consummating any transactions. Undue reliance should not be placed on such forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond the Company's control. 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 Group's selling and marketing functions, continued customer satisfaction and contract renewal, new product development, continued availability of capable dedicated personnel, continued cost management, the success of its international efforts, success and availability of acquisitions, availability of financing and other factors, as well as by factors applicable to most companies such as general economic, competitive and other business and civil conditions. Information regarding certain of those and other risk factors and cautionary statements that could affect future results, performance or trends are discussed in SPAR Group's most recent 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. All of the Company's forward-looking statements are expressly qualified by all such risk factors and other cautionary statements.

Tables Follow

 
 

 
SPAR Group, Inc.
Consolidated Statements of Income
(unaudited)
(in thousands, except per share data)
 
   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Net revenues
  $ 17,564     $ 15,674     $ 49,925     $ 44,415  
Cost of revenues
    12,515       10,730       34,684       29,990  
Gross profit
    5,049       4,944       15,241       14,425  
                                 
Selling, general, and administrative expenses
    4,368       4,350       13,078       12,520  
Depreciation and amortization
    280       229       808       725  
Operating income
    401       365       1,355       1,180  
                                 
Interest expense
    55       36       160       138  
Other (income) expense
    (30 )     (77 )     (22 )     15  
Income before provision for income taxes
    376       406       1,217       1,027  
                                 
Provision for income taxes
    17       40       72       74  
Net income
    359       366       1,145       953  
Net loss (income) attributable to the non-controlling interest
    (112 )     (41 )     (137 )     20  
Net income attributable to SPAR Group, Inc.
  $ 247     $ 325     $ 1,008     $ 973  
                                 
                                 
Basic/diluted net income per common share:
                               
                                 
Net income – basic/diluted
  $ 0.01     $ 0.02     $ 0.05     $ 0.05  
                                 
Weighted average common shares - basic
    20,081       19,203       19,911       19,161  
                                 
Weighted average common shares - diluted
    21,536       20,705       21,423       20,392  
 
 
 

 
SPAR Group, Inc.
 Consolidated Balance Sheets
(in thousands, except share and per share data)
 
   
September 30,
   
December 31,
 
   
2011
   
2010
 
   
(unaudited)
   
(note)
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 1,638     $ 923  
Accounts receivable, net
    12,696       13,999  
Prepaid expenses and other current assets
    772       1,283  
Total current assets
    15,106       16,205  
                 
Property and equipment, net
    1,527       1,452  
Goodwill
    848       848  
Intangibles
    990       362  
Other assets
    419       226  
Total assets
  $ 18,890     $ 19,093  
                 
Liabilities and equity
               
Current liabilities:
               
Accounts payable
  $ 1,541     $ 1,804  
Accrued expenses and other current liabilities
    2,498       2,733  
Accrued expense due to affiliates
    1,237       1,575  
Customer deposits
    157       471  
Lines of credit and other debt
    4,155       5,263  
Total current liabilities
    9,588       11,846  
Other long-term liabilities
    391       -  
Total liabilities
    9,979       11,846  
                 
Equity:
               
SPAR Group, Inc. equity
               
Preferred stock, $.01 par value: Authorized shares - 3,000,000 Issued and outstanding shares – None - September 30, 2011 554,402 - December 31, 2010
    -       6  
Common stock, $.01 par value: Authorized shares - 47,000,000 Issued and outstanding shares – 20,099,287 – September 30, 2011 and 19,314,306 - December 31, 2010
    201       193  
Treasury stock
    -       (1 )
Additional paid-in capital
    13,777       13,549  
Accumulated other comprehensive loss
    (280 )     (142 )
Accumulated deficit
    (5,830 )     (6,808 )
Total SPAR Group, Inc. equity
    7,868       6,797  
Non-controlling interest
    1,043       450  
Total liabilities and equity
  $ 18,890     $ 19,093  
 
 
 

 
Note:           The Balance Sheet at December 31, 2010, is excerpted from the consolidated audited financial statements as of that date but does not include certain information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
 
Contact:

James R. Segreto
Chief Financial Officer
SPAR Group, Inc.
(914) 332-4100

Investors:
Alan Sheinwald
Alliance Advisors, LLC
(212) 398-3486
Email Contact

Chris Camarra
Alliance Advisors, LLC
(212) 398-3487
Email Contact
ex99-2.htm
Exhibit 99.2

SPAR Group Announces Third Quarter 2011 Shareholder Update Call

TARRYTOWN, NY -- SPAR Group, Inc. (NASDAQ:SGRP) (the "Company" or "SPAR Group"), a leading supplier of retail merchandising and other marketing services throughout the United States and internationally, today announced that Gary Raymond, President and Chief Executive Officer, and Jim Segreto, Chief Financial Officer, will host a shareholder update conference call on Tuesday, November 8, 2011, at 8:30 a.m. Eastern Time.  During the call management will discuss the company's Third Quarter 2011 financial results.

Conference Call Details:
Date: Tuesday, November 08, 2011
Time: 8:30 a.m. EDT
Dial In-Number: 1-877-941-8416
International Dial-In Number: 1-480-629-9808

It is recommended that participants dial in approximately 5 to 10 minutes prior to the start of the 8:30 a.m. call. A telephonic replay of the conference call may be accessed approximately three hours after the call through November 15, 2011, by dialing 1-877-870-5176, or 1-858-384-5517 for international callers, and entering the replay pin number 4485199.

There will also be a simultaneous audio feed webcast and archived recording of the conference call available at http://www.sparinc.com under the "Investor Relations" menu section and "News Releases" sub-menu of the website or you may use the link audio feed and archived recording of the conference call available at http://www.viavid.net/.

About SPAR Group

SPAR Group, Inc. is a diversified international merchandising and marketing services company that provides a broad array of services worldwide to help companies improve their sales, operating efficiency and profits at retail locations. SPAR Group provides product services, project services, in-store events, radio frequency identification ("RFID"), technology services and marketing research covering all product and trade classifications, including mass market, drug store, convenience store and grocery chains. Product services include product additions, placement, reordering, replenishment, labeling, evaluation and deletions, and project services include seasonal and special product promotions, product recalls and complete setups of departments and stores. The company operates throughout the United States and internationally in 9 of the most populated countries, including China and India. For more information, visit the SPAR Group's Web site at www.sparinc.com.

Contact

James R. Segreto
Chief Financial Officer
SPAR Group, Inc.
(914) 332-4100

Investors:
Alan Sheinwald
Alliance Advisors, LLC
(212) 398-3486
Email Contact

Or

Chris Camarra
Alliance Advisors, LLC
(212) 398-3487
Email Contact