UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
Form 10-KSB Form 20-F Form 11-K [ X ] Form 10-Q Form N-SAR
For Period Ended: September 30, 1999
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Transition Report on Form 10-K Transition Report on Form 10-Q
Transition Report on Form 20-F Transition Report on Form N-SAR
Transition Report on Form 11-K
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
SPAR Group, Inc.
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Full Name of Registrant
PIA Merchandising Services, Inc.
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Former Name if Applicable
19900 MacArthur Blvd.
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Address of Principal Executive Office (Street and Number)
Irvine, CA 92612
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[a ] The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[ b] The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
/x/ will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
[ c] The accountant's statement or other exhibit required by
Rule 12-b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
SEE ATTACHMENT A
PART IV -- OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification
Cathy L. Wood, Chief Financial Officer 949 474-3504
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(Name) (Area Code) (Telephone Number)
2. Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s)
Yes No
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X
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3. Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in Yes No the
subject report or portion thereof?
Yes No
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X
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If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of results cannot be made.
SEE ATTACHMENT B
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SPAR Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 15, 1999 By: /s/ Cathy L. Wood
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Name: Cathy L. Wood
Title: Chief Financial
Officer
ATTACHMENT A
PART III - NARRATIVE
The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1999 could not be filed within the prescribed time period since
the Registrant has not finalized all of its accounting matters in connection
with the recent reverse merger of its subsidiary with SPAR Acquisition, Inc. As
a result, the financial statements of the Registrant for the fiscal quarter
ended September 30, 1999 and the notes thereto, have not yet been completed.
ATTACHMENT B
PART IV - OTHER INFORMATION
The Registrant anticipates reporting that the results of operations for the
fiscal quarter ended September 30, 1999 have substantially changed in comparison
with the results of operations for the fiscal quarter ended September 30, 1998.
The reverse merger between a subsidiary of SPAR Group, Inc. (f/k/a PIA
Merchandising Services, Inc.) and SPAR Acquisition, Inc., consummated on July 8,
1999, has been accounted for as required under GAAP as a purchase by SPAR
Acquisition, Inc. and its subsidiaries of PIA Merchandising, Inc. (SPAR Group,
Inc. pre-merger) and its subsidiaries, with the books and records of the
Registrant being adjusted to reflect the historical operating results of SPAR
Acquisition, Inc. As a result, the quarter-to-quarter comparisons and nine-month
period to nine-month period comparisons do not include any of the revenues and
expenses of PIA Merchandising Services, Inc. (SPAR Group, Inc. pre-merger) prior
to July 8, 1999 (including all of 1998), or any revenues or expenses of the
business acquired by SPAR Performance Group, Inc., an indirect subsidiary of
SPAR Group, Inc., prior to January 15, 1999 (including all of 1998), in the
revenues and expenses of the SPAR Group prior to such dates.
For the third quarter, the Registrant anticipates reporting pro forma net income
of $98,000, or $0.01 per pro forma diluted share, compared with pro forma net
income of $1.3 million, or $0.10 per pro forma diluted share, in the 1998 third
quarter. These results are based upon a 45 percent increase in the pro forma
diluted weighted shares outstanding in the 1999 quarter. Revenues for the same
period increased more than three fold to $36.4 million from $11.1 million a year
ago.
For the nine months, the Registrant anticipates reporting pro forma net income
of $1.1 million, or $0.08 per pro forma diluted share, compared with pro forma
net income of $3.0 million, or $0.24 per pro forma diluted share, for the same
prior-year period. These results are based upon a 14 percent increase in the pro
forma diluted weighted shares outstanding for the nine months. Revenues for the
nine months climbed more than two and a half times to $77.9 million from $30.1
million in the same period a year ago.
Consolidated figures for the third quarter include a non-cash, non-recurring
provision for income tax for conversion of the prior SPAR Group companies from a
subchapter S status to a C corporation.