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EX-99.4 - EXHIBIT 99.4 - SPAR Group, Inc.ex_108998.htm
EX-99.3 - EXHIBIT 99.3 - SPAR Group, Inc.ex_108999.htm
EX-99.1 - EXHIBIT 99.1 - SPAR Group, Inc.ex_108996.htm
8-K/A - FORM 8-K/A - SPAR Group, Inc.sgrp20180326_8ka.htm

Exhibit 99.2

 

Resource Plus of North Florida, Inc.

Balance Sheets

As of September 30, 2017 and 2016

 

 

   

2017

   

2016

 
ASSETS                
                 
CURRENT ASSETS                

Cash and cash equivalents

  $ 1,446,741     $ 717,887  

Accounts receivable, net of allowance for doubtful accounts

    3,265,064       5,532,213  

Employee and related party receivables

    2,376       4,104  

Marketable securities

    20,522       447,254  

Prepaid expenses and other current assets

    94,868       84,536  

Total current assets

    4,829,571       6,785,994  
                 

Property and equipment

    143,067       75,346  

Notes receivable-related party

    154,839       60,470  

TOTAL ASSETS

  $ 5,127,477       6,921,810  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
                 

CURRENT LIABILITIES

               

Line of credit

  $ 965,000     $ 1,465,000  

Accounts payable and accrued expenses

    804,951       2,560,652  

Current portion of long-term debt

    31,116       6,923  

Total current liablities

    1,801,067       4,092,558  
                 
LONG-TERM LIABILITIES                

Long-term debt, net of current portion

    38,715       59,983  

Notes payable-related parties

    977,013       4,092,558  

TOTAL LIABILITIES

    2,816,795          
                 

STOCKHOLDERS' EQUITY

               
                 

Common stock, $1.00 par value, authorized 10,000 shares, 100 shares issued and outstanding

    100       100  

Retained earnings

    2,331,873       2,794,505  

Accumulated other comprehensive income: Unrealized gain (loss) on securities

    (21,291 )     34,647  

TOTAL STOCKHOLDERS' EQUITY

    2,310,682       2,829,252  
                 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 5,127,477     $ 6,921,810  

 

 

 

 

Resource Plus of North Florida, Inc.

Statements of Income and Comprehensive Income

For the Nine Months Ended September 30, 2017 and 2016

 

 

   

2017

   

2016

 
                 

Revenue

  $ 16,123,205     $ 20,641,359  

Cost of sales

    11,864,213       14,748,650  

Gross profit

    4,258,992       5,892,709  

Selling, general, and administrative expenses

    2,871,431       3,819,848  

Income from operations

    1,387,561       2,072,861  
                 

Other income (expenses)

               

Interest income

    10,451       12,615  

Gain on the sale of marketable securities

    36,175       (9,294 )

Interest expenses

    (31,407 )     (23,149 )

Other expenses

    (9,873 )     (13,378 )

Total other income (expense)

    5,346       33,206  
                 

Net Income

    1,392,907       2,039,655  
                 

Other comprehensive income

               

Unrealized holding gain (loss)

    (48,582 )     42,760  

Total comprehensive income

  $ 1,344,325     $ 2,082,415  

 

 

 

  

Resource Plus of North Florida, Inc.

Statements of Changes in Stockholders' Equity

For the Nine Months Ended September 30, 2017 and 2016

 

 

   

 

Common Stock

   

 

Retained Earnings

   

Accumulated Other

Comprehensive Income

   

 

Total

 

Balance, December 31, 2015

  $ 100     $ 3,178,115     $ (8,113 )   $ 3,170,102  

Net income

            2,039,655               2,039,655  

Distribution paid or payable

          $ ( 2,423,265 )           $ ( 2,423,265 )

Unrealized holding loss

    -       -       42,760       42,760  

Balance, September 30, 2016

  $ 100     $ 2,794,505     $ 34,647     $ 2,829,252  
                                 

Balance, December 31, 2016

  $ 100     $ 1,996,167     $ 27,291     $ 2,023,558  

Net income

  $       $ 1,392,907     $       $ 1,392,907  

Distributions paid or payable

  $       $ ( 1,057,201 )   $       $ ( 1,057,201 )

Unrealized holding loss

    -       -     $ ( 48,582 )   $ ( 48,582 )

Balance, September 30, 2017

  $ 100     $ 2,331,873     $ ( 21,291 )   $ 2,310,682  

 

 

 

 

Resource Plus of North Florida, Inc.

Statements of Cash Flows

For the Nine Months Ended September 30, 2017 and 2016

 

 

   

2017

   

2016

 

Cash flows from operating activities:

               

Net income

  $ 1,392,907     $ 2,039,655  

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

               

Depreciation

    19,497       29,412  

(Gain) loss on disposition of assets

    (20,387 )     -  

(Gain) loss on sale of marketable securities

    (36,175 )     9,294  

Increase (decrease) in cash due to changes in:

               

Accounts receivable

    (944,779 )     (3,107,935 )

Employee receivables

    (286 )     (3,311 )

Prepaid expenses and other assets

    -       11,911  

Accounts payable and other accrued expenses

    (468,225 )     1,691,920  

Net cash provided by operating activities

    (57,448 )     670,946  
                 

Cash flows from investing activities:

               

Net redemption (purchases) of marketable securities

    404,436       (3,995 )

Net proceeds (purchases) of property and equipment

    68,000       -  

Net cash provided(used) by investing activities

    472,436       (3,995 )
                 

Cash flows from financing activities

               

Net borrowings (repayments) on related party notes payable

    794,286       (104,572 )

Net borrowings (repayments) on line of credit

    -       800,000  

Long term repayments under long-term debt

    (25,856 )     (18,136 )

Distributions to stockholders

    (1,057,201 )     (2,423,265 )

Net cash used by financing activities

    (288,771 )     (1,745,973 )
                 

Net increase (decrease) in cash

    126,217       (1,079,022 )

Cash at beginning of year

    1,320,524       1,796,909  

Cash at end of year

  $ 1,446,741     $ 717,887  
                 

Supplemental Disclosures of Cash Flow Information:

               

Cash paid for interest expenses

  $ 31,407     $ 23,149  

 

 

 

 

Note A – Organization and Description of Business

 

Resource Plus of North Florida, Inc. (the “Company”) is an S Corporation that was incorporated in February 2000 to provide outsourced staffing services to lawn & garden departments located within home improvement retail outlets in addition to providing in-store general merchandising and remodeling in retail locations located throughout the United States of America, Canada, and Mexico. The Company is located in Jacksonville, Florida and Mooresville, North Carolina.

 

 

Note B – Significant Accounting Policies

 

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

 

 

Recently Issued Accounting Standards

 

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update, Revenue from Contracts with Customers. The effective date for this Standard for nonpublic entities is annual reporting periods beginning after December 15, 2018, with early adoption permitted for annual periods beginning after December 15, 2016. ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration an organization expects to receive in exchange for those goods or services. The Association is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures.

 

In February 2016, the FASB issued Accounting Standards Update, Leases (Topic 842), intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP—which requires only capital leases to be recognized on the balance sheet—the new ASU will require both types of leases to be recognized on the balance sheet. The ASU on leases will take effect for all non-public companies for fiscal years beginning after December 15, 2019.

 

 

Cash and Cash Equivalents

 

For purposes of reporting cash flows, the Company considers all monies deposited with financial institutions in checking and money market accounts and certificates of deposit with maturities of six months or less to be cash and cash equivalents. The Company maintains accounts with federally insured financial institutions that may at time exceed insured limits. The Company has not experienced any losses from such concentrations.

 

Accounts Receivable

 

The Company bills customers on a monthly basis and is usually paid within the following month. Therefore, the Company generally does not require collateral. Historically, credit losses have not been significant. The Company has the intent and the ability to hold accounts receivable until payoff. As a result, accounts receivable are reported at the outstanding principal balances adjusted for write-offs. The Company’s policy for determining past due or delinquency status is based on how recently payments have been received on outstanding balances.

 

 

 

 

Note B – Significant Accounting Policies (continued)

 

Marketable Securities

 

Marketable securities consist of securities considered available-for-sale, thus are carried at fair market value, with the unrealized gains and losses included in the determination of other comprehensive income and reported in stockholders' equity. Gains or losses on securities sold are determined on the specific identification, trade date basis and are included in earnings.

 

 

Furniture and Equipment

 

Furniture and equipment are recorded at cost. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets, ranging generally from 3 to 7 years.

 

Expenditures for major renewals and betterments that extend the useful lives of furniture and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The Company has adopted a policy stating that expenditures below $5,000 are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in income for the period.

 

Revenue Recognition

 

Revenue is generally recorded when services are completed.

 

 

Income Taxes

 

The Company has elected to be taxed as an S corporation and is therefore not required to pay or provide for any U.S. or Florida income taxes arising from the results of operations. The results of the Company’s operations are passed through to the Company’s stockholders for tax purposes. Accordingly, no provision has been made for income taxes in the accompanying financial statements.

 

As of September 30, 2017 and 2016, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company did not have accrued interest or penalties associated with any uncertain tax benefits, nor were any interest expense recognized during the years ended September 30, 2017 and 2016.

 

The Company’s 2015 through 2017 tax years are open for examination by federal and state taxing authorities.

 

 

Advertising Costs

 

Advertising costs are charged to operations when incurred and amounted to $75 and $45 for the nine months ended September 30, 2017 and 2016, respectively.

 

 

 

 

Note B – Significant Accounting Policies (continued)

 

Fair Value

 

The Company categorizes its assets and liabilities measured at fair value into a three-level hierarchy based on the priority of the inputs to the valuation technique used to determine fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used in the determination of the fair value measurement fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement.

 

Assets and liabilities valued at fair value are categorized based on the inputs to the valuation techniques as follows:

 

 

Level 1 – Inputs that utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity has the ability to access.

 

 

Level 2 – Inputs that include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Fair values for these instruments are estimated using pricing models, quoted prices or securities with similar characteristics, or discounted cash flows.

 

 

Level 3 – Inputs that are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.

 

Subsequent to initial recognition, the Company may remeasure the carrying value of assets and liabilities measured on a nonrecurring basis to fair value. Adjustments for the initial and subsequent usually result when certain assets are impaired. Such assets are written down from their carrying amounts to their fair value.

 

Professional standards allow entities the irrevocable option to elect to measure certain financial instruments and other items at fair value for the initial and subsequent measurement on an instrument-by-instrument basis. The Company adopted the policy to value certain financial instruments at fair value, however, it may elect to measure newly acquired financial instruments at fair value in the future.

 

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

 

Concentrations

 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and trade receivables. The Company frequently has deposits with a bank in excess of the federally insured limit of $250,000. The Company deposits its cash with what it believes to be high credit quality financial institutions and do not anticipate this to be a significant risk.

 

 

 

 

Note B – Significant Accounting Policies (continued)

 

As of September 30, 2017 and 2016, approximately 72% and 93% of the accounts receivable, respectively, is due from three customers and four customers. During the nine months ended September 30, 2017 and 2016, three and two customers accounted for approximately 85% and 91% of the Company’s revenue.

 

Note C – Line of Credit

 

The Company has available a $3,500,000 line of credit with a bank. The line of credit is collateralized by accounts receivable, furniture and equipment, and a first mortgage and assignment of rents on the Company’s Jacksonville location, bearing interest at the Prime Rate, and is due on demand. R.J Holdings of Jacksonville, Inc., Mobex of North Florida, Inc., and Leasex, LLC, related parties of the Company, are guarantors of the line of credit. The Company has passed or obtained waivers for all loan covenants as of September 30, 2017. The Company had an outstanding balance on the line of credit as of September 30, 2017 and 2016 of $965,000 and $1,465,000, respectfully. As of September 30, 2017 the Company had approximately $2,535,000 available credit for use in operations.

 

Note D – Property and Equipment

 

Property and equipment consists of the following:

 

   

2017

   

2016

 

Fixtures & equipment

  $ 33,961     $ 33,961  

Computers/equipment

    144,298       176,939  

Company vehicle

    144,743       119,031  

Leasehold improvements

    5,420       5,420  
      328,422       335,351  

Less: accumulated depreciation

    (185,355 )     (260,005 )
    $ 143,067     $ 75,346  

 

Depreciation expense was approximately $19,000 and $29,000 for the nine months ended September 30, 2017 and 2016, respectively.

 

 

 

 

Note E – Long-Term Debt

 

As of September 30, 2017 and 2016, the long-term debt consists of the following:

 

    2017     2016  
                 
Installment note payable to Ford Credit, payable in 36 monthly installments of $1,058 each, maturing in December 2016, including interest at .9%, secured by a vehicle.   $ -     $ 3,075  
                 

Installment note payable to Ford Credit, payable in 36 monthly installments of $944 each, maturing in January 2017, including interest at .9%, secured by a vehicle.

    -       3,848  
                 

Installment note payable to Ford Credit, payable in 36 monthly installments of $1,551 each, maturing in December 2019, including interest at 5.39%, secured by a vehicle.

    41,982       -  
                 

Installment note payable to Ford Credit, payable in 36 monthly installments of $1,311 each, maturing in January 2020, including interest at 5.39%, secured by a vehicle.

    38,715       -  
                 
Total long-term debt     69,831       6,923  
                 
Less current portion of long-term debt     (31,116 )     (6,923 )
                 

Total long-term debt

  $ 38,715     $ -  

 

Future maturity of long-term debt as of September 30, 2017 is as follows:

 

Period Ending September 30,   Amount  
         

2018

  $ 31,116  

2019

    36,103  

2020

    2,612  

Total

  $ 69,831  

 

 

 

 

Note F – Related Party Transactions

 

The outstanding common stock of the following companies are owned and controlled by the stockholders of the Company and their immediate family members and are considered related parties:

 

 

RJ Holdings of Jacksonville, Inc.

 

Mobex of North Florida, Inc.

 

Leasex, LLC

 

Bluedot Asia

 

Buccaneer Capital Corporation I

 

Buccaneer Capital Corporation II

 

The Company utilizes office facilities owned by RJ Holdings of Jacksonville, Inc. (“RJ Holdings”). Rent expense was $180,000 for the nine months ended September 30, 2017 and 2016 for use of the office facilities.

 

The Company collects rental revenue and pays expenses on behalf of RJ Holdings on a reimbursement basis. The net effect of these transactions results in a payable of approximately $737,000 and $317,000, included in related party notes payable as of September 30, 2017 and 2016, respectively.

 

The Company entered into an agreement with Mobex of North Florida, Inc. (“Mobex”), primarily to accommodate research and development, other financing needs of this related entity, and rented equipment from Mobex to assist on the Company’s jobs. As of September 30, 2017, the outstanding balance owed to the Company by Mobex totaled approximately $329,000 which is included in related party note receivable. As of September 30, 2016, the outstanding balance owed by Mobex to the Company totaled approximately $266,000, which is included in related party note receivable.

 

As of September 30, 2017 and 2016, the outstanding balance owed by the Company to Leasex totaled approximately $169,000 and $9,000 respectively, which is included in related party note payable.

 

During the nine months ended September 30, 2017, consulting fees in the amount of approximately $220,000 and $227,000 were paid to Buccaneer Capital Corporation I and Buccaneer Capital Corporation II, respectively. During the nine months ended September 30, 2016, consulting fees in the amount of approximately $313,000 and $321,000 were paid to Buccaneer Capital Corporation I and Buccaneer Capital Corporation II, respectively. Buccaneer Capital Corporation I and Buccaneer Capital Corporation II are entities owned by immediate family members of the Company’s stockholders.

 

 

 

 

Note G – Commitments and Contingencies

 

The Company is subject to legal claims in the ordinary course of business. Management does not believe there are any pending claims that will result in a material adverse impact on the Company’s financial position, results of operations, or liquidity.

 

Operating Leases

 

The Company leases certain office space under non-cancelable operating leases expiring in various years through 2022. Effective January 1, 2018, the Company entered into two new five year leases for office space. The new lease requirements are disclosed below. Total lease expense for the nine months ended September 30, 2017 was approximately $180,000.

 

Future minimum lease payments for non-cancelable operating leases are as follows:

 

2018

  $ 240,000  

2019

    247,200  

2020

    254,616  

2021

    262,254  

2022

    270,122  

Total

  $ 1,274,193  

 

H – Subsequent Events

 

Effective January 1, 2018, a majority share of the Company was purchased by an unrelated entity.

 

Subsequent events have been evaluated through March 13, 2018, which is the date the financial statements were available to be issued.