UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2019 (February 11, 2019)
SMG INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-54391 | 51-0662991 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 710 N. Post Oak Road, Suite 400 | ||
| Houston, Texas | 77024 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(713-821-3153)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 7.01 REGULATION FD DISCLOSURE
SMG Industries Inc. (the “Registrant”) issued a press release on February 11, 2019, pursuant to which it disclosed certain preliminary unaudited financial information for the year ended December 31, 2018. A copy of the press release is attached hereto as Exhibit 99.1 and will be made available in the “Investor Relations” section on the Registrant's website, at http://www.smgindustries.com.
The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
The information furnished in this report shall not be deemed to constitute an admission that such information is required to be furnished pursuant to Regulation FD or that such information or exhibits contains material information that is not otherwise publicly available. In addition, the Registrant does not assume any obligation to update such information in the future.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibit 99.1 Press release dated February 11, 2019 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 15, 2019 | SMG Industries Inc. | |
| By: | /s/ Matthew Flemming | |
| Name: | Matthew Flemming | |
| Title: | Chief Executive Officer and President | |
Exhibit 99.1
SMG Industries, Inc. Announces Preliminary 2018 Annual Revenue Results and Operational Update
Oilfield Services Company SMG Reporting Preliminary Revenues of Over $4.4 Million for the Fiscal Year Ended December 31, 2018, Representing an Increase of Approximately 78% From the Fiscal Year Ended 2017
HOUSTON, TX / ACCESSWIRE / February 11, 2019 / SMG Industries, Inc. (the “Company”) (OTCQB: SMGI), a growing oilfield services company operating in the Southwest United States, today announced that its preliminary unaudited results for consolidated revenues from operations for the fiscal year ending December 31, 2018 exceeded $4.4 million, representing an increase of approximately 78% from fiscal year 2017. The preliminary unaudited results for consolidated revenues from operations for the fourth quarter which ended December 31, 2018 exceeded $1.2 million. This represents an increase of approximately 80% from the comparable fourth quarter period in 2017.
The Company’s preliminary fourth quarter 2018 revenues represented a sequential increase of approximately 18% from the Company’s third quarter 2018 revenues. The Company currently anticipates additional growth for the fiscal year 2019 resulting from the September 2017 acquisition of MG Cleaners LLC, the February 2018 acquisition of the RigHands™ product line, the October 2018 acquisition of the SMG oil tools rental product line, and the December 2018 acquisition of Momentum Water Transfer Services.
Mr. Matt Flemming, CEO of SMG, stated: “SMG Industries continues to execute its ‘buy and build’ strategy in 2018. Currently, we see the possibility of additional accretive acquisitions in 2019 as we execute our strategy of acquiring and growing oilfield services businesses in the Southwest United States, diversifying across drilling, completions and production market segments, and strategically cross-selling our acquired customer bases.”
Operational Update
Mr. Stephen Christian, EVP of Operations for SMG Industries stated, “The domestic rig count is currently at 1045, which is up over 150% from its May 2016 lows. Currently, we believe this will provide an active market in 2019 for our downhole oil tools rentals and MG Cleaners’ products and services to drilling contractors such as Nabors, Patterson and Helmerich & Payne. MG Cleaners has expanded its revenue lines during 2018 with drilling rig supply and drilling rig wash driven by customer demand and activity in the Permian basin. MG Cleaners also expanded geographically in 2018 with the South Texas facility in Alice, Texas.”
Mr. Christian continued, “On the completions side, according to the EIA, the December 2018 drilled and uncompleted wells (DUCs or ‘Fraclog’) totaled more than 5,800 located in the Permian basin, Eagle Ford and Haynesville shale areas alone. Currently, we anticipate strong growth at Momentum Water Transfer, our frac water management business acquired in December 2018, from this completions market segment demand.”
The Company anticipates announcing its full audited financial results and management’s discussion and analysis within the filing of its Annual Report on Form 10-K currently anticipated to be filed by March 30, 2019.
About SMG Industries, Inc.: SMG Industries is a rapidly growing oilfield services company that operates throughout the Southwest United States. Through its wholly-owned operating subsidiaries, the Company offers an expanding suite of products and services across the market segments of drilling, completions and production. MG Cleaners LLC., serves the drilling market segment with proprietary branded products including detergents, surfactants and degreasers (such as Miracle Blue®) as well as equipment and service crews that perform on-site repairs, maintenance and drilling rig wash services. SMG’s rental division includes an inventory of 850 bottom hole assembly (BHA) oil tools such as stabilizers, drill collars, crossovers and bit subs rented to oil companies and their directional drillers. SMG’s frac water management division, known as Momentum Water Transfer, focuses in the completion or fracing market segment providing high volume above ground equipment and temporary infrastructure to route water used on location for fracing. SMG Industries, Inc. headquartered in Houston, Texas has facilities in Carthage, Odessa and Alice, Texas. Read more at www.SMGindustries.com and www.MGCleanersllc.com and www.MomentumWTS.com.
Contact:
Matthew Flemming, SMG Industries, Inc. +1-713-821-3153