UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): |X|Form 10-K Form 20-F Form 11-K Form 10-Q Form N-SAR
For Period Ended: December 31, 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
580 White Plains Road, Sixth Floor
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Address of Principal Executive Office (Street and Number)
Tarrytown, New York 10591
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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
[X] on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
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
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
<PAGE>
PART IV -- OTHER INFORMATION
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1. Name and telephone number of person to contact in regard to this
notification
Charles Cimitile, Chief Financial Officer 914 332-4100
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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 No 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 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.
By:/s/ Charles Cimitile
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Date: March 31, 2000 Name: Charles Cimitile
-------------- Title: Chief Financial Officer
<PAGE>
ATTACHMENT A
PART III - NARRATIVE
The Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1999 (the "Annual Report") 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 information necessary to complete the Annual
Report, including the financial statements and the notes thereto, have not yet
been completed.
<PAGE>
ATTACHMENT B
PART IV - OTHER INFORMATION
The Registrant anticipates reporting that the results of operations for the
fiscal year ended December 31, 1999 have substantially changed in comparison
with the results of operations for the nine months ended December 31, 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 year end 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 fiscal year ended December 31, 1999, the Registrant anticipates
reporting pro forma net income of $1.242 million, or $.08 per pro forma diluted
share, compared with pro forma net income of $3.856 million, or $.30 per pro
forma diluted share, in the nine months ended December 31, 1998. These results
are based upon a 21.4 percent increase in the pro forma diluted weighted shares
outstanding in the 1999 fiscal year. Revenues for the fiscal year ended December
31, 1999 increased to $116.525 million from $32.601 million for the nine months
ended December 31, 1998.
Results for the year ended December 31, 1999 include six months of PIA
operations and eleven and one-half months of MCI operations. Results for the
nine months ended December 31, 1998 do not include a pre-merger net loss of $3.2
million for PIA and a pre-acquisition income of $0.6 million for MCI.
Consolidated figures for the fiscal year 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.
