UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM
(Mark One)
OR
Commission file number
SPAR GROUP, INC.
(Exact name of Registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (
| 1910 Opdyke Court, Auburn Hills, Michigan | 48326 |
| (Former Address) | (Former Zip Code) |
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 twelve 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.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.). (Check one):
| Large Accelerated Filer ☐ | Accelerated Filer ☐ |
| Smaller reporting company | |
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | The |
As of November 5, 2025, the Registrant had
Index
| PART I: | FINANCIAL INFORMATION | |
| Item 1 |
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| Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited) |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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| Item 2 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 3 |
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| Item 4 |
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| PART II: | OTHER INFORMATION | |
| Item 1 |
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| Item 1A |
23 | |
| Item 2 |
23 | |
| Item 3 |
23 | |
| Item 4 |
23 | |
| Item 5 |
23 | |
| Item 6 |
24 | |
| SIGNATURES |
25 | |
| PART I: |
FINANCIAL INFORMATION |
| Condensed Consolidated Financial Statements (Unaudited) |
SPAR Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended |
Nine Months Ended |
|||||||||||||||
| September 30, |
September 30, |
|||||||||||||||
| 2025 |
2024 |
2025 |
2024 |
|||||||||||||
| Net revenues |
$ | $ | $ | $ | ||||||||||||
| Cost of revenue: |
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| Field management |
||||||||||||||||
| Direct expenses |
||||||||||||||||
| Total cost of revenue |
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| Gross profit |
||||||||||||||||
| Selling, general and administrative expense |
||||||||||||||||
| Restructuring costs and severance |
||||||||||||||||
| Loss (gain) on sale of business |
( |
) | ||||||||||||||
| Depreciation and amortization |
||||||||||||||||
| Operating (loss) income |
( |
) | ( |
) | ( |
) | ||||||||||
| Interest expense |
||||||||||||||||
| Other expense, net |
||||||||||||||||
| (Loss) income before income tax (benefit) expense |
( |
) | ( |
) | ( |
) | ||||||||||
| Income tax (benefit) expense |
( |
) | ||||||||||||||
| (Loss) income from continuing operations |
( |
) | ( |
) | ( |
) | ||||||||||
| Discontinued Operations |
||||||||||||||||
| Income from discontinued operations |
||||||||||||||||
| Loss on disposal of business |
( |
) | ||||||||||||||
| Income tax expense |
( |
) | ||||||||||||||
| Net loss from discontinued operations |
( |
) | ||||||||||||||
| Net (loss) income |
( |
) | ( |
) | ( |
) | ||||||||||
| Net loss (income) attributable to non-controlling interest |
( |
) | ||||||||||||||
| Net (loss) income attributable to SPAR Group, Inc. |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||
| Basic (loss) earnings per common share attributable to SPAR Group, Inc. from continuing operations |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||
| Diluted (loss) earnings per common share attributable to SPAR Group, Inc. from continuing operations |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||
| Basic loss per common share attributable to SPAR Group, Inc. from discontinued operations |
$ | $ | $ | $ | ( |
) | ||||||||||
| Diluted loss per common share attributable to SPAR Group, Inc. from discontinued operations |
$ | $ | $ | $ | ( |
) | ||||||||||
| Basic (loss) earnings per common share attributable to SPAR Group, Inc. |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||
| Diluted (loss) earnings per common share attributable to SPAR Group, Inc. |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||
| Weighted-average common shares outstanding – basic |
||||||||||||||||
| Weighted-average common shares outstanding – diluted |
||||||||||||||||
| Net (loss) income |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||
| Other comprehensive (loss) income |
||||||||||||||||
| Foreign currency translation adjustments |
( |
) | ( |
) | ( |
) | ||||||||||
| Comprehensive (loss) income |
( |
) | ( |
) | ( |
) | ||||||||||
| Comprehensive loss attributable to non-controlling interest |
||||||||||||||||
| Comprehensive (loss) income attributable to SPAR Group, Inc. |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
SPAR Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except share and per share data)
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Deferred income taxes, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders' equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Customer incentives and deposits | ||||||||
| Lines of credit | ||||||||
| Current portion of long-term debt | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities, net of current portion | ||||||||
| Long-term debt, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies – See Note 4 | ||||||||
| Stockholders' equity: | ||||||||
| Common stock, $ par value per share: shares authorized as of September 30, 2025 and December 31, 2024; shares issued and outstanding as of September 30, 2025 and as of December 31, 2024 | ||||||||
| Treasury stock, at cost, shares as of September 30, 2025 and as of December 31, 2024 | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Retained earnings (deficit) | ( | ) | ||||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
SPAR Group, Inc. and Subsidiaries
Condensed Consolidated Statement of Stockholders’ Equity
(Unaudited)
(In thousands)
| Common Stock |
Treasury Stock |
Additional |
Accumulated Other |
|||||||||||||||||||||||||||||
| Shares |
Amount |
Shares |
Amount |
Paid-In Capital |
Comprehensive Loss |
Retained Earnings (deficit) |
Total Stockholders’ Equity |
|||||||||||||||||||||||||
| Balance at January 1, 2025 |
$ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||
| Share-based compensation |
- | - | - | - | - | |||||||||||||||||||||||||||
| Other comprehensive loss |
- | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||
| Net income |
- | - | - | |||||||||||||||||||||||||||||
| Balance at March 31, 2025 |
$ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||
| Share-based compensation |
- | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of shares for restricted stock units |
- | - | ||||||||||||||||||||||||||||||
| Other comprehensive income |
- | - | - | |||||||||||||||||||||||||||||
| Net loss |
- | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||
| Balance at June 30, 2025 |
$ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||||
| Share-based compensation |
- | - | - | |||||||||||||||||||||||||||||
| Issuance of shares for restricted stock units |
- | - | ||||||||||||||||||||||||||||||
| Sale of treasury shares |
( |
) | ||||||||||||||||||||||||||||||
| Other comprehensive loss |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Net loss |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance at September 30, 2025 |
$ | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
SPAR Group, Inc. and Subsidiaries
Condensed Consolidated Statement of Stockholders’ Equity (Continued)
(Unaudited)
(In thousands)
| Common Stock |
Series B Preferred Stock |
Treasury Stock |
Additional |
Accumulated Other |
Non- |
|||||||||||||||||||||||||||||||||||||||
| Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Paid-In Capital |
Comprehensive Loss |
Retained Earnings |
Controlling Interest |
Total Stockholders’ Equity |
||||||||||||||||||||||||||||||||||
| Balance at January 1, 2024 |
$ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Share-based compensation expense |
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Conversion of preferred stock to common stock |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||
| Sale of joint ventures |
- | - | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss |
- | - | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||
| Net income |
- | - | - | |||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 |
$ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Share-based compensation |
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Exercise of stock options |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
| Sale of joint ventures |
- | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
| Purchase of non-controlling interest |
- | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
| Purchase of treasury shares |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income |
- | - | - | |||||||||||||||||||||||||||||||||||||||||
| Net (loss) income |
- | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 |
$ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Share-based compensation |
- | - | - | - | - | - | ( |
) | - | - | - | ( |
) | |||||||||||||||||||||||||||||||
| Exercise of stock options |
||||||||||||||||||||||||||||||||||||||||||||
| Sale of joint ventures |
- | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
| Other comprehensive loss |
- | - | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Net loss |
- | - | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 |
$ | $ | $ | ( |
) | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
SPAR Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Nine Months Ended September 30, |
||||||||
| 2025 |
2024 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net (loss) income |
$ | ( |
) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities |
||||||||
| Depreciation and amortization |
||||||||
| Amortization of operating lease right-of-use assets |
||||||||
| Provision for expected credit losses |
||||||||
| Deferred income tax expense |
||||||||
| Gain on sale of businesses |
( |
) | ||||||
| Share-based compensation expense |
||||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
( |
) | ( |
) | ||||
| Prepaid expenses and other current assets |
||||||||
| Accounts payable |
||||||||
| Operating lease liabilities |
( |
) | ( |
) | ||||
| Accrued expenses, other current liabilities, due to affiliates and customer incentives and deposits |
( |
) | ||||||
| Net cash used in operating activities of continuing operations |
( |
) | ( |
) | ||||
| Net cash used in operating activities of discontinued operations |
( |
) | ||||||
| Net cash used in operating activities |
( |
) | ( |
) | ||||
| Cash flows from investing activities |
||||||||
| Purchases of property and equipment and capitalized software |
( |
) | ( |
) | ||||
| Proceeds from the sale of joint ventures, net of cash transferred |
||||||||
| Net cash (used in) provided by investing activities of continuing operations |
( |
) | ||||||
| Net cash provided by investing activities of discontinued operations |
||||||||
| Net cash (used in) provided by investing activities |
( |
) | ||||||
| Cash flows from financing activities |
||||||||
| Borrowings under line of credit |
||||||||
| Repayments under line of credit |
( |
) | ( |
) | ||||
| Proceeds from the sale of treasury shares |
||||||||
| Proceeds from term debt |
||||||||
| Repurchase of common stock |
( |
) | ||||||
| Payments of notes to seller |
( |
) | ( |
) | ||||
| Payments to acquire noncontrolling interests |
( |
) | ||||||
| Net cash provided by financing activities of continuing operations |
||||||||
| Net cash used in financing activities of discontinued operations |
( |
) | ||||||
| Net cash provided by financing activities |
||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents |
( |
) | ||||||
| Net change in cash and cash equivalents |
( |
) | ||||||
| Cash and cash equivalents at beginning of period |
||||||||
| Cash and cash equivalents at end of period |
||||||||
| Supplemental disclosure of cash flows information: |
||||||||
| Cash paid for interest |
$ | $ | ||||||
| Cash paid for income taxes |
$ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
SPAR Group, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
| 1. | Nature of the Business |
SPAR Group, Inc. ("SGRP" or the "Corporation"), and its subsidiaries (and SGRP together with its subsidiaries may be referred to as "SPAR Group", the "Company", "SPAR", "We", or "Our") is a global merchandising and brand marketing services company, providing a broad range of services to retailers, consumer goods manufacturers and distributors around the world.
| 2. | Summary of Significant Accounting Policies |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2024 included in the 2024 Annual Report on Form 10-K/A that was filed with the Securities and Exchange Commission on July 17, 2025.
The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the included disclosures are adequate, and the accompanying unaudited condensed consolidated financial statements contain all adjustments which are necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2025, consolidated results of operations and comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024, and consolidated cash flows for the nine months ended September 30, 2025 and 2024. Such adjustments are of a normal and recurring nature. The consolidated results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the consolidated results of operations that may be expected for the year ending December 31, 2025.
Principles of Consolidation
The Company consolidates its wholly-owned subsidiaries and all significant intercompany transactions have been eliminated in the unaudited condensed consolidated financial statements.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the amounts disclosed for contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting year. Significant balances subject to such estimates and assumptions include carrying amounts of property and equipment and intangible assets, valuation allowances for receivables, carrying amounts for deferred tax assets and liabilities, and liabilities incurred from operations and customer incentives. Actual results could differ from those estimates.
Segment Reporting
Reportable segments are components of the Company for which separate financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker ("CODM”) in deciding how to allocate resources and in assessing performance. The Company's CODM is the President. As a result of the Company's exit of substantially all international operations during 2024, we have evaluated how our CODM has now organized our Company for purposes of making operating decisions, preparing budgets and forecasts, setting targets, allocating resources, and assessing performance. Our CODM manages all business activities on a consolidated basis and measures segment profit or loss based on consolidated net income. As a result, we have concluded that as of March 31, 2025, the Company’s reportable segments changed to segment for the purpose of making operational and resource decisions and assessing financial performance. Segment information for the three months and nine months ended September 30, 2024 have been recast to reflect this reportable segment structure.
Deferred Taxes
As of December 31, 2024, the Company had gross deferred tax assets of approximately $
| ● | Historical operating results and cumulative pre-tax income or loss; |
| ● | The expected timing, amount, and character of future taxable income; |
| ● | The reversal pattern of existing taxable and deductible temporary differences; |
| ● | Tax-planning strategies that may be implemented, if any; and |
| ● | The duration of and limitations on carryforward periods for net operating losses and other attributes. |
Based on the evaluation of positive and negative evidence, the Company determined that it is more likely than not that a portion of its deferred tax assets will not be realized. Accordingly, as of September 30, 2025, the Company recorded a valuation allowance of $
Recently Adopted Accounting Pronouncements
In August 2023, the FASB issued ASU No. 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805):Recognition and Initial Measurement, which requires joint ventures to recognize and initially measure its assets and liabilities at fair value upon formation. The guidance was effective for the Company prospectively for all joint venture formations on or after January 1, 2025. Adoption did not have a material effect on the Company's consolidated financial statements and related disclosures. The Company has exited all previous joint ventures and now owns all consolidated businesses fully.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update requires enhanced segment disclosure, including the disclosure of the significant expense categories and the measure(s) of segment profit or loss used by the CODM. The guidance was effective for the Company’s fiscal year beginning January 1, 2024 and interim periods beginning January 1, 2025. See Note 9 Segment Information.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740):Improvements to Income Tax Disclosures, which requires companies to report specific categories of rate-reconciliation, certain details of income taxes paid and certain information by tax jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company will implement this ASU prospectively for the fiscal year ending December 31, 2025. Other than the potential for additional disclosures in its December 31, 2025 10-K, the Company does not expect a change to its consolidated financial statements.
On November 4, 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires disaggregated disclosure of income statement expenses for public business entities (PBEs). The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is evaluating the impact that adoption will have on the Company's consolidated financial statements and related disclosures.
Supplemental Balance Sheet Information
| September 30, | December 31, | |||||||
| Accounts receivable, net, consists of the following: | 2025 | 2024 | ||||||
| (in thousands) | ||||||||
| Trade | $ | $ | ||||||
| Unbilled | ||||||||
| Non-trade | ||||||||
| Gross accounts receivable | ||||||||
| Less allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts Receivable, net | $ | $ | ||||||
| September 30, | December 31, | |||||||
| Activity in allowance for credit losses | 2025 | 2024 | ||||||
| (in thousands) | ||||||||
| Balance in allowance for credit losses as of January 1 | $ | $ | ||||||
| Current provision for expected credit losses | - | |||||||
| Allowances associated with businesses sold | - | ) | ||||||
| Write-offs charged against the allowance | ( | ) | ( | ) | ||||
| Ending balance in allowance for credit losses | $ | $ | ||||||
| September 30, | December 31, | |||||||
| Property and equipment consist of the following: | 2025 | 2024 | ||||||
| (in thousands) | ||||||||
| Equipment | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Leasehold improvements | ||||||||
| Capitalized internal use software costs | ||||||||
| Gross property and equipment | ||||||||
| Less accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
| September 30, | December 31, | |||||||
| Intangible assets consist of the following: | 2025 | 2024 | ||||||
| (in thousands) | ||||||||
| Trade names | $ | $ | ||||||
| Patents | ||||||||
| Gross intangible assets | ||||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
| The remaining amortization for each of the following years succeeding December 31, 2024 is summarized as follows: (in thousands) | ||||
| Year | Amount | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total | $ | |||
| September 30, | December 31, | |||||||
| Accrued expenses and other current liabilities: | 2025 | 2024 | ||||||
| (in thousands) | ||||||||
| Taxes payable | $ | $ | ||||||
| Accrued salaries and wages | ||||||||
| Accrued third party labor | ||||||||
| Other | ||||||||
| Accrued expenses and other current liabilities | $ | $ | ||||||
Fair Value Measurements
Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The US GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:
| ● Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; |
| ● Level 2 | Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and |
| ● Level 3 | Prices or valuation techniques where little or no market data is available that requires inputs significant to the fair value measurement and unobservable. |
If the inputs used to measure the fair value fall within different levels of the hierarchy, the fair value is determined based upon the lowest level input that is significant to the fair value measurement. Whenever possible, the Company uses quoted market prices to determine fair value. In the absence of quoted market prices, the Company uses independent sources and data to determine fair value.
The fair value of the Company's lines of credit approximate the carrying value reflected on the condensed consolidated balance sheets, due to their short-term nature.
The fair value of the long-term portion of the Resource Plus Seller Notes is determined using a discounted cash flow methodology. Under this approach, the expected future cash flows of the notes are discounted to their present value using a discount rate derived from observable market data, such as current interest rates or yield curves for similar instruments. This valuation technique utilizes inputs classified as Level 2 under the ASC 820 fair value hierarchy. Accordingly, the carrying amount of the long-term portion of the Resource Plus Seller Notes approximates its fair value, as it represents the present value of the notes’ future cash flows.
Discontinued Operations
The Company classifies a component of its business as a discontinued operation when the component has been disposed of or is classified as held for sale, and the disposition represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. Upon meeting the criteria for discontinued operations, the results of operations and cash flows of the component are segregated from continuing operations for all periods presented. Assets and liabilities of the discontinued operation are presented separately on the face of the balance sheet if classified as held for sale.
Gains or losses on disposal, along with adjustments to previously recognized gains or losses, are recognized in the period of sale or upon meeting the held-for-sale criteria. Interest expense and general corporate overhead are not allocated to the discontinued operation unless they are directly attributable to the component.
As discussed on the Company's Form 10-K/A, filed with the SEC on July 17, 2025, the Company determined that the sale of its Brazilian joint venture (see Note 8, Related Party Transactions) represented a strategic shift in the Company's operations that will have a significant impact to the financial statements. As such, the Company has reflected the Brazilian joint venture as discontinued operations.
Amounts included in the consolidated financial statements in this Form 10-Q for discontinued operations are detailed below:
| Summary of Results from Discontinued Operations | ||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
| $ in thousands | 2024 | 2024 | ||||||
| Net revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit | ||||||||
| Selling, general and administrative expenses | ||||||||
| Loss on sale of business | ||||||||
| Depreciation and amortization | ||||||||
| Income from operations before tax | ||||||||
| Income tax expense | ||||||||
| Interest expense | ||||||||
| Loss from discontinued operations, net of tax | $ | $ | ( | ) | ||||
Restructuring and severance costs
Restructuring and severance costs include severance costs paid in connection with the reorganization of the Company's executive team and expenses related to the move of the Company's headquarters to Charlotte, NC. For the three and nine months ended September 30, 2025, the company recognized expense of $
| 3. | Debt |
North Mill Capital Credit Facility
The Company, through SPAR Marketing Force, Inc. ("SMF") and SPAR Canada Company ULC ("SCC", and collectively with SMF, the “NM Borrowers”), has a secured revolving credit facility in the United States (the "US Revolving Credit Facility") and Canada (the "Canada Revolving Credit Facility", and collectively with the US Revolving Credit Facility, the "NM Credit Facility") with North Mill Capital, LLC, d/b/a SLR Business Credit ("NM").
In order to obtain, document and govern the NM Credit Facility, SMF, SCC, SGRP and certain of SGRP's direct and indirect subsidiaries in the United States and Canada (including SMF and SCC as borrowers and SGRP as a guarantor, collectively, the "NM Loan Parties") entered into a Loan and Security Agreement with NM dated as of April 10, 2019, which, as amended from time to time (as amended, the "NM Loan Agreement"), governs the NM Credit Facility. Pursuant to the NM Loan Agreement, the NM Borrowers agreed to reimburse NM for legal and documentation fees incurred in connection with the NM Loan Agreement and such amendments.
On February 1, 2023, the NM Loan Parties and NM executed and delivered a Sixth Modification Agreement, effective immediately (the "Sixth Modification Agreement"), pursuant to which the NM Loan Parties and NM agreed to increase the amount of the US Revolving Credit Facility to $
On March 27, 2024, the NM Loan Parties and NM executed and delivered a Seventh Modification Agreement, effective immediately (the "Seventh Modification Agreement"), pursuant to which the NM Loan Parties and NM agreed to extend the NM Credit Facility from October 10, 2024 to October 10, 2025. The Company and the NM executed an Eighth Modification Agreement on October 9, 2025, which extends the agreement through October 10, 2027. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that such sources will be sufficient to satisfy its liquidity requirements in the future. If the Company cannot generate or obtain needed funds, it might be forced to make substantial reductions in its operating and capital expenses or pursue restructuring plans, which could adversely affect its business operations and ability to execute its current business strategy.
The Restated US Note and Restated Canadian Note (together, the "NM Notes") and the NM Loan Agreement together require the NM Borrowers to pay interest on the loans thereunder equal to: (i) the Prime Rate designated from time to time by Wells Fargo Bank; plus (ii) one and nine-tenths percentage points (
As of September 30, 2025, the aggregate interest rate was
The NM Credit Facility contains certain financial and other restrictive covenants and also limits certain expenditures by the NM Loan Parties, including maintaining a positive trailing EBITDA for each the NM Borrowers and imposes limits on all of the NM Loan Parties on non-ordinary course payments and transactions, incurring or guaranteeing indebtedness, capital expenditures and certain other investments. The NM Loan Parties were in compliance with such covenants as of September 30, 2025. The obligations of the NM Borrowers are secured by the receivables and other assets of the NM Borrowers and substantially all of the assets of the other NM Loan Parties.
Summary of the Company’s lines of credit (dollars in thousands):
| Interest Rate | Balance | Interest Rate | Balance | |||||||||||||
| as of | as of | as of | as of | |||||||||||||
| September 30, 2025 | September 30, 2025 | December 31, 2024 | December 31, 2024 | |||||||||||||
| USA / Canada North Mill Capital | % | $ | % | $ | ||||||||||||
| Total | $ | $ | ||||||||||||||
Resource Plus – Seller Notes
On April 18, 2024, the Company entered into a Securities Purchase Agreement to buy from Mr. Richard Justus the remaining minority joint venture interests of Resource Plus and its sister companies, Mobex of North Florida, Inc., and Leasex, LLC. Based on the terms set in the original joint venture agreement, the Company will pay a total of $
Summary of the Company’s Seller Notes (dollars in thousands):
| Interest Rate | Balance | Interest Rate | Balance | |||||||||||||
| as of | as of | as of | as of | |||||||||||||
| September 30, 2025 | September 30, 2025 | December 31, 2024 | December 31, 2024 | |||||||||||||
| USA - Resource Plus Seller Notes (Current) | % | % | ||||||||||||||
| USA - Resource Plus Seller Notes (Long-term) | % | % | ||||||||||||||
| USA - Resource Plus Seller Notes | $ | $ | ||||||||||||||
Summary of Unused Company Credit and Other Debt Facilities (in thousands):
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Unused Availability: | ||||||||
| United States / Canada | $ | $ | ||||||
| Total Unused Availability | $ | $ | ||||||
| 4. |
Commitments and Contingencies |
Legal Matters
The Company is a party to various legal actions and administrative proceedings arising in the normal course of business. In the opinion of Company's management, resolution of these matters is not anticipated to have a material adverse effect on the Company or its estimated or desired affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results or condition.
| 5. | Common Stock |
As of September 30, 2025, the Corporation’s certificate of incorporation authorized the Corporation to issue
2024 Stock Repurchase Program
On March 28, 2024, the Board approved SGRP's repurchase of up to
| 6. | Preferred Stock |
The Corporation’s certificate of incorporation authorizes it to issue
| 7. | Share-Based Compensation |
Stock Options
For the three months ended September 30, 2025 and 2024, the Company recognized share-based compensation expense related to stock options of $
Restricted Stock Units
For the three months ended September 30, 2025 and 2024, the Company recognized share-based compensation expense related to restricted stock units of $
Phantom Stock Awards
On and effective as of March 24, 2022, the Corporation issued an award of
On and effective as of September 20, 2023, the Corporation issued an award of
During the three months ended September 30, 2025 and September 30, 2024 the Company has recognized compensation expense of $
| 8. | Related Party Transactions |
Domestic Related Party Transactions
Bartels' Retirement and Director Compensation
William H. Bartels retired as an employee of the Company as of January 1, 2020. However, he continues to serve as a member of SPAR's Board. Mr. Bartels is a significant stockholder of SGRP, is one of the founders of the Company, and is an affiliate and related party of SGRP.
Effective as of January 18, 2020, SPAR's Governance Committee proposed and unanimously approved retirement benefits for Mr. Bartels, for the five-year period commencing January 1, 2020, and ended December 31, 2024 (the "Five-Year Period"), for Mr. Bartels. The aggregate value of benefits payable to Mr. Bartels is approximately $
Pursuant to the 2024 Stock Repurchase Program, on May 3, 2024, SGRP's Board and its Audit Committee approved SGRP's Repurchase Agreement with William H. Bartels for SGRP's private repurchase of
Other Related Party Transactions and Arrangements
SBS and Infotech are related parties and affiliates of SGRP but are not under the control or part of the consolidated Company. In July 1999 the Company, SBS and Infotech entered into a perpetual software ownership agreement providing that each party independently owned an undivided share of and has the right to unilaterally license and exploit certain portions of the Company's proprietary scheduling, tracking, coordination, reporting and expense software are co-owned with SBS and Infotech, and each entered into a non-exclusive royalty-free license from the Company to use certain "SPAR" trademarks in the United States.
International Joint Venture Transactions
Agreement to sell the Company’s ownership interest in its South African Joint Venture
Prior to March 31, 2024, SGRP Meridian Proprietary Limited ("Meridian") was a consolidated international subsidiary of the Company and was owned
The closing conditions under that agreement were satisfied in all material respects by March 31, 2024. On April 29, 2024, the Company received
Agreement to sell the Company’s ownership interest in its Chinese Joint Venture
On February 23, 2024, the Company entered into an agreement to sell its
Agreement to sell the Company’s Brazilian subsidiary that owns its interest in its Brazilian Joint Venture
On March 26, 2024, the Company signed a share purchase agreement with JK Consultoria Empresarial Ltda. ("JKC") for JKC to acquire the Company's Brazilian holding company (which in turn owns the Company's
Agreement to sell SPAR's 100% ownership interest in SPAR Japan
On July 23, 2024, the Company entered into an agreement to sell its
Agreement to sell SPAR's 51% ownership interest in its Indian Joint Venture
On August 31, 2024, the Company closed on an agreement to sell its
Agreement to sell SPAR's 51% ownership interest in its Mexican Joint Venture
On December 19, 2024, the Company closed on an agreement to sell its
| 9. | Segment Information |
The Company operates as operating segment. The Company's chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated revenues, gross margin, operating income and net income to assess financial performance and allocate resources. Significant expenses within operating income, as well as within net income, include field management costs, direct expenses, and selling, general and administrative expenses, which are each separately presented on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Other segment items within net (loss) income include interest expense, other expense, net, and income tax (benefit) expense. Total consolidated assets on the Company's Condensed Consolidated Balance Sheets are equal to segment assets.
Long-lived assets of the Company as of the periods presented were (in thousands):
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Long lived assets: | ||||||||
| United States | $ | $ | ||||||
| Canada | ||||||||
| Total long lived assets | $ | $ | ||||||
Geographic Data (dollars in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| % of | % of | % of | % of | |||||||||||||||||||||||||||||
| Net | consolidated | Net | consolidated | Net | consolidated | Net | consolidated | |||||||||||||||||||||||||
| Revenues | net revenue | Revenues | net revenue | Revenues | net revenue | Revenues | net revenue | |||||||||||||||||||||||||
| United States | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
| South Africa | % | % | ||||||||||||||||||||||||||||||
| Mexico | % | % | ||||||||||||||||||||||||||||||
| China | % | % | ||||||||||||||||||||||||||||||
| Japan | % | % | ||||||||||||||||||||||||||||||
| Canada | % | % | % | % | ||||||||||||||||||||||||||||
| India | % | % | ||||||||||||||||||||||||||||||
| Total net revenue | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||
| 10. | Leases |
The Company is a lessee under certain operating leases for office space and equipment.
The components of lease expenses consisted of the following for the periods presented (in thousands):
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| September 30, | September 30, | ||||||||||||||||
| Lease Costs | Classification | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Operating lease cost | Selling, general and administrative expense | $ | $ | $ | $ | ||||||||||||
| Short-term lease cost | Selling, general and administrative expense | ||||||||||||||||
| Total lease cost | $ | $ | $ | $ | |||||||||||||
The following includes supplemental information for the periods presented (in thousands):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | ||||||||||||
| Right-of-use assets obtained in exchange for lease obligations | ||||||||||||||||
| Operating lease | $ | $ | $ | $ | ||||||||||||
Balance sheet information related to leases consisted of the following as of the periods presented (in thousands):
| September 30, 2025 | December 31, 2024 | |||||||
| Assets: | ||||||||
| Operating lease right-of-use assets | $ | $ | ||||||
| Liabilities: | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Non-current portion of operating lease liabilities | ||||||||
| Total Operating lease liabilities | $ | $ | ||||||
| Weighted average remaining lease term - operating leases (in years) | ||||||||
| Weighted average discount rate - operating leases | % | % | ||||||
The following table summarizes the maturities of lease liabilities as of September 30, 2025 (in thousands):
| Period Ending December 31, | Amount | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total Lease Payments | ||||
| Less: imputed interest | ( | ) | ||
| Total | $ | |||
| 11. | Earnings Per Share |
The following table sets forth the computations of basic and diluted net (loss) income per share (in thousands, except per share data):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net (loss) income attributable to SPAR Group, Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Denominator: | ||||||||||||||||
| Shares used in basic net income per share calculation | ||||||||||||||||
| Effect of diluted securities: | ||||||||||||||||
| Stock options and unvested restricted shares | ||||||||||||||||
| Shares used in diluted net income per share calculations | ||||||||||||||||
| Basic (loss) earnings per common share attributable to SPAR Group, Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Diluted (loss) earnings per common share attributable to SPAR Group, Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| 12. | Subsequent Events |
On October 9, 2025, the Company, through SPAR Marketing Force, Inc. ("SMF") and SPAR Canada Company ULC ("SCC", and collectively with SMF, the “NM Borrowers”) and North Mill Capital, LLC, d/b/a SLR Business Credit ("NM") executed their Eighth Modification Agreement, which extends the borrowing arrangement through October 10, 2027. Under this agreement, the total credit facility size will be $
In connection with the move of the Corporate Headquarters to Charlotte, NC, the Company entered into a year lease agreement with East West Station Retail, L.P. for permanent corporate office space. The Company occupied this space on November 5, 2025 and the impacts of this lease will be recorded in the fourth quarter of 2025.
SPAR Group, Inc. and Subsidiaries
| Management's Discussion and Analysis of Financial Condition and Results of Operations |
Forward-Looking Statements
This Quarterly Report on Form 10-Q (this "Quarterly Report") contains "forward-looking statements" within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, made by, or respecting, SPAR Group, Inc. ("SGRP" or the "Corporation",) and its subsidiaries (and SGRP together with its subsidiaries may be referred to as "SPAR Group" or the "Company"). There also are forward-looking statements contained in: (a) SGRP's 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the "SEC") on July 17, 2025; and (b) SGRP's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and statements as and when filed with the SEC (including this Quarterly Report and the Annual Report, each a "SEC Report"). "Forward-looking statements" are defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable federal and state securities laws, rules and regulations, as amended (together with the Securities Act and Exchange Act, the "Securities Laws").
Readers can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Words such as "may," "will," "expect," "intend," "believe," "estimate," "anticipate," "continue," "plan," "project," or the negative of these terms or other similar expressions also identify forward-looking statements. Forward-looking statements made by the Company in this Quarterly Report and the Annual Report may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors ("Risks"). Those Risks include (without limitation): the impact of the Company's strategic review process or any resulting action or inaction; the impact of selling certain of the Company's subsidiaries or any resulting impact on revenues, earnings or cash; the impact of adding new directors or new finance team members; the potential negative effects of any stock repurchase and/or payment; the potential continuing negative effects of the COVID pandemic on the Company's business; the Company's potential non-compliance with applicable Nasdaq director independence, bid price or other rules; the Company's cash flow or financial condition; and plans, intentions, expectations, guidance or other information respecting the pursuit or achievement of the Company's corporate objectives. The Company's forward-looking statements also include (without limitation) those made (as applicable) in this Quarterly Report and the Annual Report in "Business", "Risk Factors", "Legal Proceedings", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Directors, Executive Officers and Corporate Governance", "Executive Compensation", "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters", and "Certain Relationships and Related Transactions, and Director Independence".
You should carefully review and consider the Company's forward-looking statements (including all risk factors and other cautions and uncertainties) and other information made, contained or noted in or incorporated by reference into this Quarterly Report, the Annual Report, and the other applicable SEC Reports, but you should not place undue reliance on any of them. The results, actions, levels of activity, performance, achievements or condition of the Company (including its affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation or other achievement, results, risks, trends or condition) and other events and circumstances planned, intended, anticipated, estimated or otherwise expected by the Company (collectively, "Expectations"), and our forward-looking statements (including all Risks) and other information reflect the Company's current views about future events and circumstances. Although the Company believes those Expectations and views are reasonable, the results, actions, levels of activity, performance, achievements or condition of the Company or other events and circumstances may differ materially from our Expectations and views, and they cannot be assured or guaranteed by the Company, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Company's control). In addition, new Risks arise from time to time, and it is impossible for the Company to predict these matters or how they may arise or affect the Company. Accordingly, the Company cannot assure you that its Expectations will be achieved in whole or in part, that it has identified all potential Risks, or that it can successfully avoid or mitigate such Risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in the Company's Common Stock.
These forward-looking statements reflect the Company's Expectations, views, Risks and assumptions only as of the date of this Quarterly Report and the Annual Report, and the Company does not intend, assume any obligation, or promise to publicly update or revise any forward- looking statements (including any Risks or Expectations) or other information (in whole or in part), whether as a result of new information, new or worsening Risks or uncertainties, changed circumstances, future events, recognition, or otherwise.
SPAR Group, Inc. and Subsidiaries
Overview of Our Business
SPAR Group is a leading merchandising and brand marketing services company, providing a broad range of sales enhancing services to retailers across most classes of trade and consumer goods manufacturers and distributors. The Company’s goal is to be the most creative, energizing and effective services company that drives sales, margins and operating efficiency for our brand and retail clients.
As of September 30, 2025, the Company operated in the United States and Canada. During 2024, the Company strategically exited joint ventures in Mexico, Brazil, South Africa, China, Japan and India.
With more than 50 years of experience and a diverse network of merchandising specialists around the world, the Company continues to grow its relationships with some of the world’s leading businesses. The combination of resource scale, deep expertise, advanced technology and unwavering commitment to excellence, separates the Company from the competition.
The Company is dedicated to delivering a spectrum of specialized services tailored to enhance retail operations and profitability in North America. Our team collaborates closely with clients to identify their primary goals, ensuring the execution of strategies that boost sales and profit margins. With a focus on merchandising and brand marketing, our specialists deploy a variety of programs aimed at maximizing product sell-through to consumers. These initiatives range from launching new products and setting up promotional displays to assembling fixtures and ensuring consistent stock availability, thus facilitating efficient reordering processes. Furthermore, we extend our expertise to sales enhancement and customer service improvement. As the retail landscape evolves, our team is adept at undertaking comprehensive store renovations and preparing new locations for their grand openings, ensuring they meet the modern consumer's expectations. Additionally, our distribution associates play a pivotal role in retail and consumer goods distribution centers, preparing these facilities for operation, optimizing system functionality, managing product logistics, and providing essential staffing solutions to meet our clients' needs effectively.
The Company’s business is led and operated from its headquarters in Charlotte, NC, with local leadership and offices in Canada.
EBITDA and Adjusted EBITDA
EBITDA and Adjusted EBITDA are non-GAAP measures of our operating performance and should not be considered as an alternative to net income as a measure of financial performance or any other performance measure derived in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). "EBITDA" is defined as net income before (i) depreciation and amortization, (ii) interest expense, net, and (iii) income tax expense. "Adjusted EBITDA" is defined as EBITDA adjusted for (i) Board of Directors incremental compensation expense, (ii) restructuring, (iii) goodwill impairment, (iv) nonrecurring legal settlement costs and associated legal expenses unrelated to the Company's core operations, and (v) special items as determined by management. In evaluating Adjusted EBITDA for the three months and nine months ending September 30, 2025, management has included adjusted EBITDA from discontinued operations for the time period that such discontinued operations were still owned by the Company. These metrics area supplemental measures of our operating performance that is neither required by, nor presented in accordance with, U.S. GAAP.
We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our ongoing operating performance. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in our presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in future periods, and any such modification may be material. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.
Our management believes Adjusted EBITDA is helpful in highlighting trends in our core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. We also use Adjusted to supplement U.S. GAAP measures of performance in the evaluation of the effectiveness of our business strategies and to make budgeting decisions.
Adjusted EBITDA has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations include:
| ● |
Adjusted EBITDA does not reflect our cash expenditure or future requirements for capital expenditures or contractual commitments; |
| ● |
Adjusted EBITDA does not reflect changes in our cash requirements for our working capital needs; |
| ● |
Adjusted EBITDA does not reflect the interest expense and the cash requirements necessary to service interest or principal payments on our debt; |
| ● |
Adjusted EBITDA does not reflect cash requirements for replacement of assets that are being depreciated and amortized; |
| ● |
Adjusted EBITDA does not reflect non-cash compensation, which is a key element of our overall long-term compensation; |
| ● |
Adjusted EBITDA does not reflect the impact of certain cash charges or cash receipts resulting from matters we do not find indicative of our ongoing operations; and |
| ● |
Other companies in our industry may calculate Adjusted EBITDA differently than we do. |
The following is a reconciliation of our net income to Adjusted EBITDA for the periods presented:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| (in thousands) |
2025 |
2024 |
2025 |
2024 |
||||||||||||
| Consolidated net (loss) income from continuing operations |
$ | (8,764 | ) | $ | (270 | ) | $ | (8,303 | ) | $ | 4,349 | |||||
| Depreciation and amortization from continuing operations |
404 | 454 | 1,185 | 1,380 | ||||||||||||
| Interest expense from continuing operations |
663 | 582 | 1,721 | 1,647 | ||||||||||||
| Income tax (benefit) expense from continuing operations |
1,719 | (2,314 | ) | 1,953 | 14 | |||||||||||
| Other expense from continuing operations |
463 | 472 | 460 | 184 | ||||||||||||
| EBITDA of discontinued operations |
- | - | - | 1,475 | ||||||||||||
| Subtotal of Adjustments to Consolidated Net Income |
3,249 | (806 | ) | 5,319 | 4,700 | |||||||||||
| Consolidated EBITDA |
$ | (5,515 | ) | $ | (1,076 | ) | $ | (2,984 | ) | $ | 9,049 | |||||
| Restructuring costs & severance |
4,018 | - | 4,018 | 256 | ||||||||||||
| Exceptional BOD payments |
544 | - | 544 | - | ||||||||||||
| Loss (gain) on sale of business |
- | 960 | - | (4,786 | ) | |||||||||||
| Share based compensation |
84 | (149 | ) | 138 | 107 | |||||||||||
| Other one time expenses (1) |
959 | 952 | 1,184 | 1,607 | ||||||||||||
| Consolidated Adjusted EBITDA |
$ | 90 | $ | 687 | $ | 2,900 | $ | 6,233 | ||||||||
| Adjusted EBITDA attributable to non-controlling interest |
- | (466 | ) | - | (1,909 | ) | ||||||||||
| Adjusted EBITDA attributable to SPAR Group, Inc. |
$ | 90 | $ | 221 | $ | 2,900 | $ | 4,324 | ||||||||
(1) Other one time expenses for the three months ended September 30, 2025 include legal expenses of $314K, restatement costs of $230K, and costs related to the strategic review of $415K. For the nine months ended September 30, 2025 other one time expenses include legal expenses of $328K, restatement costs of $230K, and costs related to the strategic review of $626K. Other one time expenses for the three months ended September 30, 2024 include costs related to the strategic review of $952K. For the nine months ended September 30, 2024 other one time expenses include costs related to the strategic review of $1,607K.
RESULTS OF OPERATIONS
The following table sets forth selected financial data and data as a percentage of Net revenues for the periods indicated (dollars in thousands):
For the three months ended September 30, 2025, compared to the three months ended September 30, 2024
| Three Months Ended September 30, |
||||||||||||||||
| 2025 |
2024 |
|||||||||||||||
| Net revenues |
$ | 41,416 | 100.0 | % | $ | 37,788 | 100.0 | % | ||||||||
| Cost of revenue: |
||||||||||||||||
| Field management |
2,048 | 4.9 | 2,569 | 6.8 | ||||||||||||
| Direct expenses |
31,678 | 76.5 | 26,777 | 70.9 | ||||||||||||
| Total cost of revenue |
33,726 | 81.4 | 29,346 | 77.7 | ||||||||||||
| Gross profit |
7,690 | 18.6 | 8,442 | 22.3 | ||||||||||||
| Selling, general and administrative expense |
9,187 | 22.2 | 8,558 | 22.6 | ||||||||||||
| Restructuring costs and severance |
4,018 | 9.7 | - | - | ||||||||||||
| Loss on sale of business |
- | - | 960 | 2.5 | ||||||||||||
| Depreciation and amortization |
404 | 1.0 | 454 | 1.2 | ||||||||||||
| Operating loss |
(5,919 | ) | (14.3 | ) | (1,530 | ) | (4.0 | ) | ||||||||
| Interest expense |
663 | 1.6 | 582 | 1.5 | ||||||||||||
| Other expense, net |
463 | 1.1 | 472 | 1.2 | ||||||||||||
| Loss before income tax benefit |
(7,045 | ) | (17.0 | ) | (2,584 | ) | (6.7 | ) | ||||||||
| Income tax expense (benefit) |
1,719 | 4.2 | (2,314 | ) | (6.1 | ) | ||||||||||
| Loss from continuing operations |
(8,764 | ) | (21.2 | ) | (270 | ) | (0.7 | ) | ||||||||
| Net loss from discontinued operations |
- | - | - | - | ||||||||||||
| Net loss |
(8,764 | ) | (21.2 | ) | (270 | ) | (0.7 | ) | ||||||||
| Net loss attributable to non-controlling interest |
- | - | 88 | 0.2 | ||||||||||||
| Net loss attributable to SPAR Group, Inc. |
$ | (8,764 | ) | (21.2 | )% | $ | (182 | ) | (0.5 | )% | ||||||
Net Revenues
Net revenues for three months ended September 30, 2025 were $ 41.4 million, compared to $ 37.8 million for the three months ended September 30, 2024, an increase of $ 3.6 million, or 9.5%. Net revenues increased in the quarter, despite the sale of Mexico, Japan, and India. This increase in revenues was driven by continued growth in the US market.
Cost of Revenues
The Company's cost of revenues consists of its in-store labor and field management wages, related benefits, travel and other direct labor-related expenses and was 81.4% of net revenue for the three months ended September 30, 2025 compared to 77.7% of net revenues for the three months ended September 30, 2024.
Cost of revenues for the three months ended September 30, 2025 were $ 33.7 million, compared to $ 29.3 million for the three months ended September 30, 2024, an increase of $ 4.4 million, or 15.0%. The increase is primarily due to the growth in revenues compared to last year.
Selling, General and Administrative Expenses
Selling, general and administrative expenses of the Company include its corporate overhead, project management, information technology, executive compensation, human resources, legal and accounting expenses. Selling, general and administrative expenses were approximately $ 9.2 million, or 22.2% of net revenue, and approximately $ 8.6 million, or 22.6% of net revenue for the three months ended September 30, 2025 and 2024, respectively. The increase in selling, general and administrative expenses is largely due to one-time costs associated with the relocation of the Company's headquarters to Charlotte, NC, and other legal costs related to shareholder matters.
Restructuring Costs and Severance
Restructuring costs and severance includes payments made to certain executives as part of their departure agreements, which were disclosed in an 8-K filing on August 25, 2025. These costs, which are presented separately on the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were $ 4.0 million and $0 million for the three months ended September 30, 2025 and 2024, respectively.
Depreciation and Amortization
For the three months ended September 30, 2025 and 2024, depreciation and amortization was approximately $ 0.4 million and $ 0.5 million, respectively.
Interest Expense
For the three months ended September 30, 2025 and 2024, interest expense was approximately $ 0.7 million and $ 0.6 million, respectively.
Other Expense, Net
For the three months ended September 30, 2025 and 2024, other expense, net was approximately $0.5 million and $0.5 million, respectively.
Income Tax Expense (Benefit)
For the three months ended September 30, 2025 and 2024, income tax expense was approximately $ 1.7 million with an effective rate of -24.4%, compared to a benefit of $ (2.3) million with an effective rate of 89.6% for the three months ended September 30, 2024. The third quarter 2025 effective tax rate differs from the statutory rate of 21% mostly due to permanent differences and a recording of a valuation allowance on deferred tax assets to the extent the Company believes that these assets are not more likely than not to be realized.
For the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024
| Nine Months Ended September 30, |
||||||||
| 2025 |
2024 |
|||||||
| $ |
% |
$ |
% |
|||||
| Net revenues |
$ 114,087 |
100.0% |
$ 130,586 |
100.0% |
||||
| Cost of revenue: |
||||||||
| Field management |
7,489 |
6.6 |
6,681 |
5.1 |
||||
| Direct expenses |
82,570 |
72.4 |
96,795 |
74.1 |
||||
| Total cost of revenue |
90,059 |
78.9 |
103,476 |
79.2 |
||||
| Gross profit |
24,028 |
21.1 |
27,110 |
20.8 |
||||
| Selling, general and administrative expense |
22,994 |
20.2 |
24,322 |
18.6 |
||||
| Restructuring costs and severance | 4,018 | 3.5 | - | - | ||||
| Gain on sale of business |
- |
- |
(4,786) |
(3.7) |
||||
| Depreciation and amortization |
1,185 |
1.0 |
1,380 |
1.1 |
||||
| Operating (loss) income |
(4,169) |
(3.7) |
6,194 |
4.7 |
||||
| Interest expense |
1,721 |
1.5 |
1,647 |
1.3 |
||||
| Other expense, net |
460 |
0.4 |
184 |
0.1 |
||||
| (Loss) income before tax expense |
(6,350) |
(5.6) |
4,363 |
3.3 |
||||
| Income tax expense |
1,953 |
1.7 |
14 |
0.0 |
||||
| (Loss) income from continuing operations |
(8,303) |
(7.3) |
4,349 |
3.3 |
||||
| Net loss from discontinued operations |
- |
- |
(881) |
(0.7) |
||||
| Net (loss) income |
(8,303) |
(7.3) |
3,468 |
2.7 |
||||
| Net income attributable to non-controlling interest | - | - | (914) | (0.7) | ||||
| Net (loss) income attributable to SPAR Group, Inc. | $ (8,303) | (7.3)% | $ 2,554 | 2.0% | ||||
Net Revenues
Net revenues for nine months ended September 30, 2025 were $ 114.1 million, compared to $ 130.6 million for the nine months ended September 30, 2024, a decrease of $ 16.5 million, or 12.6%. The decrease is primarily due to the exit of South Africa, Mexico, China, Japan and India during later periods of 2024.
Cost of Revenues
The Company's cost of revenues consists of its in-store labor and field management wages, related benefits, travel and other direct labor-related expenses and was 78.9% of net revenue for the nine months ended September 30, 2025 compared to 79.2% of net revenues for the nine months ended September 30, 2024.
Cost of revenues for the nine months ended September 30, 2025 were $ 90.1 million, compared to $ 103.5 million for the nine months ended September 30, 2024, a decrease of $ 13.4 million, or 12.9%. The decrease is primarily due to the exit of South Africa, Mexico, China, Japan and India during later periods of 2024.
Selling, General and Administrative Expenses
Selling, general and administrative expenses of the Company include its corporate overhead, project management, information technology, executive compensation, human resources, legal and accounting expenses. Selling, general and administrative expenses were approximately $ 23.0 million, or 20.2% of net revenue, and approximately $ 24.3 million, or 18.6% of net revenue for the nine months ended September 30, 2025 and 2024, respectively. The increase in selling, general, and administrative expenses is largely due to one-time costs associated with the relocation of the Company's headquarters to Charlotte, NC, costs related to the Company's strategic review, and other legal costs related to shareholder matters.
Restructuring Costs and Severance
Restructuring costs and severance includes payments made to certain executives as part of their departure agreements, which were disclosed in an 8-K filing on August 25, 2025. These costs, which are presented separately on the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were $ 4.0 million and $0 million for the nine months ended September 30, 2025 and 2024, respectively.
Depreciation and Amortization
For the nine months ended September 30, 2025 and 2024, depreciation and amortization was approximately $ 1.2 million and $ 1.4 million, respectively.
Interest Expense
For the nine months ended September 30, 2025 and 2024, interest expense was approximately $ 1.7 million and $ 1.6 million, respectively.
Other Expense, Net
For the nine months ended September 30, 2025 and 2024, other expense, net was approximately $0.5 million and $0.2 million, respectively.
Income Tax Expense
For the nine months ended September 30, 2025 and 2024, income tax expense was approximately $ 2.0 million with an effective rate of (30.8)% and $0 with an effective rate of 0.3%, respectively. The nine months ended September 30, 2025 effective tax rate differs from the statutory rate of 21% mostly due to permanent differences and a recording of a valuation allowance on deferred tax assets to the extent the Company believes that these assets are not more likely than not to be realized.
Critical Accounting Estimates
The preparation of our consolidated financial statements in conformity with US GAAP requires us to make estimates and judgments that affect the amounts reported in those financial statements and related notes thereto. However, we believe we have used reasonable estimates and assumptions in preparing the unaudited condensed consolidated financial statements. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.
The significant accounting policies and estimates used in preparation of the unaudited condensed consolidated financial statements are described in the Critical Accounting Estimates section of the MD&A in the 2024 Annual Report on Form 10-K/A as filed with the Securities and Exchange Commission on July 17, 2025.
Liquidity and Capital Resources
Funding Requirements
Cash from operations could be affected by various risks and uncertainties, including, but not limited to risks detailed in the section titled "Risk Factors" included elsewhere in our 2024 Annual Report on Form 10-K/A. The Company believes that based upon the continuation of the Company's existing credit facilities (for which the Company closed on a two year extension from its lender in October 2025), projected results of operations, vendor payment requirements and other financing available to the Company (including amounts due to affiliates), sources of cash availability should be manageable and sufficient to support ongoing working capital and capital expenditure requirements over the next 12 months. However, delays in collection of receivables due from any of the Company's major clients, a significant reduction in business from such clients, or a negative economic downturn, could have a material adverse effect on the Company's business, cash resources, and ongoing ability to fund operations.
The Company is a party to various domestic and international credit facilities. These various domestic and international credit facilities require compliance with their respective financial covenants. See Note 3 to the Company's unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Cash Flows for the For the Nine months ended September 30, 2025 and 2024
Net cash used in operating activities was $ 16.0 million compared to $ 0.7 million used in operating activities for the nine months ended September 30, 2025 and 2024, respectively. Net cash used in operating activities was primarily driven by growth in accounts receivable when compared to December 31, 2024. This growth is consistent with the growth in sales as well as the natural seasonality of the business.
Net cash used in investing activities was approximately $ 1.5 million compared to $ 9.5 million provided by investing activities for the nine months ended September 30, 2025 and 2024, respectively.
Net cash provided by financing activities was approximately $ 7.5 million compared to $ 0.2 million provided by financing activities for the nine months ended September 30, 2025 and 2024, respectively.
Reflecting the impact of foreign exchange rate changes on the activity above resulted in a decrease in cash and cash equivalents for the nine months ended September 30, 2025 and 2024 of approximately $13 thousand and $(75) thousand, respectively.
| Quantitative and Qualitative Disclosures about Market Risk |
The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.
| Controls and Procedures |
Our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure. The Chief Executive Officer and the Chief Financial Officer, as our principal financial and accounting officer, have reviewed the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q and, based on their evaluation, have concluded that the disclosure controls and procedures were not effective as of such date due to material weaknesses in internal control over financial reporting, described below.
Material Weaknesses in Internal Control Over Financial Reporting
Management did not maintain effective controls related to the financial statement close process to ensure the completeness and accuracy of certain amounts and disclosures, specifically related to the preparation and review of balance sheet account reconciliations and presentation of segment disclosures. This material weakness resulted in errors in revenue, expense, accrual accounts, and prepaid accounts at year end.
Management did not design and implement effective controls used in the financial close process over non-recurring transactions, including accounting for the deconsolidation and sale of the international components. This material weakness resulted in errors in the calculation and presentation of the sale of international components and the deconsolidation of one subsidiary.
Remediation Efforts
The Company has begun the process of, and is focused on, designing and implementing effective internal control measures to improve its internal control over financial reporting and remediate the material weakness identified above. The Company's internal control remediation efforts include the following:
1. Implemented a modern and more efficient ERP system which went live January 1, 2025 with a parallel run in Q4 2024, and which includes modern and inherent controls and reduces the need for manual adjustments and likelihood of errors;
2. Hiring of an Assistant Controller as of January 1, 2025, who is an experienced CPA, and will provide necessary support to the existing Controller and ensure proper reconciliations are performed in a timely manner;
3. Consolidation of the finance and accounting team in one office (versus different offices and home offices), in a transition that started January 1, 2025, centralizing processes and ensuring more consistent application of controls across the Company;
4. Simplified the organizational structure by divesting six foreign joint venture operations, thereby reducing the complexity of the Company’s financial reporting and oversight processes.
The Company expects that the actions described above and resulting improvements in controls will strengthen its internal control over financial reporting and will address the identified material weaknesses.
Changes in Internal Controls Over Financial Reporting
Other than the remediation efforts described above, there were no changes in the Company's internal controls over financial reporting that occurred during the three months ended September 30, 2025, that materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
SPAR Group, Inc. and Subsidiaries
PART II: OTHER INFORMATION
| Legal Proceedings |
The Company is a party to various legal actions and administrative proceedings arising in the normal course of business. In the opinion of Company's management, resolution of these matters is not anticipated to have a material adverse effect on the Company or its estimated or desired affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results or condition.
| Risk Factors |
Existing Risk Factors
Various risk factors applicable to the Company and its businesses are described in Item 1A under the caption "Risk Factors" in the 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024, which Risk Factors are incorporated by reference into this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2025.
There have been no material changes in the Company's risk factors since the 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024.
| Unregistered Sales of Equity Securities and Use of Proceeds |
Not applicable.
| Defaults upon Senior Securities |
Not applicable.
| Mine Safety Disclosures |
Not applicable.
| Other Information |
applicable.
SPAR Group, Inc. and Subsidiaries
| Exhibits |
| 31.1 |
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| 31.2 |
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| 32.1 |
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| 32.2 |
| 101.INS |
Inline XBRL Instance Document - the instance document does not appear in the interactive Inline XBRL document. |
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| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SPAR Group, Inc. and Subsidiaries
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 14, 2025 |
SPAR Group, Inc., Registrant |
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By:
/s/ Antonio Calisto Pato
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Antonio Calisto Pato |