UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

 

(Mark One)

 

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the second quarterly period ended June 30, 2015.

OR

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from __________ to __________.  

    

Commission file number: 0-27824
SPAR Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware	33-0684451
State of Incorporation	IRS Employer Identification No.
333 Westchester Avenue, South Building, Suite 204, White Plains, New York 10604
(Address of principal executive offices, including zip code)

 

Registrant's telephone number, including area code: (914) 332-4100

 

Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:   

☒ Yes    ☐ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ Yes    ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act).

 

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-Accelerated Filer ☐	Smaller Reporting Company ☒
(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      

☐ Yes    ☒ No

 

On August 5, 2015, there were 20,557,321 shares of Common Stock outstanding.

 

 

SPAR Group, Inc.

 

Index

 

PART I:FINANCIAL INFORMATION
Item 1	Consolidated Financial Statements
	Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014	2
	Consolidated Statements of Income (Loss) and Comprehensive (Loss) Income for the three and six months ended June 30, 2015 and 2014	3
	Consolidated Statement of Equity for the six months ended June 30, 2015	4
	Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014	5
	Notes to Consolidated Financial Statements	6
Item 2	Management's Discussion and Analysis of Financial Condition, Results of Operations, Liquidity and Capital Resources	17
Item 3	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4	Controls and Procedures	25
PART II:OTHER INFORMATION
Item 1	Legal Proceedings	26
Item 1A	Risk Factors	26
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3	Defaults upon Senior Securities	26
Item 4	Mine Safety Disclosures	26
Item 5	Other Information	26
Item 6	Exhibits	27
SIGNATURES		28

 

 

PART I:     FINANCIAL INFORMATION

 

Item 1.           Consolidated Financial Statements

SPAR Group, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data) 

		June 30, 2015				December 31, 2014
		(Unaudited)				(Note)
Assets
Current assets:
Cash and cash equivalents		$	5,726			$	4,382
Accounts receivable, net			23,354				26,245
Deferred income taxes			436				464
Prepaid expenses and other current assets			765				868
Total current assets			30,281				31,959
Property and equipment, net			2,446				2,175
Goodwill			1,800				1,800
Intangible assets, net			2,837				3,149
Deferred income taxes			5,507				5,134
Other assets			213				353
Total assets		$	43,084			$	44,570
Liabilities and equity
Current liabilities:
Accounts payable		$	3,911			$	4,011
Accrued expenses and other current liabilities			6,849				8,149
Accrued expenses due to affiliates			1,004				487
Deferred income taxes			1,882				1,540
Customer deposits			582				659
Lines of credit			666				658
Total current liabilities			14,894				15,504
Long-term debt and other liabilities			5,142				5,855
Total liabilities			20,036				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 – June 30, 2015 and December 31, 2014			–				–
Common stock, $.01 par value:
Authorized shares – 47,000,000
Issued shares – 20,680,717 – June 30, 2015 and December 31, 2014 Outstanding shares – 20,571,479 – June 30, 2015 and 20,559,054 – December 31, 2014			207				207
Treasury stock, at cost 109,238 shares – June 30, 2015 and 121,663 shares – December 31, 2014			(159	)			(183	)
Additional paid-in capital			15,692				15,519
Accumulated other comprehensive loss			(2,306	)			(1,556	)
Retained earnings			4,724				4,770
Total SPAR Group, Inc. equity			18,158				18,757
Non-controlling interest			4,890				4,454
Total equity			23,048				23,211
Total liabilities and equity		$	43,084			$	44,570

 

Note:

The Balance Sheet at December 31, 2014, is excerpted from the consolidated audited financial statements as of that date but does not include certain information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

See accompanying notes.

 

 

SPAR Group, Inc. and Subsidiaries

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

(unaudited)

(In thousands, except per share data)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2015				2014				2015				2014
Net revenues		$	29,467			$	30,924			$	58,733			$	58,960
Cost of revenues			22,299				23,225				44,652				45,030
Gross profit			7,168				7,699				14,081				13,930
Selling, general and administrative expense			6,179				6,271				12,275				12,193
Depreciation and amortization			476				418				944				830
Operating income			513				1,010				862				907
Interest expense			82				41				140				84
Other expense (income), net			(33	)			(68	)			(60	)			(113	)
Income before income tax expense			464				1,037				782				936
Income tax expense			200				233				351				352
Net income			264				804				431				584
Net income attributable to non-controlling interest			235				227				477				376
Net income loss income attributable to SPAR Group, Inc.		$	29			$	577			$	(46	)		$	208
Basic and diluted income (loss) per common share:		$	–			$	0.03			$	–			$	0.01
Weighted average common shares – basic			20,568				20,613				20,565				20,585
Weighted average common shares – diluted			21,572				21,709				20,565				21,762
Net income		$	264			$	804			$	431			$	584
Other comprehensive (loss) income:
Foreign currency translation adjustments			(86	)			92				(750	)			45
Comprehensive income (loss)			178				896				(319	)			629
Comprehensive (loss) attributable to non-controlling interest			(235	)			(227	)			(477	)			(376	)
Comprehensive (loss) income attributable to SPAR Group, Inc.		$	(57	)		$	669			$	(796	)		$	253

 

See accompanying notes.

 

  

SPAR Group, Inc. and Subsidiaries

Consolidated Statement of Equity

(unaudited)

(In thousands)

 

		Common Stock								Treasury Stock								Additional				Accumulated Other								Non-
		Shares				Amount				Shares				Amount				Paid-In Capital				Comprehensive Loss				Retained Earnings				Controlling Interest				Total Equity
Balance at January 1, 2015			20,681			$	207				122			$	(183	)		$	15,519			$	(1,556	)		$	4,770			$	4,454			$	23,211
Share-based compensation			–				–				–				–				208				–				–				–				208
Exercise of stock options			–				–				(9	)			15				(11	)			–				–				–				4
Reissued treasury shares – RSU's			–				–				(18	)			29				(24	)			–				–				–				5
Purchase of treasury shares			–				–				14				(20	)			–				–				–				–				(20	)
Other changes to non-controlling interest			–				–				–				–				–				–				–				(41	)			(41	)
Other comprehensive loss			–				–				–				–				–				(750	)			–				–				(750	)
Net (loss) income			–				–				–				–				–				–				(46	)			477				431
Balance at June 30, 2015			20,681			$	207				109			$	(159	)		$	15,692			$	(2,306	)		$	4,724			$	4,890			$	23,048

 

See accompanying notes.

 

 

SPAR Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

(In thousands)

		Six Months Ended June 30,
		2015				2014
Operating activities
Net income		$	431			$	584
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization			944				830
Bad debt expense, net of recoveries			40				59
Share based compensation			208				375
Changes in operating assets and liabilities, net of business acquisitions and disposition:
Accounts receivable			2,737				(2,795	)
Prepaid expenses and other assets			240				(100	)
Accounts payable			(100	)			(333	)
Accrued expenses, other current liabilities and customer deposits			(855	)			1,932
Net cash provided by operating activities			3,645				552
Investing activities
Purchases of property and equipment and capitalized software			(905	)			(674	)
Net cash used in investing activities			(905	)			(674	)
Financing activities
Net (payments) borrowing on lines of credit			(693	)			2,043
Proceeds from stock options exercised			4				21
Payments on term debt			(12	)			(14	)
Payments on capital lease obligations			–				(65	)
Purchase of treasury shares			(20	)			(21	)
Distribution to local investors			(41	)			–
Net cash (used in) provided by financing activities			(762	)			1,964
Effect of foreign exchange rate changes on cash			(634	)			43
Net change in cash and cash equivalents			1,344				1,885
Cash and cash equivalents at beginning of year			4,382				2,814
Cash and cash equivalents at end of period		$	5,726			$	4,699
Supplemental disclosure of cash flows information
Interest paid		$	142			$	67
Income taxes paid		$	83			$	175

 

See accompanying notes.

 

 

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited)

 

1.     Basis of Presentation

 

The unaudited, consolidated financial statements of SPAR Group, Inc., a Delaware corporation ("SGRP"), and its subsidiaries (together with SGRP, collectively, the "Company" or the "SPAR Group"), accompanying this Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (this "Quarterly Report"), have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation have been included in these interim financial statements. However, these interim financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto for the Company as contained in the SGRP's Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission (the "SEC") on April 15, 2015 (the "2014 Annual Report"), and SGRP's Proxy Statement for its 2015 Annual Meeting of Stockholders as filed with the SEC on April 20, 2015 (the "2015 Proxy Statement"). Particular attention should be given to Items 1 and 1A of the 2014 Annual Report respecting the Company's Business and Risk Factors, respectively, and the following parts of SGRP's 2015 Proxy Statement: (i) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, (ii) CORPORATE GOVERNANCE, (iii) EXECUTIVE OFFICERS, COMPENSATION, DIRECTORS AND OTHER INFORMATION and (iv) EXECUTIVE COMPENSATION, EQUITY AWARDS AND OPTIONS. The Company's results of operations for the interim period are not necessarily indicative of its operating results for the entire year.

 

2.     Business and Organization

 

SPAR Group is a supplier of merchandising and other marketing services throughout the United States and internationally. The Company also provides in-store event staffing, product sampling, audit services, furniture and other product assembly services, technology services and marketing research services. Assembly services are performed in stores, homes and offices while those other services are primarily performed in mass merchandisers, office supply, grocery, drug store, home improvement, independent, convenience and electronics stores.

 

Merchandising services primarily consist of regularly scheduled, special project and other product services provided at the store level, and the Company may be engaged by either the retailer or the manufacturer. Those services may 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. Other merchandising services include whole store or departmental product sets or resets, including new store openings, new product launches and in-store demonstrations, audit services, special seasonal or promotional merchandising, focused product support and product recalls. The Company also provides technology services and marketing research services.

 

As of June 30, 2015, the Company operates in 9 countries and divides its operations into two reportable segments: its Domestic Division, which provides those services in the United States of America since certain of its predecessors were formed in 1979, and its International Division, which began operations in May 2001 and provides similar merchandising, marketing, audit and in-store event staffing services in Japan, Canada, South Africa, India, China, Australia, Mexico and Turkey.

 

 

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited) (continued)

 

3.     Earnings Per Share

 

The following table sets forth the computations of basic and diluted net income per share (in thousands, except per share data):

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2015				2014				2015				2014
Numerator:
Net income (loss) attributable to SPAR Group, Inc.		$	29			$	577			$	(46	)		$	208
Denominator:
Weighted average shares used in basic net income per share calculation			20,568				20,613				20,565				20,585
Weighted average shares used in diluted net income per share calculation			21,572				21,709				20,565				21,762
Basic and diluted net income (loss) per common share			–				0.03				–				0.01

 

For the six month period ended June 30, 2015, 1,016,000 vested and non-vested stock options were not included in the calculation because they would have had an anti-dilutive effect.

 

4.     Credit Facilities

 

Sterling Credit Facility:

 

SGRP and certain of its US and Canadian subsidiaries, (namely SPAR Marketing Force, Inc., SPAR National Assembly Services, Inc., SPAR Group International, Inc., SPAR Trademarks, Inc., SPAR Acquisition, Inc., SPAR Canada, Inc. and SPAR Canada Company) (together with SGRP, the "Borrowers"), are parties to a Revolving Loan and Security Agreement dated as of July 6, 2010, as amended (as amended, the "Sterling Loan Agreement"), with Sterling National Bank (the "Lender"), and their Secured Revolving Loan Note in the amended maximum principal amounts of $7.5 million (see below) to Sterling National Bank (as amended, the "Sterling Note"), to document and govern their credit facility with the Lender (including such agreement and note, the "Sterling Credit Facility"). The Sterling Credit Facility currently is scheduled to expire and the Borrowers' loans thereunder will become due on July 6, 2016 (with no early termination fee).

 

The Sterling Loan Agreement currently requires the Borrowers to pay interest on the loans thereunder equal to the Agent's floating Prime Rate (as defined in such agreement) minus one half of one percent (0.5%) per annum, and a fee on the maximum unused line thereunder equal to one-eighth of one percent (0.125%) per annum.

 

Revolving loans of up to $7.5 million are available to the Borrowers under the Sterling Credit Facility based upon the borrowing base formula defined in the Sterling Loan Agreement (principally 85% of "eligible" US and Canadian accounts receivable less certain reserves). The Sterling Credit Facility is secured by substantially all of the assets of the Borrowers (other than the Company's non-Canadian foreign subsidiaries, certain designated domestic subsidiaries, and those subsidiaries' respective equity and assets). The Sterling Credit Facility amendment dated July 1, 2013, eliminated the requirement for a "closed lock box" account with Sterling so that collections are no longer used to automatically pay down the loans under the Sterling Credit Facility and that account is no longer used. As such, the Sterling Credit Facility is now classified as long term debt.

 

The amendment to the Sterling Credit Facility effective as of July 1, 2014, among other things, extended the scheduled term of the Sterling Credit Facility to July 6, 2016 (with no early termination fee), increased the maximum principal amounts of Sterling's commitment under the Sterling Loan Agreement to $7.5 million, and provided for the amendment and restatement of the Sterling Note with a new $7.5 million note from the Borrowers in replacement of the old notes.

 

 

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited) (continued)

 

The Sterling Loan Agreement contains certain financial and other restrictive covenants and also limits certain expenditures by the Borrowers, including, but not limited to, capital expenditures and other investments. At June 30, 2015, the Company was in compliance with such covenants.

 

International Credit Facilities: 

 

SPARFACTS Australia Pty. Ltd., has a secured line of credit facility with Oxford Funding Pty Ltd. for $1.2 million (Australian) or approximately $919,000 (based upon the exchange rate at June 30, 2015). The facility provides for borrowing based upon a formula, as defined in the agreement (principally 80% of eligible accounts receivable less certain deductions). The agreement is on a month to month basis at the Company's request. The outstanding balance at June 30, 2015, was approximately $538,000 (Australian) or $412,000 (based on the exchange rate at June 30, 2015).

 

On March 7, 2011, the Japanese subsidiary, SPAR FM Japan, Inc., a wholly owned subsidiary, secured a term loan with Mizuho Bank in the amount of approximately 20.0 million Yen (Japanese) or $162,000. The loan is payable in monthly installments of 238,000 Yen or $1,900 at an interest rate of 0.1% per annum with a maturity date of February 28, 2018. The outstanding balance at June 30, 2015, was approximately 7.6 million Yen or $62,000 (based upon the exchange rate at June 30, 2015).

 

The China Unilink subsidiary secured a loan with China Construction Bank in the amount of 1.4 million Chinese Yuan Renminbi or approximately $230,000 (based on the exchange rate at June 30, 2015). The loan is collateralized with the personal property of one of the minority shareholders of Unilink. The loan has an interest rate of 7.2% per annum and a maturity date of February 11, 2016, at which time the full amount outstanding is to be paid in full. The full amount was outstanding as of June 30, 2015.

 

Summary of Company Credit and Other Debt Facilities (dollars in thousands) :

 

		June 30, 2015								Interest Rate1				December 31, 2014								Interest Rate2
Credit Facilities Lines of Credit:		Short- Term				Long- Term								Short- Term				Long- Term
United States		$	–			$	5,104				2.8	%		$	–			$	5,804				2.8	%
Australia			412				–				6.5	%			406				–				7.1	%
Total		$	412			$	5,104							$	406			$	5,804
Term Loans:
Japan		$	24			$	38				0.1	%		$	24			$	51				0.1	%
China			230				–				7.2	%			228				–				7.2	%
Total		$	254			$	38							$	252			$	51
Total Debt		$	666			$	5,142							$	658			$	5,855

 

Unused Availability:		June 30, 2015				December 31, 2014
United States		$	2,396			$	1,696
Australia			507				573
Total Unused Availability		$	2,903			$	2,269

 

(1)      Based on interest rate at June 30, 2015

(2)      Based on interest rate at December 31, 2014

 

 

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited) (continued)

 

Management believes that based upon the continuation of the Company's existing credit facilities, projected results of operations, vendor payment requirements and other financing available to the Company (including amounts due to affiliates), sources of cash availability should be manageable and sufficient to support ongoing operations over the next year. However, delays in collection of receivables due from any of the Company's major clients, or a significant reduction in business from such clients could have a material adverse effect on the Company's cash resources and its ongoing ability to fund operations.

 

5.     Related-Party Transactions

 

SGRP's policy respecting approval of transactions with related persons, promoters and control persons is contained in the SPAR Group Code of Ethical Conduct for its Directors, Senior Executives and Employees Amended and Restated (as of) August 13, 2015 (the "Ethics Code"). The Ethics Code is intended to promote and reward honest, ethical, respectful and professional conduct by each Covered Person (as defined in the Ethics Code in his or her position with the Company anywhere in the world, including (among other things) serving each customer, dealing with each vendor and treating each other with integrity and respect, and behaving honestly, ethically and professionally with each customer, each vendor, each other and the Company. Article II of the Ethics Code specifically prohibits various forms of self-dealing and collusion and Article V of the Ethics Code generally prohibits each "Covered Person" (including SGRP's officers and directors) from engaging in any business activity that conflicts with his or her duties to the Company, and directs each "Covered Person" to avoid any activity or interest that is inconsistent with the best interests of the SPAR Group, in each case except for any "Approved Activity" (as such terms are defined in the Ethics Code). Examples of violations include (among other things) having any ownership interest in, acting as a director or officer of or otherwise personally benefiting from business with any competitor, customer or vendor of the Company other than pursuant to any Approved Activity. Approved Activities include (among other things) any contract with an affiliated person (each an "Approved Affiliate Contract") or anything else disclosed to and approved by SGRP's Board of Directors (the "Board"), its Governance Committee or its Audit Committee, as the case may be, as well as the ownership, board, executive and other positions held in and services and other contributions to affiliates of SGRP and its subsidiaries by certain directors, officers or employees of SGRP, any of its subsidiaries or any of their respective family members. The Company's senior management is generally responsible for monitoring compliance with the Ethics Code and establishing and maintaining compliance systems, including conflicting relationships and transactions, subject to the review and oversight of SGRP's Governance Committee as provided in clause IV.11 of the Governance Committee's Charter, and SGRP's Audit Committee as provided in clause I.2(l) of the Audit Committee's Charter. The Governance Committee and Audit Committee each consist solely of independent outside directors.

 

SGRP's Audit Committee has the specific duty and responsibility to review and approve the overall fairness of all material related-party transactions. The Audit Committee receives affiliate contracts and amendments thereto for its review and approval (to the extent approval is given), and these contracts are periodically (often annually) again reviewed, in accordance with the Audit Committee Charter, the Ethics Code, the rules of the Nasdaq Stock Market, Inc. ("Nasdaq"), and other applicable law to ensure that the overall economic and other terms will be (or continue to be) no less favorable to the Company than would be the case in an arms-length contract with an unrelated provider of similar services (i.e., its overall fairness to the Company including pricing and the ability to provide services at comparable performance levels). The Audit Committee periodically reviews all of the related party relationships, agreements and transactions described below.

 

SPAR Business Services, Inc. ("SBS"), SPAR Administrative Services, Inc. ("SAS") and SPAR InfoTech, Inc. ("SIT") are affiliates of SGRP but are not part of the consolidated Company. Mr. Robert G. Brown, a Director, the Chairman and a major stockholder of SGRP, and Mr. William H. Bartels, a Director and the Vice Chairman of the Company and a major stockholder of SGRP, are the sole stockholders of SBS. Mr. Brown is the sole stockholder of SIT. Mr. Brown is a director and officer of SBS and SIT. Mr. Bartels is a director and officer of SAS. During 2014 the stockholders of SAS were Mr. Bartels and Mr. Brown, and as of January 1, 2015, Mr. Brown had transferred approximately 84% of his ownership to parties related to Mr. Brown.

 

 

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited) (continued)

 

SBS, through the use as needed of up to 9,000 of its available field merchandising specialists, provided approximately 84% and 78% of the domestic merchandising specialist field force used by the Company (as a percentage of the total cost for such field force, including field force provided by NRS, as defined below) for the six months ended June 30, 2015 and 2014, respectively, and SAS, through the use of its 56 full-time national, regional and district administrators, provided approximately 90% and 93% of the direct domestic field administration used by the Company (as a percentage of the total cost for such field administrators). In addition to these field service expenses, both SBS and SAS also incur other administrative expenses related to benefit and employment tax expenses of SAS and payroll processing, legal and other administrative expenses paid by either of them. The total cost recorded by the Company for the expenses of SBS and SAS in providing their services to the Company, including the "Cost Plus Fee" arrangement (as defined and discussed below) and the legal and other expenses paid directly by the Company on behalf of both SBS and SAS, was $13.3 million and $13.7 million, for the six months ended June 30, 2015 and 2014, respectively. SBS's legal expense was approximately $267,000 for the six months ended June 30, 2015, which expense was included in such total cost as a result of SBS assuming direct payment of such legal expense on January 1, 2015. On a comparable basis, the legal expense paid by the Company on behalf of SBS under its Existing Agreement was $265,000 for the six months ended June 30, 2014. The Company also provides human resource services to SBS and SAS of approximately $65,000 for both the six months ended June 30, 2015 and 2014, respectively.

 

Pursuant to the terms of the Amended and Restated Field Service Agreement with SBS dated as of January 1, 2004, as amended in 2011, and the Amended and Restated Field Management Agreement with SAS dated as of January 1, 2004 (each an "Existing Agreement"), defined reimbursable expenses and the "Cost Plus Fee" arrangement which provides that the Company is to pay SBS and SAS for their costs of providing those services plus a fixed percentage of such costs (the "Cost Plus Fee"). The Cost Plus Fee percentage markup was 4.0% in each Existing Agreement. The parties have had extensive negotiations respecting replacement agreements for over a year, principally over pricing. The Company and SBS have agreed in principle to reduce the Cost Plus Fee to 2.97% for SBS while making certain other adjustments to SBS's reimbursable expenses and previous credits (the net effect of which would effectively be approximately equal to the effective annual rates previously paid to SBS by the Company); and the Company and SAS are in discussions to reduce the Cost Plus Fee; which in each case the Company would like to be effective as of January 1, 2015, and would be subject to contractual terms and provisions reasonably acceptable to the parties (each a "Pending Agreement"). In negotiating SBS's Pending Agreement, the Company in principle has accepted a greater Cost Plus Fee for SBS than NRS (see below) because of the substantial non-reimbursable efforts of Mr. Brown in personally administering the legal affairs of SBS and has agreed that the field expenses of SBS included for net workers compensation insurance expense would not be less than zero (thus effectively eliminating certain surplus insurance reimbursement credits previously available under SBS's Existing Agreement).

 

The Company recorded the SBS and SAS expenses at Cost Plus Fee of 2.0% since December 1, 2014 (reflecting its negotiating position). The differences in the net expense for SBS and SAS under the Existing Agreements (at a Cost Plus Fee of 4.0%) when compared to the Company's recorded expenses for them (which were accrued in reserves by the Company) were approximately $101,000 and $44,000, respectively, for the six month period ended June 30, 2015. Upon finalization of the Pending Agreements, the Company's reserves will be adjusted accordingly, and the total SBS expenses as adjusted will be approximately the same (including the effect of such changes in reimbursable expenses and previous credits).

 

No salary reimbursements for Mr. Brown or Mr. Bartels are included in such reimbursable costs or Cost Plus Fee during 2014 and 2015. However, since SBS is a "Subchapter S" corporation and owned by Messrs. Brown and Bartels, all income from SBS is allocated to them. A similar approach has been taken for SAS, which is partially owned by Mr. Bartels and parties related to Mr. Brown.

 

National Merchandising Services, LLC ("NMS"), is a consolidated domestic subsidiary of the Company and is owned jointly by SGRP through its indirect ownership of 51% of the NMS membership interests and by National Merchandising of America, Inc. ("NMA"), through its ownership of the other 49% of the NMS membership interests. Mr. Edward Burdekin is the Chief Executive Officer and President and a director of NMS and also is an executive officer and director of NMA and the sole member and manager of National Retail Source, LLC ("NRS"). Ms. Andrea Burdekin, Mr. Burdekin's wife, is the sole stockholder and a director of NMA and a director of NMS. NRS and NMA are affiliates of the Company but are not consolidated with the Company. NMS commenced operations as of September 1, 2012.

 

 

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited) (continued)

 

NRS is expected to provide substantially all of the domestic merchandising specialist field force used by NMS. Pursuant to the terms of the Master Field Services Agreement dated as of August 1, 2013 (the "NRS Services Agreement"), NMS will receive merchandising services from NRS through the use of approximately 294 field merchandising specialists. Prior to that date, NMS received such merchandising services from NMA pursuant to the terms of the substantially similar Field Services Agreement dated as of July 31, 2012, as amended (the "NMA Services Agreement"). For those services, the Company has agreed to reimburse NRS (and NMA before it) for its total costs of providing those services and to pay NRS (and NMA before it) a fee equal to 2% of its total costs (the "Plus 2% Fee"). Those costs include all field and administrative costs and expenses (effectively including net workers compensation insurance expenses) of NRS (and NMA before it) but exclude certain legal and other administrative expenses. Accordingly, no salary reimbursement for Mr. Burdekin or Ms. Burdekin are included in such reimbursable costs or Plus 2% Fee.

 

NRS (and before that, NMA) provided all of the domestic merchandising specialist field force used by NMS and 4% and 10% of all of the domestic merchandising specialist field force used by the Company (as a percentage of the total cost for such field force, including the field force provided by SBS) for the six months ended June 30, 2015 and 2014, respectively. The total Plus 2% Fee earned by NRS for services rendered was approximately $11,000 and $27,000 for the six months ended June 30, 2015 and 2014, respectively.

 

SGRP Meridian (Pty), Ltd. ("Meridian") is a consolidated international subsidiary of the Company and is owned 51% by SGRP and 49% by the following individuals: Mr. Brian Mason, Mr. Garry Bristow, and Mr. Adrian Wingfield. Mr. Mason is President and a director and Mr. Bristow is an officer and director of Meridian. Mr. Mason is also an officer and director and 50% shareholder of Merhold Property Trust ("MPT"). Mr. Mason and Mr. Bristow are both officers and directors and both own 50% of Merhold Cape Property Trust ("MCPT"). MPT owns the building where Meridian is headquartered and also owns two vehicles both of which are subleased to Meridian. MCPT provides a fleet of 126 vehicles to Meridian under a 4 year lease program. These leases are provided to Meridian at local market rates included in the summary table below.

 

SGRP NDS Tanitim Ve Danismanlik A.S. ("NDS") is a consolidated international subsidiary of the Company and is owned 51% by SGRP and 49% by Mr. Medet Yilmaz and Ms. Nurgül Yilmaz. Mr. Yilmaz is President and a director and Ms. Yilmaz is an officer and director of NDS. They are both officers and directors of NDS Tanitim Danismanlik Hizmetleri Gida Tekstil Turizm Pazarlama Ticaret Limited Sirketi ("NDS Tanitim") and NDS Reklam Tanitim Ve Danismanlik Hizmetleri Pazarlama Ticaret Limited Sirketi ("NDS Reklam"). Mr. and Ms. Yilmaz, in total, own 40% of NDS Tanitim and NDS Reklam. NDS Tanitim provides NDS field administration services while NDS Reklam provides NDS field merchandising services both at local market rates.

 

The Company continues to purchase services from SBS, SAS, NRS, MPT, MCPT, NDS Tanitim, and NDS Reklam because it believes the value of services it receives from them are at least as favorable to the Company as it could obtain from non-affiliated providers of similar services. The Company believes it is the largest and most important customer of SBS, SAS, NRS, MPT, MCPT, NDS Tanitim, and NDS Reklam (and from time to time may be their only customer), and accordingly the Company generally has been able to negotiate better terms, receives more personal and responsive service and is more likely to receive credits and other financial accommodations from SBS, SAS, NRS, MPT, MCPT, NDS Tanitim, and NDS Reklam than the Company could reasonably expect to receive from an unrelated service provider who has significant other customers and business. SBS, SAS and NRS affiliate contracts and arrangements are annually reviewed and considered for approval by SGRP's Audit Committee, subject to the ongoing negotiations as described above. MPT, MCPT, NDS Tanitim, and NDS Reklam affiliate contracts are currently scheduled to be reviewed and considered for approval by SGRP's Audit Committee at their November 2015 meeting.

 

 

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited) (continued)

 

The following costs of affiliates were charged to the Company (in thousands):

		Three Months Ended June 30,								Six Months Ended June 30,
		2015				2014				2015				2014
Services provided by affiliates:
Field merchandiser expenses* (SBS)		$	5,193			$	5,593			$	10,693			$	11,053
Field administration expenses* (SAS)		$	1,140			$	1,127			$	2,253			$	2,305
Field merchandiser expenses* (NMA and NRS)		$	323			$	857			$	567			$	1,359
Office and vehicle rental expenses (MPT)		$	30			$	33			$	41			$	47
Vehicle rental expenses (MCPT)		$	361			$	301			$	560			$	437
Field administration expenses* (NDS Tanitim)		$	6			$	11			$	15			$	20
Field merchandiser expenses* (NDS Reklam)		$	47			$	241			$	117			$	614
Total services provided by affiliates		$	7,100			$	8,163			$	14,246			$	15,835

 

* Includes substantially all overhead (in the case of SAS, SBS and NRS), or related overhead, plus any applicable markup.

 

 

Accrued expenses due to affiliates (in thousands):		June 30,				December 31,
		2015				2014
Total accrued expenses due to affiliates		$	1,004			$	487

 

In July 1999, SPAR Marketing Force, Inc. ("SMF"), SBS and SIT entered into a perpetual software ownership agreement providing that each party independently owned an undivided share of and had the right to unilaterally license and exploit their "Business Manager" Internet job scheduling software (which had been jointly developed by such parties), and all related improvements, revisions, developments and documentation from time to time voluntarily made or procured by any of them at its own expense. In addition, SPAR Trademarks, Inc. ("STM"), SBS and SIT entered into separate perpetual trademark licensing agreements whereby STM has granted non-exclusive royalty-free licenses to SIT and SBS (and through them to their commonly controlled subsidiaries and affiliates by sublicenses, including SAS) for their continued use of the name "SPAR" and certain other trademarks and related rights of STM, a wholly owned subsidiary of SGRP. SBS and SAS provide services to the Company, as described above, and SIT no longer provides services to and does not compete with the Company.

 

Through arrangements with the Company, SBS, SAS and other companies owned by Mr. Brown or Mr. Bartels participate in various benefit plans, insurance policies and similar group purchases by the Company, for which the Company charges them their allocable shares of the costs of those group items and the actual costs of all items paid specifically for them. All such transactions between the Company and the above affiliates are paid and/or collected by the Company in the normal course of business.

 

In addition to the above, SAS purchases insurance coverage for worker compensation, casualty and property insurance risk for itself, SBS and (through SBS under contracts with them) its field merchandising specialists and the Company from Affinity Insurance, Ltd. ("Affinity"). SAS owns a minority (less than 1%) of the common stock in Affinity. The Affinity insurance premiums for such coverage are ultimately charged to SAS, SBS (and through SBS to its covered field merchandising specialists) and the Company based on the contractual arrangements of the parties.

 

6.      Preferred Stock

 

SGRP's certificate of incorporation authorizes it to issue 3,000,000 shares of preferred stock with a par value of $0.01 per share (the "SGRP Preferred Stock"), which may have such preferences and priorities over the SGRP Common Stock and other rights, powers and privileges as the Company's Board of Directors may establish in its discretion from time to time. The Company has created and authorized the issuance of a maximum of 3,000,000 shares of Series A Preferred Stock pursuant to SGRP's Certificate of Designation of Series "A" Preferred Stock (the "SGRP Series A Preferred Stock"), which have dividend and liquidation preferences, have a cumulative dividend of 10% per year, are redeemable at the Company's option and are convertible at the holder's option (and without further consideration) on a one-to-one basis into SGRP Common Stock. The Company issued 554,402 of SGRP shares to affiliated retirement plans which were all converted into common shares in 2011 (including dividends earned thereon), leaving 2,445,598 shares of remaining authorized preferred stock. At June 30, 2015, no shares of SGRP Series A Preferred Stock were issued and outstanding.

 

 

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited) (continued) 

 

7.	Stock-Based Compensation and Other Plans

 

SGRP has granted restricted stock and stock option awards to its eligible directors, officers and employees and certain employees of its affiliates respecting shares of Common Stock issued by SGRP ("SGRP Shares") pursuant to SGRP's 2008 Stock Compensation Plan (as amended, the "2008 Plan"), which was approved by SGRP's stockholders in May of 2008 and 2009. The 2008 Plan provides for the granting of restricted SGRP shares, stock options to purchase SGRP shares (either incentive or nonqualified), and restricted stock units, stock appreciation rights and other awards based on SGRP shares ("Awards") to SGRP Directors and the Company's specified executives, employees and consultants (which are employees of certain of its affiliates), although to date SGRP has not issued any permissible form of Award other than stock option and restricted share awards. As of June 30, 2015, approximately 1.3 million SGRP shares were available for Award grants under the amended 2008 Plan.

 

The Company recognized $187,000 and $253,000 in stock-based compensation expense relating to stock option Awards during the six month periods ended June 30, 2015 and 2014, respectively. The tax benefit, available to the Company, from stock based compensation expense related to stock options during the six months ended June 30, 2015 and 2014 was approximately $71,000 and $96,000, respectively. However, since the Company has NOL's available for the next several years, these tax benefits have not been realized as of this report. As of June 30, 2015, total unrecognized stock-based compensation expense related to stock options was $732,000.

 

During the six months ended June 30, 2015 and 2014, the Company recognized approximately $21,000 and $129,000, respectively, of stock-based compensation expense related to restricted stock. The tax benefit, available to the Company, from stock based compensation expense related to restricted stock during the six months ended June 30, 2015 and 2014 was approximately $8,000 and $49,000, respectively. However, since the Company has NOL's available for the next several years, these tax benefits have not been realized as of this report. As of June 30, 2015, total unrecognized stock-based compensation expense related to unvested restricted stock Awards was $174,000.

 

8.	Recent Accounting Pronouncements & Developments

 

April 2015

 

The FASB issued ASU No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs". ASU 2015-03 modifies the requirements for reporting debt issuance costs. Under the amendments in ASU 2015-03, debt issuance costs related to a recognized debt liability will be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03. ASU 2015-03 shall be applied retrospectively for periods beginning on or after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2015-03 on its consolidated financial statements.

 

May 2014

 

The FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of its pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which the standard will be adopted in 2018.

 

 

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited) (continued) 

 

 April 2014

 

The FASB issued ASU No. 2014-08, "Presentation of Financial Statements and Property, Plant and Equipment; Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 modifies the requirements for reporting discontinued operations. Under the amendments in ASU 2014-08, the definition of discontinued operation has been modified to only include those disposals of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU 2014-08 shall be applied prospectively for periods beginning on or after December 15, 2014, with early adoption permitted. The Company adopted ASU 2014-08 for the quarter ended March 31, 2014. The Company has adopted this standard on a prospective basis for transactions that have occurred after the adoption date. The adoption of ASU 2014-08 did not have a material effect on the Company's financial position or results of operations.

 

9.	Commitments and Contingencies

 

The Company is a party to various legal actions and administrative proceedings arising in the normal course of business. In the opinion of Company's management, disposition of these other matters are not anticipated to have a material adverse effect on the Company or its estimated or desired assets, business, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results or condition.

 

10.	Segment Information

 

The Company reports net revenues from continuing operations and operating income from continuing operations by reportable segment. Reportable segments are components of the Company for which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

 

The Company provides similar merchandising and marketing services throughout the world, operating within two reportable segments, its Domestic Division and its International Division. The Company uses those divisions to improve its administration and operational and strategic focuses, and it tracks and reports certain financial information separately for each of those divisions. The Company measures the performance of its Domestic and International Divisions and subsidiaries using the same metrics. The primary measurement utilized by management is operating profits, historically the key indicator of long-term growth and profitability, as the Company is focused on reinvesting the operating profits of each of its international subsidiaries back into its local markets in an effort to improve market share and continued expansion efforts.

 

Management evaluates performance as follows (in thousands):

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2015				2014				2015				2014
Revenue:
United States		$	11,105			$	12,641			$	22,077			$	23,599
International			18,362				18,283				36,656				35,361
Total revenue		$	29,467			$	30,924			$	58,733			$	58,960

 

 

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited) (continued) 

 

Operating income:
United States		$	317			$	561			$	244			$	297
International			196				449				618				610
Total operating income		$	513			$	1,010			$	862			$	907
Interest expense:
United States		$	20			$	20			$	41			$	39
International			62				21				99				45
Total interest expense		$	82			$	41			$	140			$	84
Other expense (income), net:
United States		–				–				–				$	1
International			(33	)			(68	)			(60	)			(114	)
Total other (income), net		$	(33	)		$	(68	)		$	(60	)		$	(113	)
Income before income tax expense:
United States		$	297			$	541			$	203			$	257
International			167				496				579				679
Total income before income tax expense		$	464			$	1,037			$	782			$	936
Income tax expense:
United States		$	(9	)		–				$	(9	)		–
International			209				233				360				352
Total income tax expense		$	200			$	233			$	351			$	352
Net income (loss) from continuing operations:
United States		$	306			$	541			$	212			$	257
International			(42	)			263				219				327
Total net income from continuing operations		$	264			$	804			$	431			$	584
Depreciation and amortization:
United States		$	342			$	323			$	661			$	643
International			134				95				283				187
Total depreciation and amortization		$	476			$	418			$	944			$	830
Capital expenditures:
United States		$	211			$	216			$	705			$	513
International			111				100				200				161
Total capital expenditures		$	322			$	316			$	905			$	674

 

Note: There were no inter-company sales for 2015 or 2014.

 

		June 30,				December 31,
		2015				2014
Assets:
United States		$	21,631			$	21,748
International			21,453				22,822
Total assets		$	43,084			$	44,570

 

 

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(unaudited) (continued) 

 

Geographic Data (in thousands)

 

		Three Months Ended June 30,																Six Months Ended June 30,
		2015								2014								2015								2014
International revenue:						% of consolidated net revenue								% of consolidated net revenue								% of consolidated net revenue								% of consolidated net revenue
South Africa		$	5,330				18.1	%		$	4,099				13.3	%		$	10,221				17.4	%		$	7,970				13.5	%
Mexico			3,933				13.3				4,859				15.7				8,114				13.8				9,198				15.6
China			3,487				11.8				829				2.7				6,515				11.1				2,745				4.7
India			1,705				5.8				1,644				5.3				3,616				6.2				3,262				5.5
Japan			1,400				4.8				2,657				8.6				2,601				4.4				4,752				8.1
Canada			1,249				4.2				1,977				6.4				2,805				4.8				3,215				5.5
Australia			1,142				3.9				1,621				5.2				2,487				4.2				3,075				5.2
Turkey			116				0.4				597				1.9				297				0.5				1,144				1.9
Total international revenue		$	18,362				62.3	%		$	18,283				59.1	%		$	36,656				62.4	%		$	35,361				60.0	%

 

 

		June 30,				December 31,
		2015				2014
Long lived assets:
United States		$	9,822			$	9,368
International			2,981				3,243
Total long lived assets		$	12,803			$	12,611

 

 

SPAR Group, Inc. and Subsidiaries

 

Item 2.

Management's Discussion and Analysis of Financial Condition, Results of Operations, Liquidity and Capital Resources

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q for the six months ended June 30, 2015 (this "Quarterly Report"), contains "forward-looking statements" made by SPAR Group, Inc. ("SGRP", and together with its subsidiaries, the "SPAR Group" or the "Company") and was filed on August 14, 2015, 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, and SGRP's Current Reports on Form 8-K and other reports and statements as and when filed with the SEC (including this 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 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 this 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 all forward-looking statements, risk factors and the other risks, cautions and information made, contained or noted in or incorporated by reference into this 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, 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, as those expectations are based upon the Company's plans, intentions, expectations and estimates and (although the Company believes them to be reasonable) 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.

 

Although the Company believes that its plans, intentions, estimates and other expectations reflected or implied in such forward-looking statements are reasonable, the Company cannot assure you that such plans, intentions, estimates or other 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. 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 Quarterly Report, 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.

 

You should not place undue reliance on the Company's forward-looking statements and similar information because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond its control. The Company's forward-looking statements, risk factors and other risks, cautions and information (whether contained in this Quarterly Report, the Annual Report, the Proxy Statement or any other applicable SEC Report) are based on the information currently available to the Company and speak only as of the date specifically referenced, or if no date is referenced, then in the case of the Annual Report or the Proxy Statement as of December 31, 2014, and in the case of this Quarterly Report or other applicable SEC Report the last day of the period covered by it. 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. Over time, the Company's actual performance and 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 achievements, results, risks, trends or condition will likely differ from those expressed or implied by the Company's applicable forward-looking statements, risk factors and other risks, cautions and information, and such difference could be significant and materially adverse to the Company and the value of your investment in the Company's Common Stock.

 

 

SPAR Group, Inc. and Subsidiaries  

 

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.

 

GENERAL

 

SPAR Group, Inc. ("SGRP"), and its subsidiaries (together with SGRP, the "SPAR Group" or the "Company"), 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 its merchandising and other marketing services to manufacturers, distributors and retailers worldwide, primarily in mass merchandisers, office supply, grocery, drug store, independent, convenience, toy, home improvement and electronics stores. The Company also provides furniture and other product assembly services in stores, homes and offices. The Company has supplied these 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. 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.

 

Merchandising services primarily consist of regularly scheduled, special project and other product services provided at store level, and the Company may be engaged by either the retailer or the manufacturer. Those services may 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, demonstrating or promoting a product, providing on-site audit and in-store event staffing services and providing product assembly services in stores, homes and offices. Other merchandising services include whole store or departmental product sets or resets, including new store openings, new product launches and in-store demonstrations, special seasonal or promotional merchandising, focused product support and product recalls. The Company continues to seek to expand its merchandising, assembly and marketing services business throughout the world.

 

An Overview of the Merchandising and Marketing Services Industry

 

According to industry estimates over two billion dollars are spent annually in the United States alone on retail merchandising and marketing services. The merchandising and marketing services industry includes manufacturers, retailers, brokers, distributors and professional service merchandising companies. The Company believes that merchandising and marketing services add value to retailers, manufacturers and other businesses and enhance sales by making a product more visible and more available to consumers. These services primarily involve placing orders, shelf maintenance, display placement, reconfiguring products on store shelves and replenishing product inventory.

 

Historically, retailers staffed their stores as needed to provide these services to ensure, that manufacturers' inventory levels, the advantageous display of new items on shelves, and the maintenance of shelf schematics and product placement were properly merchandised. However retailers, in an effort to improve their margins, have decreased their own store personnel and increased their reliance on manufacturers to perform such services. Initially, manufacturers attempted to satisfy the need for merchandising and marketing services in retail stores by utilizing their own sales representatives. Additionally, retailers also used their own employees to merchandise their stores to satisfy their own merchandising needs. However, both the manufacturers and the retailers discovered that using their own sales representatives and employees for this purpose was expensive and inefficient.

 

Most manufacturers and retailers have been, and SPAR Group believes they will continue outsourcing their merchandising and marketing service needs to third parties capable of operating at a lower cost by (among other things) serving multiple manufacturers simultaneously. The Company also believes that it is well positioned, as a domestic and international merchandising and marketing services company, to more effectively provide these services to retailers, manufacturers and other businesses around the world.

 

 

SPAR Group, Inc. and Subsidiaries 

 

Another significant trend impacting the merchandising and marketing services business is the tendency of consumers to make product purchase decisions once inside the store. Accordingly, merchandising and marketing services and in-store product promotions have proliferated and diversified. Retailers are continually re-merchandising and re-modeling entire stores in an effort to respond to new product developments and changes in consumer preferences. We estimate that these activities have increased in frequency over the last five years. Both retailers and manufacturers are seeking third parties to help them meet the increased demand for these labor-intensive services.

 

In addition, the consolidation of many retailers has created opportunities for third party merchandisers when an acquired retailer's stores are converted to the look and format of the acquiring retailer. In many cases, stores are completely remodeled and re-merchandised after a consolidation.

 

SPAR Group believes the current trend in business toward globalization fits well with its expansion model. As companies expand into foreign markets they will need assistance in merchandising or marketing their products. As evidenced in the United States, retailer and manufacturer sponsored merchandising and marketing programs are both expensive and inefficient. The Company also believes that the difficulties encountered by these programs are only exacerbated by the logistics of operating in foreign markets. This environment has created an opportunity for the Company to exploit its Internet, hand-held computers, tablets and smart phone based technology and business model worldwide.

 

The Company's Domestic and International Geographic Segments:

 

The Company provides similar merchandising and marketing services throughout the world, operating within two reportable segments, its Domestic and International Divisions. The Company tracks and reports certain financial information separately for these two segments using the same metrics. The primary measurement utilized by management is operating profit level, historically the key indicator of long-term growth and profitability, as the Company is focused on reinvesting the operating profits of each of its international subsidiaries back into local markets in an effort to improve its market share and continued expansion efforts. Certain financial information regarding each of the Company's two segments, which includes their respective net revenues and operating income for each of the three and six months ended June 30, 2015 and 2014, and their respective assets as of June 30, 2015 and 2014, is provided above in Note 10 to the Company's Consolidated Financial Statements – Segment Information.

 

The Company's international business in each territory outside the United States is conducted through a foreign subsidiary incorporated in its primary territory. The primary territory establishment date (which may include predecessors), the percentage of the Company's equity ownership, and the principal office location for its US (domestic) subsidiaries and each of its foreign (international) subsidiaries is as follows:

 

Primary Territory		Date Established		SGRP Percentage Ownership			Principal Office Location
United States of America		1979			100	%	White Plains, New York, United States of America5
Japan		May 2001			100	%	Tokyo, Japan
Canada		June 2003			100	%	Toronto, Canada
South Africa		April 2004			51	% 1	Durban, South Africa
India		April 2004			51	% 2	New Delhi, India
Australia		April 2006			51	%	Melbourne, Australia
China		March 2010			51	% 3	Shanghai, China
Mexico		August 2011			51	%	Mexico City, Mexico
Turkey		November 2011			51	% 4	Istanbul, Turkey

  

 

SPAR Group, Inc. and Subsidiaries 

 

 

1	In September 2012, the Company, through its subsidiary in South Africa (SGRP Meridian), entered into a joint venture agreement to expand its operations in South Africa.  SGRP Meridian owns a 51% ownership interest in the new company; CMR Meridian (Pty) Ltd. ("CMR-Meridian").  (See Note 5 to the Consolidated Financial Statements – Related-Party Transactions).
2	In June 2011, the Company sold 49% of its interest in its Indian subsidiary to KROGNOS Integrated Marketing Services Private Limited. In March 2013, the Company purchased a 51% interest in a new subsidiary in India, Preceptor Marketing Services Private Limited, which began operations in March 2013.
3	Currently the Company owns two subsidiaries in China.  One subsidiary is 100% owned and is inactive, and the second subsidiary, acquired in March 2010 and operational in August 2010, is 51% owned. In July 2011, the Company, through its active subsidiary in China (SPAR Shanghai), entered into a joint venture agreement to expand its operations in China.  SPAR Shanghai has a 75.5% ownership interest in the new company; SPAR DSI Human Resource Company. In August 2014, the Company, through its subsidiary in Hong Kong, SPAR China Ltd., purchased certain business assets, fixed assets and merchandising teams of three companies in China (collectively Unilink). As consideration for the purchase, Unilink is paid in cash and 20% ownership in SPAR Shanghai, leaving SPAR with a 51% ownership interest in SPAR Shanghai.
4	In November 2011, the Company started a new 51% owned subsidiary to compete in this important market.  (See Note 5 to the Consolidated Financial Statements – Related-Party Transactions).
5	In September 2012, the Company established a new subsidiary, National Merchandising Services, LLC, ("NMS") 51% owned by the Company, with its principal office in Georgia. In March 2013, the Company purchased general merchandising service and certain in-store audit service businesses from Market Force Information, Inc. ("MFI").

  

 

Critical Accounting Policies

 

There were no material changes during the six months ended June 30, 2015, to the Company's critical accounting policies as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the SEC on April 15, 2015.

 

Results of Operations

 

Three months ended June 30, 2015, compared to three months ended June 30, 2014

 

 

The following table sets forth selected financial data and data as a percentage of net revenues for the periods indicated (in thousands, except percent data).

 

		Three Months Ended June 30,
		2015								2014
			$			%					$			%
Net revenues		$	29,467				100.0	%		$	30,924				100.0	%
Cost of revenues			22,299				75.7				23,225				75.1
Gross profit			7,168				24.3				7,699				24.9
Selling, general & administrative expense			6,179				21.0				6,271				20.3
Depreciation & amortization			476				1.6				418				1.4
Operating income			513				1.7				1,010				3.2
Interest expense, net			82				0.2				41				0.1
Other income, net			(33	)			(0.1	)			(68	)			(0.2	)
Income before income taxes			464				1.6				1,037				3.3
Income tax expense			200				0.7				233				0.8
Net income			264				0.9				804				2.5
Net income attributable to non-controlling interest			235				0.8				227				0.7
Net income attributable to SPAR Group, Inc.		$	29				0.1	%		$	577				1.8	%

 

Net Revenues

 

Net revenues for the three months ended June 30, 2015, were $29.5 million, compared to $30.9 million for the three months ended June 30, 2014, a decrease of $1.4 million or 4.7%.

 

 

SPAR Group, Inc. and Subsidiaries 

 

Domestic net revenues totaled $11.1 million in the three months ended June 30, 2015, compared to $12.6 million for the same period in 2014. The decrease is related to underperformance with two smaller service offerings.

 

International net revenues totaled $18.4 million for the three months ended June 30, 2015, compared to $18.3 million for the same period in 2014, an increase of $100,000 or 0.5%. The increase in net revenues was primarily due to incremental revenue from the integration of the acquisition in China and increased revenue in South Africa, and India, partially offset by lower revenue in Japan, Mexico, Australia and Turkey. Foreign currency had a $2.4 million or 12.9% negative impact on revenue growth year over year.

 

Cost of Revenues

 

The Company's cost of revenues consists of its on-site labor and field administration fees, travel and other direct labor-related expenses and was 75.7% of its net revenues for the three months ended June 30, 2015, and 75.1% of its net revenues for the three months ended June 30, 2014.

 

Domestic cost of revenues was 68.4% of net revenues for the three months ended June 30, 2015, and 68.6% of net revenues for the three months ended June 30, 2014. The decrease in cost of revenues as a percentage of net revenues of 0.2 percentage points was due primarily to a favorable mix of project work compared to last year. For the three months ended June 30, 2015 and 2014, approximately 83% and 78%, respectively, of the Company's domestic cost of revenues resulted from in-store merchandiser specialist, on-site assembly technician and field administration services purchased from certain of the Company's affiliates, SPAR Business Services, Inc. ("SBS"), and SPAR Administrative Services, Inc. ("SAS"), respectively, and approximately 4% and 10% of the Company's domestic cost of revenues for the three months ended June 30, 2015 and 2014, respectively, resulted from in-store merchandiser specialist services purchased from certain of the Company's other affiliates, National Retail Source, LLC ("NRS"), and prior to August 1, 2013, National Merchandising of America, Inc. ("NMA") (See Note 5 to the Consolidated Financial Statements - Related-Party Transactions).

 

Internationally, the cost of revenues increased to 80.1% of net revenues for the three months ended June 30, 2015, compared to 79.6% of net revenues for the three months ended June 30, 2014. The cost of revenue percentage increase of 0.5% was primarily due to higher cost margin business in Mexico, China, Australia, Canada, and India partially offset by lower cost margin business in South Africa and Japan.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses of the Company include its corporate overhead, project management, information technology, executive compensation, human resources, legal and accounting expenses. Selling, general and administrative expenses were approximately $6.2 million and $6.3 million for the three months ended June 30, 2015 and 2014, respectively.

 

Domestic selling, general and administrative expenses totaled $2.8 million for three months ended June 30, 2015, compared to $3.1 million for the three months ended June 30, 2014. The decrease of approximately $300,000 was primarily due to lower travel and legal expenses.

 

International selling, general and administrative expenses totaled $3.4 million for the three months ended June 30, 2015, compared to $3.2 million for the same period in 2014. The increase of approximately $200,000 was primarily attributable to an increase in South Africa in support of its revenue growth and the acquisition in China, partially offset by decreases in Japan, Turkey, and Australia.

 

Depreciation and Amortization

 

Depreciation and amortization charges totaled $476,000 for the three months ended June 30, 2015, and $418,000 for the same period in 2014.

 

 

 SPAR Group, Inc. and Subsidiaries 

 

Interest Expense

 

The Company's net interest expense was $82,000 and $41,000 for the three months ended June 30, 2015 and 2014, respectively. The increase was primarily due to the impact of the China Unilink acquisition.

 

Other Income

 

Other income totaled $33,000 and $68,000 for the three months ended June 30, 2015 and 2014, respectively.

 

Income Taxes

 

The income tax provision totaled $200,000 for the three months ended June 30, 2015 and $233,000 for the three months ended June 30, 2014.

 

Non-controlling Interest

 

Net operating profits from the non-controlling interest, from the Company's 51% owned subsidiaries, resulted in a reduction of net income of $235,000 and $227,000 for the three months ended June 30, 2015 and 2014, respectively.

 

Net Income

 

The Company reported net income of $29,000 for the three months ended June 30, 2015, or $0.00 per diluted share, compared to $577,000, or $0.03 per diluted share, for the corresponding period last year.

 

Six months ended June 30, 2015, compared to six months ended June 30, 2014

 

 

The following table sets forth selected financial data and data as a percentage of net revenues for the periods indicated (in thousands, except percent data).

 

		Six Months Ended June 30,
		2015								2014
			$			%					$			%
Net revenues		$	58,733				100.0	%		$	58,960				100.0	%
Cost of revenues			44,652				76.0				45,030				76.4
Gross profit			14,081				24.0				13,930				23.6
Selling, general & administrative expense			12,275				20.9				12,193				20.7
Depreciation & amortization			944				1.6				830				1.4
Operating income			862				1.5				907				1.5
Interest expense, net			140				0.2				84				0.1
Other income, net			(60	)			(0.1	)			(113	)			(0.2	)
Income before income taxes			782				1.4				936				1.6
Income tax expense			351				0.6				352				0.6
Net income			431				0.8				584				1.0
Net income attributable to non-controlling interest			477				0.8				376				0.6
Net (loss) income attributable to SPAR Group, Inc.		$	(46	)			(0.0	%)		$	208				0.4	%

 

Net Revenues

 

Net revenues for the six months ended June 30, 2015, were $58.7 million, compared to $59.0 million for the six months ended June 30, 2014, a decrease of approximately $300,000 or 0.4%.

 

 

SPAR Group, Inc. and Subsidiaries 

 

Domestic net revenues totaled $22.1 million in the six months ended June 30, 2015, compared to $23.6 million for the same period in 2014. The decrease is related to underperformance with two smaller service offerings.

 

International net revenues totaled $36.6 million for the six months ended June 30, 2015, compared to $35.4 million for the same period in 2014, an increase of $1.2 million or 3.7%. The increase in net revenues was primarily due to incremental revenue from the integration of the acquisition in China and increased revenue in South Africa, and India, partially offset by lower revenue in Japan, Mexico, Australia, Turkey, and Canada. Foreign currency had a $5.1 million or 14.5% negative impact on revenue growth year over year.

 

Cost of Revenues

 

The Company's cost of revenues consists of its on-site labor and field administration fees, travel and other direct labor-related expenses and was 76.0% of its net revenues for the six months ended June 30, 2015, and 76.4% of its net revenues for the six months ended June 30, 2014.

 

Domestic cost of revenues was 68.8% of net revenues for the six months ended June 30, 2015, and 70.3% of net revenues for the six months ended June 30, 2014. The decrease in cost of revenues as a percentage of net revenues of 1.5 percentage points was due primarily to a favorable mix of project work compared to last year. For the six months ended June 30, 2015 and 2014, approximately 85% and 81%, respectively, of the Company's domestic cost of revenues resulted from in-store merchandiser specialist, on-site assembly technician and field administration services purchased from certain of the Company's affiliates, SPAR Business Services, Inc. ("SBS"), and SPAR Administrative Services, Inc. ("SAS"), respectively, and approximately 4% and 8% of the Company's domestic cost of revenues for the six months ended June 30, 2015 and 2014, respectively, resulted from in-store merchandiser specialist services purchased from certain of the Company's other affiliates, National Retail Source, LLC ("NRS"), and prior to August 1, 2013, National Merchandising of America, Inc. ("NMA") (See Note 5 to the Consolidated Financial Statements - Related-Party Transactions).

 

Internationally, the cost of revenues was 80.4% of net revenues for both six month periods ended June 30, 2015 and June 30, 2014. This was primarily due to lower cost margin business in South Africa, Japan, and Turkey offset by higher cost margin business in Mexico, India, Australia, and Canada.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses of the Company include its corporate overhead, project management, information technology, executive compensation, human resources, legal and accounting expenses. Selling, general and administrative expenses were approximately $12.3 million and $12.2 million for the six months ended June 30, 2015 and 2014, respectively.

 

Domestic selling, general and administrative expenses totaled $6.0 million for six months ended June 30, 2015, compared to $6.1 million for the six months ended June 30, 2014. The net decrease of approximately $100,000 was primarily due to lower travel partially offset by higher salaries and related costs.

 

International selling, general and administrative expenses totaled $6.3 million for the six months ended June 30, 2015, compared to $6.1 million for the same period in 2014. The increase of approximately $200,000 was primarily attributable to an increase in South Africa and the acquisition in China, partially offset by decreases in Japan, Mexico, Canada, Australia, and Turkey.

 

Depreciation and Amortization

 

Depreciation and amortization charges totaled $944,000 for the six months ended June 30, 2015, and $830,000 for the same period in 2014.

 

 

 SPAR Group, Inc. and Subsidiaries 

 

Interest Expense

 

The Company's net interest expense was $140,000 and $84,000 for the six months ended June 30, 2015 and 2014, respectively.

 

Other Income

 

Other income totaled $60,000 and $113,000 for the six months ended June 30, 2015 and 2014, respectively. The decrease was primarily due to lower administration and management fees.

 

Income Taxes

 

The income tax provision totaled $351,000 for the six months ended June 30, 2015 and $352,000 for the six months ended June 30, 2014.

 

Non-controlling Interest

 

Net operating profits from the non-controlling interest, from the Company's 51% owned subsidiaries, resulted in a reduction of net income of $477,000 and $376,000 for the six months ended June 30, 2015 and 2014, respectively.

 

Net (Loss) Income

 

The Company reported net loss of $46,000 for the six months ended June 30, 2015, or $0.00 per diluted share, compared to a net income of $208,000, or $0.01 per diluted share, for the corresponding period last year.

 

Liquidity and Capital Resources  

 

In the six months ended June 30, 2015, the Company had a net income before non-controlling interest of $431,000.

 

Net cash provided by operating activities was $3.6 million and $552,000 for the six months ended June 30, 2015 and 2014, respectively. The net cash provided by operating activities was primarily due to a decrease in accounts receivable and prepaid expenses, partially offset by a decrease in accounts payable and accrued expenses.

 

Net cash used in investing activities for the six months ended June 30, 2015, and June 30, 2014, was approximately $905,000 and $674,000, respectively. The net cash used in investing activities in 2015 was due to fixed asset additions.

 

Net cash used in financing activities for the six months ended June 30, 2015 was approximately $762,000, compared to net cash provided by financing activities of $2.0 million for the six months ended June 30, 2014. Net cash used in financing activities was primarily a result of payments on lines of credit.

 

The above activity resulted in an increase in cash and cash equivalents for the six months ended June 30, 2015 of $1.3 million.

 

At June 30, 2015, the Company had net working capital of $15.4 million, as compared to net working capital of $16.5 million at December 31, 2014. The Company's current ratio was 2.0 at June 30, 2015, compared to 2.1 at December 31, 2014.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

The Company's accounting policies for financial instruments and disclosures relating to financial instruments require that the Company's consolidated balance sheets include the following financial instruments: cash and cash equivalents, accounts receivable, accounts payable and lines of credit. The Company carries current assets and liabilities at their stated or face amounts in its consolidated financial statements, as the Company believes those amounts approximate the fair value for these items because of the relatively short period of time between origination of the asset or liability and their expected realization or payment. The Company monitors the risks associated with asset and liability positions, as well as interest rates. The Company's investment policy objectives require the preservation and safety of the principal, and the maximization of the return on investment based upon its safety and liquidity objectives.

 

 

SPAR Group, Inc. and Subsidiaries 

 

The Company is exposed to market risk related to the variable interest rate on its lines of credit, both in its United States subsidiaries (i.e., the Domestic Division) and in its International (non-U.S.) subsidiaries (i.e., the International Division). At June 30, 2015, the Company's outstanding lines of credit and other debt totaled approximately $5.8 million, as noted in the table below (in thousands):

 

Location		Variable Interest Rate (1)				US Dollars (2)
United States			2.8	%		$	5,104
International			0.1%-7.2	%			704
						$	5,808

(1)	Based on interest rate at June 30, 2015.

(2)	Based on exchange rate at June 30, 2015.

 

The Company has foreign currency exposure associated with its international subsidiaries. In both 2015 and 2014, these exposures are primarily concentrated in the South African Rand, the Canadian Dollar, the Mexican Peso, the Australian Dollar and the Japanese Yen.

 

Item 4.      Controls and Procedures

 

Management's Report on Internal Control Over Financial Reporting

 

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting for the registrant, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management has designed such internal control over financial reporting by the Company to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.

 

The Company's management has evaluated the effectiveness of the Company's internal control over financial reporting using the "Internal Control – Integrated Framework (1992)" created by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") framework. Based on this evaluation, management has concluded that internal controls over financial reporting were effective as of June 30, 2015.

 

Management's Evaluation of Disclosure Controls and Procedures

 

The Company's chief executive officer and chief financial officer have each reviewed and evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report, as required by Exchange Act Rules 13a-15(b) and Rule 15d-15(b). Based on that evaluation, the chief executive officer and chief financial officer have each concluded that the Company's current disclosure controls and procedures are effective to insure that the information required to be disclosed by the Company in reports it files, or submits under the Exchange Act were recorded, processed, summarized and reported within the time period specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Controls Over Financial Reporting

 

There have been no changes in the Company's internal controls over financial reporting that occurred during the Company's second quarter of its 2015 fiscal year that materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

 

 

SPAR Group, Inc. and Subsidiaries

 

PART II: OTHER INFORMATION

 

Item 1.      Legal Proceedings

 

The Company is a party to various legal actions and administrative proceedings arising in the normal course of business. See Note 9 to Consolidated Financial Statements – Commitments and Contingencies.

 

Item 1A.      Risk Factors

 

Existing Risk Factors

 

Various risk factors applicable to the Company and its businesses are described in Item 1A under the caption "Risk Factors" in SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission (the "SEC") on April 15, 2015 (the "2014 Annual Report"), which risk factors are incorporated by reference into this Quarterly Report. There have been no material changes in the Company's risk factors since those reports.

 

 

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds

 

Item 2(a): The Company approved an extension on their previously reported Stock Repurchase Plan until  August 2018 and increased the total amount that could be purchased to 532,000 shares.

Item 2(b): Not applicable

Item 2(c): Not applicable

 

Item 3.       Defaults upon Senior Securities

 

Item 3(a): Defaults under Indebtedness: None.

Item 3(b): Defaults under Preferred Stock: None.

 

Item 4.       Mine Safety Disclosures

 

Not applicable. 

 

Item 5.       Other Information

 

Not applicable.

 

 

SPAR Group, Inc. and Subsidiaries

 

Item 6.       Exhibits

 

31.1

Certification of the CEO pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as filed herewith.

 

31.2

Certification of the CFO pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as filed herewith.

 

32.1

Certification of the CEO pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as filed herewith.

 

32.2

Certification of the CFO pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as filed herewith.

 

101.INS*

XBRL Instance

 

101.SCH*

XBRL Taxonomy Extension Schema

 

101.CAL*

XBRL Taxonomy Extension Calculation

 

101.DEF*

XBRL Taxonomy Extension Definition

 

101.LAB*

XBRL Taxonomy Extension Labels

 

101.PRE*

XBRL Taxonomy Extension Presentation

 

* XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

SPAR Group, Inc. and Subsidiaries

 

 

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.

 

 

 

Date: August 14, 2015	SPAR Group, Inc., Registrant
	By: /s/ James R. Segreto
	James R. Segreto Chief Financial Officer, Treasurer, Secretary and duly authorized signatory

 

 

28

SPAR Group, Inc. and Subsidiaries

 

EXHIBIT 31.1

 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jill Blanchard, certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q for the six-month period ended June 30, 2015 (this "report"), of SPAR Group, Inc. (the "registrant");

 

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)     Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

 

(d)     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: August 14, 2015

/s/ Jill Blanchard Jill Blanchard President and Chief Executive Officer

 

 

SPAR Group, Inc. and Subsidiaries

 

EXHIBIT 31.2

 

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, James R. Segreto, certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q for the six-month period ended June 30, 2015 (this "report"), of SPAR Group, Inc. (the "registrant");

 

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)     Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

 

(d)     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: August 14, 2015

/s/ James R. Segreto James R. Segreto, Chief Financial Officer, Treasurer and Secretary

 

 SPAR Group, Inc. and Subsidiaries

 

EXHIBIT 32.1

 

Certification of the Chief Executive Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the quarterly report on Form 10-Q for the six-month period ended June 30, 2015 (this "report"), of SPAR Group, Inc. (the "registrant"), the undersigned hereby certifies that, to her knowledge:

 

1.	The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

 

2.	The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

 

 

/s/ Jill Blanchard Jill Blanchard President and Chief Executive Officer August 14, 2015

 

A signed original of this written statement required by Section 906 has been provided to SPAR Group, Inc. and will be retained by SPAR Group, Inc., and furnished to the Securities and Exchange Commission or its staff upon request. 

 

 SPAR Group, Inc. and Subsidiaries

 

EXHIBIT 32.2

 

Certification of the Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

 

In connection with the quarterly report on Form 10-Q for the six-month period ended June 30, 2015 (this "report"), of SPAR Group, Inc. (the "registrant"), the undersigned hereby certifies that, to his knowledge:

 

1.	The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

 

2.	The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

 

/s/ James R. Segreto James R. Segreto Chief Financial Officer, Treasurer and Secretary August 14, 2015

 

A signed original of this written statement required by Section 906 has been provided to SPAR Group, Inc. and will be retained by SPAR Group, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.