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sgrp20221114_8k.htm
false 0001004989 0001004989 2022-11-14 2022-11-14
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 14, 2022
 
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.)
         
 
1910 Opdyke Court, Auburn Hills, MI 48326
(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)
 
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))
 
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
 
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.         ☐
 
 

 
SPAR Group, Inc. ("SGRP" or the "Corporation", and together with its subsidiaries, the "Company" or "SPAR Group") has listed its shares of Common Stock (the "SGRP Shares") for trading through the Nasdaq Stock Market LLC ("Nasdaq") under the trading symbol "SGRP" and periodically files reports with the Securities and Exchange Commission ("SEC").
 
Item 2.02         Results of Operations and Financial Condition.
 
On November 14, 2022, the Company announced financial results for the third quarter ended September 30, 2022. A copy of the press release announcing this event is included in this Form 8-K as Exhibit 99.1.
 
Forward Looking Statements
 
This Current Report contains "forward-looking statements" within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, made by, or respecting, the Company, and this Current Report has been filed by the Corporation with the SEC. "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 the Exchange Act, "Securities Laws").
 
All statements (other than those that are purely historical) are forward-looking statements. Words such as "may," "will," "expect," "intend," "believe," "estimate," "anticipate," "continue," "plan," "project," or the negative of these terms or other similar expressions also identify forward-looking statements. Forward-looking statements made by the Corporation in this Current Report may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors ("Risks") such as (among other things) the impact of the strategic review process or any resulting action or inaction, the impact of adding new directors to the Board, the potential negative effects of any stock issuance and/or payment, the potential negative effects of the novel coronavirus and COVID-19 pandemic on the Company's business, the Corporation's compliance with applicable Nasdaq Audit Committee and director independence rules, the Company's cash flow or financial condition, or the pursuit or achievement of the Company's corporate objectives.
 
You should carefully review and consider the Company's forward-looking statements (including all risk factors and other cautions and uncertainties) and other information made, contained or noted in or incorporated by reference into this Current Report, but you should not place undue reliance on any of them. The results, actions, levels of activity, performance, achievements or condition of the Company (including its affiliates, 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) and other events and circumstances planned, intended, anticipated, estimated or otherwise expected by the Company (collectively, " Expectations"), and our forward-looking statements (including all Risks) and other information reflect the Company's current views about future events and circumstances. Although the Company believes those Expectations and views are reasonable, the results, actions, levels of activity, performance, achievements or condition of the Company or other events and circumstances may differ materially from our Expectations and views, and they cannot be assured or guaranteed by the Company, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Company's control). In addition, new Risks 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 it has identified all potential Risks, or that it can successfully avoid or mitigate such Risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in the Company's common stock.
 
These forward-looking statements reflect the Company's Expectations, views, Risks and assumptions only as of the date of this Current Report, and the Company does not intend, assume any obligation, or promise to publicly update or revise any forward-looking statements (including any Risks or Expectations) or other information (in whole or in part), whether as a result of new information, new or worsening Risks or uncertainties, changed circumstances, future events, recognition, or otherwise.
 
Item 9.01.         Financial Statements and Exhibits.
 
(d)           Exhibits:
 
99.1         Press Release announcing earnings for the Company for the third quarter ended September 30, 2022.
 
104         Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
SPAR Group, Inc.
Date: November 15, 2022
By:
/s/ Fay DeVriese
Fay DeVriese, Chief Financial Officer
Treasurer and Secretary
 
 
 
 
ex_447043.htm

Exhibit 99.1

 

https://cdn.kscope.io/ef699b9a3dc926cb1dd080efd4f1d834-spar.jpg

SPAR Group, Inc. Reports Fiscal 2022 Third Quarter Results

 

November 14, 2022

 

Quarterly Net Revenues $69.8 million, Up 3.6% or 7.2% Adjusted for Constant Currency

 

Growth Reflects Strong Americas Business Fueled by In-Store Merchandising and Store Remodel Business

 

AUBURN HILLS, Mich., Nov. 14, 2022 /PRNewswire/ -- SPAR Group, Inc. (NASDAQ: SGRP) ("SPAR", "SPAR Group" or the "Company"), a leading global provider of merchandising, marketing, and distribution services today reported financial and operating results for the third quarter and

nine-month period ended September 30, 2022.

 

Mike Matacunas, the Company's President and Chief Executive Officer, commented, "I am pleased with our revenue growth and continued gross profit performance. Our focus on the core business resulted in the U.S. merchandising business and remodel businesses growth of 15% and 62%, respectively, over last year. In addition, revenues in our two largest international businesses in Brazil and South Africa are up 13% and 8%, respectively, in constant currency. It is clear that our clients are responding to our efforts and awarding us a larger share of their business and overall market. The team is energized.

 

"Like all global companies, we are carefully monitoring our businesses in Asia Pacific, especially China, as the local Covid policies are different than in other parts of the world. Notwithstanding one-time expenses related to our strategic alternatives' initiative, as well as APAC's headwinds, I expect these to be temporary in nature, and we remain committed to driving greater profitability and bottom-line performance.

 

"I am enthusiastic about the balance of this year and bullish about our opportunities for 2023. I would like to thank all of our team, especially those in the field, for their dedication to SPAR and the work that they do every day for our clients. As our clients bring us more opportunity, we have more to do," concluded Matacunas.

 

Third Quarter 2022 Financial Results

 

Net revenues were $69.8 million, comprised of $53.7 million from Americas (77%) and $8.9 million from EMEA (13%), and $7.1 million from APAC (10%). Total net revenue increased by 3.6% (up 7.2% on a constant currency basis), Americas increased over the prior year by 7.8% (up 8.1% on a constant currency basis), EMEA decreased by 7.3% (up 8.3% on a constant currency basis), and APAC decreased by 9.8% (up 0.4% on a constant currency basis) from the prior year quarter.

 

Gross profit was $12.8 million, or 18.4% of revenues, compared to $12.6 million, or 18.7% of revenues, in the prior year quarter.

 

Selling, general and administrative (SG&A) expenses were $10.6 million, or 15.2% of revenues, compared to $9.4 million, or 14.0% of revenues, in the prior year quarter. SG&A increases were primarily due to increased marketing and non-capital IT investments, as well as consulting and Board-related fees.

 

Operating income was $1.7 million versus operating income of $2.7 million from the prior year quarter, which was impacted by items mentioned earlier.

 

Net loss attributable to SPAR Group, Inc. was $32 thousand, or $0.00 per share, compared to net income attributable to SPAR Group Inc. of $1.2 million, or $0.06 per share, in the year ago quarter. Adjusted net income attributable to SPAR Group, Inc. (1) in the quarter was $212 thousand, or

$0.01 per share, compared to $1.4 million, or $0.07 per share, in the year ago quarter.

 

Consolidated Adjusted EBITDA (1) in the 2022 quarter was $2.5 million, compared to $3.5 million in the prior year. Adjusted EBITDA attributable to SPAR Group, Inc. (1) in the 2022 quarter was $1.2 million, compared to $2.4 million in the prior year.

 

 

(1)

Adjusted Net income attributable to SPAR Group, Inc. and Adjusted Diluted earnings per share attributable to SPAR Group, Inc., and Adjusted EBITDA are non-GAAP financial measure as defined and reconciled below.

 

Note: We report non‑GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled "Statement Regarding Use of Non‑GAAP Financial Measures" for an explanation of non‑GAAP measures, and the table entitled "GAAP to Non‑GAAP Reconciliation" for a reconciliation of GAAP to non‑GAAP measures.

 

First Nine Months 2022 Financial Results

 

Net revenues were $196.6 million, comprised of $150.0 million from Americas (76%) and $27.3 million from EMEA (14%), and $19.4 million from APAC (10%). Total net revenue increased by 0.5% (up 1.5% on a constant currency basis), the Americas revenues increased by 2.6% (up 1.2% on a constant currency basis), EMEA increased by 5.3% (up 15.1% on a constant currency basis), and APAC decreased by 17.9% (down 11.7% on a constant currency basis), all compared to the prior year nine months.

 

Gross profit was $37.6 million, or 19.1% of revenues, compared to $36.8 million, or 18.8% of revenues, in the prior year.

 

Selling, general and administrative (SG&A) expenses were $30.0 million, or 15.2% of revenues, compared to $28.0 million, or 14.3% of revenues, in the prior year period.

 

Operating income was $6.1 million versus operating income of $7.3 million from the prior year nine months.

 

 

 

Net income attributable to SPAR Group, Inc. was $1.8 million, or $0.08 per share, compared to $2.6 million, or $0.12 per share, in the nine months of 2021. Adjusted net income attributable to SPAR Group, Inc. (1) in the first nine months was $2.0 million, or $0.09 per share, compared to $3.2 million, or $0.15 per share, in the year ago period.

 

Consolidated Adjusted EBITDA (1) in the 2022 first nine months was $7.9 million, compared to $9.7 million in the prior year period. Adjusted EBITDA attributable to SPAR Group, Inc. (1) in the 2022 first nine months was $4.9 million, compared to $6.5 million in the prior year period.

 

 

(1)

Adjusted Net income attributable to SPAR Group, Inc. and Adjusted Diluted earnings per share attributable to SPAR Group, Inc., and Adjusted EBITDA are non-GAAP financial measure as defined and reconciled below.

 

Note: We report non‑GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled "Statement Regarding Use of Non‑GAAP Financial Measures" for an explanation of non‑GAAP measures, and the table entitled "GAAP to Non‑GAAP Reconciliation" for a reconciliation of GAAP to non‑GAAP measures.

 

Financial Position as of September 30, 2022

 

The Company's total worldwide liquidity at the end of the third quarter was $15.3 million, with $12.1 million in cash, cash equivalents and restricted cash and $3.2 million of unused availability as of September 30, 2022. For the nine months ended September 30, 2022, net cash used in operating activities was $4.2 million and was primarily due increases in working capital and higher withholding tax assets related to Brazil. The Company ended the period with positive net working capital of $24.7 million at September 30, 2022.

 

Conference Call

 

The Company will conduct a conference call today at 10:00 a.m. Eastern Time to discuss financial and operating results for the third quarter and nine months ended September 30, 2022. To access the call, live by phone, dial 1-833-630-1542 (Domestic), 1-412-317-1821 (International) and ask for the SPAR Group call at least 10 minutes prior to the start time. A telephonic replay will be available through November 21, 2022, by calling 1-877-344-7529 using passcode ID 3284027#. A webcast of the call will also be available live and for later replay on the Company's Investor Relations website at https://investors.sparinc.com/events-and-presentations.

 

About SPAR Group, Inc.

 

SPAR Group is a leading global merchandising and marketing services company, providing a broad range of services to retailers, manufacturers, and distributors around the world. With more than 50 years of experience, 25,000+ merchandising specialists around the world, an average of 200,000+ store visits a week and long-term relationships with some of the world's leading manufacturers and retail businesses, we provide specialized capabilities across more than nine countries. Our unique combination of scale, merchandising and marketing expertise, combined with our unwavering commitment to excellence, separate us from the competition. For more information, please visit the SPAR Group's website at http://www.sparinc.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Press Release contains, and the above referenced recorded comments, will contain "forward-looking statements" within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, made by, or respecting, SPAR Group, Inc. ("SGRP") and its subsidiaries (together with SGRP, "SPAR", "SPAR Group" or the "Company"), filed in a Current Report on Form 10-Q by SGRP with the Securities and Exchange Commission (the "SEC") on November 15, 2021. There also are forward-looking statements contained in SGRP's Annual Report on Form 10-K for its fiscal year ended December 31, 2021, as filed with the SEC on April 15, 2022, and SGRP's First Amendment to Annual Report on Form 10-K/A for the year ended December 31, 2020, as filed with the SEC on May 2, 2022 (as so amended, the "Annual Report"), in SGRP's amended definitive Proxy Statement respecting its Annual Meeting of Stockholders held on August 12, 2021, which SGRP filed with the SEC on July 20, 2021 (the "Proxy Statement"), and the 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 Quarterly Report, the Annual Report and the Proxy Statement, the Information Statement, the Second Special Meeting Proxy/Information 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, the "Securities Laws").

 

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. 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 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 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 expressed 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 also 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 the Annual Report, the Proxy Statement or other applicable SEC Report. All forward-looking and other statements or information attributable to the Company or persons acting on its behalf are expressly subject to and qualified by all such risk factors and other risks, cautions and information.

 

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

 

Company Contact:

SPAR Group, Inc.

Fay DeVriese, Chief Financial Officer

Tel: 248-364-8450

 

Investor Relations Contact:

Three Part Advisors, LLC

Sandy Martin / Phillip Kupper

Tel: 214-616-2207 or 817-778-8339

 

- Financial Statements Follow

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(unaudited)

(In thousands, except share and per share data)

 

    Three Months Ended     Nine Months Ended  
    September 30,      September 30,   
   

2022

   

2021

   

2022

   

2021

 

Net revenues

  $ 69,832     $ 67,423     $ 196,626     $ 195,696  

Related party - cost of revenues

    2,535       2,109       7,201       5,952  

Cost of revenues

    54,457       52,704       151,806       152,869  

Gross profit

    12,840       12,610       37,619       36,875  

Selling, general and administrative expense

    10,614       9,426       29,952       28,020  

Depreciation and amortization

    506       509       1,524       1,573  

Operating income

    1,720       2,675       6,143       7,282  

Interest expense

    270       124       595       402  

Other income, net

    (126 )     (137 )     (363 )     (208 )

Income before income tax expense

    1,576       2,688       5,911       7,088  
                                 

Income tax expense

    676       549       1,942       2,036  

Net income

    900       2,139       3,969       5,052  

Net income attributable to non-controlling interest

    (932 )     (959 )     (2,180 )     (2,441 )

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

  $ (32 )   $ 1,180     $ 1,789     $ 2,611  

Basic and diluted income (loss) per common share:

  $ (0.00 )   $ 0.06     $ 0.08     $ 0.12  

Weighted average common shares – basic

    22,227       21,295       21,873       21,248  

Weighted average common shares – diluted

    22,227       21,589       22,010       21,592  

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

(In thousands, except share and per share data)

 

   

September 30,

2022

   

December 31,

2021

 
Assets                
Current assets:                

Cash, cash equivalents and restricted cash

  $ 12,121     $ 13,473  

Accounts receivable, net

    66,499       54,171  

Prepaid expenses and other current assets

    7,688       4,382  

Total current assets

    86,308       72,026  

Property and equipment, net

    2,970       2,929  

Operating lease right-of-use assets

    1,192       1,781  

Goodwill

    4,169       4,166  

Intangible assets, net

    2,109       2,295  

Deferred income taxes

    5,256       4,468  

Other assets

    2,200       1,351  

Total assets

  $ 104,204     $ 89,016  

Liabilities and equity

               

Current liabilities:

               

Accounts payable

  $ 12,640     $ 8,943  

Accrued expenses and other current liabilities

    23,783       22,031  

Due to affiliates

    2,979       3,270  

Customer incentives and deposits

    2,761       3,901  

Lines of credit and short-term loans

    18,905       11,042  

Current portion of operating lease liabilities

    509       1,019  

Total current liabilities

    61,577       50,206  

Operating lease liabilities, less current portion

    683       762  

Long-term debt and other liabilities

    2,084       700  

Total liabilities

    64,344       51,668  

Commitments and contingencies – See Note 8

               

Equity:

               

SPAR Group, Inc. equity

               

Preferred stock, Series - A, $.01 par value: Authorized shares– 2,445,598 Issued and outstanding shares – None – Balance at September 30, 2022 and December 31, 2021

    -       -  

Preferred stock, Series - B. $.01 par value: Authorized shares– 2,000,000; Issued shares – 1,017,113 – Balance at September 30, 2022 and none at December 31, 2021

    11       -  

Common stock, $.01 par value: Authorized shares – 47,000,000; Issued shares – 22,681,599 – Balance at September 30, 2022, and 21,320,414 – December 31, 2021

    227       213  

Treasury stock, at cost 201,980 shares – Balance at September 30, 2022 and 54,329 shares – Balance at December 31, 2021

    (285 )     (104 )

Additional paid-in capital

    20,951       17,231  

Accumulated other comprehensive loss

    (6,174 )     (5,028 )

Retained earnings

    9,228       7,439  

Total SPAR Group, Inc. equity

    23,958       19,751  

Non-controlling interest

    15,902       17,597  

Total equity

    39,860       37,348  

Total liabilities and equity

  $ 104,204     $ 89,016  

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited)

(In thousands)

 

    Nine Months Ended September 30,  
   

2022

   

2021

 
Operating activities                

Net income

  $ 3,969     $ 5,052  
Adjustments to reconcile net income to net cash provided by (used in) operating activities                

Depreciation and amortization

    1,524       1,573  

Non-cash lease expense

    589       786  

Bad debt expense, net of recoveries

    35       100  

Share-based compensation

    585       503  

Majority stockholders change in control agreement

    (420 )     -  
Changes in operating assets and liabilities:                

Accounts receivable

    (12,283 )     (12,341 )

Prepaid expenses and other assets

    (4,164 )     (1,997 )

Accounts payable

    3,708       2,308  

Operating lease liabilities

    (589 )     (786 )

Accrued expenses, other current liabilities and customer incentives and deposits

    2,884       5,921  

Net cash provided (used in) by operating activities

    (4,162 )     1,119  
                 
Investing activities                

Purchases of property and equipment and capitalized software

    (1,237 )     (1,432 )

Acquisition of Business, net of cash acquired

    -       (1,000 )

Net cash used in investing activities

    (1,237 )     (2,432 )
                 
Financing activities                

Borrowings under line of credit

    33,151       58,045  

Repayments under line of credit

    (23,904 )     (53,510 )

Payments from stock options exercised

    -       (121 )

Distribution to non-controlling investors

            (40 )

Net cash provided by financing activities

    9,247       4,374  

Effect of foreign exchange rate changes on cash

    (5,200 )     (3,733 )

Net change in cash and cash equivalents

    (1,352 )     (672 )

Cash, cash equivalents and restricted cash at beginning of period

    13,473       15,972  

Cash, cash equivalents and restricted cash at end of period

  $ 12,121     $ 15,300  

 

 

 

SPAR Group, Inc. and Subsidiaries

Segment Information

(unaudited)

(In thousands)

 

    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
   

2022

   

2021

   

2022

   

2021

 

Revenue:

                               

Americas

  $ 53,738     $ 49,849     $ 149,992     $ 146,213  

Asia - Pacific

    7,147       7,921       19,351       23,584  

EMEA

    8,947       9,653       27,283       25,899  

Total revenue

  $ 69,832     $ 67,423     $ 196,626     $ 195,696  
                                 

Operating income:

                               

Americas

  $ 1,441     $ 2,206     $ 5,862     $ 6,203  

Asia - Pacific

    (341 )     (177 )     (1,491 )     (300 )

EMEA

    620       646       1,772       1,379  

Total operating income

  $ 1,720     $ 2,675     $ 6,143     $ 7,282  

 

 

Reconciliation of GAAP to Non-GAAP Financial Measures

 

Adjusted net income attributable to SPAR Group and related per share amounts represents net income attributable to SPAR Group adjusted for the removal of a one-time positive adjustment related to the majority stockholders change of control agreement accrued in 2021 and realized in January of 2022. Adjusted EBITDA represents net income before, as applicable from time to time, (i) interest expense, net, (ii) provision (benefit) for income taxes, (iii) depreciation and amortization of long-lived assets, (iv) share based compensation expense, (v) nonrecurring legal settlement costs and associated legal expenses unrelated to the Company's core operations. These metrics are supplemental measures of our operating performance that are neither required by, nor presented in accordance with, GAAP. These measures have limitations as analytical tools and should not be considered in isolation or as an alternative to performance measure derived in accordance with GAAP as an indicator of our operating performance. We present Adjusted net income attributable to SPAR Group and per share amounts, and Adjusted EBITDA because management uses these measures as key performance indicators, and we believe that securities analysts, investors and others use these measures to evaluate companies in our industry. Our calculation of these measures may not be comparable to similarly named measures reported by other companies. The following tables present a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to these measures for the periods presented:

 

SPAR Group, Inc.

Net Income (Loss) attributable to SPAR Group, Inc. to

Adjusted Net Income (Loss) attributable to SPAR Group, Inc. Reconciliation

Diluted earnings per share attributable to SPAR Group, Inc. to

Adjusted Diluted earnings per share attributable to SPAR Group, Inc. Reconciliation

Fiscal Three and Nine Months Ended September 30, 2022 and 2021

 

    Three Months Ended     Three Months Ended  
    September 30,     September 30,  
(in thousands)   2022     2021     2022     2021  
                                 

Net (Loss) Income attributable to SPAR Group Inc.

    (32 )     1,180       1,789       2,611  

Add-back one-time impact (net of taxes)

    244       247       175       638  

Adjusted Net Income (Loss) attributable to SPAR Group, Inc.

    212       1,427       1,964       3,249  
                                 

Diluted earnings per share attributable to SPAR Group, Inc.

  $ (0.00 )   $ 0.06     $ 0.08     $ 0.12  

Add-back one-time impact (net of taxes)

  $ 0.01     $ 0.01     $ 0.01     $ 0.03  
Adjusted Diluted earnings per share attributable to SPAR Group, Inc.   $ 0.01     $ 0.07     $ 0.09     $ 0.15  

 

 

 

SPAR Group, Inc

Net Income (Loss) to Consolidated Adjusted EBITDA to

Adjusted EBITDA attributable to SPAR Group, Inc. Reconciliation

Fiscal Three and Nine Months Ended September 30, 2022 and 2021

 

    Three Months Ended     Three Months Ended  
    September 30,     September 30,  
   

2022

   

2021

   

2022

   

2021

 

Consolidated Net Income

  $ 900     $ 2,139     $ 3,969     $ 5,052  

Depreciation and amortization

    506       509       1,524       1,573  

Interest expense

    270       124       595       402  

Income Tax expense

    676       549       1,942       2,036  

Other income

    (126 )     (137 )     (363 )     (208 )

Consolidated EBITDA

    2,226       3,185       7,666       8,855  

Share based compensation

    309       221       589       503  

Legal costs / Settlements - non-recurring

    0       92       -368       305  

Board-related one off costs, eg. retirement costs

    0       0       0       0  

Acquisition-related expenses

    0       0       0       0  

Restructuring expenses

    0       0       0       0  

Consolidated Adjusted EBITDA

  $ 2,535     $ 3,497     $ 7,888     $ 9,663  

Adjusted EBITDA attributable to non controlling interest

    (1,295 )     (1,108 )     (3,035 )     (3,121 )

Adjusted EBITDA attributable to SPAR Group, Inc

  $ 1,240     $ 2,390     $ 4,853     $ 6,542  
                                 

Ratios:

                               

Net Income % of Consolidated Revenues

    1.3 %     3.2 %     2.0 %     2.6 %

Consolidated Adjusted EBITDA % of Consolidated Revenues

    3.6 %     5.2 %     4.0 %     4.9 %

Adjusted EBITDA attributable to SPAR % of Consolidated Revenues

    1.8 %     3.5 %     2.5 %     3.3 %

 

 

Note: We report non‑GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled "Statement Regarding Use of Non‑GAAP Financial Measures" for an explanation of non‑GAAP measures, and the table entitled "GAAP to Non‑GAAP Reconciliation" for a reconciliation of GAAP to non‑GAAP measures.

 

https://cdn.kscope.io/ef699b9a3dc926cb1dd080efd4f1d834-sparlg.jpg

 

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SOURCE SPAR Group, Inc.