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sgrp20230814_8k.htm
false 0001004989 0001004989 2023-08-14 2023-08-14
 


 
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): August 14, 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 August 14, 2023, the Company announced its financial results for the second quarter ended June 30, 2023. A copy of the press release announcing this event is attached to and included in this Form 8-K as Exhibit 99.1.
 
Forward Looking Statements
 
This Current Report on Form 8-K and its exhibits (collectively, this "Current Report") contain "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 director, adding new 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: August 16, 2023
By:
/s/ Antonio Calisto Pato
Antonio Calisto Pato, Chief Financial Officer Treasurer and Secretary
 
 
 
ex_560195.htm

Exhibit 99.1

 https://cdn.kscope.io/cd03c23658ec9d7d37f869f08403c2d4-logosmall.jpg

 

SPAR Group, Inc. Reports Second Quarter Fiscal 2023 Results

 

August 14, 2023

 

Quarter Revenues Down 3%, up 1% on a Constant Currency, with Continued Expansion of Gross Margins and Improved Cash

 

AUBURN HILLS, Mich., Aug. 14, 2023 (GLOBE NEWSWIRE) -- 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 three and six months ended June 30, 2023.

 

Mike Matacunas, the Companys President and Chief Executive Officer, commented, “Although consolidated net revenues in the quarter were softer due to U.S. client store remodels that moved out in the calendar, our U.S. merchandising services business had another strong quarter with 16% growth, our Brazil business was up 18%, Canada up 48% and Mexico up 9%. Year to date revenue is up 3%, margin up 140 basis points and EBITDA is up 13%. Consolidated Adjusted EBITDA for the second quarter was $2.6 million or 3.9% of sales, and we generated cash from operating activities of $6.7 million for the first six months of the year. We ended the quarter with $19.8 million of total liquidity, including $10.9 million of cash and cash equivalents, and we continue to maintain a strong balance sheet.

 

“The Company has been exploring strategic alternatives since late last year. We are maintaining strength and resilience in our financial and liquidity positions, and although sales softened somewhat this quarter, our gross margins expanded through our internal initiatives, pricing and diversified services. We continue to maintain positive, long-term relationships with blue chip consumer goods and retail companies. We do not have an update today on the review of our strategic alternatives; however, we are committed to growing the business, serving our clients and supporting our employees and joint venture partners,” concluded Matacunas.

 

Second Quarter 2023 Financial Results

 

Net revenues were $65.9 million, comprised of $52.1 million from Americas (79.0%) and $8.2 million from EMEA (12.4%), and $5.7 million from APAC (8.6%). Total net revenue decreased by 2.7%, up 0.8% on a constant currency basis, and Americas revenues declined over the prior year by 2.2%, EMEA declined by 10.3%, and APAC increased by 5.0% from the prior year quarter.

 

Gross profit was $13.1 million, or 19.9% of revenues, compared to $12.9 million, or 19.1% of revenues, in the prior year quarter. This 80-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 containments, as well as services mix shifts in the quarter.

 

Selling, general and administrative (SG&A) expenses were $10.6 million, or 16.1% of revenues (15.9% of revenues excluding non-recurring costs associated with reviewing strategic alternatives), compared to $10.1 million, or 14.9% of revenues, in the prior year quarter. Non-recurring costs associated with reviewing strategic alternatives were $111 thousand during the second quarter.

 

Operating income was $2.0 million, down 15.3%, versus operating income of $2.4 million from the prior year quarter.

 

Net income attributable to SPAR Group, Inc. was $639 thousand, or $0.03 per share, compared to net income attributable to SPAR Group Inc. of $1.1 million, or $0.05 per share, in the year-ago quarter. Non-GAAP net income attributable to SPAR Group, Inc. (1) in the quarter was $696 thousand, or $0.03 per share, compared to $1.3 million, or $0.06 per share, in the year-ago quarter.

 

Consolidated Adjusted EBITDA (1) in the 2023 quarter was $2.6 million, compared to Adjusted EBITDA of $3.0 million in the prior year. Adjusted EBITDA attributable to SPAR Group, Inc. (1) in the 2023 quarter was $1.6 million, compared to Adjusted EBITDA of $2.1 million in the prior year.

 

(1)  Adjusted non-GAAP 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.

 

First Six Months 2023 Financial Results

 

Net revenues were $130.3 million, comprised of $100.7 million from Americas (77.3%) and $17.9 million from EMEA (13.7%), and $11.8 million from APAC (9.0%). Total net revenue increased by 2.8%, up 6.2% on a constant currency basis, and Americas revenues increased over the prior year by 4.6%, EMEA decreased by 2.4%, and APAC decreased by 3.7% from the prior year period.

 

Gross profit was $27.2 million, or 20.9% of revenues, compared to $24.8 million, or 19.5% of revenues, in the prior year period. This 140-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 containments.

 

Selling, general and administrative (SG&A) expenses were $21.1 million, or 16.2% of revenues (15.8% of revenues excluding non-recurring costs associated with reviewing strategic alternatives), compared to $19.3 million, or 15.3% of revenues, in the prior year period. Non-recurring costs associated with reviewing strategic alternatives were $428 thousand during the first half of 2023.

 

Operating income was $5.1 million, up 16.3%, versus operating income of $4.4 million from the prior year period.

 

Net income attributable to SPAR Group, Inc. was $1.5 million, or $0.06 per share, compared to net income attributable to SPAR Group Inc. of $1.8 million, or $0.08 per share, in the half-year period a year ago. Non-GAAP net income attributable to SPAR Group, Inc. (2) in the period was $1.9 million, or $0.08 per share, compared to $1.8 million, or $0.07 per share, in the year-ago period.

 

 

 

Consolidated Adjusted EBITDA (2) in the 2023 period was $6.7 million, compared to Adjusted EBITDA of $5.4 million in the prior year. Adjusted EBITDA attributable to SPAR Group, Inc. (1) in the 2023 period was $4.5 million, compared to $3.6 million in the prior year.

 

(2)    Adjusted non-GAAP 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 June 30, 2023

 

The Company’s total worldwide liquidity at the end of the first half was $19.8 million, with $10.9 million in cash, cash equivalents and restricted cash and $8.9 million of unused availability as of June 30, 2023. For the six months ended June 30, 2023, net cash provided by operating activities was $6.7 million and was primarily due to working capital changes. The Company ended the six months with positive net working capital of $27.2 million at June 30, 2023.

 

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 second quarter and six months ended June 30, 2023. 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 August 21, 2023, by calling 1-877-344-7529 using passcode ID 7834005#. 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 Quarterly Report on Form 10-Q by SGRP with the Securities and Exchange Commission (the SEC) expected to be filed on or about August 14, 2023. There also are forward-looking statements contained in SGRPs Annual Report on Form 10-K for its fiscal year ended December 31, 2022, as filed with the SEC on April 17, 2023, and SGRPs First Amendment to Annual Report on Form 10-K/A for the year ended December 31, 2022, as filed with the SEC on May 1, 2023 (as so amended, the Annual Report), , 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.

 

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

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(unaudited)

(In thousands, except per share amounts)

 

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30

   

June 30

 
   

2023

   

2022

   

2022

   

2021

 
                                 

Net revenues

  $ 65,936     $ 67,799     $ 130,316     $ 126,794  

Related party - cost of revenues

    1,682       2,521       3,179       4,666  

Cost of revenues

    51,158       52,330       99,903       97,348  

Gross profit

    13,096       12,948       27,234       24,780  

Selling, general and administrative expense

    10,605       10,084       21,061       19,338  

Depreciation and amortization

    494       507       1,026       1,017  

Operating income

    1,997       2,357       5,147       4,425  

Interest expense, net

    478       178       868       328  

Other income, net

    (125 )     (149 )     (183 )     (237 )

Income before income tax expense

    1,644       2,328       4,462       4,334  
                                 

Income tax expense

    538       715       1,579       1,266  

Net income

    1,106       1,613       2,883       3,068  

Net income attributable to non-controlling interest

    (467 )     (464 )     (1,378 )     (1,247 )

Net income attributable to SPAR Group, Inc.

  $ 639     $ 1,149     $ 1,505     $ 1,821  

Basic income per common share attributable to SPAR Group, Inc.

    0.03       0.05       0.06       0.08  

Diluted income per common share attributable to SPAR Group, Inc.

  $ 0.03     $ 0.05     $ 0.06     $ 0.08  

Weighted-average common shares outstanding– basic

    23,250       21,808       23,182       21,696  

Weighted-average common shares outstanding – diluted

    23,392       21,935       23,337       21,831  

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

(In thousands, except share and per share data)

 

 

   

June 30,

   

December 31,

 
   

2023

   

2022

 
                 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 10,916     $ 9,345  

Accounts receivable, net

    63,018       63,714  

Prepaid expenses and other current assets

    4,779       7,861  

Total current assets

    78,713       80,920  

Property and equipment, net

    3,172       3,261  

Operating lease right-of-use assets

    1,856       969  

Goodwill

    1,715       1,708  

Intangible assets, net

    1,501       2,040  

Deferred income taxes, net

    4,100       3,766  

Other assets

    2,019       1,934  

Total assets

  $ 93,076     $ 94,598  

Liabilities and stockholders' equity

               

Current liabilities:

               

Accounts payable

  $ 9,334     $ 10,588  

Accrued expenses and other current liabilities

    19,965       20,261  

Due to affiliates

    3,079       2,964  

Customer incentives and deposits

    2,327       2,399  

Lines of credit and short-term loans

    15,906       17,980  

Current portion of operating lease liabilities

    877       363  

Total current liabilities

    51,488       54,555  

Operating lease liabilities, net of current portion

    978       606  

Long-term debt

    1,033       1,376  

Total liabilities

    53,499       56,537  

Commitments and contingencies

               

Stockholders' equity:

               

Series B convertible preferred stock, $0.01 par value per share: 2,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 2,000,000 shares issued as of June 30, 2023 and December 31, 2022; 721,420 shares and 854,753 shares outstanding as of June 30, 2023 and December 31, 2022, respectively

    7       9  

Common stock, $0.01 par value per share: 47,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 23,438,222 and 23,059,138 shares issued as of June 30, 2023 and December 31, 2022, respectively; 23,232,739 shares and 22,853,653 shares outstanding as of June 30, 2023 and December 31, 2022, respectively

    233       229  

Treasury stock, at cost, 205,485 shares and 205,485 shares as of June 30, 2023 and December 31, 2022, respectively

    (285 )     (285 )

Additional paid-in capital

    20,845       20,708  

Accumulated other comprehensive loss

    (4,525 )     (4,941 )

Retained earnings

    8,212       6,707  

Total stockholders' equity attributable to SPAR Group, Inc.

    24,487       22,427  

Non-controlling interest

    15,090       15,634  

Total stockholders’ equity

    39,577       38,061  

Total liabilities and stockholders’ equity

  $ 93,076     $ 94,598  

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited)

(In thousands)

 

 

   

Six Months Ended June 30,

 
   

2023

   

2022

 

Cash flows from operating activities:

               

Net income

  $ 2,883     $ 3,068  

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

               

Depreciation and amortization

    1,026       1,017  

Amortization of operating lease right-of-use assets

    256       483  

Bad debt expense, net of recoveries

    38       53  

Deferred income tax expense (benefit)

    111       -  

Share-based compensation expense

    134       280  

Majority stockholders change in control agreement

    -       (420 )

Changes in operating assets and liabilities:

               

Accounts receivable

    1,205       (9,438 )

Prepaid expenses and other current assets

    3,118       (1,971 )

Accounts payable

    (803 )     1,413  

Operating lease liabilities

    (256 )     (483 )

Accrued expenses, other current liabilities, due to affiliates and customer incentives and deposits

    (968 )     2,470  

Net cash provided by (used in) operating activities

    6,744       (3,528 )
                 

Cash flows from investing activities

               

Purchases of property and equipment

    (717 )     (794 )

Net cash used in investing activities

    (717 )     (794 )
                 

Cash flows from financing activities

               

Borrowings under line of credit

    47,340       21,885  

Repayments under line of credit

    (50,003 )     (14,446 )

Payments to acquire noncontrolling interests

    (473 )     -  

Distribution to noncontrolling investors

    (1,196 )     -  

Net cash provided by (used in) financing activities

    (4,332 )     7,439  
                 

Effect of foreign exchange rate changes on cash

    (124 )     (4,188 )

Net change in cash, cash equivalents and restricted cash

    1,571       (1,071 )

Cash, cash equivalents at beginning of period

    9,345       13,473  

Cash, cash equivalents at end of period

  $ 10,916     $ 12,402  

 

 

 

SPAR Group, Inc. and Subsidiaries

Segment Information

(unaudited)

(In thousands)

                          

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2023

   

2022

   

2022

   

2021

 

Net Revenues:

                               

Americas

  $ 52,083     $ 53,274     $ 100,661     $ 96,253  

APAC

    5,658       5,386       11,758       12,205  

EMEA

    8,195       9,139       17,897       18,336  

Total net revenues

  $ 65,936     $ 67,799     $ 130,316     $ 126,794  
                                 

Operating income:

                               

Americas

  $ 2,038     $ 2,636     $ 4,553     $ 4,419  

APAC

    (97 )     (713 )     (289 )     (1,155 )

EMEA

    56       434       883       1,161  

Total operating income

  $ 1,997     $ 2,357     $ 5,147     $ 4,425  

 

 

Reconciliation of GAAP to Non-GAAP Financial Measures

 

Non-GAAP 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. 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) review of strategic alternatives, (vi) 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 

non-GAAP Net income (Loss) attributable to SPAR Group, Inc. Reconciliation

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

non-GAAP Diluted earnings per share attributable to SPAR Group, Inc. Reconciliation

 

 

   

Three Months Ended
June 30,

   

Six Months Ended

June 30,

 

(in thousands)

 

2023

   

2022

   

2023

   

2022

 
                                 

Net Income attributable to SPAR Group Inc.

  $ 639     $ 1,149       1,505       1,821  

Add-back Adjusted EBIDTA (net of taxes)

    57       103       444       (71 )

Adjusted Net income attributable to SPAR Group, Inc.

  $ 696     $ 1,252       1,949       1,750  
                                 

Diluted income per common share attributable to SPAR Group, Inc.

  $ 0.03     $ 0.05     $ 0.06     $ 0.08  

Add-back Adjusted EBIDTA (net of taxes)

  $ 0.00     $ 0.01     $ 0.02     $ (0.00 )

Adjusted Diluted income per common share attributable to SPAR Group, Inc.

  $ 0.03     $ 0.06     $ 0.08     $ 0.08  

 

 

 

SPAR Group, Inc.

Net Income (Loss) to Consolidated Adjusted EBITDA to

Adjusted EBITDA attributable to SPAR Group, Inc. Reconciliation

 

 

   

Three Months Ended
June 30,

   

Six Months Ended
June 30,

 

(in thousands)

 

2023

   

2022

   

2023

   

2022

 

Consolidated Net Income

  $ 1,106     $ 1,613     $ 2,883     $ 3,068  

Depreciation and amortization

    494       507       1,026       1,017  

Interest expense, net

    478       178       868       328  

Income tax expense

    538       715       1,579       1,266  

Other expense (income), net

    (125 )     (149 )     (183 )     (237 )

Consolidated EBITDA

    2,491       2,864       6,173       5,443  

Review of strategic alternatives

    111       -       428       -  

Share based compensation

    (39 )     130       134       280  

Legal Costs / Settlements - non recurring

    -       -       -       (368 )

Consolidated Adjusted EBITDA

    2,563       2,994       6,735       5,355  

Adjusted EBITDA attributable to non controlling interest

    (959 )     (861 )     (2,234 )     (1,740 )

Adjusted EBITDA attributable to SPAR Group, Inc.

  $ 1,604     $ 2,133     $ 4,501     $ 3,615  

 

 

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.

 

 

 

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Source: SPAR Group, Inc.