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sgrp20251106_8k.htm
false 0001004989 0001004989 2025-11-12 2025-11-12
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 12, 2025
 
 
SPAR Group, Inc.
 
 
(Exact Name of Registrant as Specified in Charter)
 
 
Delaware
0-27408
33-0684451
(State or Other Jurisdiction of Incorporation)
(Commission File No.)
(IRS Employer Identification No.)
 
 
110 East Boulevard, Suite 1600, Charlotte, NC
(Address of Principal Executive Offices)
 
28203
(Zip Code)
 
Registrant's telephone number, including area code: (704) 837-1651
 
1910 Opdyke Court, Auburn Hills, MI 48326
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
SGRP
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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. ☐
 
 

 
Introductory Note
 
SPAR Group, Inc. ("SGRP" or the "Corporation", and together with its subsidiaries, the "Company", "SPAR" or "SPAR Group") has listed its shares of common stock, par value $0.01 ("Common Stock") for trading through the Nasdaq Stock Market LLC ("Nasdaq") under the trading symbol "SGRP" and periodically files reports with the Securities and Exchange Commission ("SEC"). Reference is made to: (a) SGRP's Amended 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024, as filed with the SEC on July 17, 2025 (the "2024 Annual Report"), 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 (together with the 2024 Annual Report, each an "SEC Report").
 
Item 2.02 Results of Operations and Financial Condition.
 
On November 14, 2025, the Company announced its financial results for the third quarter ended September 30, 2025. A copy of the press release announcing this event is attached to and included in this Form 8-K as Exhibit 99.1.
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
William Linnane Appointment
 
On November 12, 2025, the Board of Directors of SGRP (the "Board") appointed Mr. William Linnane as CEO of the Corporation, and appointed Mr. Linnane to the Board to fill the CEO Board Seat, effectively immediately.
 
William Linnane recently transitioned from his role as the Global Strategy & Growth Officer of the Corporation to the President of the Corporation, which was previously disclosed on the Corporation’s Current Report on Form 8-K filed with the SEC on August 29, 2025.
 
Forward Looking Statements
 
This Current Report on Form 8-K (this “Current Report”) contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, made by, or respecting, the Corporation and its subsidiaries. “Forward-looking statements” are defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, and other applicable federal and state securities laws, rules and regulations, 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. Forward-looking statements made by the Corporation in this Current Report may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors (“Risks”). Those Risks include (without limitation): collection of the termination fee from Highwire Capital, potential non-compliance with applicable Nasdaq rules regarding the filing of periodic financial reports, director independence, bid price or other rules; any potential non-compliance with applicable Nasdaq annual meeting, director independence, bid price or other rules; the impact of selling certain of the Corporation's subsidiaries or any resulting impact on revenues, earnings or cash; the Company's cash flows or financial condition; and plans, intentions, expectations.
 
For additional information and risk factors that could affect the Corporation, see its 2024 Annual Report and other SEC Reports as filed with the SEC. The information contained in this Current Report is made only as of the date hereof, even if subsequently made available by the Corporation on its website or otherwise.
 
You should carefully review and consider the Corporation'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 Current Report, 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 Corporation's current views about future events and circumstances. Although the Corporation 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 Corporation, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Corporation's control). In addition, new Risks arise from time to time, and it is impossible for the Corporation to predict these matters or how they may arise or affect the Company. Accordingly, the Corporation 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 Corporation's common stock.
 
These forward-looking statements reflect the Corporation's Expectations, views, Risks and assumptions only as of the date hereof, and the Corporation 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.
 
 

 
Item 9.01. Financial Statements and Exhibits.
 
(d)
Exhibits:
 
99.1
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
SIGNATURES
 
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.
 
 
SPAR Group, Inc.
Date: November 18, 2025
By: /s/ Antonio Calisto Pato
Antonio Calisto Pato, Chief Financial Officer, Treasurer and Secretary
 
 
 
ex_888937.htm

Exhibit 99.1

 

https://cdn.kscope.io/fb0e54624a6d29fe5a7c366a5940dcd0-logo.jpg

 

SPAR Group, Inc. Reports Third Quarter 2025 Results

 

November 14, 2025

 

Executing Strategy to Create a Structurally Leaner, Profitable Business

 

CHARLOTTE, N.C., Nov. 14, 2025 (GLOBE NEWSWIRE) -- SPAR Group, Inc. (NASDAQ: SGRP) (“SPAR,” “SPAR Group” or the “Company”), an innovative services company offering comprehensive merchandising, marketing, and distribution solutions to retailers and brands throughout the United States and Canada, today reported financial and operating results for the three and nine months ended September 30, 2025.

 

William Linnane, President and Chief Executive Officer of SPAR Group, commented, “Although we are very pleased to report topline momentum this quarter, with combined U.S. and Canada net revenues up 28.2% over third quarter last year, we recognize that there is more work ahead to build a structurally leaner and more profitable business. The quarter had a benefit to its growth rate due to the timing of one-off project work. However, overall we do expect the growth of U.S. and Canada net revenue to be higher in second half than in first half of 2025. As we plan for 2026, our strategic imperatives center on driving continued revenue growth—particularly within higher margin merchandising services for retailers and consumer packaged goods clients—reducing senior team leadership costs and management layers, eliminating non-revenue-generating costs, and heightening our focus on cash generation and working capital discipline.”

 

“Our leadership team is excited and fully aligned around a shared vision of growth and transformation into a leaner, profit-driven organization. While we remain a people-centric business, our new Chief Technology Officer, Josh Jewett, is accelerating the use of technology and AI to transform SPAR’s go-to-market strategy, driving innovation and competitive differentiation across the industry. While growth remains essential, our priority is to build a structurally higher-margin business that delivers strong cash flow and generates long-term shareholder value,” concluded Linnane.

 

Antonio Calisto Pato, Chief Financial Officer of SPAR Group, commented, “The second half of 2025, which includes third quarter results, represents a reset period for SPAR. While we are pleased with topline performance, the revenue mix weighed on margins due to a higher proportion of retailer remodeling work in total net revenues. Our 2026 business development initiatives are highly focused on adjusting to the new sales mix and addressing its lower margins.”

 

“We are also advancing efforts to create a leaner cost structure going forward through disciplined management of controllable selling, general, and administrative expenses. The Company is targeting SG&A at approximately $6.5 million per quarter or lower, excluding legal and other one-time items. In addition, we remain focused on driving positive cash flow and sustaining disciplined working capital management. Notably, accounts receivable balances and operating cash usage increased in 2025, driven by both revenue growth and the impact of our program management agreement with a large retail client. Finally, we recently amended and extended our ABL facilities to provide greater flexibility and support to further strengthen the Company’s balance sheet and financial position,” concluded Calisto Pato.

 

Third Quarter 2025 Highlights

 

 

Net revenues were $41.4 million. On a comparable basis, net revenues for the U.S. and Canada were up 28.2%1 versus the prior year quarter. The prior year included non-comparable net revenues related to joint venture divestitures in Mexico, Japan, and India.

 

 

Consolidated Gross Margin was 18.6% of sales, due to higher remodeling mix shifts, compared to 22.3% of sales in the year ago quarter.

 

 

The Company incurred approximately $4.0 million of restructuring costs and severance in the third quarter and an additional $1.6 million of unusual or one-time costs primarily related to legal expenses, strategic alternatives and moving expenses related to our new corporate office in Charlotte. In the prior year quarter, strategic alternative costs were approximately $1 million. Excluding these unusual or one-time costs in both periods, third quarter 2025 SG&A were $7.6 million, compared to a similar amount in the prior year. As noted, the business is aggressively working to reduce this towards a sustainable run rate below $6.5 million per quarter.

 

 

Income tax expense of $1.7 million in the quarter includes a $1.9 million valuation allowance related to U.S. federal and state deferred tax assets, which had a $(0.08) per share impact on the GAAP results for the quarter. This non-cash adjustment has no impact on current or future cash flow, liquidity, or debt covenants.

 

 

GAAP Net loss attributable to SPAR Group, Inc., including the one-time and restructuring costs, was ($8.8) million, or ($0.37) per diluted share, compared to a loss of ($0.2) million, or ($0.01) per diluted share in the prior year quarter. Non-GAAP adjusted diluted loss per common share attributable to SPAR Group Inc. was ($0.10) compared to adjusted diluted income per common share attributable to SPAR Group Inc of $0.05 in the prior year quarter.

 

 

Adjusted EBITDA attributable to SPAR Group, Inc. was $90 thousand, or 0.2% of sales, compared to the prior year quarter of $221 thousand, or 0.6% of sales.

 

 

In early October, the Company amended and expanded revolving credit facilities to $36 million, with an extension until October 2027.

 

1 Refer to the Geographic Data table in the Segment footnote of the Company’s Form 10-Q for the third quarter of 2025.

 

 

 

First Nine Months 2025 Highlights

 

 

Net revenues were $114.1 million. On a comparable basis, net revenues for the U.S. and Canada were up 12.6%1 versus the prior year quarter. The prior year included non-comparable net revenues related to joint venture divestitures in South Africa, Mexico, China, Japan, and India.

 

 

Consolidated Gross Margin was 21.1% of sales, an increase compared to 20.8% of sales in the prior year period.

 

 

Restructuring costs and severance of $4.0 million were recognized in the 2025 period compared to zero in the prior year.

 

 

Income tax expense of $2.0 million in the period includes a $1.9 million valuation allowance related to U.S. federal and state deferred tax assets, which had a $(0.08) per share impact on the GAAP results for the period. This non-cash adjustment has no impact on current or future cash flow, liquidity, or debt covenants.

 

 

GAAP Net income (loss) attributable to SPAR Group, Inc. was ($8.3) million, or ($0.35) per diluted share, compared to $2.6 million, or $0.11 per diluted share, in the first nine months of fiscal 2025. The 2024 period includes a $4.8 million gain on sale. Non-GAAP adjusted diluted loss per common share attributable to SPAR Group Inc. was ($0.07) compared to adjusted diluted income per common share attributable to SPAR Group Inc was $0.01.

 

 

Adjusted EBITDA attributable to SPAR Group, Inc. was $2.9 million, or 2.5% of sales, compared to the prior year first nine months of $4.3 million, or 3.3% of sales.

 

1 Refer to the Geographic Data table in the Segment footnote of the Company’s Form 10-Q for the third quarter of 2025.

 

Financial Position as of September 30, 2025

 

The Company’s total liquidity at the end of the quarter was $10.4 million, with $8.2 million in cash and cash equivalents and $2.2 million of unused availability as of September 30, 2025. For the nine months ending September 30, 2025, net cash used by operating activities was $16.0 million. The Company ended the period with net working capital of $8.5 million on September 30, 2025.

 

About SPAR Group, Inc.

 

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

 

Cautionary Note Regarding Forward-Looking Statements

 

This Press Release contains, and the above referenced recorded comments, will contain 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) and its subsidiaries (together with SGRP, SPAR, SPAR Group or the Company), filed in an Annual Report on Form 10- K/A by SGRP with the Securities and Exchange Commission (the SEC) for its fiscal year ended December 31, 2024, and SGRPs 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 the Quarterly Report, the Annual Report and the Proxy Statement, the Information Statement, the Second Special Meeting Proxy/Information Statement, 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).

 

The forward-looking statements made by the Company in this Press Release may include (without limitation) any expectations, guidance or other information respecting the pursuit or achievement of the Companys corporate strategic objectives. The Companys forward-looking statements also include, in particular and without limitation, those made in Business, Risk Factors, Legal Proceedings, and Managements Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report. You can identify forward-looking statements in such information by the Companys use of terms such as may, will, expect, intend, believe, estimate, anticipate, continue, plan, project or similar words or variations or negatives of those words.

 

 

 

You should carefully consider (and not place undue reliance on) the Companys forward-looking statements, risk factors and the other risks, cautions and information made, contained or noted in or incorporated by reference into this Press Release, the Annual Report, the Proxy Statement and the other applicable SEC Reports that could cause the Companys actual performance or condition (including its assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation or other achievement, results, risks, trends or condition) to differ materially from the performance or condition planned, intended, anticipated, estimated or otherwise expected by the Company (collectively, expectations) and described in the information in the Companys forward-looking and other statements, whether expressed or implied. Although the Company believes them to be reasonable, those expectations involve known and unknown risks, uncertainties, and other unpredictable factors (many of which are beyond the Companys control) that could cause those expectations to fail to occur or be realized or such actual performance or condition to be materially and adversely different from the Companys expectations. In addition, new risks and uncertainties 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 the Company has identified all potential risks, or that the Company 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 SGRPs Common Stock.

 

You should also carefully review the risk factors described in the Annual Report (See Item 1A Risk Factors) and any other risks, cautions or information made, contained or noted in or incorporated by reference into the Annual Report, the Proxy Statement or other applicable SEC Report. All forward-looking and other statements or information attributable to the Company or persons acting on its behalf are expressly subject to and qualified by all such risk factors and other risks, cautions and information.

 

The Company does not intend or promise, and the Company expressly disclaims any obligation, to publicly update or revise any forward-looking statements, risk factors or other risks, cautions or information (in whole or in part), whether as a result of new information, risks or uncertainties, future events or recognition or otherwise, except as and to the extent required by applicable law.

 

Investor Relations Contact:

 

Sandy Martin or Phillip Kupper Three Part Advisors

214-616-2207

smartin@threepa.com; pkupper@threepa.com

 

Financial Statements Follow

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

(In thousands, except per share amounts)

 

   

Three Months Ended

September 30

   

Nine Months Ended

September 30

 
   

2025

   

2024

   

2025

   

2024

 

Net revenues

  $ 41,416     $ 37,788     $ 114,087     $ 130,586  

Field management

    2,048       2,569       7,489       6,681  

Direct expenses

    31,678       26,777       82,570       96,795  

Gross profit

    7,690       8,442       24,028       27,110  

Selling, general and administrative expense

    9,187       8,558       22,994       24,322  

Restructuring costs and severance

    4,018       -       4,018       -  

Loss (gain) on sale of business

    -       960       -       (4,786 )

Depreciation and amortization

    404       454       1,185       1,380  

Operating (loss) income

    (5,919 )     (1,530 )     (4,169 )     6,194  

Interest expense

    663       582       1,721       1,647  

Other expense, net

    463       472       460       184  

(Loss) income before income tax (benefit) expense

    (7,045 )     (2,584 )     (6,350 )     4,363  

Income tax (benefit) expense

    1,719       (2,314 )     1,953       14  

(Loss) income from continuing operations

    (8,764 )     (270 )     (8,303 )     4,349  

Discontinued Operations

                               

Income from discontinued operations

    -       -       -       1,381  

Loss on disposal of business

    -       -       -       (1,188 )

Income tax expense

    -       -       -       (1,074 )

Net loss from discontinued operations

    -       -       -       (881 )

Net (loss) income

    (8,764 )     (270 )     (8,303 )     3,468  

Net loss (income) attributable to non-controlling interest

    -       88       -       (914 )

Net (loss) income attributable to SPAR Group, Inc.

  $ (8,764 )   $ (182 )   $ (8,303 )   $ 2,554  

Basic (loss) earnings per common share attributable to SPAR Group, Inc. from continuing operations

  $ (0.37 )   $ (0.01 )   $ (0.35 )   $ 0.15  

Diluted (loss) earnings per common share attributable to SPAR Group, Inc. from continuing operations

  $ (0.37 )   $ (0.01 )   $ (0.35 )   $ 0.15  

Basic loss per common share attributable to SPAR Group, Inc. from discontinued operations

  $ -     $ -     $ -     $ (0.04 )

Diluted loss per common share attributable to SPAR Group, Inc. from discontinued operations

  $ -     $ -     $ -     $ (0.04 )

Basic (loss) earnings per common share attributable to SPAR Group,Inc.

  $ (0.37 )   $ (0.01 )   $ (0.35 )   $ 0.11  

Diluted (loss) earnings per common share attributable to SPAR Group, Inc.

  $ (0.37 )   $ (0.01 )   $ (0.35 )   $ 0.11  

Weighted-average common shares outstanding – basic

    23,648       23,435       23,523       23,591  

Weighted-average common shares outstanding – diluted

    23,696       23,435       23,567       23,768  

 

 

 

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

(In thousands, except share and per share data)

 

   

September 30

2025

   

December 31,

2024

 
Assets:                
Current assets:                

Cash and cash equivalents

  $ 8,206     $ 18,221  

Accounts receivable, net

    41,349       24,766  

Prepaid expenses and other current assets

    2,345       3,009  

Total current assets

    51,900       45,996  

Property and equipment, net

    3,269       2,015  

Operating lease right-of-use assets

    813       630  

Goodwill

    856       856  

Intangible assets, net

    742       841  

Deferred income taxes

    1,898       4,259  

Other assets

    2,187       1,834  

Total assets

  $ 61,665     $ 56,431  
Liabilities and equity                
Current liabilities:                

Accounts payable

  $ 13,363     $ 8,767  

Accrued expenses and other current liabilities

    4,324       3,533  

Customer incentives and deposits

    1,154       892  

Lines of credit and short-term loans

    23,783       16,082  

Current portion of long-term debt

    500       500  

Current portion of operating lease liabilities

    291       276  

Total current liabilities

    43,415       30,050  

Operating lease liabilities, net of current portion

    529       353  

Long-term debt

    1,132       1,722  
Total liabilities     45,076       32,125  
Commitments and contingencies Stockholders' equity:                

Total stockholders’ equity

    16,589       24,306  

Total liabilities and stockholders’ equity

  $ 61,665     $ 56,431  

 

 

 

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

  $ (8,303 )   $ 3,468  
Adjustments to reconcile net (loss) income to net cash used in operating activities                

Depreciation and amortization

    1,205       1,380  

Amortization of operating lease right-of-use assets

    253       415  

Provision for expected credit losses

    -       133  

Deferred income tax expense

    1,947       4,577  

Gain on sale of businesses

    -       (4,786 )
Share-based compensation expense Changes in operating assets and liabilities:     138       107  

Accounts receivable

    (16,368 )     (2,276 )

Prepaid expenses and other current assets

    311       408  

Accounts payable

    4,590       4,333  

Operating lease liabilities

    (348 )     (415 )

Accrued expenses, other current liabilities, due to affiliates and customer incentives and deposits

    613       (7,648 )

Net cash used in operating activities of continuing operations

    (15,962 )     (304 )

Net cash used in operating activities of discontinued operations

    -       (426 )

Net cash used in operating activities

    (15,962 )     (730 )
                 
Cash flows from investing activities                

Purchases of property and equipment and capitalized software

    (1,534 )     (898 )

Proceeds from the sale of joint ventures, net of cash transferred

    -       6,675  

Net cash (used in) provided by investing activities of continuing operations

    (1,534 )     5,777  

Net cash provided by investing activities of discontinued operations

    -       3,751  

Net cash (used in) provided by investing activities

    (1,534 )     9,528  
                 
Cash flows from financing activities                

Borrowings under line of credit

    111,018       103,184  

Repayments under line of credit

    (103,354 )     (97,782 )

Proceeds from the sale of treasury shares

    440       -  

Proceeds from term debt

    -       16  

Repurchase of common stock

    -       (1,800 )

Payments of notes to seller

    (636 )     (1,843 )

Payments to acquire noncontrolling interests

    -       (250 )

Net cash provided by financing activities of continuing operations

    7,468       1,525  

Net cash used in financing activities of discontinued operations

    -       (1,315 )

Net cash provided by financing activities

    7,468       210  

Effect of foreign exchange rate changes on cash and cash equivalents

    13       (75 )

Net change in cash and cash equivalents

    (10,015 )     8,933  

Cash and cash equivalents at beginning of period

    18,221       10,719  

Cash and cash equivalents at end of period

  $ 8,206     $ 19,652  

 

Reconciliation of GAAP to Non-GAAP Financial Measures

 

Non-GAAP net income attributable to SPAR Group and related per share amounts represents net income attributable to SPAR Group adjusted for the removal of a one-time positive adjustment. Adjusted EBITDA represents net income before, as applicable from time to time, (i) depreciation and amortization of long-lived assets, (ii) interest expense (iii) income tax expense, (iv) Board of Directors incremental compensation expense, (v) restructuring, (vi) impairment, (vii) nonrecurring legal settlement costs and associated legal expenses unrelated to the Company's core operations, (viii) and special items as determined by management. These metrics are supplemental measures of our operating performance that are neither required by, nor presented in accordance with, GAAP. These measures have limitations as analytical tools and should not be considered in isolation or as an alternative to performance measure derived in accordance with GAAP as an indicator of our operating performance. We present Adjusted net income attributable to SPAR Group and per share amounts, and Adjusted EBITDA because management uses these measures as key performance indicators, and we believe that securities analysts, investors and others use these measures to evaluate companies in our industry. Our calculation of these measures may not be comparable to similarly named measures reported by other companies. The following tables present a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to these measures for the periods presented:

 

 

 

SPAR Group, Inc.

Net income (Loss) attributable to SPAR Group, Inc. to

Adjusted Net income (Loss) attributable to SPAR Group, Inc. Reconciliation

Diluted earnings per share attributable to SPAR Group, Inc. to

Adjusted Diluted earnings per share attributable to SPAR Group, Inc. Reconciliation

(In thousands)

 

    Three Months Ended
September 30
   

Nine Months Ended

September 30

 
   

2025

   

2024

   

2025

   

2024

 

Net Income (loss) attributable to SPAR Group Inc.

  $ (8,764 )   $ (182 )   $ (8,303 )   $ 2,554  

Adjustments to Consolidated EBITDA (net of taxes)*

    4,428       1,393       4,648       (2,225 )

Deferred tax valuation allowance

    1,900       -       1,900       -  

Adjusted Net income (loss) attributable to SPAR Group, Inc.

  $ (2,436 )   $ 1,211     $ (1,755 )   $ 329  

Diluted income per common share attributable to SPAR Group, Inc.

  $ (0.37 )   $ (0.01 )   $ (0.35 )   $ 0.11  

Adjustments to Consolidated EBITDA per share (net of taxes)

    0.27       0.06       0.28       (0.10 )

Adjusted Diluted income per common share attributable to SPAR Group, Inc.

  $ (0.10 )   $ 0.05     $ (0.07 )   $ 0.01  

 

* 2025 Q3 Adjustments to Consolidated EBITDA include $4,018K related to restructuring & severance, exceptional BOD payments of $544K, share based compensation of $84K, and $959K of other one-time expenses. 2024 Q3 Adjustments to Consolidated EBITDA includes a $960K loss on sale of businesses and $(149)K for stock based compensation, and $952K of other one time expenses. All of these are tax effected at 21% to compute the after tax value presented here.

 

 

 

SPAR Group, Inc.

Net Income (Loss) to Consolidated Adjusted EBITDA to

Adjusted EBITDA attributable to SPAR Group, Inc. Reconciliation

(In thousands)

 

    Three Months Ended
September 30
    Nine Months Ended
September 30
 
   

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  

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

    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  

 

 

Source: SPAR Group, Inc.

 

 

https://cdn.kscope.io/fb0e54624a6d29fe5a7c366a5940dcd0-logo.jpg

 

Source: SPAR Group, Inc.