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OMB APPROVAL |
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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 May 15, 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: |
March 31, 2025 |
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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 delay is primarily attributable to: (i) the ongoing work to finalize the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which has constrained the personnel and time available for the quarterly close; and (ii) the additional closing activities associated with the Company’s recent conversion to a new enterprise-resource-planning (ERP) system.
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 ☒ |
Annual Report on Form10-K for the fiscal year ending December 31, 2024, which Registrant expects to file this week.
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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 condensed consolidated financial statements to be included in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, the Company expects that its results of operations for the quarter ended March 31, 2025 will reflect the following significant changes in comparison to the quarter ended March 31, 2024, all primarily driven by the sale of all international joint ventures during various times throughout fiscal year 2024:
For the quarter ended March 31, 2025, the Company expects to report (i) consolidated net revenues of approximately $34.0 million, as compared to approximately $68.7 million for the quarter ended March 31, 2024, (ii) cost of revenues of approximately $27.2 million, as compared to approximately $56.1 million for the quarter ended March 31, 2024 and (iii) gross profit of approximately $6.8 million, as compared to approximately $12.5 million for the quarter ended March 31, 2024.
The information above is preliminary and subject to change and does not present all information necessary for an understanding of the Company’s results of operations for the quarter ended March 31, 2025. The Company’s actual results may differ from the preliminary estimates above and are subject to the completion of the review by the Company’s independent registered public accounting firm.
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 quarter ended March 31, 2025; |
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adjustments that may arise in connection with the quarter-end financial close process for the quarter ended March 31, 2025; |
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delay in the quarter 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 |
May 15, 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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