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sgrp20240809_8k.htm
false 0001004989 0001004989 2024-08-14 2024-08-14


 
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, 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 August 14, 2024, the Company announced its financial results for the second quarter ended June 30, 2024. 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 or 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
 
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 15, 2024
By:
/s/ Antonio Calisto Pato
Antonio Calisto Pato, Chief Financial Officer Treasurer and Secretary
 
 
ex_712107.htm

Exhibit 99.1

 

https://cdn.kscope.io/281209f6b06e772e5758710bab4cbe40-logo.jpg

 

SPAR Group, Inc. Reports Second Quarter 2024 Results

 

August 14, 2024

 

Strategic Transformation to Simplify Business Delivering Strong Results

 

AUBURN HILLS, Mich., Aug. 14, 2024 (GLOBE NEWSWIRE) -- SPAR Group, Inc. (NASDAQ: SGRP) (“SPAR,” “SPAR Group” or the “Company”), a leading provider of merchandising, marketing, and distribution services today reported financial and operating results for the three and six months ended June 30, 2024.

 

Mike Matacunas, the Companys President and Chief Executive Officer, commented , “Our second quarter results reflect a focus on simplification and driving growth in the Americas, specifically the U.S. and Canada. Our revenues in the second quarter were up 37% in the ongoing U.S. business and 14% in Canada. In addition, we continued to divest in underperforming assets in the second quarter resulting in a one-time $4.9 million capital gain and increasing our cash to $22 million. Our financials are stronger than they have ever been in the history of the company and demand for our services is growing.

 

“The last three years have seen a transformation of this business from a complex, joint-venture based, legally mired, trapped cash, hard to understand company to a focused, simplified, financially solid, cash-rich, growing enterprise. At the same time, we have delivered value to our shareholders, expanded our client base and energized the organization. In effect, we changed two wheels of the car at the same time and I couldn’t be prouder of this team,” said Mike Matacunas, Chief Executive Officer.

 

“Lastly, we do not have an update on our ‘go private’ announcement from June 5th other than to confirm this process remains underway and we will communicate when appropriate,” concluded Matacunas.

 

Second Quarter 2024 Highlights

 

 

Net revenues of $57.3 million, primarily comprised of $54.0 million from the Americas segment

  Closed divestitures of China and Brazil
 

Gross profit was $11.0 million, or 19.2% of revenues.

  Gain on selling businesses of $4.9 million
 

Net income attributable to SPAR Group, Inc. of $3.6 million, or $0.15 per diluted share, up 467%.

  Repurchased 1 million shares under our Board-approved share buyback program.

 

Six Months 2024 Highlights

 

 

Net revenues of $126.0 million, primarily comprised of $108.7 million from the Americas segment (86%).

  Gross profit was $23.5 million, or 18.7% of revenues.
 

Net gains on selling businesses of $12.1 million.

  $11 million increase in cash since year-end 2023
 

Net income attributable to SPAR Group, Inc. of $10.3 million, or $0.43 per diluted share.

 

Financial Position as of June 30, 2024

 

The Company’s total worldwide liquidity at the end of the quarter was $33.4 million, with $21.7 million in cash and cash equivalents and $11.8 million of unused availability as of June 30, 2024. For the six months ended June 30, 2024, net cash provided by operating activities was $170 thousand. The Company ended the quarter with net working capital of $24.8 million on June 30, 2024.

 

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 period ended June 30, 2024. To access the call live by phone, dial 1-833-630-1542 (Domestic) and 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, 2024, by calling 1-877-344-7529 using passcode ID 3263044# 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 merchandising and marketing services company, providing a broad range of services to retailers, manufacturers, and distributors. With more than 50 years of experience, the company distinguishes itself from the competition by offering flexible, scalable and innovative solutions to some of the world’s leading brands and retailers. 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 an Annual Report on Form 10-K by SGRP with the Securities and Exchange Commission (the SEC) for its fiscal year ended December 31, 2023, 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.

 

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:

Ronald Margulis

RAM Communications 908-272-3930

ron@rampr.com

Investor Relations Contact:

Sandy Martin

Three Part Advisors 214-616-2207

smartin@threepa.com

 

 

 

- Financial Statements Follow

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(unaudited)

(In thousands, except per share data)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30

   

June 30

 
   

2024

   

2023

   

2024

   

2023

 
                                 

Net revenues

  $ 57,290     $ 65,936     $ 125,984     $ 130,316  

Related party - cost of revenues

    -       1,682       -       3,179  

Cost of revenues

    46,297       51,158       102,448       99,903  

Gross profit

    10,993       13,096       23,536       27,234  

Selling, general and administrative expense

    9,541       10,605       19,158       21,061  

Gain on sale of business

    (4,919 )     -       (12,076 )     -  

Depreciation and amortization

    478       494       989       1,026  

Operating income

    5,893       1,997       15,465       5,147  

Interest expense

    567       478       1,097       868  

Other expense (income), net

    (296 )     (125 )     (288 )     (183 )

Income before income tax expense

    5,622       1,644       14,656       4,462  
                                 

Income tax expense

    1,547       538       3,401       1,579  

Net income

    4,075       1,106       11,255       2,883  

Net (income) loss attributable to non-controlling interest

    (448 )     (467 )     (1,002 )     (1,378 )

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

  $ 3,627     $ 639     $ 10,253     $ 1,505  

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

    0.15       0.03       0.43       0.06  

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

  $ 0.15     $ 0.03     $ 0.43     $ 0.06  

Weighted-average common shares outstanding– basic

    23,786       23,250       23,670       23,182  

Weighted-average common shares outstanding – diluted

    24,010       23,392       23,873       23,337  

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

(In thousands, except share and per share data)

 

 

   

June 30

   

December 31,

 
   

2024

   

2023

 
                 

Assets:

               

Current assets:

               

Cash and cash equivalents

  $ 21,695     $ 10,719  

Accounts receivable, net

    37,963       59,776  

Prepaid expenses and other current assets

    2,117       5,614  

Total current assets

    61,775       76,109  

Property and equipment, net

    2,467       2,871  

Operating lease right-of-use assets

    1,154       2,323  

Goodwill

    1,238       1,382  

Intangible assets, net

    718       1,180  

Deferred income taxes

    1,029       4,687  

Other assets

    1,644       1,729  

Total assets

  $ 70,025     $ 90,281  

Liabilities and equity

               

Current liabilities:

               

Accounts payable

  $ 7,211     $ 9,488  

Accrued expenses and other current liabilities

    5,643       15,274  

Due to affiliates

    623       3,205  

Customer incentives and deposits

    4,541       1,905  

Lines of credit and short-term loans

    18,442       17,530  

Current portion of operating lease liabilities

    482       1,163  

Total current liabilities

    36,942       48,565  

Operating lease liabilities, net of current portion

    672       1,160  

Long-term debt

    1,711       310  

Total liabilities

    39,325       50,035  

Commitments and contingencies

               

Stockholders' equity:

               

Total stockholders' equity attributable to SPAR Group, Inc.

    29,380       28,226  

Non-controlling interest

    1,320       12,020  

Total stockholders’ equity

    30,700       40,246  

Total liabilities and stockholders’ equity

  $ 70,025     $ 90,281  

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited)

(In thousands)

 

   

Six Months Ended

 
   

June 30

 
   

2024

   

2023

 

Cash flows from operating activities:

               

Net income

  $ 11,255     $ 2,883  

Adjustments to reconcile net income to net cash provided by operating activities

               

Depreciation and amortization

    989       1,026  

Amortization of operating lease right-of-use assets

    310       256  

Provision for expected credit losses

    89       38  

Deferred income tax expense

    3,656       111  

Gain on sale of business

    (12,076 )     -  

Share-based compensation expense

    256       134  

Changes in operating assets and liabilities:

               

Accounts receivable, net

    (9,766 )     1,205  

Prepaid expenses and other current assets

    (2,620 )     3,118  

Accounts payable

    1,992       (803 )

Operating lease liabilities

    (310 )     (256 )

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

    6,395       (968 )

Net cash provided by operating activities

    170       6,744  
                 

Cash flows from investing activities

               

Purchases of property and equipment

    (781 )     (717 )

Cash transferred in the sale of a business

    (5,637 )     -  

Proceeds from the sale of joint ventures

    17,380       -  
      10,962       (717 )

Net cash provided by (used in) investing activities

               
                 

Cash flows from financing activities

               

Borrowings under line of credit

    69,117       47,340  

Repayments under line of credit

    (64,044 )     (50,003 )

Proceeds from term debt

    26       -  

Repurchases of common stock

    (1,800 )     -  

Payments of notes to seller

    (1,843 )     -  

Payments to acquire noncontrolling interests

    (250 )     (473 )

Dividend on noncontrolling interest

    (1,315 )     (1,196 )

Net cash used in financing activities

    (109 )     (4,332 )
                 

Effect of foreign exchange rate changes on cash

    (48 )     (124 )

Net change in cash, cash equivalents and restricted cash

    10,976       1,571  

Cash, cash equivalents at beginning of period

    10,719       9,345  

Cash, cash equivalents at end of period

  $ 21,695     $ 10,916  

 

 

 

SPAR Group, Inc. and Subsidiaries

Segment Information

(unaudited)

(In thousands)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30

   

June 30

 
   

2024

   

2023

   

2024

   

2023

 

Net Revenues:

                               

Americas

  $ 54,041     $ 52,083     $ 108,696     $ 100,661  

APAC

    3,249       5,658       9,011       11,758  

EMEA

    0       8,195       8,277       17,897  

Total net revenues

  $ 57,290     $ 65,936     $ 125,984     $ 130,316  
                                 

Operating income:

                               

Americas

  $ 6,071     $ 2,038     $ 15,573     $ 4,553  

APAC

    (178 )     (97 )     (407 )     (289 )

EMEA

    -       56       299       883  

Total operating income

  $ 5,893     $ 1,997     $ 15,465     $ 5,147  

 

 

 

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 (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

(In thousands)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30

   

June 30

 
   

2024

   

2023

   

2024

   

2023

 

Net Income attributable to SPAR Group Inc.

  $ 3,627     $ 639     $ 10,253     $ 1,505  

Adjustments to Consolidated EBITDA (net of taxes)*

    (3,528 )     57       (8,820 )     444  

Adjusted Net income attributable to SPAR Group, Inc.

  $ 99     $ 696     $ 1,433     $ 1,949  
                                 

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

  $ 0.15     $ 0.03     $ 0.43     $ 0.06  

Adjustments to Consolidated EBITDA per share (net of taxes)

    (0.15 )     -       (0.37 )     0.02  

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

  $ 0.00     $ 0.03     $ 0.06     $ 0.08  

 

* 2024 Q2 Adjustments to Consolidated EBITDA include $325K for review of strategic initiatives, $(4,919)K gain on sale, and $128K of stock based compensation. 2023 Q2 Adjustments to Consolidated EBITDA include $111K for review of strategic alternatives and $(39)K for stock based compensation. All of these are tax effected at 21% to compute the after tax value presented here.

 

SPAR Group, Inc.

Net Income (Loss) to Consolidated Adjusted EBITDA to

Adjusted EBITDA attributable to SPAR Group, Inc. Reconciliation

(In thousands)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30

   

June 30

 
   

2024

   

2023

   

2024

   

2023

 

Consolidated Net Income

  $ 4,075     $ 1,106     $ 11,255     $ 2,883  

Depreciation and amortization

    478       494       989       1,026  

Interest expense

    567       478       1,097       868  

Income Tax expense

    1,547       538       3,401       1,579  

Other expense (income), net

    (296 )     (125 )     (288 )     (183 )

Consolidated EBITDA

    6,371       2,491       16,454       6,173  

Review of Strategic Alternatives

    325       111       655       428  

Gain on Sale of Business

    (4,919 )     -       (12,076 )     -  

Share Based Compensation

    128       (39 )     256       134  

Consolidated Adjusted EBITDA

    1,905       2,563       5,289       6,735  

Adjusted EBITDA attributable to non controlling interest

    (525 )     (959 )     (1,443 )     (2,234 )

Adjusted EBITDA attributable to SPAR Group, Inc.

  $ 1,380     $ 1,604     $ 3,846     $ 4,501  

 

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.