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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): November 16, 2015

 

SPAR Group, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

(State or Other Jurisdiction

of Incorporation)

0-27824

(Commission

File No.)

33-0684451

(IRS Employer

Identification No.)

 

333 Westchester Avenue, South Building, Suite 204, White Plains, NY

10604

(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:

    

[ ]  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))

 

 
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Item 2.02.     Results of Operations and Financial Condition.

 

On November 16, 2015, we, SPAR Group, Inc. ("SGRP" or the "Registrant"), and its subsidiaries (together with SGRP, "we", "our" or the "Company"), issued a press release (the "Release") dated November 16, 2015, reporting our financial results for our nine month period ended on September 30, 2015 (our "2015 Third Quarter").

 

A copy of the Release is attached to this Current Report on Form 8-K (this "Report") as Exhibit 99.1 and is hereby incorporated herein by reference.

 

Item 8.01.     Other Events.

 

In that Release, we also announced that, following the its issuance, the Company will provide recorded comments that can be accessed on the SPAR Group website under the "Investor Relations" section. http://investors.sparinc.com/releases.cfm.

 

Information Not "Filed"

 

The information in Items 2.02 and 8.01 of this Report and the Release, and any information that may be conveyed in such conference call, shall, to the greatest extent permitted by applicable law, not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. Such information, to the extent deemed or determined to have been not "filed" under applicable law, shall not be deemed incorporated by reference in any filing by us under the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in such a filing.

 

Forward Looking Statements

 

This Report, the Release and the above referenced recorded comments contain "forward-looking statements" made by SPAR Group, Inc. ("SGRP", and together with its subsidiaries, the "SPAR Group" or the "Company") and this Report has been filed by SGRP with the Securities and Exchange Commission (the "SEC"). There also are "forward looking statements" contained in SGRP's Annual Report on Form 10-K for its fiscal year ended December 31, 2014 (as filed, the "Annual Report"), as filed with the SEC on April 15, 2015, in SGRP's definitive Proxy Statement respecting its Annual Meeting of Stockholders held on May 12, 2015 (as filed, the "Proxy Statement"), which SGRP filed with the SEC on April 20, 2015, in SGRP's Quarterly Report on Form 10-Q for the nine months ended September 30, 2015 (the "Quarterly Report"), was filed on November 16, 2015, by SGRP with the SEC, and SGRP's Current Reports on Form 8-K and other reports and statements as and when filed with the SEC (including this Report, the Quarterly Report, the Annual Report and the Proxy Statement, each a "SEC Report"). "Forward-looking statements" are defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable federal and state securities laws, rules and regulations, as amended (together with the Securities Act and Exchange Act, collectively, "Securities Laws").

 

The forward-looking statements made by the Company in this Report, the Press Release and the above referenced recorded comments include (without limitation) any expectations, guidance or other information respecting the pursuit or achievement of the Company's five corporate objectives (growth, customer value, employee development, productivity & efficiency, and earnings per share), building upon the Company's strong foundation, leveraging compatible global opportunities, improving on the value we already deliver to customers, our growing client base, continuing balance sheet strength, customer contract expansion, growing revenues and becoming profitable through organic growth and acquisitions, attracting new business that will increase SPAR Group's revenues, improving product mix, continuing to maintain or reduce costs and consummating any transactions. The Company's forward-looking statements also include, in particular and without limitation, those made in the "Management's Discussion and Analysis of Financial Condition, Results of Operations, Liquidity and Capital Resources" in the Quarterly Report, and those made in "Business", "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report. You can identify forward-looking statements in such information by the Company's use of terms such as "may", "will", "expect", "intend", "believe", "estimate", "anticipate", "continue" or similar words or variations or negatives of those words.

 

 
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You should carefully consider (and not place undue reliance on) the Company's forward-looking statements, risk factors and the other risks, cautions and information made, contained or noted in or incorporated by reference into this Press Release, the above referenced recorded comments, the Quarterly Report, the Annual Report, the Proxy Statement and the other applicable SEC Reports that could cause the Company's actual performance or condition (including its assets, business, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation or other achievement, results, risks, trends or condition to differ materially from the performance or condition planned, intended, expected, estimated or otherwise expected by the Company (collectively, "expectations") and described in the information in the Company's forward-looking and other statements, whether express or implied. Although the Company believes them to be reasonable, those expectations involve known and unknown risks, uncertainties and other unpredictable factors (many of which are beyond the Company's control) that could cause those expectations to fail to occur or be realized or such actual performance or condition to be materially and adversely different from the Company's expectations. In addition, new risks and uncertainties arise from time to time, and it is impossible for the Company to predict these matters or how they may arise or affect the Company. Accordingly, the Company cannot assure you that its expectations will be achieved in whole or in part, that the Company has identified all potential risks, or that the Company can successfully avoid or mitigate such risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in the Company's Common Stock.

 

You should carefully review the risk factors described in the Annual Report (See Item 1A – Risk Factors) and any other risks, cautions or information made, contained or noted in or incorporated by reference into this Report, the Release, the above referenced recorded comments, the Annual Report, the Proxy Statement or other applicable SEC Report. All forward-looking and other statements or information attributable to the Company or persons acting on its behalf are expressly subject to and qualified by all such risk factors and other risks, cautions and information.

 

The Company does not intend or promise, and the Company expressly disclaims any obligation, to publicly update or revise any forward-looking statements, risk factors or other risks, cautions or information (in whole or in part), whether as a result of new information, risks or uncertainties, future events or recognition or otherwise, except as and to the extent required by applicable law.  

 

 
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Item 9.01.     Financial Statements and Exhibits.

  

(a)  Exhibits:  
     
 

99.1

Press Release of the Registrant dated and issued on November 16, 2015, as attached hereto.

 

 

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:     November 16, 2015

 

 

 

 

By:

/s/ James R. Segreto

 

 

 

James R. Segreto, Chief Financial Officer

 

 

 
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EXHIBIT INDEX

        

Exhibit

Number

Description
   

99.1

Press Release of the Registrant dated and issued on November 16, 2015, as attached hereto.

 

 

 

 -4-

ex99-1.htm

Exhibit 99.1

SPAR Group Announces Financial Results for the Third Quarter 2015

WHITE PLAINS, N.Y., November 16, 2015 (GLOBE NEWSWIRE) -- SPAR Group, Inc. (Nasdaq:SGRP), a leading supplier of retail merchandising and other marketing services throughout the United States and internationally, today announced its financial results for the third quarter ended September 30, 2015.

 

Highlights for the three and nine month periods ended September 30, 2015 as compared to the same periods in the prior year include:

 

 

Third Quarter 2015 revenue decreased nine percent to $28.3 million. Adjusting for the impact of foreign currency translation, 3Q15 revenue increased one percent.

 

 

Third Quarter 2015 net loss attributable to SPAR Group, Inc. was $92,000, or $0.00 per share, compared to 3Q14 net income of $383,000, or $0.02 per share. Included in the Q315 net loss was a one-time bad debt reserve charge (net of minority interest) of $128,000.

 

 

Revenue for the nine months ended September 30, 2015 decreased three percent to $87 million. Adjusting for the impact of foreign currency translation, revenue for the nine months ended September 30, 2015 increased four percent.

 

 

Net loss attributable to SPAR Group, Inc. for the nine months ended September 30, 2015 was ($137,000), or ($0.01) per share, compared to net income of $590,000, or $0.03 per share for the nine months ended September 30, 2014. Exclusive of the one-time adjustment in China, the Company would have posted an income for the nine month period of $35,000.

 

Financial Results by Geography (in 000's)

   

Three Months Ended September 30,

      %  

Nine Months Ended September 30,

   

%

 

Revenue:

 

2015

   

2014

 

Change

   

2015

   

2014

   

Change

 

International

  $ 17,563     19,343     -9%     $ 54,219     $ 54,704     -1%  

Domestic

    10,706     11,666     -8%       32,783       35,265     -7%  

Total

  $ 28,269     31,009     -9%     $ 87,002     $ 89,969     -3%  

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 

Net Income:

 

2015

   

2014

   

2015

   

2014

 

International

  $ (131 )   $ (7 )   $ (372 )   $ 91  

Domestic

    39       390       235       499  

Total

  $ (92 )   $ 383     $ (137 )   $ 590  
                                 
Earnings Per Basic and Diluted share:                              
    $ 0.00     $ 0.02     $ (0.01 )   $ 0.03  

 

“The relative strength of the dollar continues to make comparisons difficult for our international business units and has masked incremental contribution from acquisitive growth in China, strong performance in South Africa, and mixed performance in other international geographies. As expected, the rollout of our strategic initiatives is delivering positive results in certain geographies and business units, but that was offset by underperformance in areas where we have yet to implement change,” commented Chief Executive Officer, Jill Blanchard. “We expect near-term revenue trends will continue to be mixed as we move into the Company's seasonally strongest period of the year, which should result in a profitable fourth quarter and year. Longer term, we remain confident that we have the blueprint for success in place that will provide more consistent results as strategic initiatives are rolled out across our entire global footprint.”

 

 
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Margin Profile by Geography

 

Gross Margin:

   

Three Months Ended September 30,

   

Basis Point

   

Nine Months Ended September 30,

   

Basis Point

 
   

2015

   

2014

   

Change

   

2015

   

2014

   

Change

 

International

    19.7 %     18.3 %     149       19.7 %     19.1 %     57  

Domestic

    30.3 %     32.4 %     (203 )     30.9 %     30.6 %     32  

Total

    23.8 %     23.6 %     19       23.9 %     23.6 %     30  

 

Operating Expenses as a % of Sales:

 

   

Three Months Ended September 30,

   

Basis Point

   

Nine Months Ended September 30,

   

Basis Point

 
   

2015

   

2014

   

Change

   

2015

   

2014

   

Change

 

International

    18.8 %     18.3 %     49       18.2 %     18.0 %     22  

Domestic

    29.7 %     27.6 %     216       30.0 %     28.2 %     179  

Total

    23.0 %     21.8 %     114       22.6 %     22.0 %     66  

 

International gross profit margin for the three months ended September 30, 2015, was 19.7% compared to 18.3% for the same period last year. The gross margin change over last year was primarily due to a mix of lower cost business in South Africa and China, partially offset by a mix of higher cost business in Mexico, Australia and Canada.

 

Domestic gross profit margin for the three months ended September 30, 2015, was 30.3% compared to 32.4% for the same period in 2014. The decrease in gross profit margin was due primarily to an unfavorable mix of project work compared to the same period last year. The Company's domestic gross profit margin was slightly favorable to last year for the nine month period ended September 30, 2015.

 

While actual operating expenses for the third quarter of 2015 decreased four percent compared to the same period in 2014, (with 7% decrease in international and 1% decrease in domestic business segment expenses), the Company did experience an increase in operating expense margin of 1.2 percentage points.

 

Balance Sheet as of September 30, 2015

As of September 30, 2015, cash and cash equivalents totaled $6.2 million. Working capital was $14.3 million and current ratio was 2.0 to 1. Total current assets and total assets were $28.5 million and $41.6 million, respectively. Total current liabilities and total liabilities were $14.2 million and $19.4 million respectively, total equity was $22.2 million as of September 30, 2015.

 

Following the issuance of this release, the Company will provide recorded comments that can be accessed on the SPAR Group website under the "Investor Relations" section. http://investors.sparinc.com/releases.cfm

 

About SPAR Group

SPAR Group, Inc. is a diversified international merchandising and marketing services Company and provides a broad array of services worldwide to help companies improve their sales, operating efficiency and profits at retail locations. The Company provides merchandising and other marketing services to manufacturers, distributors and retailers worldwide, primarily in mass merchandiser, office supply, value, grocery, drug, independent, convenience, toy, home improvement and electronics stores, as well as providing furniture and other product assembly services, audit services, in-store events, technology services and marketing research. The Company has supplied these project and product services in the United States since certain of its predecessors were formed in 1979 and internationally since the Company acquired its first international subsidiary in Japan in May of 2001. Product services include restocking and adding new products, removing spoiled or outdated products, resetting categories "on the shelf" in accordance with client or store schematics, confirming and replacing shelf tags, setting new sale or promotional product displays and advertising, replenishing kiosks, providing in-store event staffing and providing assembly services in stores, homes and offices. Audit services include price audits, point of sale audits, out of stock audits, intercept surveys and planogram audits. Other merchandising services include whole store or departmental product sets or resets (including new store openings), new product launches, in-store demonstrations, special seasonal or promotional merchandising, focused product support and product recalls. The Company currently does business in 9 countries that encompass approximately 50% of the total world population through its operations in the United States, Canada, Japan, South Africa, India, China, Australia, Mexico and Turkey. For more information, please visit the SPAR Group's website at http://www.sparinc.com.

 

 
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Forward-Looking Statements

This Press Release contains and the above referenced recorded comments will contain "forward-looking statements" made by SPAR Group, Inc. ("SGRP", and together with its subsidiaries, the "SPAR Group" or the "Company") and will be filed shortly by SGRP with the Securities and Exchange Commission (the "SEC") in a Current Report on Form 8-K. by SPAR Group, Inc. ("SGRP", and together with its subsidiaries, the "SPAR Group" or the "Company"). There also are "forward looking statements" contained in SGRP's Annual Report on Form 10-K for its fiscal year ended December 31, 2014 (as filed, the "Annual Report"), as filed with the SEC on April 15, 2015, in SGRP's definitive Proxy Statement respecting its Annual Meeting of Stockholders held on May 12, 2015 (as filed, the "Proxy Statement"), which SGRP filed with the SEC on April 20, 2015, in SGRP's Quarterly Report on Form 10-Q for the nine months ended September 30, 2015 (the "Quarterly Report"), was filed on November 16, 2015, by SGRP with the SEC, and SGRP's Current Reports on Form 8-K and other reports and statements as and when filed with the SEC (including the Current Report that containing this Press Release, the Quarterly Report, the Annual Report and the Proxy Statement, each a "SEC Report"). "Forward-looking statements" are defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable federal and state securities laws, rules and regulations, as amended (together with the Securities Act and Exchange Act, collectively, "Securities Laws").

 

The forward-looking statements made by the Company in this Press Release and the above referenced recorded comments include (without limitation) any expectations, guidance or other information respecting the pursuit or achievement of the Company's five corporate objectives (growth, customer value, employee development, productivity & efficiency, and earnings per share), building upon the Company's strong foundation, leveraging compatible global opportunities, improving on the value we already deliver to customers, our growing client base, continuing balance sheet strength, customer contract expansion, growing revenues and becoming profitable through organic growth and acquisitions, attracting new business that will increase SPAR Group's revenues, improving product mix, continuing to maintain or reduce costs and consummating any transactions. The Company's forward-looking statements also include, in particular and without limitation, those made in the "Management's Discussion and Analysis of Financial Condition, Results of Operations, Liquidity and Capital Resources" in the Quarterly Report, and those made in "Business", "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report. You can identify forward-looking statements in such information by the Company's use of terms such as "may", "will", "expect", "intend", "believe", "estimate", "anticipate", "continue" or similar words or variations or negatives of those words.

 

You should carefully consider (and not place undue reliance on) the Company's forward-looking statements, risk factors and the other risks, cautions and information made, contained or noted in or incorporated by reference into this Press Release, the above referenced recorded comments, the Quarterly Report, the Annual Report, the Proxy Statement and the other applicable SEC Reports that could cause the Company's actual performance or condition (including its assets, business, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation or other achievement, results, risks, trends or condition to differ materially from the performance or condition planned, intended, expected, estimated or otherwise expected by the Company (collectively, "expectations") and described in the information in the Company's forward-looking and other statements, whether express or implied. Although the Company believes them to be reasonable, those expectations involve known and unknown risks, uncertainties and other unpredictable factors (many of which are beyond the Company's control) that could cause those expectations to fail to occur or be realized or such actual performance or condition to be materially and adversely different from the Company's expectations. In addition, new risks and uncertainties arise from time to time, and it is impossible for the Company to predict these matters or how they may arise or affect the Company. Accordingly, the Company cannot assure you that its expectations will be achieved in whole or in part, that the Company has identified all potential risks, or that the Company can successfully avoid or mitigate such risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in the Company's Common Stock.

 

You should carefully review the risk factors described in the Annual Report (See Item 1A – Risk Factors) and any other risks, cautions or information made, contained or noted in or incorporated by reference into this Press Release, the above referenced recorded comments, the Annual Report, the Proxy Statement or other applicable SEC Report. All forward-looking and other statements or information attributable to the Company or persons acting on its behalf are expressly subject to and qualified by all such risk factors and other risks, cautions and information.

 

The Company does not intend or promise, and the Company expressly disclaims any obligation, to publicly update or revise any forward-looking statements, risk factors or other risks, cautions or information (in whole or in part), whether as a result of new information, risks or uncertainties, future events or recognition or otherwise, except as and to the extent required by applicable law. 

 

 
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Company Contact:

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

 

Investor Contact: 

Matthew W. Selinger
Three Part Advisors
(817) 310-8776
mselinger@threepa.com
 

 

 
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SPAR Group, Inc. and Subsidiaries

Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income

(Unaudited)

(In thousands, except share and per share data)

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2015

   

2014

   

2015

   

2014

 

Net revenues

  $ 28,269     $ 31,009     $ 87,002     $ 89,969  

Cost of revenues

    21,555       23,703       66,206       68,733  

Gross profit

    6,714       7,306       20,796       21,236  
                                 

Selling, general and administrative expenses

    6,014       6,329       18,289       18,522  

Depreciation and amortization

    471       430       1,414       1,260  

Operating income

    229       547       1,093       1,454  
                                 

Interest expense

    47       44       187       128  

Other income, net

    (8 )     (89 )     (68 )     (202 )

Income before income tax expense

    190       592       974       1,528  
                                 

Income tax expense

    83       21       435       373  

Net income

    107       571       539       1,155  

Net income attributable to non-controlling interest

    (199 )     (188 )     (676 )     (565 )

Net (loss) income attributable to SPAR Group, Inc.

  $ (92 )   $ 383     $ (137 )   $ 590  

Basic and diluted income per common share:

  $ -     $ 0.02     $ (0.01 )   $ 0.03  
                                 

Weighted average common shares – basic

    20,556       20,584       20,562       20,585  
                                 

Weighted average common shares – diluted

    20,556       21,525       20,562       21,687  
                                 

Net income

  $ 107     $ 571     $ 539     $ 1,155  

Other comprehensive (loss) income:

                               

Foreign currency translation adjustments

    (663 )     (423 )     (1,413 )     (378 )

Comprehensive (loss) income

    (556 )     148       (874 )     777  

Comprehensive (loss) attributable to non-controlling interest

    (199 )     (188 )     (676 )     (565 )

Comprehensive (loss) income attributable to SPAR Group, Inc.

  $ (755 )   $ (40 )   $ (1,550 )   $ 212  

 

 
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SPAR Group, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data)

 

   

September 30,

2015

   

December 31,
2014

 

 

 

(Unaudited)

         
Assets                

Current assets:

               

Cash and cash equivalents

  $ 6,210     $ 4,382  

Accounts receivable, net

    21,306       26,245  

Deferred income taxes

    416       464  

Prepaid expenses and other current assets

    605       868  

Total current assets

    28,537       31,959  

Property and equipment, net

    2,450       2,175  

Goodwill

    1,800       1,800  

Intangible assets, net

    2,693       3,149  

Deferred income taxes

    5,579       5,134  

Other assets

    522       353  

Total assets

  $ 41,581     $ 44,570  

Liabilities and equity

               

Current liabilities:

               

Accounts payable

  $ 3,608     $ 4,011  

Accrued expenses and other current liabilities

    6,474       8,149  

Accrued expenses due to affiliates

    705       487  

Deferred income taxes

    1,822       1,540  

Customer deposits

    721       659  

Lines of credit

    884       658  

Total current liabilities

    14,214       15,504  

Long-term debt and other liabilities

    5,138       5,855  

Total liabilities

    19,352       21,359  

Commitments and Contingencies – See Note 9

               

Equity:

               

SPAR Group, Inc. equity

               

Preferred stock, $.01 par value:

               

Authorized and available shares– 2,445,598

               

Issued and outstanding shares–

               

None – September 30, 2015 and December 31, 2014

 

   

 

Common stock, $.01 par value:

               

Authorized shares – 47,000,000

               

Issued shares – 20,680,717 – September 30, 2015 and December 31, 2014

    207       207  

Outstanding shares – 20,540,922 – September 30, 2015 and 20,559,054 – December 31, 2014

 

   

 

Treasury stock, at cost 139,795 shares – September 30, 2015 and 121,663 shares – December 31, 2014

    (198 )     (183 )

Additional paid-in capital

    15,755       15,519  

Accumulated other comprehensive loss

    (2,969 )     (1,556 )

Retained earnings

    4,633       4,770  

Total SPAR Group, Inc. equity

    17,428       18,757  

Non-controlling interest

    4,801       4,454  

Total equity

    22,229       23,211  

Total liabilities and equity

  $ 41,581     $ 44,570  

 

 

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