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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): May 7, 2007

 
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.)


555 White Plains Road, Suite 250, 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))


Item 2.02.   Results of Operations and Financial Condition.

(a)    On May 7, 2007, 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 fiscal quarter ended March 31, 2007, 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.

Item 9.01.   Financial Statements and Exhibits.

(d)   Exhibits:

99.1   Press Release of the Registrant dated May 7, 2007.


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:  May 11, 2007
By: /s/ Charles Cimitile
         Charles Cimitile
         Chief Financial Officer

EXHIBIT INDEX

Exhibit      
Number   Description  

 
   99.1  Press Release of the Registrant dated May 7, 2007. 

EXHIBIT 99.1

CONTACTS:   Charles Cimitile  
   Chief Financial Officer 
   SPAR Group, Inc. 
   (914) 332-4100 

 
   Roger S. Pondel 
   PondelWilkinson Inc. 
   (310) 279-5980 


SPAR GROUP REPORTS RESULTS

FOR 2007 FIRST QUARTER

        

        TARRYTOWN, NY—May 7, 2007—SPAR Group, Inc. (NASDAQ:SGRP) today reported results for the first quarter ended March 31, 2007.

        Net revenues for the 2007 first quarter amounted to $15.4 million, compared with $15.8 million a year ago. Last year included an additional one quarter of revenue, or approximately $1.3 million, from the company's Japan joint venture in connection with its change to a calendar reporting year, as well as approximately $770,000 from the termination of a customer service agreement.

        The company recorded a net loss of $509,000, equal to $0.03 per share, for the 2007 first quarter, compared with net income of $777,000, or $0.04 per share, a year ago. Net income for the prior year included two material items, approximately $770,000 from the termination of a customer service agreement and $175,000 in connection with settlement of a vendor lawsuit.

        Selling, general and administrative expenses for the 2007 first quarter increased to $5.2 million from $5.1 million last year. The prior year included an additional one quarter of expense, or approximately $544,000, from the company's Japan joint venture.

        Robert G. Brown, SPAR Group's chairman and chief executive officer, said, "Domestically, we continue to face a challenging environment. We are hopeful that with our new customers and our current business prospects, domestic results will improve by year end," Brown said. "Internationally, we will continue our efforts to expand, and we hope to improve our profits. We will continue to invest in technology such as RFID that we believe will have a positive impact on the company's long-term future. We are building a foundation and believe SPAR Group is well positioned in the markets we serve, both domestically and internationally."

        During the 2007 first quarter, SPAR Group announced the further expansion of its international presence, entering New Zealand to complement its existing operation in Australia, which was established in 2006.

        SPAR Group said international revenue for the 2007 first quarter rose to $7.0 million from $5.0 million last year. The $5.0 million included an additional one quarter of revenue, or approximately $1.3 million in 2006 from the company's Japan joint venture. SPAR Group reported a net loss from international operations of $118,000, compared with a net loss of $44,000 for first quarter of 2006.


        Revenue in the U.S. amounted to $8.4 million, compared with $10.8 million a year ago, including approximately $770,000 from the termination of a customer service agreement. Net loss attributable to the company's U.S. operations amounted to $391,000 for the 2007 first quarter, compared with net income of $821,000 last year, that included $770,000 from the termination of a customer service agreement and $175,000 in connection with settlement of a vendor lawsuit.

About SPAR Group

        SPAR Group, Inc., a diversified international marketing services company, provides a broad array of services to help manufacturers and retailers improve their sales, operating efficiency and profits at retail worldwide. Services include in-store merchandising and event staffing, RFID and other technology and research, covering all product classifications and all classes of trade, including mass market, drug store, electronic store, convenience store and grocery chains. The company operates throughout the United States and internationally in Japan, Canada, Turkey, South Africa, India, Romania, China, Lithuania, Australia, Latvia and New Zealand. For more information, visit SPAR Group's Web site, www.sparinc.com.

        Certain statements in this news release are forward-looking, including, but not limited to, improving business prospects during the year, customer response to new services and the success of the company's Australian joint venture. 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 these and other factors that could affect 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
March 31,
2007

March 31,
2006

Net Revenues   $ 15,413   $ 15,850  
Cost of revenues  10,294   9,854  


Gross profit  5,119   5,996  
Selling, general and administrative expenses  5,209   5,071  
Depreciation and amortization  197   213  


Operating (loss) income  (287 ) 712  
Interest expense  89   51  
Other expense (income)  21   (178 )


(Loss) income before provision for income taxes and minority interest  (397 ) 839  
Provision for income taxes  67   45  


(Loss) income before minority interest  (464 ) 794  
Minority interest  45   17  



 
Net (loss) income  $    (509 ) $      777  



 
Basic/diluted net (loss) income per common share: 

 
   Net (loss) income - basic/diluted  $  (0.03 ) $     0.04  

 
Weighted average common shares - basic  18,934   18,918  



 
Weighted average common shares - diluted  18,934   19,071  



SPAR Group, Inc.
Consolidated Balance Sheets

(unaudited)
(in thousands, except share and per share data)

March 31,
2007

March 31,
2006

Assets      
Current Assets: 
       Cash and cash equivalents  $   2,132   $   1,148  
       Accounts receivable, net  11,500   12,982  
       Prepaid expenses and other current assets  522   553  


Total current assets  14,154   14,683  

 
Property and equipment, net  1,296   901  
Goodwill  798   798  
Other assets  1,446   1,695  


Total assets  $ 17,694   $ 18,077  



 
Liabilities and stockholders' equity  
Current liabilities: 
       Accounts payable  $   3,320   $   2,551  
       Accrued expenses and other current liabilities  2,828   2,864  
       Accrued expense due to affiliates  2,521   1,752  
       Customer deposits  550   560  
       Lines of credit  3,609   5,318  


Total current liabilities  12,828   13,045  
Other long-term liabilities  252   6  
Minority Interest  542   498  


Total liabilities  13,622   13,549  

 
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 - 
            18,934,182 - March 31, 2007 
            18,934,182 - December 31, 2006  189   189  
       Treasury Stock  (1 ) (1 )
       Additional paid-in capital  11,542   11,484  
       Accumulated other comprehensive loss  (114 ) (109 )
       Accumulated deficit  (7,544 ) (7,035 )


Total stockholders' equity  4,072   4,528  


Total liabilities and stockholders' equity  $ 17,694   $ 18,077