News

SMG Industries Inc. Reports Record Revenues of $21.8 Million for the Second Quarter 2023 (Excludes Contribution from the Barnhart Acquisition Completed July 2023)

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HOUSTON, TX – (NewMediaWire) – August 16, 2023 – SMG Industries Inc. (“SMG” or the “Company”) (OTCQB: SMGI), a growth-oriented transportation services company specializing in the full-service logistics market, today reported financial results for its second quarter and year to date ended June 30, 2023.

Second Quarter 2023 Highlights (Financial Results Herein Exclude the Barnhart Acquisition Completed July 2023):

·       Revenues increased approximately 21% for the three months ended June 30, 2023 compared to the three months ended June 30, 2022;

·       Gross Profit improved to $2.9 million, or 14% of sales, for the three months ended June 30, 2023, compared to gross profit of $1.1 million, or 6% of sales, for the same period in 2022;

·       Net loss improved to $1.8 million for the second quarter of 2023, compared to a net loss of $3.0 million for the same period in 2022;

·       Adjusted EBITDA, a non-GAAP measure, was $1.6 million, or 8% of sales, for the second quarter of 2023 (see reconciliation table below), compared to $0.7 million, or 4% of sales, for the three months ended June 30, 2022;

·       The Company completed the previously announced acquisition of the Barnhart Transportation family of companies on July 7, 2023 (the “Barnhart Acquisition”), creating a pro forma combined company with enhanced scale, better growth potential and an improved balance sheet.

Revenues for the three months ended June 30, 2023 increased to $21.8 million, an increase of approximately 21% from $18.0 million for the three months ended June 30, 2022. Revenues for the six months ended June 30, 2023 increased to $42.7 million, an increase of approximately 25% from $34.3 million for the six months ended June 30, 2022. The increases in sales in the second quarter of 2023 and six-month period ended June 30, 2023 were primarily driven by increased customer activity in the Company’s industrial transportation, heavy haul, and super heavy haul businesses.

Gross profit for the three months ended June 30, 2023, was $2.9 million, compared to $1.1 million for the same period of 2022. Our gross profit margin was 14% during the three months ended June 30, 2023, compared to 6% for the same period of 2022. The improvement in gross margin is due to higher revenues as described above and increased customer pricing as compared to the results for the three months ended June 30, 2022.

“The Company experienced gross margin improvement during the second quarter of 2023 resulting from higher revenues and enhanced pricing,” said Tim Barnhart, CFO of SMG. Mr. Barnhart continued, “while the Company is proud of this execution and results in the second quarter of 2023, the business combination of SMG and the Barnhart Transportation family of companies that closed on July 7, 2023 was a transformative event that significantly increased the scale of the combined business. The Company will publish its pro forma financial results in conjunction with the audited financial information of the Barnhart Transportation family of companies, which is currently anticipated during September 2023.”      

Bryan Barnhart, CEO of SMG stated, “This is an exciting time at SMG Industries, as the upcoming pro forma combined results, including Barnhart Acquisition, will illustrate improvements to SMG’s scale, growth potential and balance sheet.   This transaction allows the combined businesses to be a one stop shop, full service logistics provider for our customers, delivering seamless logistics solutions spanning the globe. We believe the Company has significant opportunity for “customer cross-fertilization,” increased utilization of our combined equipment fleets and opportunities to leverage the experience within our management team and board of directors.” 

SMG INDUSTRIES, INC.

 

CONSOLIDATED BALANCE SHEETS

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

2023

 

 

  

2022

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

209,843

 

 

$

127,225

 

 

 

Restricted cash

 

1,105,818

 

 

 

1,105,818

 

 

 

Accounts receivable, net of allowance for doubtful accounts of $1,062,960 and $855,832

 

 

 

 

 

 

as of June 30, 2023 and December 31, 2022, respectively

 

13,219,155

 

 

 

12,185,792

 

 

 

Prepaid expenses and other current assets

 

1,157,039

 

 

 

2,308,067

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

15,691,855

 

 

 

15,726,902

 

 

 

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $16,855,950 and $15,329,817

 

 

 

 

 

 

as of June 30, 2023 and December 31, 2022, respectively

 

4,287,064

 

 

 

5,414,830

 

 

 

Right of use assets – operating lease

 

503,526

 

 

 

734,504

 

 

 

Other assets

 

110,344

 

 

 

305,451

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

20,592,789

 

 

$

22,181,687

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

3,892,775

 

 

$

3,014,598

 

 

 

Accounts payable – related party

 

1,086,078

 

 

 

565,603

 

 

 

Accrued expenses and other liabilities

 

3,085,444

 

 

 

2,850,547

 

 

 

Right of use liabilities – operating leases short term

 

654,726

 

 

 

650,945

 

 

 

Deferred revenue

 

 

 

 

128,000

 

 

 

Secured line of credit

 

11,079,731

 

 

 

10,623,887

 

 

 

Current portion of unsecured notes payable

 

2,723,657

 

 

 

2,465,445

 

 

 

Current portion of secured notes payable, net

 

7,853,334

 

 

 

6,990,486

 

 

 

Current portion of convertible note, net

 

8,906,741

 

 

 

7,327,288

 

 

 

Current liabilities of discontinued operations

 

180,994

 

 

 

200,994

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

39,463,480

 

 

 

34,817,793

 

 

 

 

 

 

 

 

 

Long term liabilities:

 

 

 

 

 

Convertible note payable, net

 

513,401

 

 

 

 

 

 

Notes payable – secured, net of current portion

 

11,469,241

 

 

 

13,307,309

 

 

 

Right of use liabilities – operating leases, net of current portion

 

121,699

 

 

 

278,137

 

 

 

Long term liabilities of discontinued operations

 

278,995

 

 

 

300,586

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

51,846,816

 

 

 

48,703,825

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

 

Preferred stock 1,000,000 shares authorized:

 

 

 

 

 

 

Series A preferred stock – $0.001 par value; 2,000 shares authorized; 0 shares issued

 

 

 

 

 

 

 

 

and outstanding at June 30, 2023 and December 31, 2022, respectively

 

 

 

 

 

 

Series B convertible preferred stock – $0.001 par value; 6,000 shares authorized; 0 shares issued

 

 

 

 

 

 

and outstanding at March 31, 2023 and December 31, 2022, respectively

 

 

 

 

 

 

 

Common stock – $0.001 par value; 500,000,000 shares authorized; 48,747,530 and 39,180,297 shares

 

 

 

 

 

issued and outstanding at June 30, 2023 and December 31, 2022, respectively

 

48,748

 

 

 

39,181

 

 

 

Additional paid in capital

 

15,142,034

 

 

 

18,081,457

 

 

 

Accumulated deficit

 

(46,444,809

)

 

 

(44,642,776

)

 

 

 

 

 

 

 

 

 

 

Total stockholders’ deficit

 

(31,254,027

)

 

 

(26,522,138

)

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

$

20,592,789

 

 

$

22,181,687

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 

 

 

 

 

SMG INDUSTRIES INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

For the three and six months ended June 30, 2023 and 2022

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

 

 

 

 

 

 

June 30, 2023

 

June 30, 2022

 

June 30, 2023

 

June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

21,787,389

 

 

$

18,076,897

 

 

$

42,657,152

 

 

$

34,257,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUES

 

 

18,861,088

 

 

 

16,935,840

 

 

 

37,101,448

 

 

 

31,660,945

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

2,926,301

 

 

 

1,141,057

 

 

 

5,555,704

 

 

 

2,597,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

2,723,387

 

 

 

2,287,965

 

 

 

5,785,988

 

 

 

4,751,846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

2,723,387

 

 

 

2,287,965

 

 

 

5,785,988

 

 

 

4,751,846

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM OPERATIONS

 

 

202,914

 

 

 

(1,146,908

)

 

 

(230,284

)

 

 

(2,154,841

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(1,972,369

)

 

 

(2,178,694

)

 

 

(4,869,536

)

 

 

(4,797,731

)

 

 

 

Other income

 

 

14,168

 

 

 

9,048

 

 

 

22,802

 

 

 

 

 

 

 

Other expense

 

 

(155

)

 

 

 

 

 

(203,629

)

 

 

 

 

 

 

Gain on disposal of assets

 

 

 

 

 

334,404

 

 

 

 

 

 

334,404

 

 

 

 

Total other income (expense)

 

 

(1,958,356

)

 

 

(1,835,242

)

 

 

(5,050,363

)

 

 

(4,463,327

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS FROM CONTINUING OPERATIONS

 

 

(1,755,442

)

 

 

(2,982,150

)

 

 

(5,280,647

)

 

 

(6,618,168

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

 

(6,438

)

 

 

(38,126

)

 

 

(8,273

)

 

 

(33,238

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(1,761,880

)

 

$

(3,020,276

)

 

$

(5,288,920

)

 

$

(6,651,406

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.04

)

 

$

(0.08

)

 

$

(0.11

)

 

$

(0.19

)

 

 

 

Discontinued operations

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.00

)

 

 

 

Net loss attributable to common shareholders

 

$

(0.04

)

 

$

(0.08

)

 

$

(0.11

)

 

$

(0.19

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

48,747,530

 

 

 

35,124,810

 

 

 

47,147,581

 

 

 

34,722,766

 

 

 

 

Diluted

 

 

48,747,530

 

 

 

35,124,810

 

 

 

47,147,581

 

 

 

34,722,766

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SMG INDUSTRIES INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

For the six months ended June 30, 2023 and 2022

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2023

 

June 30, 2022

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net loss from continuing operations

$

(5,280,647

)

 

$

(6,618,168

)

 

 

Adjustments to reconcile net loss to net

 

 

 

 

 

 

cash used in operating activities:

 

 

 

 

 

 

Share based compensation

 

41,054

 

 

 

30,751

 

 

 

 

Depreciation and amortization

 

1,526,343

 

 

 

2,754,891

 

 

 

 

Amortization of deferred financing costs

 

784,696

 

 

 

2,387,577

 

 

 

 

Amortization of right of use assets – operating leases

 

230,978

 

 

 

226,072

 

 

 

 

Shares issued for debt extension

 

1,180,618

 

 

 

 

 

 

 

Bad debt expense

 

236,941

 

 

 

211,984

 

 

 

 

Gain on disposal of assets

 

 

 

 

(334,404

)

 

 

 

Changes in:

 

 

 

 

 

 

 

Accounts receivable

 

(1,270,304

)

 

 

(238,725

)

 

 

 

 

Prepaid expenses and other current assets

 

1,738,250

 

 

 

1,890,998

 

 

 

 

 

Other assets

 

195,107

 

 

 

(233,955

)

 

 

 

 

Accounts payable

 

1,127,968

 

 

 

(1,392,707

)

 

 

 

 

Accounts payable – related party

 

520,475

 

 

 

93,953

 

 

 

 

 

Accrued expenses and other liabilities

 

234,897

 

 

 

42,089

 

 

 

 

 

Right of use operating lease liabilities

 

(152,657

)

 

 

(23,593

)

 

 

 

 

Deferred revenue

 

(128,000

)

 

 

 

 

 

Net cash provided by (used in) operating activities from continuing operations

 

985,719

 

 

 

(1,203,237

)

 

 

Net cash provided by operating activities from discontinued operations

 

(49,864

)

 

 

 

 

 

Net cash provided by (used in) operating activities

 

935,855

 

 

 

(1,203,237

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Cash procceds from disposal of purchase of property and equipment

 

1,500

 

 

 

329,271

 

 

 

Cash paid for purchase of property and equipment

 

(14,235

)

 

 

(60,250

)

 

 

Net cash used in investing activities from continuing operations

 

(12,735

)

 

 

269,021

 

 

 

Net cash used in investing activities from discontinued operations

 

 

 

 

 

 

 

Net cash used in investing activities

 

(12,735

)

 

 

269,021

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Payment of deferred financing costs

 

 

 

 

 

 

 

Proceeds (payments) on secured line of credit, net

 

427,416

 

 

 

(532,346

)

 

 

 

Payments on secured line of credit, net

 

 

 

 

 

 

 

Proceeds from notes payable

 

2,000,000

 

 

 

5,229,098

 

 

 

Payments on notes payable

 

(3,689,864

)

 

 

(2,291,454

)

 

 

Payments on convertible notes payable

 

 

 

 

 

 

 

Proceeds from convertible notes payable

 

421,946

 

 

 

 

 

 

Net cash provided by (used in) financing activities from continuing operations

 

(840,502

)

 

 

2,405,298

 

 

 

Net cash provided by (used in) financing activities from discontinued operations

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

(840,502

)

 

 

2,405,298

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

82,618

 

 

 

1,471,082

 

 

 

 

 

 

 

 

 

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period

 

1,233,043

 

 

 

1,116,176

 

 

 

 

 

 

 

 

 

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period

$

1,315,661

 

 

$

2,587,258

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

Cash paid for income taxes

$

 

 

$

 

 

 

Cash paid for interest

$

4,201,277

 

 

$

2,344,883

 

 

 

 

 

 

 

 

 

 

Noncash investing and financing activities

 

 

 

 

 

Prepaid expenses financed with note payable

$

645,194

 

 

$

1,960,439

 

 

 

Shares issued for deferred financing costs

$

543,136

 

 

$

397,773

 

 

 

Convertible notes payable issued to settle accounts payable and accrued expenses

$

250,000

 

 

$

 

 

 

Note receivable for property and equipment

$

57,972

 

 

$

275,000

 

 

 

Equipment financed with note payable

$

327,661

 

 

$

843,844

 

 

 

Cumulative-effect adjustment upon adoption of ASU 2022-02

$

1,207,777

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

 

 

 

 

Use of Non-GAAP Financial Measures

This news release includes the non-GAAP financial measure Adjusted EBITDA, which the Company believes provides management, investors and creditors with a useful measure of the operational results of the Company’s business and increases the period-to-period comparability of such results.  This non-GAAP measure is not a substitute for, or more meaningful than, net loss or any other measure prescribed by GAAP, and there are limitations to using non-GAAP measures. Certain items excluded from this non-GAAP measure are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital, tax structure and the historic costs of depreciable assets. Also, other companies in SMG’s industry may define this nonGAAP measure differently than SMG does, and as a result, it may be difficult to use this nonGAAP measure to compare the performance of those companies to SMG’s performance. Because of these limitations, this non-GAAP measure should not be considered a measure of the income generated by SMG’s business or discretionary cash available to it to invest in the growth of its business.

You can find the reconciliation of this nonGAAP measure to the nearest comparable GAAP measure in the table below.

Adjusted EBITDA

SMG defines Adjusted EBITDA as net loss plus (i) depreciation, (ii) income taxes, (iii) interest expense, (iv) non-cash stock option expense, (v) non-cash stock option expense, (vi) transaction-related expenses, (vii) expenses for contract Chief Financial Officer consulting services and Chief Transition Officer services and (vii) discontinued operations costs.

SMG Industries, Inc. Non-GAAP Reconciliation of

 

 

 

Adjusted EBITDA Schedule for Q2, 2023

 

 

 

 

 

For the Quarter Ended June 30, 2023

 

 

 

 

 

Net Income (Loss)

 

$

(1,761,880)

 

 

 

 

 

 

Depreciation

 

$

739,264

 

 

Taxes

 

$

187,554

 

 

Interest

 

$

1,972,369

 

 

Non cash Stock options expense

 

$

15,146

 

 

Transaction related expenses

 

$

409,214

 

 

Contract CFO Consulting Services

 

$

13,892

 

 

CTO Services

 

$

62,499

 

 

Discontinued Ops costs

 

$

6,438

 

 

 

 

 

 

Total Adjusted EBITDA for the Quarter ended June 30, 2023

 

$

1,644,496

About SMG Industries Inc.: SMG Industries Inc. (OTCQB: SMGI) is a growth-oriented transportation services company specializing in the full-service logistics market. We strive to provide exceptional end-to-end solutions, ensuring customer satisfaction at every step of their journey. Our business focus and diverse service offerings make us a strong contender in the dynamic and evolving global logistics market. As a family of transportation companies, SMG Industries offers comprehensive logistics solutions, serving as a single service provider for shipments of all sizes, both domestically and internationally.

SMGI’s 5J Transportation Group refers to 5J Transportation LLC, 5J Trucking LLC, 5J Oilfield Services LLC,  5J Specialized LLC and 5J Driveway LLC. The 5J Transportation Group provides services in heavy haul, super heavy haul, over-dimensional and specialized loads, drilling rig relocation, flatbed and driveaway services. The asset rich fleet, which raises barriers to entry for competitors and provides differentiation for the 5J Transportation Group in highly engineered super heavy haul loads up to 500 thousand pounds for needed infrastructure and industrial projects, including bridge beams, refinery components, heat exchangers, gas compressors, wind energy components, project cargo, and plant re-domestication projects.

In 2023, SMG Industries acquired the respected 20-year-old Barnhart Transportation family of companies, which include Barnhart Transportation LLC, Lake Shore Logistics LLC, Lake Shore Global Solutions LLC, Legend Equipment Leasing LLC, Route 20 Tank Wash LLC and Barnhart Fleet Maintenance LLC.  We believe this strategic acquisition further enhanced our service portfolio for end-to end customer service offerings, including full truck load, dry bulk, non-hazardous liquids, intermodal, LTL, heavy haul, drayage, transload, warehousing and an international freight forwarding NVOCC, as well as an “asset lite” brokerage business. Together, the 5J Transportation Group and the Barnhart Transportation family of companies represent twelve service lines of the transportation market and empower us to cater to a wide range of logistics needs, enabling seamless collaboration for customers. The transaction also added over 500 non-overlapping customers, which we expect to cross-fertilize between business units.

In connection with SMG’s acquisition of Barnhart, we expanded our board of directors and management team by adding Bryan and Tim Barnhart, who have also assumed the roles of CEO and CFO, respectively. Our dedicated team of professionals is committed to delivering optimal value to our customers and growth for our stockholders. Read more at www.SMGIndustries.com.

ForwardLooking Statements

The statements contained in this news release that are not historical fact are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements may be identified by the use of forward-looking terminology such as “should,” “could,” “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intends,” “continue,” or similar terms or variations of those terms or the negative of those terms. All forward-looking statements are the Company’s present expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These statements appear in a number of places in this news release and include statements regarding the intent, belief or current expectations of SMG Industries Inc. Forward-looking statements are merely management’s current predictions of future events. Investors are cautioned that any such forward-looking statements are inherently uncertain, are not guaranties of future performance and involve risks and uncertainties. Actual results may differ materially from the Company’s predictions. There are a number of factors that could negatively affect the Company’s business and the value of its securities, including, but not limited to, fluctuations in the market price of its common stock; changes in its plans, strategies and intentions; changes in market valuations associated with its cash flows and operating results; the impact of significant acquisitions, dispositions and other similar transactions, including the acquisition of the Barnhart Transportation family of companies; the Company’s ability to attract and retain key employees; changes in financial estimates or recommendations by securities analysts; asset impairments; decreased liquidity in the capital markets; and changes in interest rates. Such factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. Although the Company has sought to identify the most significant risks to its business, it cannot predict whether, or to what extent, any of such risks may be realized, nor is there any assurance that it has identified all possible issues that it might face.

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this news release might not occur. Stockholders are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this news release. The Company is not under any obligation, and it expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise except as may be required by applicable law. All subsequent forward-looking statements attributable to the Company or to any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The Company urges readers to carefully review and consider the various disclosures it makes in this news release and its reports filed with the Securities and Exchange Commission (the “SEC”) that attempt to advise interested parties of the risks, uncertainties and other factors that may affect its business, including the risk factors included under Part I, Item 1A. “Risk Factors” in its Annual Report on Form 10-K filed with the SEC on April 17, 2023 and under Part II, Item 1A. “Risk Factors” in its subsequent Quarterly Reports on Form 10-Q filed with the SEC.

Contact:

Matt Flemming, SMG Industries Inc.

Email address: Matt@SMGIndustries.com

SOURCE: SMG Industries Inc.

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