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sgrp20230414_8k.htm
false 0001004989 0001004989 2023-04-17 2023-04-17
 


 
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): April 17, 2023
 
SPAR Group, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware 0-27408 33-0684451
(State or Other Jurisdiction of Incorporation) (Commission File No.) (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", “SPAR” or "SPAR Group") has listed its shares of Common Stock 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 April 17, 2023, the Company announced financial results for the fiscal year and fourth quarter ended December 31, 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 and Section 21E of the Securities Exchange Act and other applicable 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 a new Chief Financial Officer and other finance team members, the potential negative effects of any stock purchase 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
   
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: April 18, 2023
  By: /s/ Antonio Calisto Pato
    Antonio Calisto Pato, Chief Financial Officer Treasurer and Secretary
 
 
ex_501385.htm

Exhibit 99.1

 

https://cdn.kscope.io/ed8124f01e7e290d63179fe6a6e33370-image01.jpg

 

SPAR Group, Inc. Reports Fourth Quarter and Fiscal 2022 Results, Achieves Record

Full Year Sales of $261 million, Up 2.2%, Up 3.5% Constant Currency

Momentum Continues in Fourth Quarter with Revenues of $64.6 million, Up 7.7% and Up

11.8% Constant Currency

 

 

AUBURN HILLS, Mich., April 17, 2023 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 fourth quarter and twelve-month period ended December 31, 2022.

 

Mike Matacunas, the Companys President and Chief Executive Officer, commented, “Fiscal 2022 was a strategically transformative year for the Company. We successfully grew merchandising, remodeling and distribution services across the platform and especially in the U.S., resulting in record high revenues, and we also acquired or built new analytical tools and capabilities, as well as improved recruitment and candidate technology. I want to thank our entire SPAR team for their tremendous performance during a globally challenging labor and macro-economic environment in 2022.

 

“As we discussed last fall, the Company and Board are exploring strategic alternatives for SPAR with the goal of maximizing shareholder value. With a strong balance sheet, 90%+ revenue growth over the last 5 years, expanding gross profit margins, diversified services, and long-term relationships with some of the most important consumer goods and retail companies in the world, we continue to believe that the Company is valued below our nearest competitors. Although we have nothing to report publicly on this process, we remain committed to the execution of our work of growing the business, serving our clients and supporting our employees and joint venture partners,” concluded Matacunas.

 

Fourth Quarter 2022 Financial Results

 

Net revenues were $64.6 million, comprised of $48.6 million from Americas (75%) and $9.4 million from EMEA (15%), and $6.6 million from APAC (10%). Total net revenue increased by 7.7% (up 11.8% on a constant currency basis), Americas increased over the prior year by 20.8% (up 21.2% on a constant currency basis), EMEA decreased by 2.1% (up 13.6% on a constant currency basis), and APAC decreased by 34.8% (down 26.9% on a constant currency basis) from the prior year quarter.

 

Gross profit was $13.4 million, or 20.7% of revenues, compared to $10.6 million, or 17.7% of revenues, in the prior year quarter. This 300-basis point improvement in gross profit margins was due to a number of planned initiatives, which included improved contract terms and pricing, system enhancements and other cost containment procedures.

 

An impairment of goodwill was recorded in the 2022 fourth quarter, which resulted in a non-cash charge of $2.5 million.

 

Selling, general and administrative (SG&A) expenses were $11.2 million, or 17.3% of revenues, compared to $13.2 million, or 22.0% of revenues, in the prior year quarter. 2022 SG&A expenses included $1.2 million of bad debt expenses related to one customer, as well as costs associated with pursuing strategic alternatives.

 

Operating loss was $760 thousand versus operating loss of $3.1 million from the prior year quarter, which was impacted by items mentioned earlier. In 2021, comparisons included costs associated with the majority stockholders change in control.

 

 

 

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.

 

 

 

Net loss attributable to SPAR Group, Inc. was $351 thousand, or $0.02 per share, compared to net loss attributable to SPAR Group Inc. of $4.4 million, or $0.21 per share, in the year-ago quarter. Adjusted net income attributable to SPAR Group, Inc. (1) in the quarter was $1.9 million, or $0.08 per share, compared to a loss of $644 thousand, or $0.03 per share, in the year-ago quarter.

 

Consolidated Adjusted EBITDA (1) in the 2022 quarter was $5.2 million, compared to Adjusted EBITDA loss of $1.2 million in the prior year. Adjusted EBITDA attributable to SPAR Group, Inc. (1) in the 2022 quarter was $4.1 million, compared to Adjusted EBITDA loss of $3.0 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 measures as defined and reconciled below.

 

Twelve-Month Period 2022 Financial Results

 

Net revenues were $261.3 million, comprised of $198.6 million from Americas (76%) and $36.7 million from EMEA (14%), and $26.0 million from APAC (10%). Total net revenue increased by 2.2% (up 3.5% on a constant currency basis), the Americas revenues increased by 6.5% (up 4.9% on a constant currency basis), EMEA increased by 3.3% (up 14.5% on a constant currency basis), and APAC decreased by 23.0% (down 15.9% on a constant currency basis), all compared to the prior year twelve months.

 

Gross profit was $51.0 million, or 19.5% of revenues, compared to $47.5 million, or 18.6% of revenues, in the prior year.

 

Selling, general and administrative (SG&A) expenses were $41.1 million, or 15.7% of revenues, compared to $36.8 million, or 14.4% of revenues, in the prior year period. Refer to explanations for fourth quarter 2022 financial results.

 

An impairment of goodwill was recorded in the 2022 fourth quarter, which resulted in a non-cash charge of $2.5 million.

 

Operating income was $5.4 million versus operating income of $4.2 million from the prior year twelve months. In 2021, comparisons included costs associated with the majority stockholders change in control.

 

Net loss attributable to SPAR Group, Inc. was $732 thousand, or $0.03 per share, compared to $1.8 million, or $0.08 per share, in the twelve months of 2021. Adjusted net income attributable to SPAR Group, Inc. (1) for the full year was $1.6 million, or $0.07 per share, compared to $2.6 million, or $0.12 per share, in the year-ago period.

 

Consolidated Adjusted EBITDA (1) in the 2022 full year was $10.8 million, compared to $11.9 million in the prior year period. Adjusted EBITDA attributable to SPAR Group, Inc. (1) in the 2022 full year was $6.1 million, compared to $7.0 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 measures as defined and reconciled below.

 

Financial Position as of December 31, 2022

 

The Company’s total worldwide liquidity at the end of the fourth quarter was $14.7 million, with $9.3 million in cash, cash equivalents and restricted cash and $5.4 million of unused availability as of December 31, 2022. For the twelve months ended December 31, 2022, net cash used in operating activities was $5 million and was primarily due increases in working capital and higher withholding tax assets related to Brazil. The Company ended the year with positive net working capital of $26.4 million at December 31, 2022.

 

 

 

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.

 

 

 

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 fourth quarter and twelve months ended December 31, 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 April 24, 2023, by calling 1-877-344-7529 using passcode ID 3899783#. 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 SGRPs Annual Report on Form 10-K for its fiscal year ended December 31, 2021, as filed with the SEC on April 15, 2022, and SGRPs 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 SGRPs 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 SGRPs 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 Companys corporate strategic objectives. The Companys forward-looking statements also include, in particular and without limitation, those made in Business, Risk Factors, Legal Proceedings, and Managements 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 SGRPs Common Stock.

 

 

 

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.

 

 

 

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.

 

Investor Relations Contact:

Three Part Advisors, LLC

Sandy Martin / Phillip Kupper

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

 

 

 

 

- Financial Statements Follow

 

 

 

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.

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(unaudited)

(In thousands, except share and per share data)

 

   

Three Months Ended

   

Twelve Months Ended

 
   

December 31,

   

December 31,

 
   

2022

   

2021

   

2022

   

2021

 
                                 

Net revenues

  $ 64,643     $ 60,023     $ 261,268     $ 255,719  

Related party - cost of revenues

    1,510       1,449       8,804       7,401  

Cost of revenues

    49,742       47,928       201,452       200,796  

Gross profit

    13,391       10,646       51,012       47,522  

Selling, general and administrative expense

    11,183       13,233       41,135       36,778  

Majority Stockholders Change of control agreement

    -       4,478       -       4,478  

Depreciation and amortization

    510       510       2,033       2,083  

Impairment of goodwill

    2,458       -       2,458       -  

Operating income

    (760 )     (3,097

)

    5,386       4,183  

Interest expense

    371       184       965       585  

Other income, net

  $ (119 )     (301

)

    (482 )     (510

)

Income before income tax expense

    (508 )     (2,980 )     4,903       4,108  
                                 

Income tax expense

    835       72       2,777       2,108  

Net income (loss)

    327       (3,052

)

    2,126       2,000  

Net income (loss) attributable to non-controlling interest

    (678 )     (1,338

)

    (2,858 )     (3,779

)

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

  $ (351 )   $ (4,390     $ (732 )   $ (1,779

)

Basic and diluted income (loss) per common share:

  $ (0.02 )   $ (0.21 )   $ (0.03 )   $ (0.08

)

Weighted average common shares – basic

    22,821       21,320       22,110       21,266  

Weighted average common shares – diluted

    22,957       21,320       22,110       21,266  

 

 

 

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.

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

(In thousands, except share and per share data) 

 

   

December 31,

   

December 31,

 
   

2022

   

2021

 
                 

Assets

               

Current assets:

               

Cash, cash equivalents and restricted cash

  $ 9,345     $ 13,473  

Accounts receivable, net

    63,714       54,171  

Prepaid expenses and other current assets

    7,861       4,382  

Total current assets

    80,920       72,026  

Property and equipment, net

    3,261       2,929  

Operating lease right-of-use assets

    969       1,781  

Goodwill

    1,708       4,166  

Intangible assets, net

    2,040       2,295  

Deferred income taxes

    3,766       4,468  

Other assets

    1,934       1,351  

Total assets

  $ 94,598     $ 89,016  

Liabilities and equity

               

Current liabilities:

               

Accounts payable

  $ 10,588     $ 8,943  

Accrued expenses and other current liabilities

    20,261       22,031  

Due to affiliates

    2,964       3,270  

Customer incentives and deposits

    2,399       3,901  

Lines of credit and short-term loans

    17,980       11,042  

Current portion of operating lease liabilities

    363       1,019  

Total current liabilities

    54,555       50,206  

Operating lease liabilities, less current portion

    606       762  

Long-term debt and other liabilities

    1,376       700  

Total liabilities

    56,537       51,668  

Commitments and contingencies – See Note 8

               

Equity:

               

SPAR Group, Inc. equity

               

Series A convertible preferred stock, $0.01 par value per share: 2,445,598 shares authorized as of December 31,2022 and 2021; No shares outstanding as of December 31,2022 and December 31, 2021

    -       -  

Series B convertible preferred stock, $0.01 par value per share: 2,000,000 shares and no shares authorized as of December 31, 2022 and 2021, respectively; 2,000,000 shares and no shares outstanding as of December 31, 2022 and 2021, respectively; 854,753 shares and no shares outstanding as of December 31, 2022 and 2021, respectively

    9       -  

Common stock, $0.01 par value per share: 47,000,000 shares authorized as of December 31,2022 and December 31,2021. Shares outstanding 22,853,653 – December 31,2022 and 21,320,414 – December 31, 2021

    229       213  

Treasury stock, at cost 205,485 shares and 54,329 shares as of December 31, 2022 and 2021

    (285

)

    (104

)

Additional paid-in capital

    20,708       17,231  

Accumulated other comprehensive loss

    (4,941

)

    (5,028 )

Retained earnings

    6,707       7,439  

Total SPAR Group, Inc. equity

    22,427       19,751  

Non-controlling interest

    15,634       17,597  

Total equity

    38,061       37,348  

Total liabilities and equity

  $ 94,598     $ 89,016  

 

 

 

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.

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited)

(In thousands)

 

   

Twelve Months Ended December 31,

 
   

2022

   

2021

 

Operating activities

               

Net income

  $ 2,126     $ 2,000  

Adjustments to reconcile net income to net cash provided by (used in) operating activities

               

Depreciation and amortization

    2,033       2,083  

Impairment of goodwill

    2,458          

Non-cash lease expense

    646       1,120  

Bad debt expense, net of recoveries

    1,092       128  

Deferred income tax expense (benefit)

    994       (267 )

Share-based compensation

    346       711  

Majority stockholders change in control agreement

    -       4,478  

Changes in operating assets and liabilities:

               

Accounts receivable

    (11,237 )     (7,305 )

Prepaid expenses and other assets

    (3,285 )     (510 )

Accounts payable

    1,718       1,095  

Operating lease liabilities

    (744 )     (1,120 )

Accrued expenses, other current liabilities and customer incentives and deposits

    (1,191 )     216  

Net cash provided (used in) by operating activities

    (5,044 )     2,629  
                 

Investing activities

               

Purchases of property and equipment and capitalized software

    (1,797 )     (1,722 )

Net cash used in investing activities

    (1,797 )     (1,722 )
                 

Financing activities

               

Borrowings under line of credit

    30,467       77,200  

Repayments under line of credit

    (25,648 )     (75,451 )

Payments from stock options exercised

    118       (123 )

Repurchase of common stock

    (181 )     -  

Distribution to non-controlling investors

    (1,785 )     -  

Acquisition of minority interest

    (2,558 )     -  

Proceeds from term debt

    3,530       -  

Payments on term debt

    (454 )     (300 )

Net cash provided by financing activities

    3,489       1,326  
                 

Effect of foreign exchange rate changes on cash

    (787 )     (4,732 )

Net change in cash and cash equivalents

    (4,128 )     (2,499 )

Cash, cash equivalents and restricted cash at beginning of period

    13,473       15,972  

Cash, cash equivalents and restricted cash at end of period

  $ 9,345     $ 13,473  

 

 

 

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.

 

 

 

SPAR Group, Inc. and Subsidiaries

Segment Information

(unaudited)

(In thousands)

 

   

Three Months Ended

   

Twelve Months Ended

 
   

December 31,

   

December 31,

 
   

2022

   

2021

   

2022

   

2021

 

Revenue:

                               

Americas

  $ 48,590     $ 40,217     $ 198,581     $ 186,430  

Asia - Pacific

    6,658       10,207       26,009       33,791  

EMEA

    9,395       9,599       36,678       35,498  

Total revenue

  $ 64,643     $ 60,023     $ 261,268     $ 255,719  
                                 

Operating income:

                               

Americas

  $ (2,067 )   $ (3,499

)

  $ 4,103     $ 2,427  

Asia - Pacific

    (331 )     (844

)

    (1,621

)

    (967

)

EMEA

    1,128       1,246       2,904       2,723  

Total operating income

  $ (1,270 )   $ (3,097

)

  $ 5,386     $ 4,183  

 

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:

 

 

 

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.

 

 

 

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 Twelve Months Ended December 31, 2022 and 2021

 

   

Three Months Ended December 31,

   

Twelve Months Ended December 31,

 

(in thousands)

 

2022

   

2021

   

2022

   

2021

 
                                 

Net (Loss) Income attributable to SPAR Group Inc.

    (351 )     (4,390 )     (732 )     (1,779 )

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

    2,283       3,746       2,343       4,421  

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

    1,932       (644 )     1,611       2,642  
                                 

Diluted earnings per share attributable to SPAR Group, Inc.

  $ (0.02 )   $ (0.21 )   $ (0.03 )   $ (0.08 )

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

  $ 0.10     $ 0.18     $ 0.11     $ 0.21  

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

  $ 0.08     $ (0.03 )   $ 0.07     $ 0.12  

 

 

 

SPAR Group, Inc.

Net Income (Loss) to Consolidated Adjusted EBITDA to

Adjusted EBITDA attributable to SPAR Group, Inc. Reconciliation

Fiscal Three and Twelve Months Ended December 31, 2022 and 2021

 

   

Three Months Ended December 31,

   

Twelve Months Ended December 31,

 
   

2022

   

2021

   

2022

   

2021

 

Consolidated Net Income

    327     $ (3,052 )   $ 2,126     $ 2,000  

Depreciation and amortization

    510       510       2,033       2,083  

Interest expense

    371       184       965       585  

Income Tax expense

    835       72       2,777       2,108  

Other income

    (119 )     (301 )     (482 )     (509 )

Consolidated EBITDA

    1,924       (2,587 )     7,419       6,267  

Legal costs relating to CIC

    0       1,204       (32 )     4,814  

Review of Strategic Alternatives

    432       18       540       72  

Goodwill impairment

    2,458       0       2,458       0  

Board of Directors share based compensation

    0       178       0       711  

Board of Directors compensation

    394               394       0  

Consolidated Adjusted EBITDA

  $ 5,208     $ (1,187 )   $ 10,779     $ 11,864  

Adjusted EBITDA attributable to non controlling interest

    (1,158 )     (1,794 )     (4,637 )     (4,908 )

Adjusted EBITDA attributable to SPAR Group, Inc.

  $ 4,051     $ (2,981 )   $ 6,142     $ 6,957  

 

 

 

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.