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sgrp20240328_8k.htm
false 0001004989 0001004989 2024-04-01 2024-04-01
 


 
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 1, 2024
 
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 1, 2024, the Company announced its financial results for the fourth quarter ended December 31, 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 selling certain of the Company's subsidiaries or any resulting impact on revenues, earnings or cash, the impact of adding new directors, 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 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, foreign exchange, income, liabilities, liquidity, locations, marketing, operations, performance, prospects, revenues, 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 fourth quarter ended December 31, 2023.
 
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 2, 2024
     
  By: /s/ Antonio Calisto Pato
    Antonio Calisto Pato, Chief Financial Officer Treasurer and Secretary
 
 
 
 
ex_646795.htm
 

Exhibit 99.1

 

For Immediate Release

April 1, 2024

 

 

SPAR Group, Inc. Reports Fourth Quarter and Full Year Fiscal 2023 Results

Strategic Initiatives Deliver Improved Results and Significant Cash Flow

 

AUBURN HILLS, MI, April 01, 2024 – 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 periods ended December 31, 2023.

 

Mike Matacunas, the Companys President and Chief Executive Officer, commented, “Fiscal 2023 was a pivotal year for the Company. We successfully executed our sales and profitability goals, which resulted in significant cash flow generation in 2023. Consolidated revenues grew to $262 million for the year, up almost 1% over the prior year, primarily due to strong U.S. merchandising revenues, expanding 20% from the prior year. The 2023 U.S. remodel and retail transformation business was below 2022 for the year, however, ramped sequentially each quarter with expectations of revenue growth for 2024. Canada's merchandising and remodeling revenue grew by over 50% in 2023, compared to 2022. On a consolidated basis, we improved gross profit margins by 160 basis points to 21.1% of sales for the fiscal year 2023, which was a strategic focus for the Company. We continue to believe that there are opportunities to grow market share within an expanding addressable market as brands and retailers turn to SPAR for merchandising, remodels, as well as our emerging businesses, which include fulfillment, distribution, and assembly.

 

“I am pleased with our operational and financial performance of SPAR in 2023. We accomplished shorter term objectives and made significant headway on longer term goals. We grew revenue, improved profitability, strengthened the balance sheet and simplified the core business with strategic divestitures, including our recent announcements regarding Australia, China and National Merchandising Services. In addition, we are announcing sale agreements for both South Africa and Brazil today that generate cash proceeds of approximately $22 million USD. Our initiatives and these joint venture divestitures bring growth capital into our business that we expect to leverage in pursuit of acquisitions and investments that are accretive to the business. Our disciplined growth and capital allocation strategies continue to align with shareholders as we generate cash flow and build long-term value in the business.

 

“Finally, I want to thank our employees for their hard work and dedication that fueled our growth in fiscal 2023. We also want to thank our Board and shareholders for their support throughout the year. We look forward to an exciting year ahead for 2024,” concluded Matacunas.

 

Fourth Quarter 2023 Financial Results

 

Net revenues were $65.1 million, comprised of $49.2 million from the Americas segment (75.7%), $8.8 million from EMEA (13.5%), and $7.1 million from APAC (10.8%). Total net revenue increased by 0.7%, down 0.5% on a constant currency basis. The Americas revenues increased 1.4%, and APAC revenues increased 5.9% versus the prior year. EMEA revenues declined by 6.3% from the prior-year quarter.

 

Gross profit was $14.9 million, or 22.9% of revenues, compared to $13.4 million, or 20.7% of revenues, in the prior year quarter. This 210-basis point improvement in gross profit margin was due to planned initiatives, including improved contract terms and pricing, system enhancements and other cost containments, and services mix shifts in the quarter.

 

Selling, general, and administrative (SG&A) expenses were $11.3 million, or 17.4% of revenues, compared to $11.2 million, or 17.3% of revenues, in the prior year quarter.

 

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.
 

 

Operating income was $2.7 million in the current year's fourth quarter compared to an operating loss of $760 thousand in the year-ago quarter. The fiscal 2022 fourth quarter included a $2.5 million non-cash goodwill impairment. Excluding this charge, the prior year operating income would have been $1.7 million.

 

Net income attributable to SPAR Group, Inc. was $2.1 million, or $0.09 per diluted share, compared to a net loss attributable to SPAR Group Inc. of $2.5 million, or $0.11 per diluted share, in the year-ago quarter. Non-GAAP Adjusted net income attributable to SPAR Group, Inc. (1) in the quarter was $2.6 million, or $0.11 per diluted share, compared to Adjusted net income of $420 thousand, or $0.02 per diluted share, in the year-ago quarter.

 

Consolidated Adjusted EBITDA (1) in the 2023 quarter was $3.7 million, comparable to $3.5 million in the prior year. Adjusted EBITDA attributable to SPAR Group, Inc. (1) in the 2023 quarter was $3.9 million, compared to $2.3 million in the prior year.

 

(1)

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

 

Twelve Months 2023 Financial Results

 

Net revenues were $262.7 million, comprised of $203.7 million from the Americas segment (77.5%), $34.6 million from EMEA (13.2%), and $24.5 million from APAC (9.3%). Total net revenue increased by 0.6%, up 1.6% on a constant currency basis. The Americas revenue increased by 2.6% over the prior year, EMEA decreased by 5.8%, and APAC decreased by 5.9% from the prior year period.

 

Gross profit was $55.5 million, or 21.1% of revenues, compared to $51.0 million, or 19.5% of revenues, in the prior year. This 160-basis-point improvement in gross profit margins was due to several planned initiatives, including improved contract terms and pricing, system enhancements, and other cost containments.

 

Selling, general, and administrative (SG&A) expenses were $43.7 million, or 16.6% of revenues, compared to $41.1 million, or 15.7% of revenues, in the prior year.

 

Operating income was $9.4 million, up 74.5% compared to $5.4 million in the prior year. Excluding the non-cash goodwill impairment charge in 2022, operating income in 2023 increased 19.8% compared to 2022.

 

Net income attributable to SPAR Group, Inc. for the year was $3.9 million, or $0.17 per share or $0.16 per diluted share, comparable to net loss attributable to SPAR Group Inc. of $732 thousand, or $0.03 loss per share and diluted share. Non-GAAP net income attributable to SPAR Group, Inc. (1) in the period was $5.1 million, or $0.21 per diluted share, compared to $1.9 million, or $0.09 per diluted share, in the year-ago period.

 

Consolidated Adjusted EBITDA (1) in the 2023 period was $13.0 million, compared to Consolidated Adjusted EBITDA of $10.8 million in the prior year. Adjusted EBITDA attributable to SPAR Group, Inc. (1) in the 2023 period was $9.9 million, compared to $6.1 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.

 

Financial Position as of December 31, 2023

 

The Company’s total worldwide liquidity at the end of the year was $19.3 million, with $10.7 million in cash and cash equivalents and $8.6 million of unused availability as of December 31, 2023. For the twelve months ended December 31, 2023, net cash provided by operating activities grew by $6.8 million. The Company ended the year with net working capital of $27.5 million on December 31, 2023.

 

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 periods ended December 31, 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 April 8, 2024, by calling 1-877-344-7529 using passcode ID 5142020#. 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, approximately 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 eight 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 Annual Report on Form 10-K by SGRP with the Securities and Exchange Commission (the SEC) expected to be filed on or about April 1, 2024. 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 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.

 

Media Contact:     Investor Relations Contact:
Ronald Margulis     Sandy Martin
RAM Communications     Three Part Advisors
908-272-3930     214-616-2207
ron@rampr.com     smartin@threepa.com

         

                                  

                     

 

- 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 per share data)

 

   

Three Months Ended

   

Twelve Months Ended

 
   

December 31

   

December 31

 
   

2023

   

2022

   

2023

   

2022

 
                                 

Net revenues

  $ 65,099     $ 64,643     $ 262,747     $ 261,268  

Related party - cost of revenues

    390       1,510       5,197       8,804  

Cost of revenues

    49,833       49,742       202,070       201,452  

Gross profit

    14,876       13,391       55,480       51,012  

Selling, general and administrative expense

    11,328       11,183       43,673       41,135  

Loss on sale of business

    408       -       408       -  

Depreciation and amortization

    430       510       2,001       2,033  

Impairment of Goodwill

    -       2,458       -       2,458  

Operating income

    2,711       (760 )     9,398       5,386  

Interest expense

    593       371       1,919       965  

Other income, net

    771       (119 )     346       (482 )

Income before income tax expense

    1,347       (1,012 )     7,133       4,903  
                                 

Income tax expense

    551       835       2,357       2,777  

Net income

    795       (1,847 )     4,776       2,126  

Net (income) loss attributable to non-controlling interest

    1,342       (678 )     (874 )     (2,858 )

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

  $ 2,137     $ (2,525 )   $ 3,902     $ (732 )

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

    0.09       (0.11 )     0.17       (0.03 )

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

  $ 0.09     $ (0.11 )   $ 0.16     $ (0.03 )

Weighted-average common shares outstanding– basic

    23,236       22,821       23,333       22,110  

Weighted-average common shares outstanding – diluted

    23,376       22,957       24,455       22,110  

 

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,

 
   

2023

   

2022

 
                 

Assets:

               

Current assets:

               

Cash and cash equivalents

  $ 10,719     $ 9,345  

Accounts receivable, net

    59,776       63,714  

Prepaid expenses and other current assets

    5,614       7,861  

Total current assets

    76,109       80,920  

Property and equipment, net

    2,871       3,261  

Operating lease right-of-use assets

    2,323       969  

Goodwill

    1,382       1,708  

Intangible assets, net

    1,180       2,040  

Deferred income taxes, net

    4,687       3,766  

Other assets

    1,729       1,934  

Total assets

  $ 90,281     $ 94,598  

Liabilities and equity

               

Current liabilities:

               

Accounts payable

  $ 9,488     $ 10,588  

Accrued expenses and other current liabilities

    15,274       20,261  

Due to affiliates

    3,205       2,964  

Customer incentives and deposits

    1,905       2,399  

Lines of credit and short-term loans

    17,530       17,980  

Current portion of operating lease liabilities

    1,163       363  

Total current liabilities

    48,565       54,555  

Operating lease liabilities, net of current portion

    1,160       606  

Long-term debt

    310       1,376  

Total liabilities

    50,035       56,537  

Commitments and contingencies

               

Stockholders' equity:

               

Preferred stock, Series - A, $.01 par value: Authorized and available shares– 2,445,598 Issued and outstanding shares– None Preferred stock, Series - B. $.01 par value:
Authorized and available shares– 2,000,000 Issued and outstanding shares– 650,000 at December 31, 2023 and 854,753 at December 31, 2022

    7       9  

Common stock, $0.01 par value per share: Authorized shares – 47,000,000 Issued and outstanding shares – 23,446,444 at December 31, 2023 and 23,055,633 at December 31, 2022

    232       229  

Treasury stock, at cost 205,485 shares at December 31, 2023 and 205,485 Shares at December 31, 2022

    (285 )     (285 )

Additional paid-in capital

    21,004       20,708  

Accumulated other comprehensive loss

    (3,341 )     (4,941 )

Retained earnings

    10,609       6,707  

Total stockholders' equity attributable to SPAR Group, Inc.

    28,226       22,427  

Non-controlling interest

    12,020       15,634  

Total stockholders’ equity

    40,246       38,061  

Total liabilities and stockholders’ equity

  $ 90,281     $ 94,598  

 

 

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,

 
   

2023

   

2022

 

Cash flows from operating activities:

               

Net income

  $ 4,776     $ 2,126  

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

               

Depreciation and amortization

    2,001       2,033  

Impairment of Goodwill

    -       2,458  

Amortization of operating lease assets

    875       646  

Provision for expected credit losses

    88       1,092  

Deferred income tax expense

    921       994  

Share-based compensation expense

    297       346  

Loss on Disposal of business

    408       -  

Changes in operating assets and liabilities, net of business disposals:

               

Accounts receivable

    3,232       (11,237 )

Prepaid expenses and other assets

    2,082       (3,285 )

Accounts payable

    (2,960 )     1,718  

Operating lease liabilities

    (875 )     (744 )

Accrued expenses, other current liabilities and customer incentives and deposits

    (4,024 )     (1,191 )

Net cash provided by (used in) operating activities

    6,821       (5,044 )
                 

Cash flows from investing activities:

               

Cash transferred in sale of business

    (1,111 )     -  

Purchases of property and equipment and capitalized software

    (1,242 )     (1,797 )

Other investing

    84       -  

Net cash used in investing activities

    (2,269 )     (1,797 )
                 

Cash flows from financing activities:

               

Borrowings under line of credit

    103,742       30,467  

Repayments under lines of credit

    (104,845 )     (25,648 )

Proceeds from stock options exercised

    -       118  

Repurchase of common stock

    -       (181 )

Distribution to non-controlling investors

    (1,673 )     (1,785 )

Payments to acquire noncontrolling interests

    (473 )     (2,558 )

Proceeds from term debt

    930       3,530  

Payments on term debt

    (701 )     (454 )

Net cash provided by (used in) financing activities

    (3,020 )     3,489  
                 

Effect of foreign exchange rate changes on cash

    (158 )     (776 )

Net increase (decrease) in cash and cash equivalents

    1,374       (4,128 )

Cash and cash equivalents at beginning of year

    9,345       13,473  

Cash and cash equivalents at end of year

  $ 10,719     $ 9,345  

 

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,

 
   

2023

   

2022

   

2023

   

2022

 

Net Revenues:

                               

Americas

  $ 49,248     $ 48,590     $ 203,705     $ 198,581  

APAC

    7,048       6,658       24,480       26,009  

EMEA

    8,803       9,395       34,562       36,678  

Total net revenues

  $ 65,099     $ 64,643     $ 262,747     $ 261,268  
                                 

Operating income:

                               

Americas

  $ 1,347     $ (1,758 )   $ 7,240     $ 4,103  

APAC

    (89 )     (131 )     (599 )     (1,621 )

EMEA

    1,453       1,128       2,757       2,904  

Total operating income

  $ 2,711     $ (761 )   $ 9,398     $ 5,386  

 

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.
 

 

 

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) depreciation and amortization of long-lived assets, (ii) interest expense (iii) income tax expense, (iv) Board of Directors incremental compensation expense, (v) restructuring, (vi) impairment, (vii) nonrecurring legal settlement costs and associated legal expenses unrelated to the Company's core operations, (viii) and special items as determined by management. 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 attributable to SPAR Group, Inc. to

Adjusted Net Income attributable to SPAR Group, Inc. Reconciliation

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

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

(In thousands)

 

   

Three Months Ended

   

Twelve Months Ended

 
   

December 31,

   

December 31,

 
   

2023

   

2022

   

2023

   

2022

 

Net Income attributable to SPAR Group Inc.

  $ 2,137     $ (2,525 )   $ 3,902     $ (732 )

Add-back Adjusted EBIDTA (net of taxes)

    482       2,945       1,237       2,654  

Adjusted Net income attributable to SPAR Group, Inc.

  $ 2,619     $ 420     $ 5,139     $ 1,922  
                                 

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

  $ 0.09     $ (0.11 )   $ 0.16     $ (0.03 )

Add-back Adjusted EBIDTA per common share (net of taxes)

    0.02       0.13       0.05       0.12  

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

  $ 0.11     $ 0.02     $ 0.21     $ 0.09  

 

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 to Consolidated Adjusted EBITDA to

Adjusted EBITDA attributable to SPAR Group, Inc. Reconciliation

(In thousands)

 

   

Three Months Ended

   

Twelve Months Ended

 
   

December 31,

   

December 31,

 
   

2023

   

2022

   

2023

   

2022

 

Consolidated Net Income

  $ 795     $ (1,847 )   $ 4,776     $ 2,126  

Depreciation and amortization

    430       510       2,001       2,033  

Interest expense

    593       371       1,919       965  

Income Tax expense

    551       835       2,357       2,777  

Other income

    771       (119 )     346       (482 )

Consolidated EBITDA

    3,140       (250 )     11,399       7,420  

Costs and other relating to CIC

    -       336       -       (32 )

Review of Strategic Alternatives

    (27 )     540       544       540  

Goodwill Impairment

    -       2,458       -       2,458  

Loss on sale of businesses

    408       -       408       -  

Restructuring costs

    -       -       28       -  

Legal Costs / Settlements - non recurring

    149       -       289       -  

Share Based Compensation

    80       -       297       -  

Board of Directors incremental compensation

    -       394       -       394  

Consolidated Adjusted EBITDA

    3,750       3,478       12,965       10,780  

Adjusted EBITDA attributable to non controlling interest

    189       (1,158 )     (3,022 )     (4,637 )

Adjusted EBITDA attributable to SPAR Group, Inc.

  $ 3,939     $ 2,320     $ 9,943     $ 6,143  

 

 

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.