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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB Number: Expires: Estimated average burden hours per response |
3235-0058 March 31, 2025 2.50 |
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FORM 12b-25 |
SEC FILE NUMBER 0-27408 |
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NOTIFICATION OF LATE FILING |
CUSIP NUMBER 784933 10 3 |
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(Check one): |
☒ Form 10-K |
☐Form 20-F |
☐Form 11-K |
☐Form 10-Q |
☐Form 10-D |
☐Form N-SAR |
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☐Form N-CSR |
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For Period Ended: |
December 31, 2024 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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| ☐ Transition Report on Form N-SAR | |||
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For the Transition Period Ended: |
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Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
SPAR Group, Inc.
Full Name of Registrant
Former Name if Applicable
1910 Opdyke Court
Address of Principal Executive Office (Street and Number)
Auburn Hills, MI 48326
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
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SEC 1344 (01-19) |
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The filing of the Annual Report on Form 10-K for the period ended December 31, 2024 (the “Report”), with the Securities and Exchange Commission (the “SEC”), for SPAR Group, Inc., and its subsidiaries (collectively, the "Company") will be delayed because the Company requires additional time to finalize its consolidated financial statements for inclusion in the Report.
PART IV — OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification |
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Antonio Calisto Pato |
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364-7727 |
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(Name) |
(Area Code) |
(Telephone Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐ |
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐ |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
When the Company completes the preparation of its consolidated financial statements to be included in the Report discussed in Part III above, the Company expects that its results of operations for the fiscal year ended December 31, 2024 will reflect the following significant changes in comparison to the fiscal year ended December 31, 2023, all primarily driven by the sale of all international joint ventures during various times throughout the year:
For the fiscal year ended December 31, 2024, the Company expects to report (i) consolidated net revenues of approximately $195.0 million, as compared to approximately $262.7 million for the fiscal year ended December 31, 2023, (ii) cost of revenues of approximately $156.4 million, as compared to approximately $202.1 million for the fiscal year ended December 31, 2023 and (iii) gross profit of approximately $38.6 million, as compared to approximately $55.5 million for the fiscal year ended December 31, 2023.
The amounts reported above are preliminary and unaudited and are subject to change once reported in the Report.
Cautionary Statement Concerning Forward-Looking Statements
This Notification of Late Filing on Form 12b-25 (“Form 12b-25”) contains “forward-looking statements” within the meaning of the U.S. securities laws, including Section 21E of the Securities Exchange Act of 1934, as amended. 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.
Important factors that could cause our actual results to differ materially from those indicated in the forward-looking statements include, among others, the following:
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potential errors made in calculating the preliminary financial statement information for the fiscal year ended December 31, 2024; |
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adjustments that may arise in connection with the year-end financial close process for the fiscal year ended December 31, 2024; |
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further delay in the year-end financial close process; and |
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such other factors as discussed throughout the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, as well as other documents the Company files with the Securities and Exchange Commission. |
The forward-looking statements made by us in this Form 12b-25 are based only on information currently available to us and speak only as of the date hereof. Except as required by applicable law, we do not intend, and assume no obligation, to update any forward-looking statements.
SPAR Group, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date |
March 31, 2025 |
By |
/s/ Antonio Calisto Pato |
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Name: |
Antonio Calisto Pato |
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Title: |
Chief Financial Officer, Treasurer |
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and Secretary (Principal Financial and |
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Accounting Officer) |
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