-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LhzbLF1qT9oQ8gyDQVkZ0iwheqWo56+jd9FS1O9KCbgy6e1zmMhkxrlKMQWKsYiJ PPXk0q1+wWF354crmgmZ9Q== 0000910680-00-000226.txt : 20000403 0000910680-00-000226.hdr.sgml : 20000403 ACCESSION NUMBER: 0000910680-00-000226 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPAR GROUP INC CENTRAL INDEX KEY: 0001004989 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330684451 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 000-27408 FILM NUMBER: 590440 BUSINESS ADDRESS: STREET 1: 19900 MACARTHUR BLVD STREET 2: SUITE 900 CITY: IRVINE STATE: CA ZIP: 92715 BUSINESS PHONE: 7144762200 MAIL ADDRESS: STREET 1: 19900 MACARTHUR BLVD STREET 2: STE 900 CITY: IRVINE STATE: CA ZIP: 92715 FORMER COMPANY: FORMER CONFORMED NAME: PIA MERCHANDISING SERVICES INC DATE OF NAME CHANGE: 19951220 FORMER COMPANY: FORMER CONFORMED NAME: PIA MERICHANDISING SERVICES INC DATE OF NAME CHANGE: 19951215 NT 10-K 1 NOTIFICATON OF LATE FILING FOR SPAR GROUP, INC. 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 -------------------------------------------------------------- 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: ------------------------------------------------- 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: - -------------------------------------------------------------------------------- PART I -- REGISTRANT INFORMATION SPAR Group, Inc. - -------------------------------------------------------------------------------- Full Name of Registrant PIA Merchandising Services, Inc. - -------------------------------------------------------------------------------- Former Name if Applicable 580 White Plains Road, Sixth Floor - -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Tarrytown, New York 10591 - -------------------------------------------------------------------------------- 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) PART IV -- OTHER INFORMATION - -------------------------------------------------------------------------------- 1. Name and telephone number of person to contact in regard to this notification Charles Cimitile, Chief Financial Officer 914 332-4100 ----------------------------------------- --- -------- (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 ----------- ----------- X ----------- ----------- 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 ----------- ----------- X ----------- ----------- 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 - -------------------------------------------------------------------------------- SPAR Group, Inc. -------------------------------------------- (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 ------------------------------------ Date: March 31, 2000 Name: Charles Cimitile -------------- Title: Chief Financial Officer 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. 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. -----END PRIVACY-ENHANCED MESSAGE-----