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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): July 31, 2008

 

SPAR Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

0-27824

33-0684451

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(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:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

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 July 31, 2008, 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 second quarter ended June 30, 2008, which is incorporated herein by reference.

The information in Item 2.02 of this Report, including Exhibit 99.1, 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.

(a)

Exhibits:

 

99.1

Press Release of the Registrant dated July 31, 2008.

 


 

 

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 6, 2008

By:

/s/ James R. Segreto

 

James R. Segreto

 

Chief Financial Officer

 


 

 

EXHIBIT INDEX

Exhibit

Number

Description

 

99.1

Press Release of the Registrant dated July 31, 2008.

 

Exhibit 99.1

 


 

 

 

CONTACTS:

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

 

Roger S. Pondel / Judy Lin Sfetcu

PondelWilkinson Inc.

(310) 279-5980

 

SPAR GROUP REPORTS A SIGNIFICANT IMPROVEMENT IN FINANCIAL RESULTS FOR 2008 SECOND QUARTER, SIX MONTHS

TARRYTOWN, NY—July 31, 2008—SPAR Group, Inc. (NASDAQ:SGRP) today reported a significant improvement in financial results for the second quarter and six months ended June 30, 2008.

Net revenues for the 2008 second quarter rose 51% to $18.9 million from $12.5 million a year ago. The company’s operating income for the 2008 second quarter was $460,000, compared with an operating loss of $1.6 million for the second quarter of 2007. SPAR Group achieved net income of $3,000 for the 2008 three month period ended June 30, 2008, equal to breakeven per share, which included $458,000 in non-recurring litigation costs and a $170,000 tax benefit. The company recorded a net loss of $1.7 million, or $0.09 per share, for the corresponding period last year. Selling, general and administrative expenses for the 2008 second quarter decreased 12% to $4.5 million from $5.1 million a year ago.

SPAR Group reported that international revenue for the 2008 second quarter rose 52% to $10.0 million from $6.6 million last year. The division posted second quarter net income of $188,000, compared with a net loss of $390,000 for the 2007 second quarter.

Revenue in the U.S. for the 2008 second quarter increased 51% to $8.9 million from $5.9 million a year ago. SPAR Group’s U.S. operations reduced its net loss to $185,000 for the 2008 second quarter from a net loss of $1.3 million for the 2007 second quarter.

“Our domestic and international operations both experienced solid growth for the second quarter,” said Gary Raymond, SPAR Group’s president and chief executive officer. “The positive results reflect the benefits of more aggressive sales programs and closing new business opportunities, including heightened recognition of the role that SPAR Group and its services play in helping to grow clients’ businesses, particularly during the current challenging economic period.

 

(more)

 

 


SPAR Group, Inc.

6-6-6

 

 

“Tight internal cost controls, including lower SG&A expenses, along with our revenue growth, also contributed to the profitable performance for the period. While no company is immune to the effects of today’s challenging economic environment, we remain cautiously optimistic that the programs we have put into place are working. Our entire team will remain diligent about controlling costs and continuing to actively grow our revenues.”

Robert G. Brown, chairman of the board, added, “The favorable performance reflects the underlying strengths of our entire organization, from the results we produce for our clients, to our advanced technology and our dedicated team. I also want to recognize the leadership that our chief executive officer has brought to SPAR Group since he joined the company just over a year ago in what was a smooth, seamless transition. While much work remains to be done, I am confident we are on the right track.”

For the 2008 six-month period, revenues advanced 30% to $36.4 million from $27.9 million last year. SPAR Group’s operating income was $564,000 for the six-month period compared with an operating loss of $1.9 million for the same period in 2007. The company’s net loss for the first half of 2008 decreased to $247,000, equal to $0.01 per share, from a net loss of $2.2 million, or $0.12 per share, for the 2007 comparable period. Selling, general and administrative expenses for the 2008 year-to-date period decreased to $9.2 million from $10.1 million a year ago.

International revenue for the six months ended June 30, 2008, rose 48% to $20.0 million from $13.6 million last year. Net income for the international operations was $257,000 for the first half of 2008, compared with a net loss of $508,000 in the first half of 2007.

Revenue in the U.S. for the first half of 2008 increased 14% to $16.4 million from $14.3 million in the same period a year ago. The U.S. operation reduced its loss to $504,000 for the 2008 year-to-date period, versus a net loss of $1.7 million for the first six months of 2007.

About SPAR Group

SPAR Group, Inc. is a diversified international marketing services company, providing a broad array of services to help companies improve their sales, operating efficiency and profits at retail worldwide. The company provides in-store merchandising, in-store event staffing, RFID and other technology, as well as research, to manufacturers and retailers covering all product classifications and all classes of trade, including mass market, drug store, convenience store and grocery chains. The company operates throughout the United States and internationally in Japan, Canada, Turkey, South Africa, India, Romania,

 


SPAR Group, Inc.

7-7-7

 

 

China, Lithuania, Latvia, Estonia, Australia 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, further benefits to be derived from the continued efforts to grow revenues and control costs. 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

 

Six Months Ended

 

 

 

June 30,
2008

 

June 30,
2007

 

June 30,
2008

 

June 30,
2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

18,910

 

$

12,506

 

$

36,364

 

$

27,919

 

Cost of revenues

 

 

13,719

 

 

8,757

 

 

26,203

 

 

19,255

 

Gross profit

 

 

5,191

 

 

3,749

 

 

10,161

 

 

8,664

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

4,510

 

 

5,137

 

 

9,168

 

 

10,144

 

Depreciation and amortization

 

 

221

 

 

194

 

 

429

 

 

391

 

Operating income (loss)

 

 

460

 

 

(1,582

)

 

564

 

 

(1,871

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

81

 

 

93

 

 

162

 

 

181

 

Other expense

 

 

521

 

 

18

 

 

564

 

 

38

 

Loss before provision for income taxes (benefit) and minority interest

 

 

(142

)

 

(1,693

)

 

(162

)

 

(2,090

)

Provision for income taxes (benefit)

 

 

(185

)

 

74

 

 

(21

)

 

141

 

Income (loss) before minority interest

 

 

43

 

 

(1,767

)

 

(141

)

 

(2,231

)

Minority interest

 

 

40

 

 

(28

)

 

106

 

 

16

 

Net income (loss)

 

$

3

 

$

(1,739

)

$

(247

)

$

(2,247

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic/diluted net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss – basic/diluted

 

$

 

$

(0.09

)

$

(0.01

)

$

(0.12

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares – basic/diluted

 

 

19,137

 

 

18,934

 

 

19,150

 

 

18,934

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note: Certain reclassifications have been made to the prior period financials to conform to the current period presentation.

 

 

 

 


SPAR Group, Inc.

Consolidated Balance Sheets

(unaudited)

(in thousands, except share and per share data)

 

 

 

 

June 30,
2008

 

December 31,
2007

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,245

 

$

1,246

 

Accounts receivable, net

 

 

13,521

 

 

13,748

 

Prepaid expenses and other current assets

 

 

929

 

 

975

 

Total current assets

 

 

16,695

 

 

15,969

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

1,532

 

 

1,528

 

Goodwill

 

 

798

 

 

798

 

Other assets

 

 

1,724

 

 

1,648

 

Total assets

 

$

20,749

 

$

19,943

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

4,439

 

$

3,631

 

Accrued expenses and other current liabilities

 

 

4,597

 

 

3,981

 

Accrued expenses due to affiliates

 

 

2,343

 

 

2,107

 

Customer deposits

 

 

651

 

 

580

 

Lines of credit

 

 

5,129

 

 

6,119

 

Total current liabilities

 

 

17,159

 

 

16,418

 

 

 

 

 

 

 

 

 

Other long-term liabilities

 

 

231

 

 

299

 

Minority Interest

 

 

832

 

 

676

 

Total liabilities

 

 

18,222

 

 

17,393

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Preferred stock, $.01 par value:

 

 

 

 

 

 

 

Authorized shares-3,000,000
Issued and outstanding shares-
89,286 – June 30, 2008

 

 

1

 

 

 

Common stock, $.01 par value:

 

 

 

 

 

 

 

Authorized shares- 47,000,000
Issued and outstanding shares-
19,136,865 - June 30, 2008
19,089,177 - December 31, 2007

 

 

191

 

 

191

 

Treasury stock

 

 

(1

)

 

(1

)

Additional paid-in capital

 

 

12,231

 

 

11,982

 

Accumulated other comprehensive loss

 

 

(69

)

 

(43

)

Accumulated deficit

 

 

(9,826

)

 

(9,579

)

Total stockholders’ equity

 

 

2,527

 

 

2,550

 

Total liabilities and stockholders’ equity

 

$

20,749

 

$

19,943