SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the third quarterly period ended September 30, 2000
Commission file number: 0-27824
SPAR GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0684451
State of Incorporation IRS Employer Identification No.
580 White Plains Road, Tarrytown, New York, 10591
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (914) 332-4100
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: [ X ] Yes
On November 1, 2000 there were 18,176,102 shares of Common Stock outstanding.
1
<PAGE>
SPAR GROUP, INC.
Index
<TABLE>
<CAPTION>
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements
<S> <C> <C> <C> <C> <C>
Condensed Consolidated Balance Sheets
As of September 30, 2000 and December 31, 1999 3
Condensed Consolidated and Combined
Statements of Operations for the Three and
Nine Months Ended September 30, 2000 and 1999 4
Condensed Consolidated and Combined
Statements of Cash Flows for the
Nine Months Ended September 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 3: Quantitative and Qualitative Disclosures About Market Risk 21
PART II: OTHER INFORMATION
Item 1: Legal Proceedings 21
Item 2: Changes in Securities and Use of Proceeds 22
Item 3: Defaults upon Senior Securities 23
Item 4: Submission of Matters to a Vote of Security Holders 23
Item 5: Other Information 23
Item 6: Exhibits and Reports on Form 8-K 24
SIGNATURES 27
</TABLE>
2
<PAGE>
PART I:.FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
SPAR GROUP INC.
Condensed Consolidated Balance Sheets
(unaudited) (In thousands, except share data)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
--------------- ---------------
ASSETS (Unaudited) (Note)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ - $ 2,074
Accounts receivable, net 25,247 28,858
Prepaid expenses and other current assets 1,650 1,134
Prepaid program costs 6,699 2,777
Investment in affiliate - 710
--------------- ---------------
Total current assets 33,596 35,553
Property and equipment, net 3,620 3,459
Goodwill and other intangibles, net 24,620 23,767
Other assets 217 308
--------------- ---------------
Total assets $ 62,053 $ 63,087
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit and notes payable $ - $ 857
Accounts payable 8,552 7,419
Accrued expenses and other current liabilities 4,867 10,132
Deferred revenue 12,192 6,341
Restructuring and other charges 4,864 5,404
Due to certain stockholders 3,582 3,847
Note payable to MCI - 1,045
Current portion of long-term debt 1,225 1,147
--------------- ---------------
Total current liabilities 35,282 36,192
Line of credit and long-term liabilities, net of current 13,106 14,009
portion
Long-term debt due to certain stockholders 2,120 2,000
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value:
Authorized shares - 3,000,000
Issued and outstanding shares - none
Common stock, $.01 par value:
Authorized shares - 47,000,000
Issued and outstanding shares - 18,176,102 as of 182 182
September 30, 2000
Additional paid-in capital 10,124 10,095
Retained earnings 1,239 609
--------------- ---------------
Total stockholders' equity 11,545 10,886
--------------- ---------------
Total liabilities and stockholders' equity $ 62,053 $ 63,087
=============== ===============
</TABLE>
Note: The Balance Sheet at December 31, 1999 has been derived from the
audited financial statements at that date but does not include any of
the information and footnotes required by Generally Accepted Accounting
Principles for complete financial statements
See accompanying notes.
3
<PAGE>
SPAR Group, Inc.
Condensed Consolidated and Combined Statements of Operations
(unaudited) (In thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
----------------------------------------------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net revenues $ 22,332 $ 36,390 $ 83,068 $ 77,949
Cost of revenues 14,105 24,466 56,249 52,921
----------------------------------------------------------------------
Gross profit 8,227 11,924 26,819 25,028
Selling, general and administrative expenses 6,721 10,688 22,560 20,427
Depreciation and amortization 808 704 2,447 1,218
----------------------------------------------------------------------
Operating income 698 532 1,812 3,383
Interest expense 467 302 1,418 1,111
Other (income) expense - (52) (786) (52)
----------------------------------------------------------------------
Income before provision for income taxes 231 282 1,180 2,324
Provision for income taxes 131 23 550 23
Non recurring charge for termination of Subchapter S
elections - 3,100 - 3,100
----------------------------------------------------------------------
Net income (loss) $ 100 $ (2,841) $ 630 (799)
======================================================================
Unaudited pro forma information:
Pro forma income before income tax provision $ 282 $ 2,324
Pro forma income tax provision 184 1,216
----------------- -------------------
Pro forma net income $ 98 $ 1,108
================= ===================
Actual/Pro forma basic earnings per share $ 0.01 $ 0.01 $ 0.03 $ .08
======================================================================
Actual/Pro forma basic weighted average common shares 18,176 18,153 18,165 14,350
======================================================================
Actual/Pro forma diluted earnings per share $ 0.01 $ 0.01 $ 0.03 $ .08
======================================================================
Actual/Pro forma diluted weighted average common shares 18,297 18,295 18,290 14,491
======================================================================
</TABLE>
See accompanying notes.
4
<PAGE>
SPAR Group, Inc.
Condensed Consolidated and Combined Statements of Cash Flows
(unaudited) (In thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
--------------------------------------
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
----------------- -----------------
OPERATING ACTIVITIES
<S> <C> <C>
Net income (Loss) $ 630 $ (799)
Adjustments to reconcile net income to net cash provided by (used
in) operating activities:
Depreciation 1,242 824
Amortization 1,205 394
Stock related compensation - 752
Equity in earnings of affiliate - (52)
Gain on sale of affiliate (790) -
Taxes on termination of subchapter S corporation elections - 3,100
Changes in operating assets and liabilities:
Accounts receivable 3,611 (2,226)
Prepaid expenses and other assets (4,347) (3,672)
Accounts payable, accrued expenses and other current
liabilities (4,632) (2,926)
Restructuring charges (2,036)
Deferred revenue 5,851
----------------- -----------------
Net cash provided by (used in) operating activities 734 (4,605)
INVESTING ACTIVITIES
Purchases of property and equipment (1,403) (320)
Purchase of business, net of cash acquired ( 62) 6,845
Sale of investment in affiliate 1,500
----------------- -----------------
Net cash provided by investing activities 35 6,525
FINANCING ACTIVITIES
Net (payments to) proceeds from line of credit (869) 4,807
Net (payments to) proceeds from shareholders (145) 3,500
Proceeds from exercise of options 29 -
Payments to note payable MCI (1,045) (5,935)
Net payments of other long-term debt ( 813) -
Distributions to certain stockholders - (2,773)
----------------- -----------------
Net cash used in financing activities (2,843) (401)
----------------- -----------------
Net (decrease) increase in cash (2,074) 1,519
Cash at beginning of period 2,074 910
----------------- -----------------
Cash at end of period $ - $ 2,429
================= =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 1,418 $ 1,111
================= =================
Non-cash transactions:
Equipment purchased with capital leases $ - $ 485
================= =================
Distributions payable to certain stockholders $ - $ 1,333
================= =================
Increase in accrued liabilities and restructure charges
associated with reverse merger $ 1,996 $ -
================= =================
</TABLE>
See accompanying notes.
5
<PAGE>
SPAR Group, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
of the Company and its subsidiaries (collectively, the "SPAR Group") have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. This financial information should be read in conjunction with the
combined financial statements and notes thereto for the Company as contained in
Form 10-K and 10K/A (Amendments I & II) for the year ended December 31, 1999.
The results of operations for the interim periods are not necessarily indicative
of the operating results for the year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION/COMBINATION
Through July 8, 1999, the combined financial statements include
operating companies owned by the same two stockholders (the "SPAR Companies").
On July 8, 1999, the SPAR Companies reorganized and completed a "reverse" merger
with the PIA Companies (see Note 3). From July 8, 1999, the consolidated
financial statements include the accounts of the SPAR Group, Inc. and its
wholly-owned subsidiaries.
PRO FORMA EARNINGS PER SHARE
Pro forma basic earnings per share amounts are based upon the weighted
average number of common shares outstanding. Pro forma diluted earnings per
share amounts are based upon the weighted average number of common and potential
common shares for each period represented. Potential common shares include stock
options, using the treasury stock method. The pro forma basic and pro forma
diluted earnings per share amounts for periods prior to July 8, 1999 are based
upon 12,655,000 shares, although these shares were issued on July 9, 1999, as
required to comply with SFAS No. 128 and the Securities and Exchange Commission
Staff Accounting Bulletin 98 (SAB 98).
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board (the "FASB")
issued SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, which the Company is required to adopt effective in its fiscal year
2000. SFAS No. 133 will require the Company to record all derivatives on the
balance sheet at fair value. The Company does not currently engage in hedging
activities and will continue to evaluate the effect of adopting SFAS No. 133.
The Company is expected to adopt SFAS No. 133 in its fiscal year 2000.
6
<PAGE>
SPAR Group, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) (continued)
RECLASSIFICATIONS
Certain amounts presented for the period ended September 30, 1999 have
been reclassified to conform to the 2000 presentations.
3. BUSINESS COMBINATIONS
MCI ACQUISITION
On January 15, 1999, SPAR Performance Group, Inc. ("SPGI"), acquired
substantially all the business and assets (the "MCI Acquisition") of BIMA Group,
Inc., a Texas corporation formerly known as MCI Performance Group, Inc. ("MCI"),
pursuant to their Asset Purchase Agreement dated as of December 23, 1998, as
amended (the "MCI Purchase Agreement"). The transaction was accounted for as a
purchase and consisted of consideration of $1.8 million cash, an $8.8 million
note (as amended) payable to MCI (the "MCI Note") and the assumption of certain
agreed-upon liabilities (the "MCI Purchase Price").
The MCI Purchase Price was allocated to the assets acquired by SPGI as
agreed upon in a schedule to the MCI Purchase Agreement, which generally used
their respective carrying values, as these carrying values were deemed to
represent fair market values of those assets and liabilities.
The total purchase consideration does not reflect contingent
consideration related to earn-out arrangements included in the MCI Purchase
Agreement. The MCI Purchase Agreement provides for a post-closing adjustment
whereby additional contingent consideration will be payable to MCI in the event
that earnings before taxes for the year ended March 31, 1999 (as defined in the
MCI Purchase Agreement) exceed $3.5 million. The Company has determined that
there is no additional earn-out consideration to be paid.
The excess purchase price paid by SPGI for the business and assets of
MCI over the fair value of those assets was $13 million, subject to change from
the contingent earn-out arrangement, and is being amortized using the
straight-line method over 15 years.
PIA REVERSE MERGER
On July 8, 1999, SG Acquisition, Inc., a Nevada corporation ("PIA
Acquisition"), a wholly-owned subsidiary of PIA Merchandising Services, Inc., a
Delaware corporation ("PIA Delaware"), merged into and with SPAR Acquisition,
Inc., a Nevada corporation ("SAI") (the "Merger") pursuant to the Agreement and
Plan of Merger dated as of February 28, 1999, as amended (the "Merger
Agreement"), by and among (i) PIA Delaware, PIA Merchandising Co., Inc., a
California corporation ("PIA California"), and PIA Acquisition (collectively,
the "PIA Parties"), and (ii) SAI, SPAR Marketing, Inc., a Delaware corporation
("SMI"), SPAR Marketing Force, Inc., a Nevada corporation ("SMF"), SPAR
Marketing, Inc., a Nevada corporation ("SMNEV"), SPAR, Inc., a Nevada
corporation ("SINC"), SPAR/Burgoyne Retail Services, Inc., an Ohio corporation
("SBRS"), SPAR Incentive Marketing, Inc., a Delaware corporation ("SIM"), SPAR
Performance Group, Inc., a Delaware corporation ("SPGI") and SPAR Trademarks,
Inc., a Nevada corporation ("STM") (each a "SPAR Company" and collectively, the
"SPAR Companies").
PIA Delaware (pre-Merger only), PIA California and each of the PIA
California's direct and indirect subsidiaries (i.e., Pacific Indoor Display Co.,
Inc., a California corporation ("Pacific"), Pivotal Sales Company, a California
corporation ("Pivotal") and PIA Merchandising Limited, a corporation organized
under the laws of Nova Scotia ("PIA Canada")), may be referred to individually
as a "PIA Company" and collectively as the "PIA Companies."
7
<PAGE>
SPAR Group, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) (continued)
In connection with the Merger, PIA Delaware changed its name to SPAR
Group, Inc. (which will be referred to post-Merger individually as "SGI" or the
"Company"). Although the SPAR Companies became subsidiaries of PIA Delaware (now
SGI) as a result of this "reverse" Merger, the transaction has been accounted
for as required under generally accepted accounting principles as a purchase by
the SPAR Companies of the PIA Companies, with the books and records of SGI being
adjusted to reflect the historical operating results of the SPAR Companies.
In the transaction, the former shareholders and optionholders of SAI
received approximately 12.7 million shares of common stock and 134,114 common
stock options, respectively. The purchase price of approximately $12.3 million
has been allocated based on the estimated fair value of the assets of the PIA
Companies deemed for accounting purposes to have been acquired by the SPAR
Companies.
The goodwill that resulted from the Merger was calculated after giving
effect to the merger costs of the PIA Companies totaling $2.4 million and the
anticipated restructuring costs that are directly related to the Merger totaling
$7.4 million. Actual restructuring costs paid and current projections resulted
in a $2.0 million increase of restructuring costs to $9.4 million (see Note 5,
below). The excess purchase price deemed paid by the SPAR Companies for the
assets of the PIA Companies over the fair value of those assets was $13.7
million and is being amortized using the straight-line method over 15 years.
8
<PAGE>
SPAR Group, Inc.
BUSINESS COMBINATIONS - RESULTS AS IF THE ACQUISITIONS HAD OCCURRED ON JANUARY
1, 1999
In accordance with generally accepted accounting principles, the
operating results of SPGI and the PIA Companies have been included in the
condensed consolidated statements of operations from the dates of the respective
acquisitions. The unaudited results below (not included in the consolidated and
combined financial statements) are computed on a pro forma basis as if the
acquisitions occurred at the beginning of the period ended September 30, 1999
(in thousands, except per share amounts):
NINE MONTHS ENDED
SEPTEMBER 30,
1999
----------------------
Net revenues 122,547
======================
Operating loss (5,686)
======================
Pro forma net loss (4,691)
======================
Pro forma basic loss per share (0.26)
======================
Pro forma diluted loss per share (0.26)
======================
Basic weighted average common shares 18,153
======================
Diluted weighted average common shares 18,295
======================
The above pro forma statements of operations reflect incremental
amortization of goodwill, interest expense, increases in bonuses to new SPGI
management and provisions for federal and state income taxes.
The above pro forma results are not necessarily indicative of what
actually would have occurred if the acquisitions had been completed as of the
beginning of the period, nor are they necessarily indicative of future
consolidated results.
9
<PAGE>
SPAR Group, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) (continued)
4. SEGMENTS
Utilizing the management approach, the SPAR Group has broken down its
business based upon the nature of services provided (i.e., merchandising
services and incentive marketing services). The Merchandising Services Division
consists of SMI (an intermediate holding company), SMF, SMNEV, SBRS and SINC
(collectively, the "SPAR Marketing Companies") and the PIA Companies (see Note
3). The Incentive Marketing Division consists of each of SIM (an intermediate
holding company) and SPGI (see Note 3). Merchandising services generally consist
of regularly scheduled, routed services provided at the stores for a specific
retailer or multiple manufacturers primarily under multiple year contracts.
Services also include stand-alone large scale implementations. These services
may include activities such as ensuring that clients' products authorized for
distribution are in stock and on the shelf, adding in new products that are
approved for distribution but not present on the shelf, setting category shelves
in accordance with approved store schematics, ensuring that shelf tags are in
place, checking for the overall salability of clients' products, selling new
product and promotional items. Specific in-store services can be initiated by
retailers and manufacturers, such as new product launches, special seasonal or
promotional merchandising, focused product support and product recalls. These
services are used typically for large-scale implementations over 30 days. The
Merchandising Services Division of the SPAR Group also performs other project
services, such as new store sets and existing store resets, re-merchandising,
remodels and category implementations, multi-year shared service contracts or
stand-alone project contracts.
The Incentive Marketing Division generally consists of designing and
implementing premium incentives, managing group meetings and group travel for
corporate clients throughout the United States. These services may include
providing a variety of consulting, creative, program administrative, travel and
merchandise fulfillment services to companies seeking to motivate employees,
salespeople, dealers, distributors, retailers and consumers toward certain
action or objectives. The following table presents segment information (in
thousands):
<TABLE>
<CAPTION>
MERCHANDISING SERVICES INCENTIVE MARKETING TOTAL
THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED
---------------------------- ---------------------------- ----------------------------
SEPTEMBER 30,SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,SEPTEMBER 30,
2000 1999 2000 1999 2000 1999
---------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues 16,536 29,442 5,796 6,948 22,332 36,390
Cost of revenues 9,825 18,850 4,280 5,616 14,105 24,466
---------------------------- ---------------------------- ----------------------------
Gross profit 6,711 10,592 1,516 1,332 8,227 11,924
SG&A 5,319 9,310 1,402 1,378 6,721 10,688
---------------------------- ---------------------------- ----------------------------
EBITDA 1,392 1,282 114 (46) 1,506 1,236
============================ ============================ ============================
Net income (loss) 653 358 (553) (260) 100 98
============================ ============================ ============================
Total Assets 47,518 43,305 14,535 20,191 62,053 63,496
============================ ============================ ============================
MERCHANDISING SERVICES INCENTIVE MARKETING TOTAL
NINE MONTHS ENDED NINE MONTHS ENDED NINE MONTHS ENDED
---------------------------- ---------------------------- ----------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999 2000 1999
---------------------------- ---------------------------- ----------------------------
Net revenues 63,083 49,353 19,985 28,596 83,068 77,949
Cost of revenues 40,029 29,532 16,220 23,389 56,249 52,921
---------------------------- ---------------------------- ----------------------------
Gross profit 23,054 19,821 3,765 5,207 26,819 25,028
SG&A 18,400 16,440 4,160 3,987 22,560 20,427
---------------------------- ---------------------------- ----------------------------
EBITDA 4,654 3,381 (395) 1,220 4,259 4,601
============================ ============================ ============================
Net income (loss) 2,428 1,951 (1,798) 189 630 2,140
============================ ============================ ============================
Total Assets 47,518 43,305 14,535 20,191 62,053 63,496
============================ ============================ ============================
</TABLE>
10
<PAGE>
SPAR Group, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) (continued)
In March 2000, the Company established its Internet Division to
separately market its applications, software products and services. As the
division develops, the Company anticipates separately reporting information
regarding this segment.
5. RESTRUCTURING AND OTHER CHARGES
In connection with the PIA Merger, the Company's Board of Directors
approved a plan to restructure the operations of the PIA Companies.
Restructuring costs are composed of committed costs required to integrate the
SPAR Companies' and the PIA Companies' field organizations and the consolidation
of administrative functions to achieve beneficial synergies and costs savings.
The SPAR Group recognized termination costs in accordance with EITF
95-3, Recognition of Liabilities in Connection with a Business Combination.
The following table displays a roll-forward of the liabilities for
restructuring and other charges from December 31, 1999 to September 30, 2000 (in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31, NINE MONTHS NINE MONTHS SEPTEMBER 30,
1999 ENDED ENDED 2000
RESTRUCTURING SEPTEMBER 30, SEPTEMBER 30, RESTRUCTURING
AND OTHER 2000 2000 AND OTHER
CHARGES DEDUCTIONS ADJUSTMENTS CHARGES
------------------------------------------------------------------------------
Type of cost:
<S> <C> <C> <C> <C>
Employee separation 1,115 ( 1,079) 748 784
Equipment lease settlements 2,747 ( 745) 1,367 3,369
Office lease settlements 1,542 ( 212) ( 619) 711
------------------------------------------------------------------------------
5,404 (2,036) 1,496 4,864
==============================================================================
</TABLE>
Management believes that with the $1.5 million adjustment to the
restructuring reserve the remaining reserves are adequate to complete its plan.
11
<PAGE>
SPAR Group, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited) (continued)
6. EARNINGS PER SHARE
The following table sets forth the computations of pro forma basic and
diluted earnings per share (in thousands, except per share data):
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
----------------------------------------------------------------------
Numerator:
<S> <C> <C> <C> <C>
Actual/Pro forma net income $ 100 $ 98 $ 630 $ 1,108
=================================== ==================================
Denominator:
Shares used in pro forma basic earnings per
share calculation(1) 18,176 18,153 18,165 14,350
Effect of diluted securities:
Employee stock options 121 142 125 141
----------------------------------- ----------------------------------
Shares used in pro forma diluted earnings per
share calculations(1) 18,297 18,295 18,290 14,491
=================================== ==================================
Actual/Pro forma basic earnings per share(1) $ 0.01 $ 0.01 $ 0.03 $ 0.08
=================================== ==================================
Actual/Pro forma diluted earnings per share(1) $ 0.01 $ 0.01 $ 0.03 $ 0.08
=================================== ==================================
</TABLE>
1 The pro forma basic and pro forma diluted earnings per share amounts are
based upon 12,655,000 shares on January 1, 1999, although these shares were
issued on July 9, 1999, as required to comply with SFAS No. 128 and the
Securities and Exchange Commission Staff Accounting Bulletin 98 (SAB 98).
7. OTHER INCOME
In January 2000, the Company sold its investment in an affiliate for
approximately $1.5 million. The sale resulted in a gain of approximately
$790,000, which is included in other income.
12
<PAGE>
SPAR Group, Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
--------------------------
This Quarterly Report on Form 10-Q includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act, including, in particular, the statements about the SPAR
Group's plans and strategies under the headings "Management's Discussion and
Analysis of Financial Condition and Results of Operations." Although the SPAR
Group believes that its plans, intentions and expectations reflected in or
suggested by such forward-looking statements are reasonable, it cannot assure
that such plans, intentions or expectations will be achieved. Important factors
that could cause actual results to differ materially from the forward-looking
statements made in this Quarterly Report on Form 10-Q are set forth in this
Quarterly Report on Form 10-Q. All forward-looking statements attributable to
the SPAR Group or persons acting on its behalf are expressly qualified by the
cautionary statements contained in this Quarterly Report on Form 10-Q.
The SPAR Group does not undertake any obligation to update or revise
any forward-looking statement or risk factor or to publicly announce any
revisions to any of them to reflect future events, developments or
circumstances.
OVERVIEW
--------
The Company provides merchandising services to manufacturers and
retailers principally in mass merchandiser, chain, discount drug and grocery
stores through its Merchandising Services Division. In addition, the SPAR
Group's Incentive Marketing Division designs and implements premium incentives,
manages group meetings and group travel for corporate clients. In March 2000,
the Company established its Internet Division to separately market its
applications, software products and services. Although such products and
services were in part available through the Company's other divisions prior to
the establishment of the Internet Division, the historical revenues and expenses
related to such software products and services generally were not maintained
separately and have been included below in the discussion of the condition and
results of the Merchandising Services Division and Incentive Marketing Division.
According to Generally Accepted Accounting Principles ("GAAP"), upon an
acquisition, the acquired company's results of operations are not included in
the acquirer's results of operations prior to the date of acquisition. The SPAR
Companies acquired substantially all of the assets of BIMA (the "MCI
Acquisition") on January 16, 1999 (see Notes 2 and 3 to the Condensed
Consolidated Financial Statements). Under GAAP, the SPAR/PIA merger completed on
July 9, 1999 was deemed to be an acquisition of PIA by SPAR. (See Notes 2 and 3
to the Condensed Consolidated Financial Statements). Therefore, the following
discussions include only the results of SPGI subsequent to January 15, 1999 and
the results of PIA subsequent to July 8, 1999.
13
<PAGE>
SPAR Group, Inc.
Since the SPAR/PIA merger, the SPAR Group has restructured its
operations by integrating the SPAR Marketing Companies' and the PIA Companies'
field organizations and consolidated administrative functions where possible to
achieve significant synergies and cost savings.
RESULTS OF OPERATIONS
---------------------
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
------------------------------------------------------------------------------
30, 1999
--------
NET REVENUES
------------
The following table sets forth net revenues by division as a percentage
of net revenues for the periods indicated:
<TABLE>
<CAPTION>
Quarter Ended
-----------------------------------------------------------------
September 30, 2000 September 30, 1999 Change
-------------------------- ----------------------------- --------
(amounts in millions) Amount % Amount % %
--------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Merchandising Services net revenues $16.5 74.0% $ 29.4 80.9% (43.7%)
Incentive Marketing net revenues 5.8 26.0% 7.0 19.1% (17.2%)
--------- ---------- ---------- ---------- --------
Net Revenue $22.3 100.0% $ 36.4 100.0% (38.6%)
</TABLE>
Net revenues for the third quarter of 2000 were $22.3 million compared
to $36.4 million in the third quarter of 1999, a 38.6% decline.
Merchandising services net revenues for the quarter ended September 30,
2000 were $16.5 million, compared to $29.4 million in the quarter ended
September 30, 1999, a 43.7% decrease. The decrease in net revenues is primarily
attributed to discontinued PIA programs.
Incentive marketing net revenues for the quarter ended September 30,
2000 were $5.8 million, compared to $7.0 million for the quarter ended September
30, 1999, a reduction of 17.2% primarily due to a decrease in project revenue.
14
<PAGE>
SPAR Group, Inc.
COST OF REVENUES
----------------
The following table sets forth cost of revenues by division as a
percentage of net revenues for the periods indicated:
<TABLE>
<CAPTION>
Quarter Ended
-------------------------------------------------------------------
September 30, 2000 September 30, 1999 Change
-------------------------- ----------------------------- ----------
(amounts in millions) Amount % Amount % %
--------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Merchandising Services cost of revenues $ 9.8 59.4% $ 18.9 64.2% (47.9%)
Incentive Marketing cost of revenues 4.3 73.8% 5.6 80.0% (23.6%)
--------- ---------- ---------- ---------- ----------
Total cost of revenues $ 14.1 63.2% $ 24.5 67.2% (42.4%)
</TABLE>
Cost of revenues for the quarter ended September 30, 2000 and September
30, 1999 were $14.1 million and $24.5 million respectively, a 42.4% decrease.
Cost of revenues for the quarter ended September 30, 2000 was 63.2% of net
revenues compared to 67.2% in 1999.
Merchandising services cost of revenues was 59.4% of net revenues for
the quarter ended September 30, 2000 compared to 64.2% in 1999. The decrease in
cost of revenues, as a percentage of net revenues, in the quarter ended
September 30, 2000 from the quarter ended September 30, 1999 is primarily
attributable to the reversal of a provision for a contingent liability that has
been resolved (see Part II Other Information Item 1. Legal Proceedings) as well
as an improvement in PIA related field costs.
Incentive marketing cost of revenues, as a percentage of net revenues,
for the quarter ended September 30, 2000 and September 30, 1999 were 73.8% and
80.0%, respectively. The decrease in cost of revenues as a percentage of net
revenues in the quarter ended September 30, 2000 from the quarter ended
September 30, 1999 is primarily due to a more favorable mix of business.
OPERATING EXPENSES
------------------
The following table sets forth the operating expenses as a percentage
of net revenues for the periods indicated:
<TABLE>
<CAPTION>
Quarter Ended
-----------------------------------------------------------------
September 30, 2000 September 30, 1999 Change
-------------------------- ----------------------------- --------
(amounts in millions) Amount % Amount % %
--------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Selling, general & administrative expenses $ 6.7 30.1% $ 10.7 29.4% (37.1%)
Depreciation & amortization .8 3.6% .7 1.9% 14.8%
--------- ---------- ---------- ---------- --------
Total Operating Expenses $ 7.5 33.6% $ 11.4 31.3% (33.9%)
</TABLE>
Selling, general and administrative expenses decreased by 37.1% in the
third quarter of 2000 to $6.7 million compared to $10.7 million in the same
period of 1999. This decrease was primarily due to a reduction of the PIA
related selling, general and administrative expenses.
15
<PAGE>
SPAR Group, Inc.
Depreciation and amortization were consistent in the third quarter of
2000 with the third quarter of 1999.
INTEREST EXPENSE
----------------
Interest expense increased slightly in the third quarter of 2000 due to
higher weighted average borrowing rates in 2000, partially offset by lower
borrowing needs.
ACTUAL/PRO FORMA INCOME TAXES
-----------------------------
The income tax provision in the third quarter of 2000 represents a
combined effective federal and state income tax rate of 56.5%. The pro forma
income tax provision in the third quarter of 1999 represents a combined
effective federal and state income tax rate of 65.2% of taxable income.
The effective tax rate is higher than the federal statutory income tax rates due
to non-deductible goodwill amortized during the periods.
ACTUAL/PRO FORMA NET INCOME
---------------------------
The SPAR Group had net income of $0.1 million in the third quarter of
2000 or $0.01 per basic and diluted share compared to pro forma net income of
$0.1 million or $0.01 per pro forma basic and diluted share in the corresponding
period in 1999.
RESULTS OF OPERATIONS
---------------------
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------------------------------------------
1999
----
NET REVENUES
------------
The following table sets forth net revenues by division as a percentage
of net revenues for the periods indicated:
<TABLE>
<CAPTION>
Nine Months Ended
-----------------------------------------------------------------
September 30, 2000 September 30, 1999 Change
-------------------------- ----------------------------- --------
(amounts in millions) Amount % Amount % %
--------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Merchandising Services net revenues $63.1 75.9% $ 49.4 63.3% 27.8%
Incentive Marketing net revenues 20.0 24.1% 28.6 36.7% (30.1%)
--------- ---------- ---------- ---------- --------
Net Revenue $83.1 100.0% $ 78.0 100.0% 6.6%
</TABLE>
Net revenues for the nine months ended September 30, 2000 were $83.1
million compared to $78.0 million for the nine months ended September 30, 1999.
16
<PAGE>
SPAR Group, Inc.
Merchandising services net revenues for the nine months ended September
30, 2000 were $63.1 million, compared to $49.4 million in the nine months ended
September 30, 1999, a 27.8% increase. The increase in net revenues is primarily
attributed to the inclusion of $24.3 million of net revenues of the PIA
Companies' merchandising operations for the first six months of 2000 with no
comparable revenue in the first six months of 1999, offset by PIA programs
discontinued in 2000. In addition, the SPAR Companies' merchandising net
revenues increased by $1.0 million for the nine month period ended September 30,
2000 due to additional customers.
Incentive marketing net revenues for the nine months ended September
30, 2000 were $20.0 million, compared to $28.6 million for the nine months ended
September 30, 1999, a reduction of 30.1% primarily due to a decrease in project
revenue.
COST OF REVENUES
----------------
The following table sets forth cost of revenues by division as a
percentage of net revenues for the periods indicated:
<TABLE>
<CAPTION>
Nine Months Ended
-----------------------------------------------------------------
September 30, 2000 September 30, 1999 Change
-------------------------- ----------------------------- --------
(amounts in millions) Amount % Amount % %
--------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Merchandising Services cost of revenues $ 40.0 63.5% $ 29.5 59.8% 35.6%
Incentive Marketing cost of revenues 16.2 81.2% 23.4 81.8% (30.7%)
--------- ---------- ---------- ---------- --------
Total cost of revenues $ 56.2 67.6% $ 52.9 67.9% 6.2%
</TABLE>
Cost of revenues for the nine months ended September 30, 2000 and
September 30, 1999 were $56.2 million compared to $52.9 million in the first
nine months of 1999, a 6.2% increase. Cost of revenues for the nine months ended
September 30, 2000 was 67.6% of net revenues compared to 67.9% in 1999.
Merchandising services cost of revenues were 63.5% of net revenues for
the nine months ended September 30, 2000 compared to 59.8% in 1999. The increase
in cost of revenues as a percentage of net revenues in the nine months ended
September 30, 2000 is primarily attributed to the higher labor cost structure of
the PIA Companies' field organization.
Incentive marketing cost of revenues as a percentage of net revenues
for the nine months ended September 30, 2000 was consistent with last year.
17
<PAGE>
SPAR Group, Inc.
OPERATING EXPENSES
------------------
The following table sets forth the operating expenses as a percentage
of net revenues for the periods indicated:
<TABLE>
<CAPTION>
Nine Months Ended
-----------------------------------------------------------------
September 30, 2000 September 30, 1999 Change
-------------------------- ----------------------------- --------
(amounts in millions) Amount % Amount % %
--------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Selling, general & administrative expenses $ 22.6 27.2% $ 20.4 26.2% 10.4%
Depreciation & amortization 2.4 2.9% 1.2 1.6% 100.0%
--------- ---------- ---------- ---------- --------
Total Operating Expenses $ 25.0 30.1% $ 21.6 27.8% 15.5%
</TABLE>
Selling, general and administrative expenses increased by 10.4% in the
nine months ended September 30, 2000 to $22.6 million compared to $20.4 million
in the same period of 1999. This increase was due primarily to the inclusion of
the PIA Companies' general and administrative costs for the first six months of
2000 totaling $5.9 million with no comparable PIA expenses for the first six
months of 1999.
Depreciation and amortization increased by $1.2 million in the nine
months ended September 30, 2000 due primarily to the amortization of goodwill
recognized by the acquisition of the PIA Companies, the MCI Acquisition by the
SPAR Group and the depreciation related to capitalized software development
costs.
INTEREST EXPENSE
----------------
Interest expense increased in the nine months ended September 30, 2000
due to higher weighted average borrowing rates in 2000.
ACTUAL/PRO FORMA INCOME TAXES
-----------------------------
The income tax provision in the nine months ended September 30, 2000
represents a combined federal and state income tax rate of 46.6%. The pro forma
income tax provision in the third quarter of 1999 represents a combined
effective federal and state income tax rate of 52.3% of taxable income.
The effective tax rate is higher than the federal statutory income tax
rates due to non-deductible goodwill amortization during the periods.
18
<PAGE>
SPAR Group, Inc.
ACTUAL/PRO FORMA NET INCOME
---------------------------
The SPAR Group had net income of $0.6 million in the nine months ended
September 30, 2000 or $0.03 per basic and diluted share compared to pro forma
net income of $1.1 million or $0.08 per pro forma basic and diluted share in the
corresponding period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
In the nine months ended September 30, 2000, the SPAR Group had pre-tax
income of $1.2 million and experienced a positive operating cash flow of $0.7
million. As previously noted, the Merger with PIA was consummated on July 8,
1999. The Merger has reduced fixed costs and created synergies directly
impacting the SPAR Group's profitability and cash flow.
The SPAR Group experienced a net decrease in cash and cash equivalents
of $2.1 million for the nine months ended September 30, 2000. With the existing
revolving line of credit, subject to availability, timely collection of
receivables, and the SPAR Group's current working capital position, management
believes that liquidity and capital resources over the next twelve months will
be sufficient to maintain ongoing operations.
DEBT
----
In 1999, IBJ Whitehall and the members of the SPAR Group (other than
PIA Canada) (collectively, the "Borrowers") entered into a Revolving Credit,
Term Loan and Security Agreement (the "Bank Loan Agreement"). The Bank Loan
Agreement (as amended) allows Borrowers to borrow up to a maximum of $15 million
on a revolving credit basis, and $2.5 million on a term basis (the "Term Loan").
The revolving loans bear interest at IBJ Whitehall's "Alternate Base Rate" plus
one-half of one percent (0.50%) (a total of 10.0% per annum at September 30,
2000), and the Term Loan bears interest at such "Alternate Base Rate" plus
three-quarters of one percent (0.75%) (a total of 10.25% per annum at September
30, 2000). The Bank Loan Agreement's revolving credit loan of $15.0 million is
scheduled to mature on September 21, 2002. The Term Loan amortizes in equal
monthly installments of $83,334 each. In addition, the Borrowers are required to
make mandatory prepayments in an amount equal to 25% of Excess Cash Flow, as
defined in the Bank Loan Agreement, for each fiscal year, to be applied first to
the Term Loan and then to the revolving credit loans (subject to the Borrowers'
ability to re-borrow revolving advances in accordance with the terms of the Bank
Loan Agreement). The facility is secured with the assets of the SPAR Group.
The Bank Loan Agreement contains an option for the Bank to purchase
16,667 shares of common stock of the Company for $0.01 per share in the event
that the Company's average closing share price over a ten consecutive trading
day period exceeds $15.00 per share. This option expires September 22, 2002.
The Bank Loan Agreement contains certain financial covenants that must
be met by the Borrowers on a consolidated basis, among which are a minimum "Net
Worth," a "Fixed Charge
19
<PAGE>
SPAR Group, Inc.
Coverage Ratio", a minimum ratio of Debt to EBITDA, and a minimum EBITDA, as
such terms are defined in the Bank Loan Agreement.
The balance outstanding on the revolving line of credit was $12.5
million and $13.3 million at September 30, 2000 and December 31, 1999,
respectively. As of September 30, 2000, the SPAR Group had unused availability
under the line of credit to borrow up to an additional $2.5 million.
CASH AND CASH EQUIVALENTS
-------------------------
Net cash provided by operating activities for the nine months ended
September 30, 2000, of $0.7 million compared with a net cash used of $4.6
million for the nine months ended September 30, 1999.
Net cash provided by investing activities were $0.0 million and $6.5
million, respectively, for the nine months ended September 30, 2000 and for the
nine months ended September 30, 1999. Net cash provided by investing activities
for the nine months ended September 30, 2000, was primarily due to the sale of
an investment offset by purchases of property and equipment.
Net cash used in financing activities for the nine months ended
September 30, 2000, was $2.8 million, compared with net cash used by financing
activities of $0.4 million for the nine months ended September 30, 1999. The net
cash used in financing activities for the nine months ended September 30, 2000,
was primarily due to the payment of the MCI Note payable as well as further
reductions of other long-term debt.
The above activity resulted in a net decrease in cash and cash
equivalents of $2.1 million for the nine months ended September 30, 2000,
compared to a net increase of $1.5 million for the nine months ended September
30, 1999.
At September 30, 2000, the Company had negative working capital of $1.7
million as compared to negative working capital at December 31, 1999 of $0.6
million, and current ratios of .95 and 1.0 as of September 30, 2000, and
December 31, 1999, respectively.
Timely collection of its receivables provide the SPAR Group's current
liquidity. However, the potential of delays in collection of receivables due
from any of the SPAR Group's major clients, or a significant reduction in
business from such clients, or the inability to acquire new clients, would have
a material adverse effect on the SPAR Group's cash resources and its ongoing
ability to fund operations.
At September 30, 2000, the SPAR Group is obligated, under certain
circumstances, to pay severance compensation to its employees and other costs in
connection with the Merger of approximately $4.9 million. In addition, the
Company incurred substantial cost in connection with the transaction, including
legal, accounting and investment banking fees estimated to be an aggregate
unpaid obligation of approximately $1.5 million. The SPAR Group has also accrued
approximately $1.9 million for expenses incurred by PIA prior to the Merger,
which have not been paid. Management believes the current bank credit facilities
are sufficient to fund operations and working capital, including the current
maturities of debt obligations, but may not be sufficient to reduce obligations
of the Merger with PIA.
20
<PAGE>
SPAR Group, Inc.
The Company is currently seeking additional financing to
meet the non-operational credit needs. However, there can be no assurances that
the Company will be successful.
Certain former principal stockholders of the SPAR Companies each made
loans to certain SPAR Companies in the aggregate amount of $4.3 million to
facilitate the acquisition of the assets of MCI. These stockholders also were
owed $1.9 million in unpaid distributions relating to the former status of
certain of the operating SPAR Companies as Subchapter S Corporations. Those
amounts were converted into promissory notes issued to these certain
stockholders severally by SMF, SINC and SPGI prior to the Merger, which
aggregated $6.2 million. As of September 30, 2000, a total of $5.7 million
remained outstanding under these notes.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The SPAR Group is exposed to market risk related to the variable
interest rate on the line of credit and term note and the variable yield on its
cash and cash equivalents. The SPAR Group's accounting policies for financial
instruments and disclosures relating to financial instruments require that the
SPAR Group's consolidated balance sheets include the following financial
instruments: cash and cash equivalents, accounts receivable, accounts payable
and long term debt. The SPAR Group considers carrying amounts of current assets
and liabilities in the condensed consolidated financial statements to
approximate the fair value for these financial instruments, because of the
relatively short period of time between origination of the instruments and their
expected realization. The carrying amounts of long-term debt approximate fair
value because the obligations bear interest at a floating rate. The SPAR Group
monitors the risks associated with interest rates and financial instrument
positions. The SPAR Group's investment policy objectives require the
preservation and safety of the principal, and the maximization of the return on
investment based upon the safety and liquidity objectives.
The SPAR Group's revenue derived from international operations is not
material and, therefore, the risk related to foreign currency exchange rates is
not material.
Investment Portfolio
The SPAR Group has no derivative financial instruments or derivative
commodity instruments in its cash and cash equivalents and investments. The SPAR
Group invests its cash and cash equivalents in investments in high-quality and
highly liquid investments consisting of taxable money market instruments.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On September 23, 1999, Information Leasing Corporation ("ILC") filed a
complaint for breach of contracts, claim and delivery, and conversion against
the Company in Orange County Superior Court, Santa Ana, California, Case No.
814820, with respect to certain equipment leased to the PIA Companies
21
<PAGE>
SPAR Group, Inc.
by ILC, which complaint sought judgment to recover the principal sum of
$1,535,869.68, plus taxes, fees, liens, and late charges, immediate possession
of the leased equipment, compensation for the reasonable value thereof, and
costs and attorneys' fees. The Company is currently attempting to negotiate a
settlement.
Pursuant to that certain Asset Purchase Agreement dated as of December
22, 1998, among BIMA Group, Inc. (f/k/a MCI Performance Group, Inc.) ("BIMA"),
John H. Wile, SPAR Performance Group, Inc.(f/k/a SPAR MCI Performance Group,
Inc.) ("SPGI"), and a company formerly known as SPAR Group, Inc., as amended by
the First Amendment thereto dated as of January 15, 1999, Second Amendment dated
as of September 22, 1999 (the "Second Amendment"), and Third Amendment dated as
of October 1, 1999 (the "Third Amendment"), SPGI would be obligated to pay
"Earn-Out Consideration" to BIMA if BIMA met certain financial performance
criteria as set forth therein. SPGI has fully paid the amount outstanding under
the Promissory Note pursuant to the Asset Purchase Agreement with respect to the
original purchase price, as adjusted by the Second Amendment. Based upon the
unaudited balance sheet of BIMA as of January 15, 1999, SPGI estimates that no
"Earn-Out Consideration" is due to BIMA. BIMA has asserted that it is owed
approximately $5,000,000 in Earn-Out Consideration, but such Earn-Out
Consideration calculation has not been agreed to by SPGI. If the parties cannot
agree upon such amount, BIMA has threatened that legal proceedings may ensue
with respect to this matter. If sued, SPGI would vigorously contest such matter.
SPGI and BIMA intend to continue negotiations, and have orally agreed to use
arbitrators (assuming mutually acceptable procedures can be adopted), in order
to resolve such "Earn-Out Consideration" dispute.
SPAR Marketing Services ("SMS"), a related party has been audited by
the Internal Revenue Service with respect to whether certain field
representatives should be classified as independent contractors or employees for
federal employment tax purposes for the tax years ended December 31, 1991 and
1992. Neither SPAR Group Inc. nor any of its subsidiaries were ever named in the
audit or involved in the process. However, due to its common control the Company
deemed it prudent to establish a contingent liability of five hundred thousand
dollars ($500,000) for any potential exposure. SMS has informed the Company that
it has reached a settlement with the Internal Revenue Service. As a result of
the settlement, the Company no longer requires the contingent liability and has
reversed the accrual to cost of revenues in the quarter ended September 30,
2000.
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
Item 2(a): Not applicable
-------------------------
Item 2(b): Not applicable
-------------------------
Item 2(c): Not Applicable
-------------------------
22
<PAGE>
SPAR Group, Inc.
Item 2(d): Use of Past Proceeds
-------------------------------
Not applicable.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on August 3,
2000. The meeting was held to (1) elect the Board of Directors and (2) to ratify
the appointment of Ernst & Young LLP as the Company's independent auditors for
the year ending December 31, 2000.
The number of votes cast for each proposal are set forth below.
Proposal Number 1 - Election of the Board of Directors:
Name: For: Against: Absention:
----- ---- -------- ----------
Robert G. Brown 17,730,039 0 4,053
William H. Bartels 17,730,039 0 4,053
Robert O. Aders 17,726,958 0 7,134
Each of the nominees was elected to the Board of Directors.
Proposal Number 2 - Ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors for the year ending December 31, 2000:
For: Against: Absention:
---- -------- ----------
17,733,340 467 285
ITEM 5: OTHER INFORMATION
Not applicable.
23
<PAGE>
SPAR Group, Inc.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K.
EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 Certificate of Incorporation of SPAR Group, Inc., as
amended. (incorporated by reference to the Company's
Registration Statement on Form S-1 (Registration No.
33-80429) as filed with the Securities and Exchange
Commission on December 14, 1995 (the "Form S-1") and
to Exhibit 3.1 to the Company's Form 10-Q for the
3rd Quarter ended September 30, 1999).
3.2 By-laws of PIA (incorporated by reference to the
Form S-1).
4.1 Registration Rights Agreement entered into as of
January 21, 1992 by and between RVM Holding
Corporation. RVM/PIA, a California Limited
Partnership, The Riordan Foundation and
Creditanstalt-Bankverine (incorporated by reference
to the Form S-1).
10.1 1990 Stock Option Plan (incorporated by reference to
the Form S-1).
10.2 Amended and Restated 1995 Stock Option Plan
(incorporated by reference of Exhibit 10.2 to the
Company's Form 10-Q for the 2nd Quarter ended July
3, 1998).
10.3 1995 Stock Option Plan for Non-employee Directors
(incorporated by reference to the Form S-1).
10.4+* Employment Agreement dated as of June 25, 1997
between PIA and Terry R. Peets (incorporated by
reference to Exhibit 10.5 to the Company's Form 10-Q
for the 2nd Quarter ended , 1997)
10.5+* Severance Agreement dated as of February 20, 1998
between PIA and Cathy L. Wood (incorporated by
reference to Exhibit 10.5 to the Company's Form 10-Q
for the 1st Quarter ended April 30, 1998)
10.6* Severance Agreement dated as of August 10, 1998
between PIA and Clinton E. Owens (incorporated by
reference to Exhibit 10.6 to the Company's Form 10-Q
for the 3rd Quarter ended October 2, 1998)
24
<PAGE>
SPAR Group, Inc.
10.7+* Amendment No. 1 to Employment Agreement dated as of
October 1, 1998 between PIA and Terry R. Peets.
10.8 +*Amended and Restated Severance Compensation
Agreement dated as of October 1, 1998 between PIA
and Cathy L. Wood.
10.9 +Loan and Security Agreement dated December 7, 1998
among Mellon Bank, N.A., PIA Merchandising Co.,
Inc., Pacific Indoor Display Co. and PIA.
10.10 +Agreement and Plan of Merger dated as of February
28, 1999 among PIA, SG Acquisition, Inc., PIA
Merchandising Co., Inc., SPAR Acquisition, Inc.,
SPAR Marketing, Inc., SPAR Marketing Force, Inc.,
SPAR, Inc., SPAR/Burgoyne Retail Services, Inc.,
SPAR Incentive Marketing, Inc., SPAR MCI Performance
Group, Inc. and SPAR Trademarks, Inc.
10.11+ Voting Agreement dated as of February 28, 1999 among
PIA, Clinton E. Owens, RVM/PIA, California limited
partnership, Robert G. Brown and William H. Bartels.
10.12* Amendment No. 2 to Employment Agreement dated as of
February 11, 1999 between PIA and Terry R. Peets
(incorporated by reference to Exhibit 10.12 to the
Company's Form 10-Q for the 2nd Quarter ended April
2, 1999).
10.13 Special Purpose Stock Option Plan (incorporated by
reference to Exhibit 10.13 of the Company's Form
10-Q for the 2nd Quarter ended July 2, 1999.
10.14 Amendment No. 1 to Severance Agreement dated as of
May 18, 1999 between the Company and Cathy L. Wood
(incorporated by reference to Exhibit 10.14 of the
Company's Form 10-Q for the 3rd Quarter ended
September 30, 1999).
10.15++ Second Amended and Restated Revolving Credit, Term
Loan and Security Agreement by and among IBJ
Whitehall Business Credit Corporation with SPAR
Marketing Force, Inc., SPAR Group, Inc., SPAR, Inc.,
SPAR/Burgoyne Retail Services, Inc., SPAR Incentive
Marketing, Inc., SPAR Trademarks, Inc., SPAR MCI
Performance Group, Inc., SPAR Marketing, Inc. (DE),
SPAR Marketing, Inc. (NV), SPAR Acquisition, Inc.,
PIA Merchandising, Co., Inc., Pacific Indoor Display
Co., Inc., and Pivotal Sales Company dated as of
September 22, 1999.
25
<PAGE>
SPAR Group, Inc.
10.16++ Waiver and Amendment No. 1 ("Amendment") is entered
into as of December 8, 1999, by and between SPAR
Marketing Force, Inc., SPAR, Inc., SPAR/Burgoyne
Retail Services, Inc., SPAR Group, Inc., SPAR
Incentive Marketing, Inc., SPAR Trademarks, Inc.,
SPAR Performance Group, Inc. (f/k/a SPAR MCI
Performance Group, Inc.), SPAR Marketing, Inc. (DE),
SPAR Marketing, Inc. (NV), SPAR Acquisition, Inc.,
PIA Merchandising Co., Inc., Pacific Indoor Display
Co., Inc. and Pivotal Sales Company (each a
"Borrower" and collectively, the "Borrowers") and
IBJ Whitehall Business Credit Corporation
("Lender").
10.17** Service Agreement dated as of January 4, 1999 by and
between SPAR Marketing Force, Inc. and SPAR
Marketing Services, Inc.
10.18** Business Manager Agreement dated as of July 8, 1999
by and between SPAR Marketing Force, Inc. and
SPAR Marketing Services, Inc.
21.1++ Subsidiaries of the Company
23.1++ Consent of Ernst & Young LLP
27.0*** Financial Data Schedule
+ Previously filed with initial Form 10-K for the fiscal
year ended January 1, 1999.
++ Previously filed with initial Form 10-K for the fiscal
year ended December 31, 1999.
* Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to
applicable rules of the Securities and Exchange
Commission.
** Previously filed with Form 10-K/A for the fiscal year
ended December 31, 1999.
*** Filed herewith.
REPORTS ON FORM 8-K.
None.
26
<PAGE>
SPAR Group, Inc.
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.
Date: November 20, 2000 SPAR Group, Inc., Registrant
------------------
By: /s/ Charles Cimitile
------------------------
Charles Cimitile
Chief Financial Officer
and Secretary
27
