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sgrp20200330_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 27, 2020

 

SPAR Group, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

(State or Other Jurisdiction

of Incorporation)

0-27408 

(Commission

File No.)

33-0684451

(IRS Employer

Identification No.)

 

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

10604

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (248) 364-7727


(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value

 

SGRP

 

The NASDAQ Stock Market LLC

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

 

 

 

 

Item 2.02 .  Results of Operations and Financial Condition.

 

On March 27, 2020, we, SPAR Group, Inc. ("SGRP" or the "Registrant"), and its subsidiaries (together with SGRP, "we", "our" or the "Company"), issued a press release (the "Release") dated March 27, 2020, reporting our financial results for our year ended on December 31, 2019.

 

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

 

Item 7.01 Regulation FD Disclosure.

 

The information set forth under Item 2.02 above is hereby incorporated by reference into this Item 7.01

 

 

Forward Looking Statements

 

This Press Release contains and the above referenced recorded comments will contain "forward-looking statements" made by SPAR Group, Inc. ("SGRP", and together with its subsidiaries, the "SPAR Group" or the "Company"), will be filed shortly in a Current Report on Form 10-K 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 the year ended December 31, 2019 (the "2019 Annual Report"), which will be filed shortly with the SEC, SGRP's Definitive Proxy Statement and Information Statement on Schedules 14A and 14C, respectively, respecting the unilateral election of Robert G. Brown as a SGRP Director by written consents and SGRP's Special Meeting of Stockholders to held on April 23, 2020 (the "Proxy/Information Statement"), which will be filed shortly with the SEC, SGRP's Definitive Proxy Statement on Schedule 14A for the registrant's 2020 Annual Meeting of Stockholders scheduled to be held on May 13, 2020 (the "2020 Proxy Statement"), which will be filed shortly with the SEC, SGRP's Annual Report on Form 10-K/A for the year ended December 31, 2018 (the "2018 Annual Report"), which was filed by SGRP with the SEC on April 24, 2019, and SGRP's definitive Proxy Statement respecting its Annual Meeting of Stockholders held on May 15, 2019 (the "2019 Proxy Statement"), which SGRP filed with the SEC on April 29, 2019, and SGRP's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and statements as and when filed with the SEC (including the 2019 Annual Report, the Proxy/Information Statement, the 2020 Proxy Statement, 2018 Annual Report and the 2019 Proxy Statement, each an "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 2019 Annual Report includes a new Risk Factor respecting the coronavirus: Any outbreaks or rapid spread of such a contagious disease, or the fear of it, could significantly disrupt the retail operations of or the global and domestic supply chains for our customers, and our work for them, and could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could materially and adversely affect retail business and demand. Any of those events may change or disrupt the needs or demands of the Company's customers and could have a material and adverse effect on the Company or its business, performance or condition. See Risk Factors in the 2019 Annual Report.

 

The forward-looking statements made by the Company in this Press Release may include (without limitation) any expectations, guidance or other information respecting the pursuit or achievement of the Company's corporate strategic objectives (growth, customer value, employee development, greater productivity & efficiency, and earnings per share), building upon the Company's strong foundation, leveraging compatible global opportunities, growing the Company’s client base and contacts, continuing to strengthen the Company’s balance sheet, growing revenues and improving profitability through organic growth, new business developments and strategic acquisitions, and continuing to control costs. The Company's forward-looking statements also include, in particular and without limitation, those made in "Business", "Risk Factors", "Legal Proceedings", and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2019 Annual Report and 2018 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", "plan", "project" or similar words or variations or negatives of those words.

 

 

 

 

-1-

 

You should carefully consider (and not place undue reliance on) the Company's forward-looking statements, risk factors and the other risks, cautions and information made, contained or noted in or incorporated by reference into this Press Release, the 2019 Annual Report, the 2018 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, clients, 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, anticipated, estimated or otherwise expected by the Company (collectively, "expectations") and described in the information in the Company's forward-looking and other statements, whether express or implied. Although the Company believes them to be reasonable, those expectations involve known and unknown risks, uncertainties and other unpredictable factors (many of which are beyond the Company's control) that could cause those expectations to fail to occur or be realized or such actual performance or condition to be materially and adversely different from the Company's expectations. In addition, new risks and uncertainties arise from time to time, and it is impossible for the Company to predict these matters or how they may arise or affect the Company. Accordingly, the Company cannot assure you that its expectations will be achieved in whole or in part, that the Company has identified all potential risks, or that the Company can successfully avoid or mitigate such risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in SGRP's Common Stock.

 

You should carefully review the risk factors described in the 2019 Annual Report and 2018 Annual Report (See Item 1A – Risk Factors) and any other risks, cautions or information made, contained or noted in or incorporated by reference into the 2019 Annual Report, the 2018 Annual Report, the Proxy Statement or other applicable SEC Report. All forward-looking and other statements or information attributable to the Company or persons acting on its behalf are expressly subject to and qualified by all such risk factors and other risks, cautions and information.

 

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

 

 

 

-2-

 

Item 9.01.          Financial Statements and Exhibits.

 

(a)     Exhibits:

 

99.1     Press Release of the Registrant dated March 27, 2020.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

SPAR Group, Inc.

 

Date:      April 2, 2020

 

 

 

 

By:

/s/ James R. Segreto

 

 

 

James R. Segreto, Chief Financial Officer

 

 

 

 

 

 

 

-3-

 

ex_179563.htm

Exhibit 99.1

 

 

SPAR Group Announces Financial Results for the Fourth Quarter and Twelve Months Ended

December 31, 2019

 

WHITE PLAINS, N.Y., March 27, 2020 (GLOBE NEWSWIRE) -- SPAR Group, Inc. (Nasdaq: SGRP), a leading supplier of retail merchandising, business technology and other marketing services in 10 countries throughout North America, Latin America, Asia Pacific and Africa, today announced financial results for the three- and twelve-month periods ended December 31, 2019.

 

Highlights for the three- and twelve-month periods ended December 31, 2019, as compared to the same periods during the prior year include the following:

 

Revenue for the fourth quarter of 2019 increased $4.1 million, or 7.1 percent, to $61.1 million. International operations increased $4.2 million year-over-year, primarily due to Brazil, Mexico, and South Africa.

 

Revenue for the twelve-month period ended December 31, 2019 increased $23.7 million, or 10.3 percent, to $252.9 million. Domestic operations contributed $10.7 million of the year-over-year revenue growth, due primarily to an increase in project revenue. International operations contributed $13.0 million of the increase, driven primarily by the growth in Brazil, Mexico, Canada and Japan.

 

Operating income for the fourth quarter of 2019 decreased $728,000 to $1.2 million, compared to $1.9 million for the same period last year.

 

Operating income for the twelve-month period ended December 31, 2019 more than doubled to $10.2 million, an increase of $6.5 million. The increase was driven by strong performance by both domestic and international operations.

 

Net loss attributable to SPAR Group for the fourth quarter of 2019 was $(626,000), or $(0.03) per share, compared to a net loss of $(534,000), or $(0.03) per share, during the fourth quarter of 2018.

 

Net income attributable to SPAR Group for the twelve-month period ended December 31, 2019 was $2.4 million, or $0.12 per diluted share, compared to a net loss of $(1.6 million), or $(0.07) per diluted share, during the same period last year.

 

As highlighted in the GAAP reconciliation table below, the Company incurred significant non-cash and one-time charges during 2018. Excluding non-cash and one-time charges, non-GAAP net income attributable to SPAR Group during 2018 was approximately $1.3 million or $0.06 per diluted share.

 

 

Financial Results by Geography (in 000's, except per share data)

 

   

Three Months Ended December 31,

   

%

Twelve Months Ended December 31,

   

%

 

Revenue:

 

2019

   

2018

   

Change

   

2019

   

2018

   

Change

 

International

  $ 43,476     $ 39,289     10.7%     $ 162,156     $ 149,142     8.7%  

Domestic

    17,577       17,711    

nmf

      90,720       80,049     13.3%  

Total

  $ 61,053     $ 57,000     7.1%     $ 252,876     $ 229,191     10.3%  

 

-1-

 

   

Three Months Ended December 31,

   

%

   

Twelve Months Ended December 31,

   

%

 

Operating Income/(Loss):

 

2019

   

2018

   

Change

   

2019

   

2018

   

Change

 

International

  $ 3,000     $ 3,320     (9.7%)     $ 7,373     $ 6,272     17.6%  

Domestic

    (1,816 )     (1,408 )  

nmf

      2,818       (2,543 )  

nmf

 

Total

  $ 1,184     $ 1,912     (38.1%)     $ 10,191     $ 3,729     173.3%  

 

 

   

Three Months Ended December 31,

         

Twelve Months Ended December 31,

       

Net income (loss):

 

2019

   

2018

         

2019

   

2018

       

International

  $ 905     $ 821     10.1%     $ 1,764     $ 1,529     16.5%  

Domestic

    (1,531 )     (1,355 )  

nmf

      655       (3,080 )  

nmf

 

Total

  $ (626 )   $ (534 )  

nmf

    $ 2,419     $ (1,551 )  

nmf

 
                                             
Earnings Per Basic Share:   $ (0.03 )   $ (0.03 )         $ (0.12 )   $ (0.07 )      

 

 

“We delivered across-the-board improvement in financial results during 2019, with solid top-line organic growth, as well as a significant improvement in profitability both domestically and internationally. Greater operating efficiencies, operating leverage and disciplined cost control resulted in 18% growth in international profitability and restored meaningful profitability to our domestic operations. Domestic revenue benefited from new customer acquisitions, as well as growth from existing accounts. The increase in international revenue was led by strong organic growth in Brazil, and continued strength in Mexico, Canada and Japan,” said Chief Executive Officer, Christiaan Olivier. “We started 2020 with continued momentum domestically and internationally and a strong pipeline of new business opportunities. However, we expect the rapidly evolving coronavirus situation to negatively affect our second quarter financial results as project work shifts to the second half of 2020. The wellbeing of our customers, staff and field teams are a top priority and we are prepared to take appropriate action as conditions require. While it is too early to determine the financial impact of the outbreak, we are bidding on new business in support of essential retailers, which we expect to partially offset a slowdown in project work. In addition, we believe a large portion of delayed project work will still be performed during the second half of the year, and I would note that our operating model has a relatively variable cost structure and affords us the ability to adapt quickly to changes in the market.”

 

 

Margin Profile by Geography

Gross Margin:

   

Three Months Ended December 31,

   

Basis

Point

   

Twelve Months Ended December 31,

   

Basis

Point

 
   

2019

   

2018

   

Change

   

2019

   

2018

   

Change

 

International

    20.2%       22.4%     (220)       17.2%       17.1%     10  

Domestic

    18.7%       19.6%     (90)       23.5%       23.5%     -  

Total

    19.7%       21.5%     (180)       19.5%       19.3%     20  

 

 

Operating Income as a % of Sales

   

Three Months Ended December 31,

   

Basis

Point

   

Twelve Months Ended December 31,

   

Basis Point

 
   

2019

   

2018

   

Change

   

2019

   

2018

   

Change

 

International

    6.9%       8.5%     (160)       4.6%       4.2%     40  

Domestic

    (10.4%)       (8.0%)     (240)       3.1%       (3.2%)     590  

Total

    1.9%       3.4%     (150)       4.0%       1.6%     240  

 

International gross profit margin for the three- and twelve-month periods ended December 31, 2019 was 20.2% and 17.2%, respectively, compared to 22.4% and 17.1% for the same periods in 2018. For the twelve-month period ended December 31, 2019, the international subsidiaries, Japan, Australia, and India experienced favorable gross margin improvement year over year, while all other international subsidiaries experienced some gross margin pressure compared to the same period last year.

 

-2-

 

Domestic gross profit margin for the three-month period ended December 31, 2019, was 18.7% compared to 19.6% for the same period in 2018. The year-over-year decrease in domestic gross profit margin was directly attributable to an unfavorable mix in lower gross margin project work. For the twelve-month period ended December 31, 2019, domestic gross profit margin remained relatively consistent year over year.

 

Balance Sheet as of December 31, 2019

 

As of December 31, 2019, cash and cash equivalents totaled $10.5 million. Working capital was $17.4 million and current ratio was 1.4 to 1. Total current assets and total assets were $64.0 million and $81.3million, respectively. Total liabilities were $50.0 million and total equity was $31.4 million as of December 31, 2019.

 

Non-GAAP Financial Measures & Key Metrics

In addition to disclosing financial measures prepared in accordance with GAAP, this press release and the accompanying tables contain certain non-GAAP financial measures.

 

Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. SPAR Group considers these non-GAAP financial measures to be important because they provide useful indicators of its performance and liquidity measures. These are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operational plans. In addition, investors often use similar measures to evaluate the performance of a company. Non-GAAP financial measures are presented for supplemental informational purposes only for understanding the company’s operating performance. The non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from non-GAAP financial measures presented by other companies. The GAAP financial measure most directly comparable to each non-GAAP financial measure used or discussed, and a reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, are included in this press release after the consolidated financial statements.

 

Non-GAAP Net Income is defined as Net Income (loss) adjusted by removing the impact of one-time non-recurring charges.

 

 

About SPAR Group

 

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

 

-3-

 

Forward-Looking Statements

 

This Press Release contains and the above referenced recorded comments will contain "forward-looking statements" made by SPAR Group, Inc. ("SGRP", and together with its subsidiaries, the "SPAR Group" or the "Company"), will be filed shortly in a Current Report on Form 10-K 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 the year ended December 31, 2019 (the "2019 Annual Report"), which will be filed shortly with the SEC, SGRP's Annual Report on Form 10-K/A for the year ended December 31, 2018 (the "2018 Annual Report"), which was filed by SGRP with the SEC on April 24, 2019, and SGRP's definitive Proxy Statement respecting its Annual Meeting of Stockholders held on May 15, 2019 (the "Proxy Statement"), which SGRP filed with the SEC on April 29, 2019, and SGRP's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and statements as and when filed with the SEC (including the 2019 Annual Report, 2018 Annual Report and the Proxy Statement, each an "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 2019 Annual Report includes a new Risk Factor respecting the coronavirus: Any outbreaks or rapid spread of such a contagious disease, or the fear of it, could significantly disrupt the retail operations of or the global and domestic supply chains for our customers and our work for them and could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect retail demand. Any of those events may change or disrupt the needs or demands of the Company's customers and could have a material and adverse effect on the Company or its performance or condition. See Risk Factors in the 2019 Annual Report.

 

The forward-looking statements made by the Company in this Press Release may include (without limitation) any expectations, guidance or other information respecting the pursuit or achievement of the Company's corporate strategic objectives (growth, customer value, employee development, greater productivity & efficiency, and earnings per share), building upon the Company's strong foundation, leveraging compatible global opportunities, growing the Company’s client base and contacts, continuing to strengthen the Company’s balance sheet, growing revenues and improving profitability through organic growth, new business developments and strategic acquisitions, and continuing to control costs. The Company's forward-looking statements also include, in particular and without limitation, those made in "Business", "Risk Factors", "Legal Proceedings", and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2019 Annual Report and 2018 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", "plan", "project" or similar words or variations or negatives of those words.

 

You should carefully consider (and not place undue reliance on) the Company's forward-looking statements, risk factors and the other risks, cautions and information made, contained or noted in or incorporated by reference into this Press Release, the 2019 Annual Report, the 2018 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, clients, 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, anticipated, estimated or otherwise expected by the Company (collectively, "expectations") and described in the information in the Company's forward-looking and other statements, whether express or implied. Although the Company believes them to be reasonable, those expectations involve known and unknown risks, uncertainties and other unpredictable factors (many of which are beyond the Company's control) that could cause those expectations to fail to occur or be realized or such actual performance or condition to be materially and adversely different from the Company's expectations. In addition, new risks and uncertainties arise from time to time, and it is impossible for the Company to predict these matters or how they may arise or affect the Company. Accordingly, the Company cannot assure you that its expectations will be achieved in whole or in part, that the Company has identified all potential risks, or that the Company can successfully avoid or mitigate such risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in SGRP's Common Stock.

 

You should carefully review the risk factors described in the 2019 Annual Report and 2018 Annual Report (See Item 1A – Risk Factors) and any other risks, cautions or information made, contained or noted in or incorporated by reference into the 2019 Annual Report, the 2018 Annual Report, the Proxy Statement or other applicable SEC Report. All forward-looking and other statements or information attributable to the Company or persons acting on its behalf are expressly subject to and qualified by all such risk factors and other risks, cautions and information.

 

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

 

Company Contact:

James R. Segreto

Chief Financial Officer

SPAR Group, Inc.

(248) 364-7727

 

Investor Contact:

Dave Mossberg

Three Part Advisors

(817) 310-0051

 

-4-

 

SPAR Group, Inc. and Subsidiaries

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

 (In thousands, except share and per share data) 

 

 

   

Three Months Ended

December 31,

   

Twelve Months Ended

December 31,

 
   

2019

   

2018

   

2019

   

2018

 
Net revenues   $ 61,053     $ 57,000     $ 252,876     $ 229,191  

Cost of revenues

    49,010       44,750       203,626       184,904  

Gross profit

    12,043       12,250       49,250       44,287  
                                 

Selling, general and administrative expenses

    10,230       8,879       36,869       34,188  

Settlement and other charges

    -       945       -       4,261  

Depreciation and amortization

    627       514       2,190       2,109  

Operating income

    1,186       1,912       10,191       3,729  
                                 

Interest expense

    441       209       1,046       1,095  

Other expense (income), net

    2       8       (266 )     (406 )

Income before income tax expense

    743       1,695       9,411       3,040  
                                 

Income tax expense

    833       1,067       3,578       1,402  

Net (loss) income

    (90 )     628       5,833       1,638  

Net income attributable to non-controlling interest

    (534 )     (1,162 )     (3,414 )     (3,189 )

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

  $ (624 )   $ (534 )   $ 2,419     $ (1,551 )

Basic and diluted net (loss) income per common share:

  $ (0.03 )   $ (0.03 )   $ 0.12     $ (0.07 )
                                 

Weighted average common shares – basic

    21,098       20,160       20,916       20,684  
                                 

Weighted average common shares – diluted

    21,184       21,160       21,157       20,684  
                                 

Net (loss) income

  $ (90 )   $ 628     $ 5,833     $ 1,638  

Other comprehensive loss:

                               

Foreign currency translation adjustments

    1,191       178       547       (3,284 )

Comprehensive income (loss)

    1,101       806       6,380       (1,646 )

Comprehensive income attributable to non-controlling interest

    (1,316 )     (1,444 )     (3,939 )     (1,837 )

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

  $ (215 )   $ (638 )   $ 2,441     $ (3,483 )

 

-5-

 

SPAR Group, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data)

 

   

December 31,

2019

   

December 31,
201
8

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 10,458     $ 7,111  

Accounts receivable, net

    51,095       46,142  

Prepaid expenses and other current assets

    2,404       1,879  

Total current assets

    63,957       55,132  

Property and equipment, net

    2,848       2,950  

Operating lease right-of-use assets

    4,948       -  

Goodwill

    3,784       3,788  

Intangible assets, net

    2,796       3,332  

Deferred income taxes

    1,883       2,568  

Other assets

    1,115       1,325  

Total assets

  $ 81,331     $ 69,095  
                 

Liabilities and equity

               

Current liabilities:

               

Accounts payable

  $ 11,049     $ 8,668  

Accrued expenses and other current liabilities

    18,493       18,168  

Due to affiliates

    4,645       4,645  

Customer incentives and deposits

    594       620  

Lines of credit and short-term loans

    8,932       10,414  

Current portion of operating lease liabilities

    2,828       -  

Total current liabilities

    46,541       42,515  

Operating lease liabilities, less current portion

    2,120       -  

Long-term debt and other liabilities

    1,300       1,806  

Total liabilities

    49,962       44,321  
                 

Equity:

               

SPAR Group, Inc. equity

               

Preferred stock, $.01 par value:

               

Authorized and available shares– 2,445,598

               

Issued and outstanding shares–

               

None – December 31, 2019, and December 31, 2018

           

Common stock, $.01 par value:

               

Authorized shares – 47,000,000

               

Issued shares – 21,102,335 shares – December 31, 2019, and 20,784,483 shares – December 31, 2018

    211       208  

Treasury stock, at cost 1,697 shares – December 31, 2019, and  7,895 shares – December 31, 2018

    (2 )     (8 )

Additional paid-in capital

    16,511       16,304  

Accumulated other comprehensive loss

    (3,598 )     (3,638 )

Retained earnings

    5,833       3,432  

Total SPAR Group, Inc. equity

    18,955       16,298  

Non-controlling interest

    12,415       8,476  

Total equity

    31,370       24,774  

Total liabilities and equity

  $ 81,331     $ 69,095  

 

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GAAP to Non-GAAP Reconciliation (In thousands, except per share data)

 
   

Twelve Months

Ended

   

Twelve Months

Ended

 

Net income (loss):

 

31-Dec-19

   

31-Dec-18

 

GAAP net income (loss)

  $ 2,419     $ (1,551 )

One Time Charges

            3,780  

Tax Provision impact

            (900 )

Total non-GAAP net income

          $ 1,329  
                 

Non-GAAP Earnings Per Basic and Diluted share:

  $ 0.12     $ 0.06  

 

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