SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 23, 2003
SPAR GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27824 33-0684451
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
580 White Plains Road, Tarrytown, New York 10591
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 332-4100
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits:
99.1 Press Release of the Registrant dated April 23, 2003.
Item 9. Regulation FD Disclosure.
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On April 23, 2003, SPAR Group, Inc. (the "Company") 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 first quarter ended March 31, 2003.
The information in this Report, including the exhibit, is furnished pursuant to
Item 9 and 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.
The foregoing information is furnished under Item 9 in place of Item 12 of this
Report in accordance with the interim guidance provided by the Securities and
Exchange Commission in Release 33-8216 dated March 27, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: April 28, 2003
SPAR Group, Inc.
By: /s/ Charles Cimitile
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Name: Charles Cimitile
Title: Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated April 23, 2003
EXHIBIT 99.1
[HEADING] [GRAPHIC OMITTED]
CONTACTS: Charles Cimitile
Chief Financial Officer
SPAR Group, Inc.
(914) 332-4100
Roger S. Pondel
PondelWilkinson MS&L
(323) 866-6060
SPAR GROUP REPORTS SHARPLY HIGHER FIRST QUARTER RESULTS
--Net Income Rises 165% on 20% Increase in Revenues--
TARRYTOWN, NY -- APRIL 23, 2003 -- SPAR Group, Inc. (NASDAQ:SGRP) today
announced strong increases in revenues and income for its first quarter ended
March 31, 2003.
Net income for the 2003 three-month period advanced 165% to $1.3
million, equal to $.07 per fully diluted share, from $482,000, or $.03 per fully
diluted share, for the comparable prior year period. Net revenues for the 2003
first quarter rose 20% to $19.3 million from $16.0 million a year ago.
The company attributed its positive results primarily to programs
implemented last year to enhance the sales and marketing functions of its
products and services, as well as to its technological innovations. SPAR Group
said results also benefited from related efficiencies of scale and continued
attention to cost management.
"The results are particularly gratifying because in the current
challenging economic environment, clients recognize that SPAR's unique
merchandising expertise can help enhance their sales and profitability," Bob
Brown, SPAR Group's chairman and chief executive officer, said. "Increasingly,
forward-thinking, bottom-line oriented companies in the retail, as well as
manufacturing sectors, are turning to SPAR. They realize that our ability to
collect quality information on a real time basis, enables them to act
immediately. When you couple that with the ability to deploy people where needed
at the retail
(more)
SPAR Group, Inc.
2-2-2
level, you have a positive, measurable impact on both their sales and market
share. We believe the immediate outlook for SPAR Group remains strong and
anticipate a solid year ahead," Brown added.
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 (including, without limitation, the top
line, net income and earnings per share estimates for 2003) are forward-looking
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 OPERATIONS
(unaudited)
(In thousands, except per share data)
Three Months Ended
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March 31, March 31,
2003 2002
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Net revenues $ 19,322 $ 16,046
Cost of revenues 11,251 9,751
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Gross profit 8,071 6,295
Selling, general, and administrative expenses 5,526 4,967
Depreciation and amortization 378 417
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Operating income 2,167 911
Interest expense 68 48
Other expense 38 82
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Income before provision for income taxes 2,061 781
Provision for income taxes 783 299
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Net income $ 1,278 $ 482
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Basic/diluted net income per common share:
Net Income-basic $ 0.07 $ 0.03
-diluted $ 0.07 $ 0.03
Weighted average common shares-basic 18,841 18,584
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Weighted average common shares-diluted 19,443 18,951
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SPAR GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
March 31, December 31,
2003 2002
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ASSETS
Current assets:
Cash and cash equivalents $ - $ -
Accounts receivable, net 19,294 17,415
Prepaid expenses and other current assets 989 783
Deferred income taxes 903 903
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Total current assets 21,186 19,101
Property and equipment, net 2,015 1,972
Goodwill 7,858 7,858
Deferred income taxes 705 705
Other assets 333 121
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Total assets $ 32,097 $ 29,757
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LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 695 $ 422
Accrued expenses and other current liabilities 6,215 6,097
Accrued expense due to affiliates 2,030 958
Restructuring charges, current 773 1,354
Due to certain stockholders 951 3,951
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Total current liabilities 10,664 12,782
Line of credit 3,617 148
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-18,857,475-March 31, 2003 and
18,824,527 - December 31, 2002 188 188
Treasury Stock (108) (30)
Additional paid-in capital 10,942 10,919
Retained Earnings 6,794 5,515
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Total stockholders' equity 17,816 16,592
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Total liabilities and stockholders' equity $ 32,097 $ 29,757
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