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UNITED STATES
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): November 7, 2005
SPAR Group, Inc.
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(Exact Name of Registrant as Specified in Charter)
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Delaware 0-27824 33-0684451
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
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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
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(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.
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(a) On November 7, 2005, 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 third quarter ended September 30,
2005, 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.
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(c) Exhibits:
99.1 Press Release of the Registrant dated November 7, 2005.
SIGNATURES
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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 11, 2005 By: /s/ Charles Cimitile
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Charles Cimitile
Chief Financial Officer
EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Press Release of the Registrant dated November 7, 2005.
EXHIBIT 99.1
Spar Group Reports Financial Results for 2005 Third Quarter
TARRYTOWN, N.Y., Nov. 7, 2005 -- SPAR Group, Inc. (SGRP) today reported
financial results for the third quarter and nine months ended September 30,
2005.
Net revenues for the 2005 third quarter increased 3.5% to $11.1 million from
$10.7 million in the corresponding prior year period. The company sustained a
net loss for the 2005 third quarter of $1.1 million, equal to a loss of $0.06
per share, compared with net income of $210,000, or $.01 per share, last year.
The gross margin percentage for the 2005 third quarter amounted to 31.3%, versus
34.8% in the corresponding period last year. Selling, general and administrative
expenses for the 2005 period were $4.2 million, the same as that of the
preceding second quarter and slightly higher than the $4.0 million of the prior
year's third quarter.
For the first nine months of 2005, net revenues rose 8.4% to $38.4 million from
$35.4 million for the comparable prior year period. SPAR Group registered net
income of $144,000, equal to $0.01 per share, for the year-to-date period of
2005, compared with a net loss of $12.8 million, or $0.68 per share, last year.
The loss for 2004 period included impairment and tax charges totaling $9.4
million.
Robert G. Brown, SPAR Group's chairman and chief executive officer, said, "The
third quarter loss is attributable principally to our domestic merchandising
business, which remains challenging. However, I am pleased to report that our
international division continued its strong growth momentum. During the quarter,
we announced the launch of joint ventures in China and Lithuania, and we look
forward to further growth and expansion of our overseas business in the years to
come."
International revenues for the 2005 third quarter increased to $3.6 million from
$1.4 million last year, with operating profits of $135,000, compared with an
operating loss of $323,000 a year ago. The increase in revenue reflects $1.4
million of revenue resulting from the consolidation of the joint venture in
Japan that was not consolidated in the prior year period, as well as continued
increases in Canada and India, slightly offset by decreases in South Africa.
Revenue in the U.S. for the 2005 third quarter amounted to $7.5 million,
compared with $9.2 million a year ago, with a quarterly operating loss of $1.1
million, versus a loss of $260,000 last year.
"While we are still feeling the impact of the loss of a major customer in 2004,
going forward we are optimistic about our domestic business," Brown added. "We
expect improvements in the fourth quarter of 2005 and in 2006. In 2006, we hope
to increase our merchandising business with new clients obtained in 2005 and
late 2004. We are also excited about new products developed for our event
staffing business."
With joint venture partners in Japan, Turkey, South Africa, India, Romania,
Lithuania and China, as well as operations in Canada and the United States, 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, electronic store, convenience store and grocery chains,
throughout the United States and internationally. For more information, visit
the company's Web site, www.sparinc.com.
Certain statements in this news release are forward-looking, including, but not
limited to further growth and expansion of the company's international operation
and, improvement in its domestic merchandising business. 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.
SPAR Group, Inc.
Consolidated Statements of Operations
(unaudited)
(in thousands, except per share data)
Three Months Ended Nine Months Ended
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September September September September
30, 30, 30, 30,
2005 2004 2005 2004
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Net Revenues $11,060 $10,683 $38,381 $35,418
Cost of revenues 7,595 6,963 24,414 24,474
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Gross profit 3,465 3,720 13,967 10,944
Selling, general and
administrative expenses 4,214 4,028 12,712 14,471
Impairment Charges - - - 8,141
Depreciation and amortization 261 275 812 1,005
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Operating (loss) income (1,010) (583) 443 (12,673)
Interest expense 29 29 102 127
Other income - 773 14 764
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(Loss) income before provision
for income taxes and minority
interests (1,039) 161 355 (12,036)
Provision for income taxes 15 15 45 783
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(Loss) income before minority
interest (1,054) 146 310 (12,819)
Minority interest 88 (64) 166 (64)
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Net (loss) income $(1,142) $210 $144 $(12,755)
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Basic/diluted net (loss) income
per common share:
Net (loss) income -
basic/diluted $(0.06) $0.01 $0.01 $(0.68)
========= ========= ========= =========
Weighted average common shares
- basic 18,899 18,859 18,876 18,859
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Weighted average common shares
- diluted 18,899 19,206 19,388 18,859
========= ========= ========= =========
SPAR Group, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)
September 30, December 31,
2005 2004
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(Unaudited)
Assets
Current Assets:
Cash and cash equivalents $1,813 $887
Accounts receivable, net 8,758 11,307
Prepaid expenses and other current assets 662 657
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Total current assets 11,233 12,851
Property and equipment, net 1,112 1,536
Goodwill 798 798
Other assets 89 636
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Total assets $13,232 $15,821
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Liabilities and stockholders' equity
Current liabilities:
Accounts payable $1,592 $2,158
Accrued expenses and other current liabilities 2,635 2,391
Accrued expense due to affiliates 770 987
Restructuring charges 99 250
Customer Deposits 1,523 1,147
Lines of credit 2,418 4,956
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Total current liabilities 9,037 11,889
Other long-term liabilities 53 12
Minority Interest 209 206
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Total liabilities 9,299 12,107
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-
18,881,397 - September 30, 2005
18,858,972 - December 31, 2004 189 189
Treasury Stock (1) (108)
Additional paid-in capital 11,077 11,011
Accumulated other comprehensive loss (184) (86)
Accumulated deficit (7,148) (7,292)
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Total stockholders' equity 3,933 3,714
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Total liabilities and stockholders' equity $13,232 $15,821
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Contacts:
SPAR Group, Inc.
Charles Cimitile, 914-332-4100
PondelWilkinson Inc.
Roger S. Pondel, 310-279-5980