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SPAR Group Announces Sale of Interest in South Africa and Brazil

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SPAR Group, Inc. (NASDAQ: SGRP) announces the sale of majority shares in South Africa's Meridian Group and SGRP Brasil Participações Ltda, generating cash proceeds of approximately $22 million USD. The transactions aim to simplify SPAR Group's operating structure, bring in cash for further growth, and maximize opportunities in the market for better returns on invested capital.
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The divestiture of SPAR Group's majority share in South Africa's Meridian Group and SGRP Brasil Participações Ltda is a strategic move that reflects a shift in the company's focus towards simplifying its operating structure. By liquidating these assets for a combined total of approximately $22 million USD, SPAR Group is signaling its intention to streamline operations and concentrate on core competencies. The cash influx from these sales will likely bolster the company's balance sheet, providing capital that can be redirected towards more profitable ventures or to shore up the company's financial position.

The decision to sell these shares after an 18-month strategic review indicates a deliberate and measured approach to restructure. It is important to consider the implications of these divestitures on the company's global footprint and the potential reduction in complexity of managing international joint ventures. Investors should note the potential for improved quality of earnings and the anticipated positive impact on return on invested capital. The SAAS agreements with Australia and The Meridian Group for the continued use of SPAR’s technology could also be a steady source of revenue and highlight the value of SPAR's proprietary software.

The retail merchandising and marketing services industry is characterized by the need for constant innovation and efficiency. SPAR Group's decision to divest its interests in South Africa and Brazil reflects a broader industry trend where companies are seeking to optimize their service offerings and focus on markets where they have competitive advantages. The move could be interpreted as a response to the challenges of managing joint ventures and the complexities of cash repatriation in a global market.

By entering into SAAS agreements, SPAR Group is leveraging its technological assets to maintain a presence in these markets without the operational complexities of a majority shareholding. This strategic pivot allows SPAR to focus on its core markets and could potentially open up new revenue streams through technology licensing. Stakeholders should monitor how the company reinvests the cash proceeds and whether this will lead to an expansion in services or technology that aligns with current market demands.

The transactions involving the sale of shares in international subsidiaries often come with a host of legal and regulatory considerations. The approval by the SPAR Board of Directors suggests that the sales were subjected to thorough due diligence. However, the actual impact of these sales on SPAR Group's legal standing and regulatory compliance in international markets will depend on the terms of the divestiture and subsequent SAAS agreements.

Investors should be aware that such transactions can result in changes to the company's risk profile, including foreign exchange risk and legal liabilities associated with the transition of ownership. The SAAS agreements, while beneficial, will also require careful legal management to ensure intellectual property rights are protected and that the agreements are adhered to by both parties. The long-term legal implications of these deals will be an important factor in assessing the overall success of SPAR Group’s strategic realignment.

Combined deals to generate cash proceeds of approximately $22 million USD

AUBURN HILLS, Mich.--(BUSINESS WIRE)-- SPAR Group, Inc. (NASDAQ: SGRP) (“SPAR”, “SPAR Group” or the “Company”), a provider of merchandising, marketing and distribution services, announces the sale of its majority share in South Africa’s Meridian Group to the minority shareholder Lindicom for R181 million and the sale of SGRP Brasil Participações Ltda for 58.9 million BRL to a minority shareholder. These transactions have been approved by the SPAR Board of Directors and are expected to close in the second quarter.

“We completed a robust evaluation of the Company’s operations and structure, paying special attention to the quality of earnings for each of our businesses within each segment. Our divestitures of China, Australia, and National Merchandising Services joint ventures, as well as the sales of South Africa and Brazil included as Subsequent Event disclosures in the Form 10-K filed today, reflect the actions and results of our larger plan,” said Mike Matacunas, SPAR Group CEO.

“In working through the strategic alternatives over the last 18 months, it became clear that growing through joint venture partnerships is complex and the process of re-patriating related cash from them is even more complicated. To create long-term value for shareholders, we have taken actions to simplify SPAR Group's operating structure, bring in cash for further growth and use our brand equity and capital on a strategy that maximizes opportunities in the market and return on invested capital. We are confident that streamlining the operations and finances at SPAR Group will allow us to accelerate growth and generate better returns for our shareholders.”

As part of the divestiture agreements, Australia and The Meridian Group have also entered into software as a service (SAAS) agreements with SPAR Group to continue the use of SPAR’s technology. This underscores the value and unique capability of SPAR’s software.

About SPAR Group, Inc.

SPAR Group is an innovative services company offering comprehensive merchandising, marketing and distribution solutions to retailers and brands. We provide the resources and analytics that improve brand experiences and transform retail spaces. We offer a unique combination of scale and flexibility with a passion for client results that separates us from the competition. For more information, please visit the SPAR Group’s website at http://www.sparinc.com.

Media:

Ronald Margulis

RAM Communications

908-272-3930

ron@rampr.com

Investor Relations:

Sandy Martin

Three Part Advisors

214-616-2207

smartin@threepa.com

Source: SPAR Group, Inc.

FAQ

What is the purpose of SPAR Group's recent transactions regarding Meridian Group and SGRP Brasil Participações Ltda?

The purpose is to simplify SPAR Group's operating structure, bring in cash for further growth, and maximize opportunities in the market for better returns on invested capital.

How much cash proceeds are expected to be generated from the combined deals?

Approximately $22 million USD is expected to be generated from the combined deals.

Who is the minority shareholder acquiring the majority share in South Africa's Meridian Group?

The minority shareholder Lindicom is acquiring the majority share in South Africa's Meridian Group.

What agreements have been made as part of the divestiture with Australia and The Meridian Group?

Australia and The Meridian Group have entered into software as a service (SAAS) agreements with SPAR Group to continue the use of SPAR's technology.

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