sgrp20241231

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to

Commission file number 0-27408

SPAR GROUP, INC.
(Exact name of Registrant as specified in its charter)

Delaware	33-0684451
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1910 Opdyke Court, Auburn Hills, Michigan	48326
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (248) 364-7727

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, par value $.01 per share	SGRP	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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. Yes ☒ No ☐

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) Yes ☒ No ☐

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 ☐

Non-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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒

The aggregate market value of the Common Stock of the Registrant held by non-affiliates of the Registrant on December 31, 2024, based on the closing price of the Common Stock of $1.94 per share as reported by the Nasdaq Capital Market on such date, was approximately $25,013,045.

The number of shares of the Registrant's Common Stock outstanding as of March 15, 2025, was 23,449,701 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Definitive Proxy Statement on Schedule 14A for the registrant's 2025 Annual Meeting of Stockholders, are incorporated by reference into Part III of this Form 10-K, and various Exhibits are incorporated by reference into Part IV of this Form 10-K.

EXPLANATORY NOTE

In connection with our year-end financial statement close and preparation of this Annual Report on Form 10-K for the year ended December 31, 2024, misstatements were identified in certain of our previous interim financial statements. The determination to restate was made upon the recommendation of the audit committee (the “Audit Committee”) of our Board of Directors after consultation with our independent auditors and management team.

SPAR Group, Inc. (the “Company”) is filing this Annual Report on Form 10-K for the year ended December 31, 2024, and restating the Company’s interim financial statements (collectively, the “Prior Period Financial Statements”) as of June 30, 2024, September 30, 2024, and for the three and six months ended June 30, 2024 and the three and nine months ended September 30, 2024 (collectively, the “Non-Reliance Periods”).

Background of Restatement

On May 14, 2025, the management and the Audit Committee of the Company, in consultation with BDO USA, P.C. (“BDO”), the Company’s independent registered public accounting firm, determined that the Company’s Prior Period Financial Statements for the Non-Reliance Periods, should no longer be relied upon. As previously disclosed, on June 3, 2024, SPAR Group completed the sale of its 51% ownership stake in its Brazilian joint venture. The total consideration was $10.7 million, consisting of $9.7 million in cash received by SPAR and $1.0 million withheld for Brazilian tax purposes. SPAR’s carrying value for its investment in the Brazilian joint venture was approximately $4.8 million before the sale. Based on these figures, the transaction generated an economic benefit of approximately $5.9 million (i.e. the excess of the $10.7 million proceeds over the $4.8 million carrying value). To facilitate this purchase, the buyer largely financed the payment at the joint venture level, rather than using entirely new funds. The funding was achieved through two components:

●

a new $7.5 million loan incurred by the Brazilian joint venture in March 2024, and

●

an amount of $3.5 million paid by the minority (49%) joint venture partner.

When doing its year-end financial statement close and preparation for this Annual Report, the Company concluded that under GAAP the payment originating from the joint venture qualified as a capital distribution (instead of consideration for sale) and that the appropriate treatment would be to reclassify approximately $7.5 million into the income statement as part of the gain/loss calculation. Management and the Audit Committee have determined that these errors in the unaudited condensed consolidated financial statements for the Non-Reliance Periods required a restatement of the Prior Period Financial Statements (the “Restatement”). Previously filed quarterly reports on Form 10-Q for the Prior Period Financial Statements have not been amended. Accordingly, investors should no longer rely upon the Company’s previously released financial statements for these periods and any earnings releases or other communications relating to these periods, and, for these periods, investors should rely solely on the financial statements and other financial data for the relevant periods included in this Annual Report on Form 10-K. See Note 16, “Restatement (Unaudited),” for the impact of these adjustments on each of the second and third quarters of fiscal 2024.

Compensation Recovery Policy

The Company established a policy regarding the recoupment of certain performance-based compensation payments (“Compensation Recovery Policy”), which became effective as of October 2, 2023. As indicated above, the Company concluded that the Prior Period Financial Statements for the Non-Reliance Periods required the Restatement. The Compensation Committee of the Company determined that no performance-based compensation (or the vesting of such compensation) within the prior three years was based upon the achievement of financial results, as reported in a Form 10-Q, Form 10-K or other report filed with the Securities and Exchange Commission, and therefore had no obligation, pursuant to the Company’s Compensation Recovery Policy, to recover erroneously paid or awarded compensation.

Internal Control Considerations

In connection with the restatement, management has assessed the effectiveness of our internal controls over financial reporting as of December 31, 2024. Based on this assessment, management identified material weaknesses in our internal control over financial reporting as of December 31, 2024. As a result, the Company’s disclosure controls and procedures were not effective as of December 31, 2024. Management is taking steps to remediate the material weaknesses in our internal control over financial reporting, as described in Part II, Item 9A, “Controls and Procedures.”

SPAR GROUP, INC.

ANNUAL REPORT ON FORM 10-K

INDEX

PART I

		Page

Item 1	Business	5
Item 1A	Risk Factors	8
Item 1B	Unresolved Staff Comments	13
Item 1C	Cybersecurity	13
Item 2	Properties	14
Item 3	Legal Proceedings	14
Item 4	Mine Safety Disclosures	14

PART II

Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6	[Reserved]	15
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	22
Item 8	Financial Statements and Supplementary Data	22
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9A	Controls and Procedures	22
Item 9B	Other Information	23
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	23

PART III

Item 10	Directors, Executive Officers and Corporate Governance	24
Item 11	Executive Compensation	24
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13	Certain Relationships and Related Transactions, and Director Independence	24
Item 14	Principal Accountant Fees and Services	24

PART IV

Item 15	Exhibits and Financial Statement Schedules	25
Item 16	Form 10-K Summary	30
	Signatures	31

NOTE ON Forward-Looking Statements

This Annual Report on Form 10-K for the year ended December 31, 2024 (this "Annual 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", the "Company" "SPAR", "We", or "Our"). There also are "forward-looking statements" contained in SGRP's definitive Proxy Statement respecting its 2025 Annual Meeting of Stockholders (the "Proxy Statement"), which SGRP expects to file on or about May 23, 2025, with the Securities and Exchange Commission (the "SEC"), and 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 Annual Report, the Proxy Statement and such Current Reports, each a "SEC Report").

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 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 news of the proposed acquisition of the Corporation by Highwire Capital in an all cash transaction (the “Proposed Acquisition”) or developments in it; the uncertainty of the closing of the Proposed Acquisition within the anticipated time period, or at all, due to any reason, including any failure to satisfy the conditions to the consummation of the Proposed Acquisition or to complete any necessary financing arrangements; the risk that the Proposed Acquisition disrupts our current plans and operations or diverts management's attention from its ongoing business; the nature, cost and outcome of any legal proceedings related to the Proposed Acquisition; uncertainty of satisfaction of closing conditions respecting the Proposed Acquisition; the impact of the Corporation’s continued strategic review process, or any resulting action or inaction, should the Proposed Acquisition not occur; the impact of selling certain of the Corporation’s subsidiaries or any resulting impact on revenues, earnings or cash; the impact of adding new directors or new finance team members; the potential and continuing negative effects of the COVID pandemic on the business of the Corporation and its subsidiaries; the Corporation’s potential non-compliance with applicable Nasdaq annual stockholder meeting, 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 Corporation’s corporate objectives. The Company's forward-looking statements also include (without limitation) those made in this 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 Annual 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 subsidiaries, 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 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.

PART I

Item 1. Business

Our Company

SPAR Group, Inc., a Delaware corporation ("SGRP" or the "Corporation"), and its subsidiaries (together with SGRP, "SPAR Group" or the "Company"), 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. Our goal is to be the most creative, energizing and effective retail services company that drives sales, margins and operating efficiency for our clients. 

As of December 31, 2024, we operated in the United States and Canada, having exited Mexico, Brazil, South Africa, China, Japan and India during 2024. Now focused on the United States and Canada, we successfully execute programs through our robust logistics, reporting and communication technology, which provides clients value through real-time insight on store / product conditions.

With more than 50 years of experience, a focus on excellence and industry leadership, we continue to grow our long-term relationships with some of the world's leading businesses. Our unique combination of resource scale, deep expertise, advanced technology and unwavering commitment to excellence, separates us from the competition. 

Our focus is services. Our team works closely with clients to determine their key objectives to execute, focusing on enhancing their sales and profit. At retail, our merchandising brand marketing specialists perform a wide range of programs to maximize product sell-through to consumers. Some of these programs include launching new products, installing displays, assembling product fixtures, and ensuring shelves are fully stocked and reordering when they are not. We also assist with sales and customer service. As retailers adapt to changes and new opportunities, our team engages in the total renovations and transformation of stores, as well as preparing new locations for grand openings. Our distribution associates work in retail and consumer goods distribution centers to prepare the centers to open, testing systems, putting away, picking product and providing peak staffing services for our clients.

We provide the "last two feet" of retail and consumer goods product merchandising and marketing. Our clients make great products. We ensure these products are presented in a compelling and exciting way exactly when and where they need to be to drive sales and margin. Our technology adds to these services by providing clients with detailed insight across all aspects of individual stores.

Our Industry

The merchandising and marketing outsourced services industry plays an important role in the growth and performance of some of the world’s most successful product and retail companies. Merchandising services include placing orders, retail shelf maintenance, display setup, reconfiguring products on store shelves and replenishing product inventory. Additional marketing services include, but are not limited to, new store sets and remodels, audits, sales assistance, installation and assembly, product demos/sampling, promotion and more. The Company believes that merchandising and marketing services add value to retailers, manufacturers and other businesses by making a product more visible and more available to consumers.

Historically, retailers staffed their stores to ensure the store was well merchandised and product was properly featured and placed. However, in an effort to control costs and improve margins, most retailers have reduced store payroll and increased their reliance on distributors to set up their own products and merchandise the shelves on behalf of the retailer. To begin, distributors utilized their own sales representatives to do this work. Over time, this resulted in competing representatives working in the same stores. This often led to the best presentation of merchandise resulting from the last distributor representative physically in the store. As a result, retailers began looking for third parties who could manage the merchandising process and ensure that the store, in total, was ready for the consumer. The result was the growth of the merchandising and marketing services industry.

We believe this industry will continue to grow and is more important today than ever before. With the acceleration of digital and online retailing, the pressure on the physical store to remain relevant, efficient and compelling has never been higher. In addition, product manufacturers are constantly trying to grab the consumer’s attention and make sure they are everywhere the consumer wants to shop. These are exactly the issues merchandising and marketing services companies solve.

Merchandising and marketing services companies work to ensure the store is exceptionally merchandised and products thoughtfully featured while enabling the retailer to maintain margins and leverage payroll. As the industry evolves, these services will continue to be a significant part of retailer and manufacturer success.

With more than 50 years of history, the Company has established itself as a strategic partner to many of the world’s most exciting product manufacturers and retailers.

Our Growth Strategy

As the need for flexibility and efficiency in merchandising and marketing services continues to increase, brand owners, consumer goods companies, manufacturers, distributors, and retailers will continue to rely on third-party providers for these services. SPAR Group is uniquely able to meet these needs because of our global reach, more than 50-year track record, access to thousands of merchandisers, breadth of capability, unwavering focus on excellence and deep expertise. We combine great people, an understanding of what is needed and unique technologies, enabling us to offer enhanced services.

To capitalize on the growing demand, the Company’s business strategy is focused on three (3) priorities: 1) Grow the Core Business; 2) Introduce or Acquire New Services; and 3) Invest in Technology. The result of this strategic framework will be top-line growth, expanded margins, more value for clients and higher levels of free cash flow to allow us to invest in future growth.

Grow the Core Business

The Company is constantly pursuing new core business services while working to earn more business from current clients. We have a significant number of long-tenured clients that, in order to ensure we understand their businesses, SPAR Group invests resources in people, technology and time, and thus we are well-positioned to meet their needs in the future. This includes expanding the services we offer to existing clients. At the same time, we pursue and solicit requests for proposals ("RFPs"), we actively market our services, we participate in industry events and we continuously look for opportunities to grow our business. We believe our history, relationships, expertise, technology and scale are all competitive advantages for us.

Introduce or Acquire New Services

The Company believes in testing new ideas and services and applying its considerable existing expertise in new ways to increase revenues and expand client relationships. The changing retail landscape and need for enhanced digital, e-commerce, and fulfillment capability along with the opportunities arising from the emergence of Artificial Intelligence ("AI"), deep learning, and computer vision shapes our thinking. Our objective is to identify and introduce new or complimentary capabilities that we believe the market and our clients need now and in the future. To accomplish this, we pursue business partnerships, look for acquisitions and joint ventures and explore ideas based on market trends and our own unique client experiences. Our market positioning provides us with an unparalleled window into changes and opportunities in the markets we serve. We carefully measure the results of these tests and look for new services that can have a material impact on our financial and operational performance.

Invest in Technology

We believe our current SPARView technology provides us with a competitive advantage in the marketplace. Our technology enables us to communicate, plan, track, analyze, and optimize our merchandising and marketing services work. However, we recognize that technology and our opportunity to successfully leverage technology continues to change. As a result, we are constantly adapting and innovating. We explore relationships within and across geographies and businesses with solution providers, while simultaneously making investments in our own solutions, with a focus to provide clients with better results, through our broader capability. This will facilitate our ability to offer higher value services over time. Our objective is to provide technology to field merchandisers, our client partners and our management to make smarter decisions that yield better customer and Company results.

Our Business Divisions

In 2023 and 2024, the Company operated through three divisions: Americas, Asia Pacific (APAC), and Europe, Middle East and Africa (EMEA). The Americas division encompassed the United States, Canada, Mexico, and Brazil. The APAC division included Japan, China, Australia, and India. The EMEA division consisted of South Africa. As part of the strategic review of our businesses, the Company has exited all its international joint ventures. The financial results for the full years of 2024 and 2023 incorporate the results of these operations for the time periods that those joint ventures were held.

The total business is led and operated from our global headquarters in Auburn Hills, Michigan. Our Canada business has a regional leadership office in Vaughan, Ontario.

The following table provides details of the structure of our Domestic and International businesses as of December 31, 2024:

Primary Territory	Entity Name	SGRP Percentage Ownership		Principal Office Location
Americas
United States of America	SPAR Marketing Force, Inc.	100	%	Auburn Hills, Michigan
	SPAR Assembly and Installation, Inc.	100	%	Auburn Hills, Michigan
	Resource Plus of North Florida, Inc. ("RPI")	100	%	Auburn Hills, Michigan
Canada	SPAR Canada Inc,	100	%	Vaughan, Ontario, Canada

The Company tracks and reports certain financial information separately for the individual countries using the same metrics. The primary measurement utilized by management is operating profit, historically the key indicator of long-term growth and profitability. Certain financial information regarding each of the Company's divisions, which includes their respective net revenues and operating income for each of the years ended December 31, 2024 and 2023, and their respective assets as of December 31, 2024 and 2023, is provided in Note 12 to the Company's Consolidated Financial Statements – Segment Information, below.

Our Services

The Company currently provides six (6) principal types of services: Merchandising and Marketing, Category Management and Setup, Remodel and Retail Transformation, Assembly and Installation, Business Analytics and Insights, and Fulfilment and Distribution.

Merchandising and Marketing

Merchandising and Marketing services are pivotal in ensuring that retail environments are optimally organized, products are well-presented, and promotions are effectively implemented to drive sales and enhance customer engagement. This category encompasses a broad range of activities tailored to maintain and elevate the retail experience, including: (i) resets and cut-ins, which involve the strategic rearrangement or introduction of products within the retail space to keep the store layout fresh and aligned with current marketing strategies or consumer trends, (ii) price and inventory audits, which ensures that pricing is accurate and inventory levels are properly maintained, providing valuable insights for inventory management and pricing strategies, (iii) stock replenishment and rotation services, which are essential for keeping shelves well-stocked and products fresh, especially for perishable goods, thereby enhancing customer satisfaction and minimizing waste, (iv) out of stock management, which focuses on minimizing the occurrence of stockouts and efficiently addressing them when they happen, thus reducing lost sales opportunities and maintaining customer trust, (v) promotional event setup, which entails the planning and execution of in-store events or displays to highlight specific products or sales promotions, creating an engaging shopping experience, and (vi) display management, which includes the design, setup, and maintenance of product displays to attract customer attention and promote featured items effectively. Together, these Merchandising & Marketing services are crucial for retail success, ensuring products are visible, accessible, and appealing to customers.

Category Management and Setup

Category Management and Setup is a comprehensive suite of services aimed at optimizing retail space and product presentation for enhanced customer experience and sales performance. This service category includes a variety of tasks such as (i) category and product resets, which involve reorganizing and refreshing product arrangements and categories in-store to maintain relevance and appeal; (ii) planogram maintenance, which ensures that the layout of products on shelves aligns with a strategic plan to optimize retail space and product visibility; (iii) display and shelf services, which focuses on the maintenance and arrangement of shelves and displays to ensure products are presented attractively; (iv) POP (Point of Purchase) installation and management, which involves setting up and managing marketing materials at the point of purchase to capture customer attention and encourage sales; and (v) display setup, which includes the assembly and arrangement of product displays to highlight new products or promotions, creating an engaging shopping environment. Together, these services work to maintain a coherent and appealing retail environment that enhances product visibility and shopper engagement.

Remodel and Retail Transformation

Remodel & Retail Transformation encompasses a range of strategic services designed to update and revitalize retail environments, ensuring they meet contemporary shopping expectations and trends. This category includes (i) store remodels, where retail spaces undergo comprehensive renovations to enhance aesthetics, functionality, and shopper experience, (ii) store department resets which involve the reorganization and updating of specific sections within a store to improve navigation and product presentation, (iii) fixture and banner installations, which contribute to refreshing the store's visual appeal and marketing communication, (iv) pop-up store services which offer temporary retail setups that can test new markets, products, or concepts in an agile and cost-effective manner and (v) store closings, managed with a focus on efficiency and minimal disruption, ensuring that transitions are smooth for both the retailer and its customers. Through these services, Remodel & Retail Transformation aims to keep retail environments dynamic, engaging, and aligned with brand identity and consumer expectations.

Assembly and Installation

Assembly and Installation services play a crucial role in enhancing the retail and consumer experience by ensuring that products are properly assembled and set up, whether in-store, in the office, or within the consumer's home. This category covers a broad spectrum of tasks that facilitate the ready-to-use delivery of products, improving convenience and satisfaction for both retailers and end-users. Services include (i) the assembly of merchandise in stores, such as furniture and desks, enabling customers to visualize the final product and making the shopping experience more engaging and efficient; (ii) in-store services, which extend to the maintenance of these products, ensuring they remain in optimal condition for display and use; (iii) office setup/down-sizing services, which cater to businesses undergoing changes in their physical workspace, providing expert assembly and installation support for a seamless transition; (iv) National In-Home Furniture Assembly services, which offer consumers the convenience of having furniture professionally assembled in their homes, eliminating the hassle and time commitment typically associated with DIY assembly; and (v) the assembly and installation of fitness equipment, whether it's in a commercial gym setting or a home fitness space, ensures that equipment is set up safely and correctly, maximizing functionality and user safety. Overall, Assembly and Installation services address a vital need in the post-purchase experience, ensuring products are fully functional and ready for use, thereby enhancing customer satisfaction and loyalty.

Business Analytics and Insights

Business Analytics and Insights services provide a critical foundation for informed decision-making and strategic planning in retail and merchandising environments. This suite of services leverages data analysis and visualization tools to deliver actionable insights that drive efficiency, sales, and customer satisfaction, including: (i) product dashboards, which offer a comprehensive view of product performance, inventory levels, and sales trends, enabling quick adjustments to product strategy and stock management, (ii) stock out reporting, which identifies and analyzes instances where products are unavailable on the shelves, allowing for rapid response to restock items and prevent lost sales opportunities, (iii) visit reporting, which tracks and evaluates the effectiveness and outcomes of merchandising visits, providing insights into operational efficiency and areas for improvement, (iv) real-time service insights, which delivers immediate feedback on the execution of merchandising and marketing initiatives, enabling dynamic adjustments to enhance in-store experiences and promotional effectiveness, (v) share of shelf analytics, which assesses the visibility and presence of products on the retail shelf compared to competitors, crucial for strategic positioning and market share growth, and (vi) photo analysis, which uses visual data to evaluate the compliance and appeal of product displays, ensuring that merchandising standards are met and that displays are engaging to customers. Together, these Business Analytics & Insights services empower businesses with the knowledge to optimize operations, tailor marketing efforts, and ultimately drive better business outcomes through data-driven strategies.

Fulfillment and Distribution

Fulfillment & Distribution is a critical service offering that encompasses a range of services including (i) Distribution Center Staffing, which provides the necessary workforce for the effective operation of distribution centers, including handling and sorting,(ii) POP (Point of Purchase) Fulfillment Services focus on the storage, assembly, and delivery of marketing and promotional materials directly to retail locations, ensuring that displays are ready and available for immediate use, (iii) Kiosk Prep, which involves preparing and equipping kiosks with the necessary products and promotional materials, tailored for specific marketing or sales campaigns, (iv) returns processing, which manages the flow of returned goods, ensuring they are efficiently processed, restocked, or disposed of according to the retailer's policies, (v) picking and packing services, which are crucial for order fulfillment, involving the selection of the correct products from inventory and packing them for shipment to the customer or retail outlet, and (vi) inventory services which provide comprehensive management of stock levels, including tracking, auditing, and reporting, to ensure inventory accuracy and availability. Together, these Fulfillment & Distribution services play an essential role in optimizing our customers' supply chain, enhancing their customers' satisfaction, and maintaining seamless operations from warehouse to consumer.

Our Customers

The Company currently represents numerous manufacturers and retail clients in a wide range of retail segments and stores, and its customers (which it refers to as "clients") include the following markets:

Retail segments served include:

	●	Mass Merchandisers
	●	Grocery
	●	HBA
	●	Pharmacies

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Discount

●

Dollar

●

Convenience

●

Cash and Carry

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Home Improvement

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Consumer Electronics

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Automotive

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Office Supply

●

Independents

Manufacturer segments served include:

●

Personal Technology

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Consumer Electronics

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Beverage

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Household Products

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Consumables

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Financial Products

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Automotive Aftermarket

It is important to note that we also work across all channels: retail and online. Our services make it possible for clients to ensure the online orders can be filled from stores and that the pricing is competitive in individual markets.

We are proud to serve some of the world’s most exciting brands and leading retail businesses. In many cases, our clients cross over geographical boundaries and we provide services to support their business around the world.

The Company did not have any clients that represented 10% or more of the Company's net revenue for the years ended December 31, 2024 and 2023.

Trademarks and Technology Licensing

The Company has numerous registered trademarks. Certain of the Company's "SPAR" trademarks (the "Licensed Marks") are licensed: (i) for use by affiliated companies in the United States, royalty free, and in perpetuity pursuant to license agreements that commenced in 1999; (ii) for use by its wholly-owned subsidiaries worldwide royalty free and in perpetuity pursuant to informal license arrangements; (iii) for use by joint venture subsidiaries in their respective jurisdictions pursuant to license agreements for limited terms (executed contemporaneously with their respective joint venture agreements); and (iv) for use by the Independent Field Vendor providing field specialists to the Company domestically in the United States for limited terms and modest royalties pursuant to license agreements with (each as defined below). Portions of the Company's proprietary scheduling, tracking, coordination, reporting and expense software (the "Co-Owned Software") currently included in the Company's technology are co-owned by the Company, SPAR Business Services, Inc. ("SBS") and SPAR InfoTech, Inc. ("Infotech"), pursuant to a 1999 agreement. The Company's global technology systems (including the Co-Owned Software) were maintained and further developed and improved by the Company at its own expense at a cost of $1.0 million in 2024 and $1.0 million in 2023, respectively. Except for SBS and Infotech if they choose to use the Co-Owned Software on their own equipment (they do not need such software licenses because of their co-ownership), each subsidiary and field vendor trademark license and arrangement also licenses the Company's global technology systems (including portions of the Co-Owned Software) pursuant to their trademark license and arrangement.

Our Labor Force

As of December 31, 2024, the Company's labor force totaled approximately 3,425 including the services of field specialists and field administrators furnished by independent third parties. The Company employed in Americas a labor force of 249 full-time employees and 730 part-time employees engaged in operations. In the Company's Americas Division, the Company's merchandising, audit, assembly and other services for its clients are performed by field specialists, and the services of a significant portion of them (approximately 2,446) were supplied to the Company by an independent vendor (the "Independent Field Vendor").

The Company continues to evaluate its business model of using third-party independent contractors as field specialists (whether or not provided by others) in light of changing client requirements and legal and regulatory environments. 

The Company considers its relations with its own employees and independent vendors to be generally good.

Our Competition

The marketing services industry is highly competitive. The Company's competition in all markets arises from a number of large enterprises. The Company also competes with a large number of relatively small enterprises with specific client, channel or geographic coverage, as well as with the internal marketing and merchandising operations of its existing and prospective clients. The Company believes that the principal competitive factors within its industry favoring the Company include the breadth and quality of its client services, its competitive costs, the development and deployment of its technology, its ability to execute specific client priorities rapidly and consistently over a wide geographic area, and its ability to conceive of ideas and operate as a business partner delivering value above basic services. The Company believes that its current structure favorably addresses these factors and establishes it as a leader in many retailer and manufacturer verticals. The Company also believes it has the ability to execute major initiatives and develop and administer manufacturer and retailer programs throughout the USA and Canada.

Corporate Website

The Company's website can be found at: http://www.sparinc.com, and the Company's SEC filings are available on that website under the Investors section.

Item 1A. Risk Factors

Investing in SGRP's common stock ("SGRP Common Stock") is subject to a number of Risks that could cause the Company's actual results to differ materially from those projected or otherwise expected in any forward-looking statements or other information (see Forward-Looking Statements immediately preceding Part I, above).

You should carefully review and consider the following Risks, but you should not place undue reliance on any of them. All forward-looking statements and other information attributable to the Company or persons acting on its behalf are expressly subject to and qualified by all such Risks.

Those Risks reflect our expectations, views and assumptions only as of the date of this Annual Report, and the Company does not intend, assume any obligation, or promise to publicly update or revise any such Risk or 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.

Our potential going private transaction poses various risks

As previously announced, on August 30, 2024, the Corporation entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Highwire Capital, LLC, a Texas limited liability company ("Highwire"), and Highwire Merger Co. I, Inc., a Delaware corporation and a wholly owned subsidiary of Highwire ("Merger Sub"), pursuant to which Highwire, in a cash merger and the closing of the transaction (the " Proposed Acquisition"), will acquire all of the stock of the Corporation for $2.50 per fully diluted share in cash, representing an aggregate purchase price of $58,000,000 (subject to certain adjustments).

The Proposed Acquisition involves various Risks, including (without limitation): the uncertainty of the closing of the Proposed Acquisition within the anticipated time period, or at all, due to any reason, including any failure to satisfy the conditions to the consummation of the Proposed Acquisition or to complete any necessary financing arrangements; the risk that the Proposed Acquisition disrupts our current plans and operations or diverts management's attention from its ongoing business; the impact of the news of the Proposed Acquisition or developments in it; the nature, cost and outcome of any legal proceedings related to the Proposed Acquisition; the impact of the Corporation's continued strategic review process, or any resulting action or inaction, should the Proposed Acquisition not occur.

While the Company and Highwire are working to complete the Proposed Acquisition, either party may terminate the Merger Agreement if the Merger is not completed by May 30, 2025.

The buyer may not be able to consummate the Proposed Acquisition pursuant to the Merger Agreement, and failure to complete the Proposed Acquisition could negatively impact our stock price and our business, financial condition and results of operations.

As previously announced, on August 30, 2024, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Highwire Capital, LLC, a Texas limited liability company ("Highwire") and Highwire Merger Co. I, Inc., a Delaware corporation and a wholly owned subsidiary of Highwire ("Merger Sub"), pursuant to which Highwire will acquire the Company in a cash merger, with Merger Sub merging with and into the Company (the “Proposed Acquisition”). While the Company and Highwire are working to complete the Proposed Acquisition, either party may terminate the Merger Agreement if the Merger is not completed by May 30, 2025.

If the Proposed Acquisition is not consummated, the price of SGRP Common Stock may decline and our business, financial condition and results of operations may be impacted. In addition, we have incurred substantial costs planning and negotiating the Merger Agreement. These costs include, but are not limited to, costs associated with employing and retaining third-party advisors who performed the financial, auditing, and legal services required before we were able to enter into the Merger Agreement and which will continue as we seek to complete the Merger. We will be responsible for these costs in the event the Merger is not successful, which could adversely affect our liquidity and financial results.

The markets we operate in are cyclical and subject to the effects of economic downturns.

The markets in which the Company operates are cyclical and subject to the effects of economic downturns. The current political, social and economic conditions, including the impact of terrorism on consumer and business behavior, make it difficult for the Company, its vendors and its clients to accurately forecast and plan future business activities. Substantially all of the Company's key clients are either retailers, manufacturers or those seeking to do product merchandising at retailers. Should the retail or manufacturing industries experience a significant economic downturn, the resultant reduction in product sales could decrease the Company's revenues. The Company also has risks associated with its clients changing their business plans and/or reducing their third-party services' budgets in response to economic conditions, which could also decrease the Company's revenues. Such revenue decreases could have a material adverse effect on the Company or its performance or condition.

We can be adversely affected if governments pass legislation that mandates an increase in wages, changes labor laws or otherwise drives market behavior that negatively impacts the business or operations of SPAR Group or our clients.

The Company relies on independent contractors as well as other third-party providers to perform work. There is risk that any government legislation that restricts travel, changes labor laws, impacts wages or otherwise incentivizes behavior that negatively impacts our business or our clients could impact our business. 

The Company continues to analyze various aspects of potential business impact driven by any legislation in all of the areas we operate. While we do not foresee any material impact in the short-term, the Company will continue to monitor and manage the business accordingly.

Our business depends on variable client projects that can shift from period to period, be delayed, be canceled or otherwise require us to assume higher costs to perform the work.

The Company has experienced and, in the future, may experience fluctuations in quarterly operating results and cash flow. Factors that may cause the Company's quarterly operating results and cash flow to vary from time to time and may result in reduced revenue and profits include: (i) the number of active client projects; (ii) seasonality of client products; (iii) client delays, changes and cancellations in projects; (iv) staffing requirements, indemnifications, risk allocations, primary insurance coverages, intellectual property claims and other contractual provisions and concessions demanded by clients that are unilateral, unreasonable and very time consuming to review and attempt to negotiate; (v) the timing requirements of client projects; (vi) the completion of major client projects; (vii) the timing of new engagements; (viii) the timing of personnel cost increases; (ix) service locations and conditions with higher than contemplated personnel costs (remote areas, weather and health closures, higher minimum wages, higher skill sets required, etc.); and (x) the loss of major clients. In addition, the Company is subject to revenue or profit uncertainties resulting from factors such as unprofitable client work and the failure of clients to pay. These revenue fluctuations could materially and adversely affect the Company or its performance or condition, whether actual or as planned, intended, anticipated, estimated or otherwise expected.

Our business could be adversely affected if retailers and manufacturers elect to perform merchandising and marketing services with their own resources or if they have less stores that need our services.

The business and growth of the Company depends in part on the continued outsourcing of merchandising and marketing services, which the Company believes has increased from the consolidation of retailers and manufacturers, as well as the desire to seek outsourcing specialists to reduce fixed operation expenses and concentrate internal staff on customer service and sales. There can be no assurance that this outsourcing will continue, as companies may elect to perform such services internally.

In addition, retailers with physical store locations are facing increasing consolidation and competition from eCommerce/virtual stores. The Company's business and growth depends in part on the continuing need for in-store merchandising of products and the continuing success of retailers with physical store locations. There can be no assurance that the in-store merchandising of products will increase or even continue at current levels or that retailers with physical store locations will continue to compete successfully in those stores, and some retailers are shifting their sales focus to their virtual online stores.

A significant decrease in such need for in-store merchandising or success of such physical stores could significantly decrease the Company's revenues and such decreased revenues could have a material adverse effect on the Company or its performance or condition, whether actual or as planned, intended, anticipated, estimated or otherwise expected.

We do work with furniture and other related assembly services at stores, in homes and in offices.

The Company's technicians assemble furniture and other products in the stores, homes and offices of customers. Working at a customer's store, home or office could give rise to claims against the Company for errors, omissions or misconduct by those technicians, including (without limitation) objectional behavior, harassment, personal injury, death, damage to or theft of customer property, or other civil or criminal misconduct by such technicians. Claims also could be made against the Company as a result of its involvement in such assembly services due to (among other things) product assembly errors and omissions, product defects, deficiencies, breakdowns or collapse, products that are not merchantable or fit for their particular purpose, products that do not conform to published specifications or satisfy customer expectations, or products that cause personal injury, death or property damage, in each case whether actual, alleged or perceived by customers, and irrespective of how much time may have passed since such assembly. If such claims are asserted and adversely determined against the Company, then to the extent such claims are not covered by indemnification from the product's seller or manufacturer or by insurance, they could have a material adverse effect on the Company or its performance or condition.

We depend upon third-party independent contractors and the services they provide.

The success of the Company's business in the USA is dependent upon the successful execution and administration of its domestic field services through the services of field specialists, and a significant portion of them are provided to the Company and are engaged by the Independent Field Vendor and located, scheduled, deployed and administered domestically through the services of field administrators. The inability to identify, engage and successfully administer its domestic field services through qualified field specialists and field administrators could have a material adverse effect on the Company or its performance or condition.

A significant portion of the services of the field specialists provided to the Company are supplied by the Independent Field Vendor. It is possible that the appropriateness of the treatment of those field specialists as independent contractors by the Independent Field Vendor will be periodically subject to legal review or challenge by various states and others. The Company, in its discretion, may review and decide each request by its Independent Field Vendor for reimbursement of its legal defense expenses on a case-by-case basis, including the relative costs and benefits to the Company of doing so, but the Company has no obligation to do so.

To the Company's knowledge, its Independent Field Vendor is not involved in any material proceeding involving the misclassification of its independent contractors. However: (i) if the Company approves its reimbursement of any material legal defense costs of the Independent Field Vendor; (ii) if the Company somehow becomes liable for any legal expenses incurred by the Independent Field Vendor, any related party or any third party in defending any claim or satisfying any judgment against such parties; (iii) if the Company somehow becomes liable through any judicial determination for any judgment against the Independent Field Vendor, or any related party or other vendor or service provider (in whole or in part); or (iv) if any such proceeding or matter causes: (A) any decrease in the Independent Field Vendor's performance (quality or otherwise); (B) any inability by the Independent Field Vendor to execute the services for the Company or to continue with its present business model; or (C) any increase in the Company's use of employees (rather than independent contractors) as its domestic field specialists; then any of the foregoing, in whole or in part, could have a material adverse effect on the Company or its performance or condition.

There can be no assurance that plaintiffs or someone else will not claim that the Company is liable (under applicable law, through reimbursement or indemnification, or otherwise) for any judgment or similar amount imposed against any provider of field specialists or field administrators to the Company, which the Company would defend vigorously if pursued. There can be no assurance that the Company would be able to successfully defend any such claim. Any imposition of liability on the Company for any such judgment or amount could have a material adverse effect on the Company or its performance or condition.

Additionally, the Company believes that its business model of executing a significant portion of its services domestically (other than in California and in performing its non-merchandising services elsewhere, where the Company is using its own employees) through independent contractors provided by others is equally effective but inherently less costly than doing so with employees, both under applicable tax and employment laws and otherwise. However, the Company continues to reevaluate its business model of using third party independent contractors as field specialists in performing merchandising services outside of California in light of changing client requirements and legal and regulatory environments.

We rely on our systems and third-party vendors.

The Company relies on its proprietary systems for (among other things) the scheduling, tracking, coordination and reporting of its merchandising and marketing services. In addition to proprietary software and applications of the Company, the systems use and rely upon software (including operating system, office, exchange, data base and server programs) licensed and hardware purchased or leased from third parties and telecommunication services provided by third parties, which third-party software, hardware and telecommunication services may not continue to be available at all or (if available) with the necessary access, uptime, speeds or bandwidth, at reasonable prices or on commercially reasonable terms. Any defect, error or other performance failure in such third-party software, hardware or service also could result in a defect, error or performance failure in our client services. Systems can experience excess traffic and related inefficiencies, from increased demand or otherwise, as well as increased cyberattacks by hackers and other saboteurs. To the extent that systems experience increased demands on current capacity and for additional capacity from (among other things) an increase in the numbers of users, frequency or duration of use, bandwidth requirements of software, applications and users (including the increasing demand from the Company's clients for data-intensive as-serviced pictures from the field specialists), or cyberattacks, there can be no assurance that the Company's technological systems and third-party software, hardware and telecommunication providers will continue to be able to support the demands placed on them by such increased demand or negative events.

The Company relies on third-party vendors to provide its telecommunication network access and other services used in its business, and the Company has no control over such third-party providers. Additionally, a cybersecurity breach that results in unauthorized access to sensitive consumer or corporate information contained in these systems may adversely affect the Company's reputation and lead to claims against it. Such claims could include identity theft or other similar fraud-related claims and claims related to violations of applicable data privacy laws. Any system failure, accident or security breach could result in disruptions to the Company's operations. To the extent that any disruption or security breach results in a loss or damage to the Company's data, or results in inappropriate disclosure of confidential information, it could cause significant damage to the Company's reputation, affect its relationships with its customers, lead to claims against it and ultimately harm its business. In addition, the Company may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

Any such software, hardware or service unavailability or unreasonable pricing or terms, defect, error or other performance failure in such third-party software, hardware or service, increased capacity demands, disruption in services, security breach or protective measures could increase the Company's costs of operation and reduce its efficiency and performance, which could have a material adverse effect on the Company or its performance or condition, whether actual or as planned, intended, anticipated, estimated or otherwise expected.

Our stock is subject to volatility and general market risk.

The market price of SGRP Common Stock has historically experienced and may continue to experience significant volatility. During the year ended December 31, 2024, the sale price of SGRP Common Stock fluctuated from $0.95 to $3.12 per share. The Company believes that its Common Stock is subject to wide price fluctuations due to (among other things) the following:

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The relatively small public float and corresponding thin trading market for SGRP Common Stock, attributable to (among other things) the large block of voting shares beneficially owned by the Company's Majority Stockholders (as defined below) and generally low trading volumes, and that thin trading market may cause small trades to have significant impacts on SGRP Common Stock price.

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The substantial beneficial ownership of the Company's voting stock and potential control by Mr. Robert G. Brown and Mr. William H. Bartels and related parties (the "Majority Stockholders"). Our significant stockholders may take actions, subject to the restrictions of the Change of Control, Voting and Restricted Stock Agreement ("CIC Agreement”) and our By-Laws, Item 3 -- Legal Proceedings, below, Note 6 to the Company's Consolidated Financial Statements - Commitments and Contingencies, and Note 10 to the Company's Consolidated Financial Statements - Related Party Transactions, below.

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Any announcement, estimate or disclosure by the Company, or any projection or other claim or pronouncement by any of the Company's competitors or any financial analyst, commentator, blogger or other person, respecting: (i) any new service created or improved, significant contract, business acquisition or relationship, or other publicized development by the Company or any of its competitors; or (ii) any change, fluctuation or other development in the Company's actual, 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 or in those of any of the Company's competitors, in each case irrespective of accuracy or validity and whether or not adverse or material.

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The general volatility of stock markets, consumer and investor confidence, and the general state of the economy (which often affect the prices of stock issued by the Corporation and many others without regard to financial results or condition).

If the Corporation issues (other than at fair market value for cash) or the Majority Stockholders sell a large number of shares of SGRP Common Stock, or if the market perceives such an issuance or sale is likely or imminent, the market price of SGRP Common Stock could decline.

The Corporation had in place a 2022 Stock Repurchase Program (as defined and described in Item 5 - Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, below), which ended on May 24, 2023 and a 2024 Stock Repurchase Program, under which 1,000,000 shares were repurchased on May 3, 2024. Repurchases by the Corporation could adversely affect the market liquidity of the SGRP Common Stock.

In addition, the volatility in the market price of SGRP Common Stock could lead to class action securities litigation that could in turn impose substantial costs on the Company, divert management's attention and resources from the day-to-day operations of the Company's business and harm the Corporation's stock price, the Company or its performance or condition.

As a small company with stock price volatility, our stock may be de-listed from NASDAQ.

There can be no assurance that the Corporation will be able to comply in the future with Nasdaq's Board Independence Rule, Audit Committee Composition Rule, Bid Price Rule or other Nasdaq continued listing requirements. See Our significant stockholders may take actions, subject to the restrictions of the Change of Control, Voting and Restricted Stock Agreement ("CIC Agreement") and our By-Laws, below. If the Corporation fails to satisfy the applicable continued listing requirement again in the future, Nasdaq may commence delisting procedures against the Corporation (during which the Corporation may have additional time of up to six (6) months to appeal and correct its non-compliance). If the SGRP Common Stock shares were ultimately delisted by Nasdaq, trading of the SGRP Common Stock could be limited to "over-the-counter" trades and the market liquidity of the SGRP Common Stock could be adversely affected, which could result in a decrease in the market price of the SGRP Common Stock due to (among other things) the potential for increased spreads between bids and asks, lower trading volumes and reporting delays in over-the-counter trades and the negative implications and perceptions that could arise from such a delisting

In addition to the foregoing, if the SGRP Common Stock is delisted from Nasdaq and is traded on the over-the-counter market, the "penny stock" rules, if applicable, could adversely affect the market price of the SGRP Common Stock and increase the transaction costs to sell those shares. The SEC has adopted specific rules regulating "penny stock", including additional risk disclosure requirements by broker dealers. If applicable in the future, the penny stock rules may also restrict the ability of broker-dealers to sell the SGRP Common Stock and may adversely affect the ability of investors to sell their shares.

We have inherent risk of failure to maintain effective internal controls.

Establishing and maintaining effective internal control over financial reporting and disclosures are necessary for the Company to provide reliable financial and other reporting in accordance with accounting principles generally accepted and applicable securities and other laws in the United States and all other countries in which we operate. Because of its inherent limitations, internal controls over financial and other reporting are not intended to provide absolute assurance that the Company could prevent or detect a misstatement of its financial statements or other reports or any misconduct or fraud. Any failure to maintain an effective system of internal control over financial and disclosure reporting could limit the Company's ability to report its financial results and file its other reports accurately and timely or to detect and prevent misconduct or fraud. A significant financial or disclosure reporting failure or material weakness in internal control over financial or other reporting could cause a loss of investor confidence and a decline in the market price of the SGRP Common Stock. The Company's management is responsible for establishing and maintaining adequate internal controls over its financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act. As disclosed in Item 9A of Part II of this report, the Company identified material weaknesses in its internal controls as of December 31, 2024. This material weaknesses resulted in errors in revenue, expense, accrual accounts and prepaid accounts reconciliation at year end as well as a material error in the calculation over the sale of international components and the deconsolidation of one subsidiary.

Due to the material weaknesses in the Company's internal control over financial reporting, the Company also concluded that its disclosure controls and procedures were not effective as of December 31, 2024. Our inability to remediate the material weaknesses, our discovery of additional weaknesses, and our ability to achieve and maintain effective disclosure controls and procedures and internal control over financial reporting could affect our ability to ensure timely and reliable financial reports, and weaken investor confidence in our financial reporting. The Company is actively engaged in developing a remediation plan designed to address the material weaknesses, but cannot be certain as to when its remediation plans will be fully completed. If the remedial measures are insufficient to address the material weakness or if additional material weaknesses or significant deficiencies in the internal controls are discovered or occur in the future, the consolidated financial statements may contain material misstatements and the Company could be required to restate its financial results, which could materially and adversely affect the Company's business and results of operations or financial condition, restrict its ability to access the capital markets, require the Company to expend significant resources to correct the weaknesses or deficiencies, subject it to fines, lawsuits, penalties, judgements or other legal expenses, harm its reputation, create delays or the inability to meet future SEC reporting obligations or otherwise cause a decline in investor confidence.

Our business is dependent on client payments, business performance and broad economic shifts, and we may be at risk of liquidity constraints and not satisfying all of our credit facility covenants.

Our business and cash flow can be adversely affected by adverse changes in our client payments, our business performance and broad economic shifts. There can be no assurances that in the future the Company will not violate covenants of its current or future credit facilities; and if it does violate them, that the Company's lenders will waive any violations of such covenants affecting the Company's ability to maintain adequate lines of credit or sufficient availability under its lines of credit. Accordingly, minimal profitability by the Company, additional one-time charges and changes in the composition and quality of its borrowing base, as well as any failure to maintain sufficient availability or lines of credit from the Company's lenders (which may involve their subjective judgment), could have a material adverse effect on the Company or its performance or condition, whether actual or as planned, intended, anticipated, estimated or otherwise expected.

Our business and stock liquidity and market value could be adversely affected if we settle outstanding litigation by making payments or issuing stock.

The timing, size and success of litigation settlement efforts and any associated capital commitments cannot be readily predicted. Future litigation settlements may be financed by issuing shares of the SGRP Common Stock (directly or through convertible securities), cash or a combination thereof. If the SGRP Common Stock does not maintain a sufficient market value, or if potential litigants are otherwise unwilling to accept the SGRP Common Stock as part of the consideration for the settlement of their litigation, the Company may be required to obtain additional capital through debt or equity financings. To the extent the SGRP Common Stock is used for all or a portion of the consideration to be paid for legal settlements, dilution may be experienced by existing stockholders. In addition, there can be no assurance that the Company will be able to obtain the additional financing it may need for litigation settlements on terms that the Company deems acceptable. Failure to obtain such capital would materially and adversely affect the Company or its performance or condition. There also can be no assurance that the other parties in any settlement will abide by the terms or any settlement or any related releases. See Item 3 -- Legal Proceedings, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations; Overview, and Note 10 to the Company's Consolidated Financial Statements - Related Party Transactions, below.

Our business performance is connected to the experience and retention of key executives.

The business strategy, client relationships and operating knowledge are critical to the Company’s long-term success. We believe we have attracted and developed the most experienced and proven executive leadership team in the industry. However, we work in a competitive industry where talent is visible and other companies may approach and attract our key executives. We continuously review the terms and incentives for our executives to retain them and competitively compensate them to deliver industry leading results on behalf of all shareholders.

Our significant stockholders may take actions, subject to the restrictions of the Change of Control, Voting and Restricted Stock Agreement ("CIC Agreement") and our By-Laws.

The Company's co-founders, Mr. Robert G. Brown and Mr. William H. Bartels, are significant stockholders ("Significant Stockholders”) and Mr. Bartels is a Director of SGRP and together with certain related parties (collectively, the "Majority Stockholders") beneficially own approximately 46.6% of the SGRP Common Stock and could acquire more. That amount was calculated using their respective individual beneficial ownership, on December 31, 2024, which includes the amounts they represented in the CIC Agreement and subsequent Form 4 filings, the total outstanding ownership (23,449,701 shares) of the SGRP Common Stock on a non-diluted basis as of December 31, 2024. See Security Ownership of Certain Beneficial Owners and Management, in Part III below, Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, and Note 10 to the Company's Consolidated Financial Statements- Related Party Transactions, below.

As significant stockholders, the Majority Stockholders can have an impact on the nomination and election of directors and the passage of other shareholder meeting proposals.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

SPAR Group Inc. recognizes the increased global cybersecurity threats and sophisticated, targeted computer crime and the risk it poses to our operations. We rely on information technology and data to operate our business and develop, market and deliver our products and services to our customers.

Our cybersecurity risk management program is led by our Chief Information Officer (“CIO”), who is directly responsible for establishing cybersecurity strategies and structures and managing ongoing cybersecurity risk management activities. Our CIO is part of the executive management team, and updates our CEO and executive management on a monthly, or even more frequent, basis on cybersecurity enhancement and the development and implementation of our roadmap.

We have strategically embedded cybersecurity risk management within an enterprise-wide framework, ensuring that it permeates across various facets of our operations. This integrated approach encompasses administrative protocols, operational strategies, organizational structures, physical safeguards, and technical measures, all tailored to align with the scope and nature of our business.

Cybersecurity Risk Management and Strategy

We believe this integrated approach allows cybersecurity considerations to be an integral part of our decision-making processes. Our day-to-day cybersecurity work is led by our CIO and Head of Infrastructure. Both are highly experienced professionals. This group works closely with our executive management to continuously evaluate and address cybersecurity risks in alignment with our business and operational needs.

Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a combination of third-party assessments, internal audit, IT security, governance, risk and compliance reviews. To defend, detect and respond to cybersecurity incidents, we, among other things:

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Proactively review threat intelligence and other information obtained from governmental, public or private sources

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Perform network vulnerability scans, cyber-hygiene assessments, and continually evaluate and address perceived gaps.

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Conduct companywide cyber awareness training and on-going new employee cyber training.

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Deploy a wide array of industry leading 3rd party solutions to continuously monitor network and endpoints.

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On-going testing and evaluation of backup processes.

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Perform disaster recovery tabletop exercises to assess readiness for possible events.

As noted, to operate our business, we utilize certain third-party service providers to perform a variety of functions and provide certain security-related services, such as outsourced business critical functions, professional services, SaaS platforms, managed services, cloud-based infrastructure, data center facilities, content delivery to customers, encryption and authentication technology, corporate productivity services, and other functions; as well as third parties that assist us to identify, assess and manage cybersecurity risks, including professional services firms, threat intelligence service providers, cybersecurity software providers, penetration testing firms and other vendors that help to identify, assess or manage cybersecurity risks.

In addition, we have implemented an incident response and breach management plan which has four overarching and interconnected stages:

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Detection of a security incident,

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Identification and containment,

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Response, eradication and recovery,

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Post-incident analysis and future preparations.

The plan also provides the process and workflow of communication for escalation of incidents to executive leadership to determine incident classification, impact severity, and if and what further actions are warranted. Incident responses are overseen by leaders from our Software, Infrastructure Engineering, and Executive team.

Cybersecurity Governance

Cybersecurity holds a significant role within our risk management procedures and remains a focal point for our Board and management. Under the Board's oversight of general risk identification and management activities, the Audit Committee monitors cybersecurity risks. Committee members engage in comprehensive discussions with management regarding these risks, as well as the measures taken to safeguard the company's information systems and security, along with reviewing management's steps towards data privacy protection. Additionally, the Audit Committee receives annual cybersecurity updates from senior management, covering both existing and emerging risks, management's responses and mitigation efforts, any cybersecurity or data privacy incidents, and the status of key information security initiatives. Furthermore, our Board members regularly hold informal discussions with management about cybersecurity news events and any updates to our cybersecurity risk management and strategy programs.

The leadership of our cybersecurity risk management and strategy is guided by experts from our Software, Infrastructure Engineering, and Executive teams. With backgrounds spanning: information technology, security, systems, programming, and corporate strategy, these individuals are equipped to oversee prevention, detection, mitigation, and remediation of cybersecurity incidents. They actively engage in managing our cybersecurity risk processes, including executing our incident response plan, and regularly report relevant matters to the executive management and the Audit Committee.

We carry insurance that provides protection against the potential losses arising from a cybersecurity incident. However, there is no assurance that our insurance coverage will cover, or be sufficient to cover, all losses or claims that may result from a cybersecurity incident.

Last year

During the last fiscal year, 2024, the Company did not encounter any material cybersecurity incidents, nor did it incur any notable expenses as a result.

Item 2. Properties

The Company does not own any real property. The Company leases certain office space and storage facilities for its corporate headquarters, and subsidiaries under various operating leases. These leases generally require the Company to pay rents at market rates, subject to periodic adjustments, plus other charges, including utilities, real estate taxes and common area maintenance. The Company believes its relationships with its landlords to be generally good. However, as these leased facilities generally are used for offices and storage, the Company believes that other leased spaces could be readily found and utilized on similar terms should the need arise.

The Company relocated its corporate headquarters from New York to its existing operations office in Auburn Hills, Michigan, in September of 2020. The Company also maintains its data processing center in Southfield, Michigan and its warehouse in Auburn Hills, Michigan, under an extended operating lease expiring October 31, 2025.

The following is a list of the headquarter locations for the Company and its domestic and international subsidiaries:

DOMESTIC:

Auburn Hills, Michigan (Corporate Headquarters)

Southfield, Michigan (Data Center)

Jacksonville, Florida (Resource Plus)

INTERNATIONAL:
Vaughan, Ontario, Canada

Item 3. 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.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company's Capital Stock Generally

SGRP's Certificate of Incorporation authorizes it to issue 47,000,000 shares of SGRP Common Stock ("SGRP Shares") with a par value of $0.01 per share, which all have the same voting, dividend and liquidation rights. SGRP Common Stock is traded on the Nasdaq Capital Market under the symbol "SGRP." On December 31, 2024, there were 23,449,701 shares of SGRP Common Stock outstanding in the aggregate (which does not include Treasury Shares), and there were 12,199,788 shares (or approximately 52%) of SGRP Common Stock beneficially owned by non-affiliates of the Company in the aggregate on a non-diluted basis (i.e., SGRP's public float). See Item IA - Risk Factors - Our significant stockholders may take actions, subject to the restrictions of the Change of Control, Voting and Restricted Stock Agreement ("CIC Agreement") and our By-Laws, Security Ownership of Certain Beneficial Owners and Management, in Part III below, and Note 10 to the Company's Consolidated Financial Statements- Related Party Transactions, below.

SGRP's Certificate of Incorporation also authorizes it to issue 3,000,000 shares of preferred stock with a par value of $0.01 per share (the "SGRP Preferred Stock"), which may have such preferences and priorities over the SGRP Common Stock and other rights, powers and privileges as SGRP's Board of Directors may establish in its discretion from time to time.

The Corporation filed a "Certificate of Designation of Series "B" Preferred Stock of SPAR Group, Inc.” (the "Preferred Designation") with the Secretary of State of Delaware, which designation had been approved by the Board on January 25, 2022. The Preferred Designation created a series of 2,000,000 shares of Preferred Stock designated as "Series B Preferred Stock” with a par value of $.01 per share (the "Preferred Stock"). The Preferred Stock shares do not carry any voting or dividend rights and automatically convert on vesting into the SGRP Common Stock on a 1 for 1.5 basis. See Note 10 to the Company's Consolidated Financial Statements - Related Party Transactions, below. However, the holders of the Series B Preferred Stock have a liquidation preference over the SGRP Common Stock and vote together for matters pertaining only to the Series B Preferred Stock (such as amending SGRP's Certificate of Designation of Series B Preferred Stock) where only the holders of the Series B Preferred Stock are entitled to vote. The holders of outstanding Series A Preferred Stock do not have the right to vote for directors or other matters submitted to the holders of the SGRP Common Stock.

On January 28, 2022, pursuant to the CIC Agreement, the Company issued to the Majority Stockholders 2,000,000 restricted shares of Series B Preferred Stock, which have all vested and automatically converted into 3,000,000 SGRP Shares pursuant to the 1:1.5 conversion ratio set forth in the Preferred Designation and the CIC Agreement. See Note 10 to the Company's Consolidated Financial Statements - Related Party Transactions, below.

All of the company's preferred stock issued under this plan have been converted into common stock as of December 31, 2024. Since there are no more shares of Series B Preferred Stock outstanding, SGRP may change or cancel the authorized Series B Preferred Stock, and to the extent it reduces such authorization without issuance, it can create other series of Preferred Stock with potentially different dividends, preferences and other terms.

Market Information

SGRP's Common Stock is traded on the Nasdaq Capital Market under the symbol "SGRP". As of December 31, 2024, there were approximately 3,498 stockholders of record.

Dividends

The Corporation has never declared or paid any cash dividends on its Common Stock and does not currently anticipate paying cash dividends on its Common Stock in the foreseeable future. The Company historically has retained earnings to finance its operations and fund future growth of the business. Any payment of future dividends will be at the discretion of the Board of Directors of the Corporation and will depend upon, among other things, the Company's earnings, financial condition, capital requirements, cash flow, level of indebtedness, contractual restrictions in respect to the payment of dividends and other factors that the Corporation Board of Directors deems relevant.

Equity Compensation

Information regarding the Company's equity compensation plans may be found in Item 11 of this Annual Report, which is hereby incorporated by reference.

Stock Repurchase Program

On May 24, 2022, the Board of Directors of SGRP (the "Board"), authorized SGRP to repurchase up to 500,000 shares of its SGRP Shares pursuant to the 2022 Stock Repurchase Program (the "2022 Stock Repurchase Program"), which repurchases were made from time to time over the one-year period that ended May 24, 2023 in the open market and through privately-negotiated transactions. Those repurchases were made subject to cash availability and general market and other conditions. Through December 31, 2024, 151,156 shares of SGRP Common Stock were repurchased under the 2022 program and became Treasury Shares.

On March 28, 2024, the Board approved SGRP's repurchase of up to 2,500,000 of SGRP's Shares of Common Stock ("SGRP Shares") under the 2024 Stock Repurchase Program (the "2024 Stock Repurchase Program"), which repurchases would be made from time to time over a one-year period in the open market and through privately-negotiated transactions, subject to cash availability and general market and other conditions. 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 1,000,000 shares of SGRP's Common Stock from William H. Bartels, dated and effective as of April 30, 2024, at a purchase price of $1.80 per share (the Nasdaq closing price on April 29, 2024). Upon their repurchase those shares became Treasury Shares. Mr. Bartels is a Director and significant stockholder of SGRP, is one of the founders of the Company, and is an affiliate and related party of SGRP. There were no other share repurchases to date under the 2024 Stock Repurchase Program, which expired on March 28, 2025.

SGRP Common Stock Issuances

During 2024 and 2023, the Corporation issued respectively 1,208,742 and 387,306 SGRP Shares (including Treasury Shares and new shares of SGRP Common Stock) in support of its requirement to satisfy the conversion of vested and surrendered Series B Preferred Stock (see above), benefit awards and stock purchase plans, including employee Restricted Stock Units that vested and settled with stock, and the exercise of vested employee stock options. See The Company's Capital Stock Generally, in Item 5 above, and Note 11 to the Company's Consolidated Financial Statements – Share Based Compensation, below.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

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 around the world. The Company’s goal is to be the most creative, energizing and effective retail services company that drives sales, margins and operating efficiency for our clients.

As of December 31, 2024, 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 across the globe. 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 global headquarters in Auburn Hills, Michigan, with local leadership and offices in each country.

Delayed Filing

In fiscal year 2024, the Company navigated an exceptionally complex set of transactions and operational changes. During the year, the Company divested six foreign joint ventures and acquired the remaining 49% ownership interest in another joint venture, significantly reshaping its corporate and consolidation structure. The Company also implemented a new enterprise resource planning (ERP) system, running it in parallel during the fourth quarter to transition from legacy financial systems. In addition, preparations for an anticipated acquisition of Highwire late in the year necessitated a delay in completing the year-end financial close and postponed the start of the annual audit. These events collectively created an unusually challenging financial reporting environment for 2024.

EBITDA and Adjusted EBITDA

Adjusted EBITDA is a non-GAAP measure 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 ("US GAAP"). Adjusted EBITDA is defined as net (loss) income before (i) depreciation and amortization of long-lived assets, (ii) interest expense (iii) income tax expense, (iv) restructuring expenses, (v) impairment, (vi) nonrecurring legal settlement costs and associated legal expenses unrelated to the Company's core operations, (vii) special items as determined by management, and (viii) review of strategic alternatives, which includes primarily legal, consulting, and investment bank fees. This metric is a supplemental measure of our operating performance that is neither required by, nor presented in accordance with, US 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 US 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.

Our Consolidated Net Income (loss) was approximately ($2.7) million and $4.8 million for the years ended December 31, 2024, and December 31, 2023. Our Consolidated EBITDA was approximately $2.5 million and $11.4 million for the years ended December 31, 2024 and 2023 respectively. The following is a reconciliation of our net income to Adjusted EBITDA for the periods presented:

	Year Ended December 31,
(in thousands)	2024			2023
Consolidated Net Income (Loss)	$	(2,687	)	$	4,776
Depreciation and amortization		1,616			2,001
Interest expense		2,222			1,919
Income tax expense		1,218			2,357
Other expense		171			346
Subtotal of Adjustments to Consolidated Net Income		5,227			6,623
Consolidated EBITDA	$	2,540		$	11,399
Review of Strategic Alternatives		5,221			544
(Gain)/Loss on sale of businesses		(1,348	)		408
Restructuring costs		-			28
Legal costs / Settlements - non-recurring		100			289
Share-based compensation		137			297
Consolidated Adjusted EBITDA	$	6,650		$	12,965
Adjusted EBITDA attributable to non-controlling interest		(1,034	)		(3,022	)
Adjusted EBITDA attributable to SPAR Group, Inc.		5,616			9,943

Results of Operations

The following table sets forth selected financial data for the years indicated (dollars in millions):

	Year Ended December 31,
	2024				%	2023				%
Net revenues	$	196.8		100	%	$	262.7		100	%
Related Party - Cost of revenues		-		-			5.2		2.0
Cost of revenues		158.3		80.4			202.1		76.9
Selling, general and administrative expense		37.3		19.0			43.7		16.6
(Gain) / Loss on sale of business		(1.3	)	(0.7	)		0.4		0.2
Depreciation and amortization		1.6		0.8			2.0		0.8
Interest expense		2.2		1.1			1.9		0.7
Other expense, net		0.2		0.1			0.3		0.1
Income (loss) before income taxes		(1.5	)	(0.8	)		7.1		2.7
Income tax expense		1.2		0.6			2.4		0.9
Net income (loss)		(2.7	)	(1.4	)		4.8		1.8
Net (income) attributable to non-controlling interest		(0.5	)	(0.3	)		(0.9	)	(0.3	)
Net income (loss) attributable to SPAR Group, Inc.	$	(3.2	)	(1.6	)%	$	3.9		1.5	%

Results of operations for the year ended December 31, 2024, compared to the year ended December 31, 2023.

Net Revenues

Consolidated net revenues for the year ended December 31, 2024, were $ 196.8 million compared to $ 262.7 million for the year ended December 31, 2023, a decrease of $ 65.9 million or 25.1%. This decrease in revenue was primarily driven by the sale of all international joint ventures during various times throughout the year.

The Americas net revenues totaled $ 177.2 million and $ 203.7 million for the years ended December 31, 2024 and 2023, respectively. The decrease of $ 26.5 million or 13.0% is the result of the sale of our Brazilian joint venture during the second quarter. The decline in revenues associated with the sale of Brazil were partially offset by 11% revenue growth in the United States and 15% revenue growth in Canada.

The Asia-Pacific net revenues totaled $ 11.3 million and $ 24.5 million for the years ended December 31, 2024 and 2023, respectively, a decrease of $ 13.2 million or 53.9%. The decline in revenues at Asia-Pacific is due to the exit of all joint ventures in the region in 2024, compared to a full year of revenues in the prior year.

The EMEA net revenues totaled $ 8.3 million and $ 34.6 million for the years ended December 31, 2024 and 2023, respectively, a decrease of $ 26.3 million or 76.1%. The decline in revenues is due to the exit of our South African joint venture in 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 80.5% of net revenue for the year ended December 31, 2024 compared to 78.9% of net revenues for the year ended December 31, 2023. The decline in margin in 2024 was driven by significant growth in revenue from the remodel business, which is lower margin than the traditional merchandising business.

The Americas cost of revenue as a percent of net revenue was 80.2% and 79.8% for the years ended December 31, 2024 and 2023, respectively. The increase in cost of 0.4% was the result of higher costs in our owned U.S. business related to the high proportion of revenue growth in the remodel business. These higher costs were partially offset by a partial year impact of the exit of Mexico and Brazil, which are traditionally lower margin businesses than those in the U.S. and Canada.

The Asia-Pacific cost of revenue as a percent of net revenue was 80.7% and 74.7% for the years ended December 31, 2024 and 2023, respectively. Margins declined in Asia-Pacific due to lower margins in China and the full year impact of the sale of Australia, which had high margins in 2023. As of December 31, 2024, the Company has exited all business in Asia-Pacific.

The EMEA cost of revenue as a percent of net revenue was 84.6% and 76.3% for the years ended December 31, 2024 and 2023, respectively. This decrease in gross margin is due to (i) additional variable expenses in the cost of sales, (ii) government imposed wage increases (8.5%) ahead of inflation (5.3%) at a time when the economy is under pressure which forced margin reduction in contract renegotiations. The Company exited the EMEA region in the first quarter 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 $ 37.3 million, or 18.9% of net revenue, and approximately $ 43.7 million, or 16.6% of net revenue for the years ended December 31, 2024 and 2023, respectively. Selling, general and administrative expenses for the year-ended December 31, 2024 includes expenses of approximately $5.5 million related to our consideration of strategic alternatives, costs to execute sale of joint ventures, and transaction costs associated with the proposed merger with Highwire capital. Absent these costs, which are not on-going in nature, Selling, general and administrative expenses were 16.5% of net revenue in 2024.

The Americas selling, general and administrative expenses totaled $ 33.0 million and $ 32.2 million for the years ended December 31, 2024 and 2023, respectively. Costs were essentially flat to prior year as the impact of the sale of Brazil was offset by higher costs associated with the evaluation of strategic alternatives.

The Asia-Pacific selling, general and administrative expenses totaled $ 3.1 million and $ 6.5 million for the years ended December 31, 2024 and 2023, respectively. The decrease of $ 3.4 million, or 52.2% is primarily attributable to the exit of international joint ventures by the end of the third quarter of 2024.

The EMEA selling, general and administrative expenses totaled $ 1.1 million and $ 5.0 million for the years ended December 31, 2024 and 2023, respectively. EMEA was exited in second quarter of 2024.

Depreciation and Amortization

Depreciation and amortization expense was approximately $ 1.6 million and $ 2.0 million for the years ended December 31, 2024 and 2023, respectively.

Interest Expense

The Company's interest expense was $ 2.2 million and $ 1.9 million for the years ended December 31, 2024 and 2023, respectively.

The America interest expense was $ 2.1 million and $ 1.4 million for the years ended December 31, 2024 and 2023, respectively. The increase was due to higher debt balances resulting from, among other factors, the legal obligation to have balance sheet cash of no less than $14.2 million at the closing date of the Highwire merger.

Other Expense, Net

Other expense, net was $ 0.2 and $ 0.3 million for the years ended December 31, 2024 and 2023, respectively.

Income Tax Expense

The Company had income tax expense of $ 1.2 million, with an effective tax rate of -82.9%, and $ 2.4 million, with an effective rate of 33.0%, for the years ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2024, our effective income tax rate of -82.9% varied from the U.S. federal statutory rate of 21% primarily as a result of foreign rate differential, the sale of foreign entities primarily as a result of the sale of the Brazilian JV qualifying as a gain in Brazil and subject to foreign withholding tax but being characterized as a loss under US GAAP, and permanent differences.

Net income attributable to non-controlling interest

Net income attributable to noncontrolling interest was $ 0.5 million and $ 0.9 million for the years ended December 31, 2024 and 2023, respectively.

Critical Accounting Policies and Estimates

The Company’s critical accounting policies, including the assumptions and judgments underlying them, are disclosed in Note 2 to the Company’s consolidated financial statements included elsewhere in this Annual Report on Form 10-K. These policies have been consistently applied in all material respects and address matters such as impairment of long-lived assets, intangible assets, and goodwill, revenue recognition, allowance for credit losses, and internal use software. While the estimates and judgments associated with the application of these policies may be affected by different assumptions or conditions, the Company believes the estimates and judgments associated with the reported amounts are appropriate under the circumstances.

Impairment of Long-Lived Assets, Intangible Assets, and Goodwill

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of the Company’s property and equipment and may not be recoverable. When indicators of potential impairment exist, the Company assesses the recoverability of the assets by estimating whether the Company will recover its carrying value through the undiscounted future cash flows generated by the use of the asset and its eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the asset, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset. If any assumptions, projections or estimates regarding any asset change in the future, the Company may have to record an impairment to reduce the net book value of such individual asset.

When facts and circumstances indicate that the carrying value of definite-lived intangible assets may not be recoverable, the Company assesses the recoverability of the carrying value by preparing estimates of sales volume and the resulting profit and cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, the Company recognizes an impairment loss. The impairment loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the fair value. The Company uses a variety of methodologies to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumptions hypothetical marketplace participants would use.

Goodwill is subject to annual impairment tests and interim impairment tests if impairment indicators are present. The Company performs the annual impairment test during the third quarter each year. The impairment tests require the Company to first assess qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. The Company is not required to calculate the fair value of a reporting unit unless it determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. If it is determined that it is more likely than not, or if the Company elects not to perform a qualitative assessment, the Company proceeds with the quantitative assessment. Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill.

Revenue Recognition

The Company generates its revenues by providing merchandising services to its clients. Revenues are recognized when the Company satisfies a performance obligation by transferring services promised in a contract to a customer and in an amount that reflects the consideration that the Company expects to receive in exchange for those services. Performance obligations in the Company’s contracts represent distinct or separate services that we provide to the Company’s customers; generally, the Company’s contracts have a single performance obligation. If, at the outset of an arrangement, the Company determines that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met.

Customer deposits, which are considered advances on future work, are deferred and recorded as revenue in the period in which the services are provided.

Allowance for Credit Losses

The Company continually monitors the collectability of its accounts receivable based upon current client credit information and financial condition. Balances that are deemed to be uncollectible after the Company has attempted reasonable collection efforts are written off through a charge to the bad debt allowance and a credit to accounts receivable. Accounts receivable balances, net of any applicable reserves or allowances, are stated at the amount that management expects to collect from the outstanding balances. The Company provides for probable uncollectible amounts through a charge to earnings and a credit to bad debt allowance based in part on management’s assessment of the current status of individual accounts.

Based on management’s assessment, the Company established an allowance for credit losses of $0.4 million and $1.5 million at December 31, 2024 and 2023, respectively. Credit loss expense was $0.1 million and $0.3 million for the years ended December 31, 2024 and 2023, respectively.

Internal Use Software

The Company capitalizes certain costs associated with its internally developed software. The Company capitalizes the costs of materials and services incurred in developing or obtaining internal use software and such costs include, but are not limited to: the cost to purchase software, the cost to write program code, and payroll and related benefits and travel expenses for those employees who are directly involved with and who devote time to the Company’s software development projects. Capitalization of such costs begins during the application development stage once the preliminary project stage is complete, management authorizes and commits to funding the project, and it is probable that the project will be completed and that the software will be used to perform the function intended. Capitalization ceases when the project is substantially complete and ready for its intended purpose. Costs incurred during preliminary project and post-implementation stages, as well as software maintenance and training costs, are expensed in the period in which they are incurred.

The Company capitalized approximately $1.0 million and $1.0 million of costs related to software developed for internal use for the years ended December 31, 2024 and 2023, respectively, and recognized approximately $1.4 million and $1.3 million of amortization of capitalized software for the years ended December 31, 2024 and 2023

Recent Accounting Pronouncements

See the sections titled "Summary of Significant Accounting Policies— Recently Adopted Accounting Pronouncements” and "—Recently issued accounting pronouncements not yet adopted” in Note 2 to the Company's Consolidated Financial Statements, Summary of Significant Accounting Policies, included elsewhere in this Annual Report on Form 10‑K.

Liquidity and Capital Resources

Funding Requirements

Management believes that based upon the continuation of the Company's existing credit facilities, 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 operations over the next year. 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. For the year ended December 31, 2024, the Company was in compliance with all financial covenants under these arrangements. See Note 4 to the Company's Consolidated Financial Statements, Debt, included elsewhere in this Annual Report on Form 10-K.

Cash Flows for the Years Ended December 31, 2024 and 2023

Net cash used in operating activities was $ (0.7) million for the year ended December 31, 2024 and net cash provided by operating activities was $ 6.8 million for the year ended December 31, 2023. The year-over-year decrease in net cash provided by operating activities was primarily due to the sale of Brazil & South Africa, which both generated strong operating cash flows in 2023. This impact was partially offset by improved working capital management in the US.

Net cash provided by investing activities for the year ended December 31, 2024 was $ 9.9 million, compared to cash used in investing activities of $ (2.3) million for the year ended December 31, 2023. The net cash provided by investing activities was primarily attributable to the sale of international joint ventures, net of transaction costs.

Net cash used in financing activities for the year ended December 31, 2024 was approximately $ (1.7) million compared to $ (3.0) million used in financing activities in 2023. The year-over-year decrease in cash from financing activities was driven by payment of notes to the sellers of Resource Plus, the purchase of treasury stock, and distributions to non-controlling investors.

For the year ended December 31, 2024, the Company experienced a net increase in cash and cash equivalents amounting to approximately $ 7.5 million, net of the impact of foreign exchange rate fluctuations of $(0.1) . The overall increase in cash was driven by proceeds from the sale of international joint ventures as well as improved working capital management.

Brazil Joint Venture Sale and Non-GAAP EPS Impact

Economic Substance of the Transaction

In June 2024, SPAR Group completed the sale of its 51% ownership stake in its Brazilian joint venture. The total consideration was $10.7 million, consisting of $9.7 million in cash received by SPAR and $1.0 million withheld for Brazilian tax purposes. SPAR’s carrying value for its investment in the Brazilian joint venture was roughly $4.8 million before the sale. Based on these figures, the transaction generated an economic pre-tax gain of approximately $5.9 million (i.e. the excess of the $10.7 million proceeds over the $4.8 million carrying value).

To facilitate this purchase, the buyer largely financed the payment at the joint venture level, rather than using entirely new funds. The funding was achieved through two components:

●

a new $7.5 million loan incurred by the Brazilian joint venture in March 2024, and

●

$3.5 million paid by the minority (49%) joint venture partner.

As a result, the joint venture obtained the necessary $10.7 million to complete the acquisition of SPAR’s shares. SPAR received the $9.7 million in cash proceeds (net of Brazilian withholding tax) before deconsolidating the Brazilian entity from its financial statements.

U.S. GAAP Accounting Treatment and Impact

Under U.S. GAAP, the accounting result of this sale differed from the economics described above. When SPAR deconsolidated its Brazilian joint venture upon sale, it removed all the joint venture’s assets and liabilities from the consolidated balance sheet. As a consequence of the mechanics of the joint venture financing, namely the payment originating from the joint venture qualifying as a capital distribution (instead of consideration for sale) SPAR was required to reclassify approximately $7.5 million into the income statement as part of the gain/loss calculation. This non-cash reclassification effectively reduced the gain on the sale by $7.5 million. Consequently, instead of recording the $5.9 million gain that the transaction economically produced, SPAR’s financial statements reflect a $1.6 million loss on the sale of the Brazilian joint venture under GAAP. In other words, the $5.9 million economic gain was offset by this $7.5 million accounting adjustment, yielding a net loss in the reported results. It is important to note that this $1.6 million loss is purely a technical accounting/consolidation outcome and not reflective of the underlying economics of the transaction. The loss resulted from the required equity reclassification entry, rather than any actual operational or cash loss on the sale. Had the economic substance been reflected in our accounting (i.e. had we been able to record the approximately $5.9 million true gain on the sale instead of a loss), our pre-tax income for 2024 would have been higher by about $7.5 million. After applying taxes, this difference would have significantly increased our net income and earnings per share.

For perspective, earnings per share (EPS) would have been materially higher if the $5.9 million gain were included - on such a basis, EPS for 2024 would have been $0.19 per share compared to the reported GAAP result of ($0.13).

This adjusted EPS measure adds back the after-tax impact of the reduction of the economic gain on the sale by $7.5 million (approximately $0.32 per share) to our GAAP EPS. This adjustment would have turned our reported net loss for the year into a net profit, underscoring the positive economic impact of the Brazil joint venture sale.

In summary, while our official results are reported in accordance with U.S. GAAP (and thus include the $1.6 million accounting loss on the Brazil sale), we believe it is helpful to provide investors with the economic context of this transaction. Excluding the technical accounting adjustment, the sale of our Brazilian joint venture was a highly accretive disposition that added substantial economic value. The adjusted gain and related EPS impact discussed above are supplemental, non-GAAP figures provided to illustrate the true economic outcome. Management emphasizes that the GAAP financial statements remain the authoritative source of our results, but the additional context is intended to clarify that the GAAP loss on the sale was driven by accounting requirements rather than an economic loss.

		Year Ended December 31,
(in thousands)		2024		2023
GAAP Net (Loss) Income attributable to SPAR Group, Inc.	$	(3,150)	$	3,902
GAAP Earnings (Loss) per share (basic)		(0.13)		0.17
Adjustment to reflect what management believes is true economic gain on Brazil joint venture sale		7,556		-
EPS impact of adjustment (basic)		0.32		-
Non-GAAP Net Income		4,406		-
Non-GAAP basic Earnings per share		0.19		-

Restatement of Quarterly Financial Data

The Company has restated its previously issued unaudited interim financial statements for the three and six months ended June 30, 2024 and the three and nine months ended September 30, 2024 (the “Non-Reliance Periods”). Detailed restatements of the Company's condensed consolidated quarterly financial statements are provided in Note 16 – Restatement (Unaudited) in the accompanying notes to the consolidated financial statements.

The following unaudited quarterly statements of operations data for the quarter ended June 30, 2024 and for the quarter ended September 30, 2024 have been prepared on a basis consistent with our audited annual financial statements included in this Annual Report on Form 10-K and include, in our opinion, all normal recurring adjustments necessary for the fair presentation of the financial information contained in those statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following should be read in conjunction with our audited financial statements and the related notes included in this Annual Report on Form 10-K.


	June 30, 2024			September 30, 2024
	As Restated			As Restated

Net revenues	$	57,290		$	37,788
Related party - cost of revenues		-			-
Cost of revenues		46,297			29,346
Gross profit		10,993			8,442
Selling, general and administrative expense		9,541			8,558
Loss on sale of business		2,599			960
Depreciation and amortization		478			454
Operating (loss)		(1,625	)		(1,530	)
Interest expense		567			582
Other (income) loss, net		(296	)		472
(Loss) before income tax expense		(1,896	)		(2,584	)

Income tax expense (benefit)		1,547			(2,314	)
Net (loss)		(3,443	)		(270	)
Net (income) loss attributable to non-controlling interest		(448	)		88
Net (loss) attributable to SPAR Group, Inc.	$	(3,891	)	$	(182	)
Basic (loss) per common share attributable to SPAR Group, Inc.	$	(0.16	)	$	(0.01	)
Diluted (loss) per common share attributable to SPAR Group, Inc.	$	(0.16	)	$	(0.01	)
Weighted-average common shares outstanding – basic		23,786			23,435
Weighted-average common shares outstanding – diluted		24,010			23,435

Net (loss)	$	(3,443	)	$	(270	)
Other comprehensive income (loss)
Foreign currency translation adjustments		1,372			(72	)
Comprehensive (loss)		(2,071	)		(342	)
Comprehensive (income) loss attributable to non-controlling interest		(393	)		45
Comprehensive (loss) attributable to SPAR Group, Inc.	$	(2,464	)	$	(297	)

Item 7A. 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.

Item 8. Financial Statements and Supplementary Data

See Item 15 of this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

Management's Evaluation of Disclosure 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 Annual Report on Form 10-K 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.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not detect or prevent misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management utilized the criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to conduct an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2024. In connection with the preparation of our consolidated financial statements for the year ended December 31, 2024, we identified two material weaknesses in internal control over financial reporting, as described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Material Weakness 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. 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 around the calculation over 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.

Management 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 material weaknesses described above, there were no changes in the Company's internal controls over financial reporting that occurred during the Company's quarter ended December 31, 2024, that materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

Item 9B. Other Information

a. During the fourth quarter of 2024, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

"Reference is made below to SGRP’s definitive Proxy Statement for its 2024 Annual Meeting of Stockholders, which SGRP plans to file pursuant to Regulation 14A on or about May 23, 2025, with the meeting scheduled to be held on or before June 12, 2025. For clarity (and without limitation), information appearing in the sections of such Proxy Statement entitled "PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION”, "PROPOSAL 4 – ADVISORY VOTE ON THE FREQUENCY THAT THE CORPORATION HOLDS THE ADVISORY VOTE ON EXECUTIVE COMPENSATION”, and "REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS” shall not be deemed to be incorporated by reference in this Annual Report.

Item 10. Directors, Executive Officers and Corporate Governance

Reference is made to the information set forth under the captions "The Board of Directors of the Corporation”, "Executives and Officers of the Corporation”, "Security Ownership of Certain Beneficial Owners and Management” and "Corporate Governance” in the 2024 Proxy Statement.

Item 11. Executive Compensation

Reference is made to the information set forth under the captions "Security Ownership of Certain Beneficial Owners and Management”, "Executive Compensation, Directors and Other Information”, "Executive Compensation, Equity Awards and Options” and "Compensation Plans” in the 2024 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Reference is made to the information set forth under the captions "Security Ownership of Certain Beneficial Owners and Management”, "Executive Compensation, Equity Awards and Options” and "Compensation Plans” in the 2024 Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Reference is made to the information set forth under the caption "Transactions with Related Persons, Promoters and Certain Control Persons” in the 2024 Proxy Statement.

Item 14. Principal Accountant Fees and Services

Reference is made to the information set forth under the caption "PROPOSAL 2 – RATIFICATION, ON AN ADVISORY BASIS, OF THE APPOINTMENT OF BDO USA, P.C. AS THE COMPANY’S PRINCIPAL INDEPENDENT ACCOUNTANTS” in the 2024 Proxy Statement.

PART IV

Item 15. Exhibits and Financial Statement Schedules

Index to Financial Statements filed as part of this report:

Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; Troy, Michigan; PCAOB ID#243)	32

Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2024 and 2023	33

Consolidated Balance Sheets as of December 31, 2024 and 2023	34

Consolidated Statement of Stockholders' Equity for the years ended December 31, 2024 and 2023	35

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023	36

Notes to Consolidated Financial Statements	37

Exhibits

Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated August 30, 2024, by and among Highwire Capital, LLC, Highwire Merger Co. I, Inc. and SPAR Group, Inc. (incorporated by reference to Exhibit 2.1 to SGRP’s Current Report on Form 8-K, as filed with the SEC on September 3, 2024).

3.1		Certificate of Incorporation of SPAR Group, Inc. (referred to therein under its former name of PIA Merchandising Services, Inc.), as amended, incorporated by reference to the Corporation’s Registration Statement on Form S-1 (Registration No. 33-80429), as filed with the SEC on December 14, 1995, and the Certificate of Amendment filed with the Secretary of State of the State of Delaware on July 8, 1999 (which, among other things, changes the Corporation’s name to SPAR Group, Inc.), (incorporated by reference to Exhibit 4.1 to the Corporation’s Registration Statement on Form S-8 (Registration No. 33-80429) as filed with the SEC on April 2, 2021).

3.2		Certificate of Elimination of the Certificate of Designation of Series "A" Preferred Stock of SPAR Group, Inc., adopted as of January 25, 2022 (incorporated by reference to Exhibit 3.1 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 28, 2022).

3.3		Certificate of Designation of Series "B” Convertible Preferred Stock of SPAR Group, Inc., adopted January 25, 2022 (incorporated by reference to Exhibit 3.2 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 28, 2022).

3.4		Amended and Restated By-Laws of SPAR Group, Inc., as adopted, restated, effective and dated January 18, 2019 and as further amended through January 25, 2022 (incorporated by reference to Exhibit 3.3 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 28, 2022).

3.5		Amended and Restated Charter of the Audit Committee of the Board of Directors of SPAR Group, Inc., adopted, restated, effective and dated August 12, 2020, (incorporated by reference to Exhibit 3.4 to the First Amendment to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as filed with the SEC on April, 29, 2021 ("SGRP's 2020 Annual Report Amendment").

3.6		Charter of the Compensation Committee of the Board of Directors of SPAR Group, Inc., Amended, Restated and Dated (as of) August 11, 2020, (incorporated by reference to Exhibit 3.5 to the First Amendment to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as filed with the SEC on April, 29, 2021 ("SGRP's 2020 Annual Report Amendment").

3.7		Charter of the Governance Committee of the Board of Directors of SPAR Group, Inc., Dated (as of) April 23, 2020 and As Amended through March 18, 2021 (incorporated by reference to Exhibit 3.6 to the First Amendment to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as filed with the SEC on April, 29, 2021 ("SGRP's 2020 Annual Report Amendment").

3.08		SPAR Group, Inc. Statement of Policy Respecting Stockholder Communications with Directors, adopted on May 18, 2004 (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on May 27, 2004).

3.9		SPAR Group, Inc. Statement of Policy Regarding Director Qualifications and Nominations, adopted on May 18, 2004 (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on May 27, 2004).

3.10		SPAR Group, Inc. Statement of Policy Respecting Complaints and Communications by Employees and Others as Amended and Restated as of August 13, 2015 (also known as the Whistleblower Policy) (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC on April 2, 2018).

3.11		SGRP 2024 Stock Repurchase Program as approved by SGRP's Audit Committee and adopted by its Board of Directors on March 28, 2024 (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on April 3, 2024).

4.1		Form of SGRP's Common Stock Certificate (incorporated by reference to SGRP's Pre-Effective Amendment No. 1 to its Registration Statement on Form S-3 (Registration No. 333-162657) as filed with the SEC on February 7, 2011).

4.2		Form of SGRP's Series B Preferred Stock Certificate (incorporated by reference to SGRP’s Annual Report on Form 10-K, as filed with the SEC on April 17, 2023).

4.3		Registration Rights Agreement entered into as of January 21, 1992, by and between SGRP (as successor to, by merger in 1996 with, PIA Holding Corporation, f/k/a RVM Holding Corporation, the California Limited Partnership, The Riordan Foundation and Creditanstalt-Bankverine (incorporated by reference to the Form S-1).

4.4		Summary Description and Prospectus dated August 24, 2009, respecting the SPAR Group, Inc. 2008 Stock Compensation Plan, as amended (incorporated by reference to Exhibit 99(a)(1)(G) to SGRP's SC TO-I).

10.1		2021 Stock Compensation Plan of SPAR Group, Inc., effective as of August 12, 2021 (incorporated by reference to Appendix A to the Corporation’s Definitive Proxy Statement filed with the SEC on July 13, 2021).

10.2		2020 Stock Compensation Plan of SPAR Group, Inc., effective as of January 19, 2021 (incorporated by reference to Annex B to the Corporation’s Definitive Proxy Statement filed with the SEC on December 10, 2020).

10.3		2018 Stock Compensation Plan of SGRP, effective as of May 2, 2018 (incorporated by reference to Annex A to SGRP's Definitive Proxy Statement filed with the SEC on April 18, 2018).

10.4		2008 Stock Compensation Plan, effective as of May 29, 2008, and as amended through May 28, 2009 (the "SGRP 2008 Plan") (incorporated by reference to SGRP's Current Report on Form 8-K dated June 4, 2009, as filed with the SEC on June 4, 2009).

10.5		2000 Stock Option Plan, as amended through May 16, 2006 (incorporated by reference to SGRP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, as filed with the SEC on November 14, 2006).

10.6		Phantom Stock Unit Grant and Agreement entered into and effective as of April 3, 2023, between SGRP and Kori G. Belzer (incorporated by reference to Exhibit 10.6 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).

10.7		Phantom Stock Unit Grant and Agreement entered into and effective as of March 24, 2022, between SGRP and Kori G. Belzer (incorporated by reference to Exhibit 10.7 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).

10.8		Phantom Stock Unit Grant and Agreement entered into and effective as of April 3, 2023, between SGRP and Antonio Calisto Pato (incorporated by reference to Exhibit 10.8 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).

10.9		Phantom Stock Unit Grant and Agreement entered into and effective as of April 3, 2023, between SGRP and William Linnane (incorporated by reference to Exhibit 10.9 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).

10.10		Phantom Stock Unit Grant and Agreement entered into and effective as of March 24, 2022, between SGRP and William Linnane (incorporated by reference to Exhibit 10.10 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).

10.11		Phantom Stock Unit Grant and Agreement entered into and effective as of April 3, 2023, between SGRP and Ron Lutz (incorporated by reference to Exhibit 10.11 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).

10.12		Phantom Stock Unit Grant and Agreement entered into and effective as of March 24, 2022, between SGRP and Ron Lutz (incorporated by reference to Exhibit 10.12 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).

10.13		Phantom Stock Unit Grant and Agreement entered into and effective as of April 3, 2023, between SGRP and Mike Matacunas (incorporated by reference to Exhibit 10.13 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).

10.14		Inducement RSU Contract between SPAR Group, Inc. and Antonio Calisto Pato dated March 10, 2023 (incorporated by reference to Exhibit 10.14 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).

10.15		Inducement RSU Contract, between SPAR Group, Inc. and William Linnane, dated August 2, 2021 (incorporated by reference to Exhibit 10.6 to the Corporation’s Annual Report on Form 10-K as filed with the SEC on April 15, 2022).

10.16		Inducement RSU Contract, between SPAR Group, Inc. and Ron Lutz, dated August 2, 2021 (incorporated by reference to Exhibit 10.7 to the Corporation’s Annual Report on Form 10-K as filed with the SEC on April 15, 2022).

10.17		Inducement Nonqualified Stock Option Contract, between SGRP and Mike Matacunas, dated February 22, 2021 (incorporated by reference to Exhibit 4.5 to the Corporation’s Registration Statement on Form S-8 (Registration No. 33-80429) as filed with the SEC on April 2, 2021).

10.18		Inducement RSU Contract, between SGRP and Mike Matacunas, dated February 22, 2021 (incorporated by reference to Exhibit 10.9 to the Corporation’s Annual Report on Form 10-K as filed with the SEC on April 15, 2022).

10.19		Inducement Nonqualified Stock Option Contract, between SGRP and Fay DeVriese, dated August 31, 2020 (incorporated by reference to Exhibit 4.4 to the Corporation’s Registration Statement on Form S-8 (Registration No. 33-80429) as filed with the SEC on April 2, 2021).

10.20		2001 Employee Stock Purchase Plan (incorporated by reference to SGRP's Proxy Statement for SGRP's annual stockholders meeting held on August 2, 2001, as filed with the SEC on July 12, 2001).

10.21		2001 Consultant Stock Purchase Plan (incorporated by reference to SGRP's Proxy Statement for SGRP's Annual meeting held on August 2, 2001, as filed with the SEC on July 12, 2001).

10.22		Consulting Agreement dated January 27, 2022, effective February 1, 2022, between SGRP and Thenablers, Ltd., which is wholly owned by and will provide certain consulting services from Panagiotis ("Panos") N. Lazaretos (who retired as a SGRP director effective January 25, 2022) to SGRP regarding global sales and new markets’ expansion (incorporated by reference to Exhibit 10.3 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 28, 2022).

10.23		Consulting Agreement dated January 25, 2022, and effective January 26, 2022, between SGRP and James R. Brown, Sr. (who retired as a SGRP director effective January 25, 2022) (incorporated by reference to Exhibit 10.2 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 28, 2022).

10.24		Change of Control, Voting and Restricted Stock Agreement, effective January 28, 2022, by and among SGRP, Robert G. Brown, William H. Bartels, SPAR Administrative Services, Inc., a Nevada corporation, and SPAR Business Services, Inc., a Nevada corporation (incorporated by reference to Exhibit 10.1 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 28, 2022).

10.25		Change of Control Severance Agreement between SGRP and Antonio Calisto Pato dated as of February 28, 2023 (incorporated by reference to Exhibit 10.25 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).

10.26		Corrective Global Amendment to Change of Control Severance Agreements between SGRP, Fay DeVriese, William Linnane and Ron Lutz made and entered into and effective as of August 10, 2022 (incorporated by reference to Exhibit 10.26 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).

10.27		Amended and Restated Change of Control Severance Agreement (the "CICSA”) between SGRP and Fay DeVriese made and entered into effective as of August 13, 2021 (incorporated by reference to Exhibit 10.1 to SGRP's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as filed with the SEC on November 15, 2021).

10.28		Change of Control Severance Agreement between SGRP and William Linnane dated as of July 12, 2021 (incorporated by reference to Exhibit 10.18 to the Corporation’s Annual Report on Form 10-K as filed with the SEC on April 15, 2022.

10.29		Change of Control Severance Agreement between SGRP and Ron Lutz dated as of July 12, 2021 (incorporated by reference to Exhibit 10.19 to the Corporation’s Annual Report on Form 10-K as filed with the SEC on April 15, 2022).

10.30		Change of Control Severance Agreement by and among SGRP, SPAR Marketing Force, Inc. and Mike Matacunas dated as of January 26, 2021 (incorporated by reference to Exhibit 10.1 to SGRP's Current Report on Form 8-K, as filed with the SEC on February 16, 2021).

10.31		Amended and Restated Change of Control Severance Agreement between Kori G. Belzer and SGRP, dated as of August 10, 2022 (incorporated by reference to Exhibit 10.2 to SGRP's Quarterly Report on Form 10-Q, as filed with the SEC on August 15, 2022).

10.32		Amended and Restated Change of Control Severance Agreement between Lawrence David Swift and SGRP dated as of August 10, 2022 (incorporated by reference to Exhibit 10.3 to SGRP's Current Report on Form 8-K, as filed with the SEC on August 14, 2022).

10.33		Trademark License Agreement dated as of July 8, 1999, by and between SPAR InfoTech, Inc., and SPAR Trademarks, Inc. (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as filed with the SEC on March 31, 2003).

10.34		Trademark License Agreement dated as of July 8, 1999, by and between SPAR Marketing Services, Inc., and SPAR Trademarks, Inc. (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, as filed with the SEC on March 31, 2003).

10.35		Business Manager Agreement (re joint ownership of certain software) dated as of July 8, 1999, among SPAR Business Services, Inc. (f/k/a SPAR Marketing Services, Inc.), SPAR InfoTech, Inc., and SPAR Marketing Force, Inc.(incorporated by reference to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 1999, as filed with the SEC on May 1, 2000).

10.36		Joint Venture Agreement dated as of September 13, 2016, by and between JK Consultoria Empresarial Ltda.-ME, a limitada formed under the laws of Brazil, Earth Investments, LLC, a Nevada limited liability company, and SGRP Brasil Participações Ltda., a limitada formed under the laws of Brazil (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC on April 2, 2018).

10.37		Joint Venture Contract dated July 4, 2014, among SPAR China Inc., established and existing under the laws of Hong Kong, Wedone Shanghai, Co., Ltd., organized and existing under the laws of P.R. China, Shanghai Gold Pack Investment Management Co., Ltd., organized and existing under the laws of P.R. China, and XU Gang, an Australian citizen (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC on April 17, 2017).

10.38		Joint Venture Agreement dated as of September 3, 2012, by and between Combined Manufacturers National (Pty) Ltd and SGRP Meridian (Pty) Ltd, respecting SGRP's additional consolidated subsidiary in South Africa (incorporated by reference to SGRP's Annual Report on Form 10-K, as filed with the SEC on April 2, 2013).

10.39		Joint Venture Agreement dated as of August 30, 2012, by and between National Merchandising of America, Inc., a Georgia corporation, SPAR NMS Holdings, Inc., a Nevada corporation and consolidated subsidiary of SGRP, and National Merchandising Services, LLC, a Nevada limited liability company and consolidated subsidiary of SGRP (incorporated by reference to SGRP's Quarterly Report on Form 10-Q, as filed with the SEC on November 9, 2012).

10.40		Joint Venture Agreement dated as of August 2, 2011, by and among Todopromo, S.A. de C.V., Sepeme, S.A. de C.V., Top Promoservicios, S.A. de C.V., Conapad, S.C., Mr. Juan Francisco Medina Domenzain, Mr. Juan Francisco Medina Staines, Mr. Jorge Carlos Medina Staines, Mr. Julio Cesar Hernandez Vanegas, and SPAR Group International, Inc., respecting SGRP's consolidated subsidiary in Mexico (incorporated by reference to SGRP's Annual Report on Form 10-K, as filed with the SEC on April 2, 2013).

10.41		Joint Venture Agreement dated as of March 29, 2006, by and between FACE AND COSMETIC TRADING SERVICES PTY LIMITED and SPAR International Ltd., respecting the Company's subsidiary in Australia (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as filed with the SEC on April 2, 2007).

10.42		Joint Venture Shareholders Agreement between Friedshelf 401 (Proprietary) Limited, SPAR Group International, Inc., Derek O'Brien, Brian Mason, SMD Meridian CC, Meridian Sales & Merchandising (Western Cape) CC, Retail Consumer Marketing CC, Merhold Holding Trust in respect of SGRP Meridian (Proprietary) Limited, dated as of June 25, 2004, respecting SGRP's consolidated subsidiary in South Africa (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the SEC on April 12, 2005).

10.43		$100,000.00 secured Promissory Note from SMF to Richard Justus dated as of January 1, 2018 (the "Resource Justus Note") (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on January 16, 2018).

10.44		Securities Pledge and Escrow Agreement securing the Resource Justus Note between SMF and Richard Justus dated as of January 1, 2018 (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on January 16, 2018).

10.45		Executive Officer Employment Terms and Severance Agreement between RPI and Richard Justus dated as of January 1, 2018 (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on January 16, 2018).

10.46		Stock Purchase Agreement as of October 13, 2017, by and between SMF, as buyer, and Richard Justus, as seller (the "Resource Justus SPA") (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on January 16, 2018).

10.47		Guaranty of the Resource Paulk Note by SGRP, in favor of Joseph L. Paulk dated as of January 1, 2018 (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on January 16, 2018).

10.48		$2,600,000.00 secured promissory note from SMF to Joseph L. Paulk dated as of January 1, 2018 (the "Resource Paulk Note") (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on January 16, 2018).

10.49		Securities Pledge and Escrow Agreement securing the Resource Paulk Note between SMF and Joseph L. Paulk dated as of January 1, 2018 (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on January 16, 2018).

10.50		Stock Purchase Agreement as of October 13, 2017, by and between the SPAR Marketing Force, Inc. ("SMF"), as buyer and Joseph L. Paulk, as seller (the "Resource Paulk SPA") (incorporated by reference to SGRP's Current Report on Form 8-K, as filed with the SEC on January 16, 2018).

10.51		Collateral Assignment (Security Agreement) (Trademarks) effective: April 10, 2019, from SPAR Trademarks, Inc., to North Mill, (incorporated by reference to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2018, as filed with the SEC on April 24, 2019).

10.52		Collateral Pledge Agreement dated as of April 10, 2019, by SGRP, the US NM Borrower and SPAR Acquisition, Inc., in favor of North Mill, (incorporated by reference to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2018, as filed with the SEC on April 24, 2019).

10.53		Corporate Guaranty dated as of April 10, 2019, from the NM Guarantors to North Mill, (incorporated by reference to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2018, as filed with the SEC on April 24, 2019).

10.54		Loan and Security Agreement entered into as of April 10, 2019, by and among North Mill Capital LLC, a Delaware limited liability company ("North Mill"), SPAR Marketing Force, Inc., a Nevada corporation (the "US NM Borrower"), SPAR Canada Company, an unlimited company organized under the laws of Nova Scotia (the "Canadian NM Borrower"), and each of SPAR Group, Inc., a Delaware corporation ("SGRP"), and SPAR Acquisition, Inc., SPAR Canada, Inc., SPAR Trademarks, Inc., and SPAR Assembly & Installation, Inc., each a Nevada corporation (including SGRP, each as a "NM Guarantor"), (incorporated by reference to SGRP's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2018, as filed with the SEC on April 24, 2019).

10.55		Waiver and Modification Agreement entered in as of January 4, 2021, and effective as of December 31, 2020 (the "Modification Agreement"), among North Mill Capital, LLC ("NM"), SPAR Group, Inc. ("SGRP") and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc. ("SMF"), and SPAR Canada Company ("SCC"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a "NM Guarantor" and collectively, the "NM Guarantors", and together with SMF and SCC, each a "NM Loan Party" and collectively, the "NM Loan Parties" (incorporated by reference to Exhibit 99.1 to SGRP's Current Report on Form 8-K as filed with the SEC on January 11, 2021).

10.56		Second Modification Agreement dated as of March 22, 2021, and effective as of April 1, 2021 (the "Second Modification Agreement"), among North Mill Capital, LLC ("NM"), d/b/a SLR Business Credit, SPAR Group, Inc. ("SGRP") and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc. ("SMF"), and SPAR Canada Company ("SCC"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a "NM Guarantor" and collectively, the "NM Guarantors", and together with SMF and SCC, each a "NM Loan Party" and collectively, the "NM Loan Parties") (incorporated by reference to Exhibit 99.1 to SGRP’s Current Report on Form 8-K as filed with the SEC on March 29, 2021).

10.57		Third Modification Agreement dated as of December 16, 2021, and effective as of December 1, 2021 (the "Third Modification Agreement"), among North Mill Capital, LLC ("NM"), d/b/a SLR Business Credit, SPAR Group, Inc. ("SGRP") and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc. ("SMF"), and SPAR Canada Company ("SCC"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a "NM Guarantor" and collectively, the "NM Guarantors", and together with SMF and SCC, each a "NM Loan Party" and collectively, the "NM Loan Parties") (incorporated by reference to Exhibit 10.57 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).

10.58		Fourth Modification Agreement dated as of July 1, 2022, and effective as of June 30, 2022 (the "Fourth Modification Agreement"), among North Mill Capital, LLC ("NM"), d/b/a SLR Business Credit, SPAR Group, Inc. ("SGRP") and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc. ("SMF"), and SPAR Canada Company ("SCC"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a "NM Guarantor" and collectively, the "NM Guarantors", and together with SMF and SCC, each a "NM Loan Party" and collectively, the "NM Loan Parties") (incorporated by reference to Exhibit 10.1 to SGRP's Current Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the SEC on August 15, 2022).

10.59		Fifth Modification Agreement entered into as of August 9, 2022 (the "Fifth Modification Agreement"), among North Mill Capital, LLC ("NM"), d/b/a SLR Business Credit, SPAR Group, Inc. ("SGRP") and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc. ("SMF"), and SPAR Canada Company ("SCC"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a "NM Guarantor" and collectively, the "NM Guarantors", and together with SMF and SCC, each a "NM Loan Party" and collectively, the "NM Loan Parties") (incorporated by reference to Exhibit 10.59 to SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024).

10.60		Sixth Modification Agreement entered into as of February 1, 2023 (the "Sixth Modification Agreement"), among North Mill Capital, LLC ("NM"), d/b/a SLR Business Credit, SPAR Group, Inc. ("SGRP") and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc. ("SMF"), and SPAR Canada Company ("SCC"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a "NM Guarantor" and collectively, the "NM Guarantors", and together with SMF and SCC, each a "NM Loan Party" and collectively, the "NM Loan Parties") (incorporated by reference to Exhibit 10.1 to SGRP's Current Report on Form 8-K as filed with the SEC on March 2, 2023).

10.61		US$28 million Fourth Amended and Restated Revolving Credit Master Promissory Note executed and delivered by SMF to NM and dated as of February 1, 2023 (incorporated by reference to Exhibit 10.2 to SGRP’s Current Report on Form 8-K as filed with the SEC on March 2, 2023).

10.62		CDN$2 million Fourth Amended and Restated Revolving Credit Master Promissory Note executed and delivered by SCC to NM and dated as of February 1, 2023 (incorporated by reference to Exhibit 10.3 to SGRP’s Current Report on Form 8-K as filed with the SEC on March 2, 2023).

10.63		Letter of Offer dated September 29, 2011, and General Business Factoring Agreement (undated) between Oxford Funding Pty Ltd and SPARFACTS Pty Ltd (incorporated by reference to SGRP's Annual Report on Form 10-K, as filed with the SEC on April 2, 2013).

10.64		Limited Mutual Release Agreement, dated as of January 18, 2019, among Robert G. Brown, William H. Bartels, Christiaan Olivier, Lorrence T. Kellar, Jack W. Partridge, Arthur B. Drogue and R. Eric McCarthey (incorporated by reference to Exhibit 10.1 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 25, 2019).

10.65		Stipulation of Dismissal, dated as of January 18, 2019 (incorporated by reference to Exhibit 10.2 to SGRP's Current Report on Form 8-K, as filed with the SEC on January 25, 2019).

10.66		Text of Letter to SPAR Group, Inc. ("SGRP"), from the Nasdaq Stock Market, Inc. ("Nasdaq"), dated July 16, 2021 (incorporated by reference to Exhibit 99.1 to SGRP’s Current Report on Form 8-K, as filed with the SEC on July 30, 2021).

10.67		Text of Letter to SGRP, from the Nasdaq Stock Market, Inc. ("Nasdaq"), dated June 15, 2021, stating that SGRP no longer com3208plies with Nasdaq's majority independent director and audit committee requirements as set forth in Nasdaq Listing Rule 5605 (incorporated by reference to Exhibit 17.1 to SGRP’s Current Report on Form 8-K, as filed with the SEC on June 22, 2021).

10.68		Text of Letter to SGRP, from the Nasdaq Stock Market, Inc. ("Nasdaq"), dated March 11, 2025 (incorporated by reference to Exhibit 99.1 to SGRP’s Current Report on Form 8-K, as filed with the SEC on March 17, 2025).

10.69		Seventh Modification Agreement entered into as of March 28 2024, by and among North Mill Capital LLC, d/b/a SLR Business Credit, SPAR MARKETING FORCE, INC., and SPAR CANADA COMPANY (as filed herewith).

10.70		Fifth Amended and Restated Revolving Credit Master Promissory Note, dated as of October 10, 2024 (as filed herewith)

14.1		SPAR Group Code of Ethical Conduct for its Directors, Executives, Officers, Employees, Consultants and other Representatives Amended and Restated (as of) March 15, 2018 (incorporated by reference to SGRP's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC on April 2, 2018).

19.1		Statement of Policy Regarding Personal Securities Transactions in SGRP Stock and Non-Public Information, as adopted, restated, effective and dated as of May 1, 2004, and as further amended through March 10, 2011 (incorporated by reference to SGRP's Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC on March 15, 2011).

21.1		List of Subsidiaries (as filed herewith).

23.1		Consent of BDO USA, P.C. (as filed herewith).

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (as filed herewith).

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (as filed herewith).

32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (as filed herewith).

32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (as filed herewith).

97		Spar Group, Inc. Compensation Recovery Policy

101.INS*		Inline XBRL Instance

101.SCH*		Inline XBRL Taxonomy Extension Schema

101.CAL*		Inline XBRL Taxonomy Extension Calculation

101.DEF*		Inline XBRL Taxonomy Extension Definition

101.LAB*		Inline XBRL Taxonomy Extension Labels

101.PRE*		Inline XBRL Taxonomy Extension Presentation

104		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

* XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	By:	/s/ Michael R. Matacunas
		Michael R. Matacunas
		President and Chief Executive Officer

	Dated as of: May 16, 2025

KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Antonio Calisto Pato and Michael R. Matacunas and each of them, jointly and severally, his attorneys-in-fact, each with full power of substitution, for each of them in any and all capacities, to sign any and all amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorneys-in-fact or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.

SIGNATURE		TITLE

/s/ Michael R. Matacunas		President, Chief Executive Officer and Director,
Michael R. Matacunas		(Principal Executive Officer)
Dated as of: May 16, 2025

/s/ James R. Gillis		Director
James R. Gillis
Dated as of: May 16, 2025

/s/ John Bode		Director
John Bode
Dated as of: May 16, 2025

/s/ Linda Houston		Director
Linda Houston
Dated as of: May 16, 2025

/s/ William H. Bartels		Director
William H. Bartels
Dated as of: May 16, 2025

/s/ James R. Brown, Sr		Director
James R. Brown, Sr
Dated as of: May 16, 2025

/s/ Panagiotis Lazaretos		Director
Panagiotis Lazaretos
Dated as of: May 16, 2025

/s/ Antonio Calisto Pato		Chief Financial Officer,
Antonio Calisto Pato		Treasurer and Secretary (Principal Financial and Accounting Officer)
Dated as of: May 16, 2025

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

SPAR Group, Inc.

Auburn Hills, MI

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of SPAR Group, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition

As indicated in Note 2 to the consolidated financial statements, the Company generates revenues by providing merchandising services to its customers, generally on a daily, weekly, or monthly basis. The Company recognizes revenues as the services are performed based on the contractually specified rate-per-driver metric(s) (i.e., rate per hour, rate per store visit or rate per unit stocked). For the year ended December 31, 2024, the Company’s net revenues were $196.8 million.

We identified revenue recognition from merchandising services as a critical audit matter due to the large volume of customer contracts and transactions. The principal consideration for our determination is the increased extent of auditor effort involved in performing procedures and evaluating audit evidence related to the Company’s revenue recognition.

The primary procedures we performed to address this critical audit matter included:

●

Testing the accuracy and existence of revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents such as customer contracts, invoices, cash receipts, and other documents for each applicable per-driver metric (i.e., hours worked, store visits, or units stocked).

●

Testing the cut off of revenue recognized for a sample of revenue transactions prior to and subsequent to December 31, 2024.

/s/ BDO USA, P.C.

We have served as the Company's auditor since 2013.

Troy, Michigan

May 16, 2025

SPAR Group, Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive (Loss) Income

(In thousands, except per share data)

	*Year Ended December 31,*
	*2024*			*2023*
Net revenues	$	196,814		$	262,747
Related Party - Cost of revenues		-			5,197
Cost of revenues		158,357			202,070
Gross profit		38,457			55,480
Selling, general and administrative expense		37,265			43,673
(Gain) / Loss on sale of business		(1,348	)		408
Depreciation and amortization		1,616			2,001
Operating income		924			9,398
Interest expense		2,222			1,919
Other expenses, net		171			346
Income (loss) before income tax expense		(1,469	)		7,133

Income tax expense		1,218			2,357
Net income (loss)		(2,687	)		4,776
Net (income) attributable to non-controlling interest		(463	)		(874	)
Net income (loss) attributable to SPAR Group, Inc.	$	(3,150	)	$	3,902
Basic earnings (loss) per common share attributable to SPAR Group, Inc.	$	(0.13	)	$	0.17
Diluted earnings (loss) per common share attributable to SPAR Group, Inc.	$	(0.13	)	$	0.16
Weighted average common shares – basic		23,555			23,333
Weighted average common shares – diluted		23,729			24,455

Net income (loss)	$	(2,687	)	$	4,776
Other comprehensive income (loss):

Foreign currency translation adjustments		(1,553	)		1,283
Comprehensive income (loss)		(4,240	)		6,059
Comprehensive (income) attributable to non-controlling interest		(172	)		(317	)
Comprehensive income (loss) attributable to SPAR Group, Inc.	$	(4,412	)	$	5,742

See accompanying notes to the Company's consolidated financial statements.

SPAR Group, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data)

	*December 31, 2024*			*December 31, 2023*
Assets
Current assets:
Cash and cash equivalents	$	18,221		$	10,719
Accounts receivable, net		24,766			59,776
Prepaid expenses and other current assets		3,009			5,614
Total current assets		45,996			76,109

Property and equipment, net		2,015			2,871
Operating lease right-of-use assets		630			2,323
Goodwill		856			1,382
Intangible assets, net		841			1,180
Deferred income taxes		4,259			4,687
Other assets		1,834			1,729
Total assets	$	56,431		$	90,281

Liabilities and equity
Current liabilities:
Accounts payable	$	8,767		$	9,488
Accrued expenses and other current liabilities		3,533			15,274
Due to affiliates		-			3,205
Customer incentives and deposits		892			1,905
Lines of credit and short-term loans		16,082			17,530
Current portion of long-term debt		500			-
Current operating lease liabilities		276			1,163
Total current liabilities		30,050			48,565
Operating lease liabilities, less current portion		353			1,160
Long-term debt		1,722			310
Total liabilities		32,125			50,035

Commitments and contingencies – See Note 6

Equity:
SPAR Group, Inc. equity
Preferred stock, Series - B. $.01 par value:
Authorized and available shares– 2,000,000 Issued and outstanding shares– 0 at December 31, 2024 and 650,000 at December 31, 2023		–			7
Common stock, $.01 par value:
Authorized shares – 47,000,000 Issued and outstanding shares – 23,449,701 at December 31, 2024 and 23,240,959 at December 31, 2023		234			232
Treasury stock, at cost 1,205,485 shares at December 31, 2024 and 205,485 Shares at December 31, 2023		(2,075	)		(285	)
Additional paid-in capital		19,886			21,004
Accumulated other comprehensive (loss)		(1,198	)		(3,341	)
Retained earnings		7,459			10,609
Total SPAR Group, Inc. equity		24,306			28,226
Non-controlling interest		-			12,020
Total equity		24,306			40,246
Total liabilities and equity	$	56,431		$	90,281

See accompanying notes to the Company's consolidated financial statements.

SPAR Group, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity

(In thousands)

	*Common Stock*						*Series B Preferred Stock*						*Treasury Stock*					*Additional Paid-In*			*Accumulated Other Comprehensive*			*Retained*			*Non- Controlling*			*Total*
	*Shares*			*Amount*			*Shares*			*Amount*			*Shares*		*Amount*			*Capital*			*Loss*			*Earnings*			*Interest*			*Equity*

Balance at January 1, 2023		22,961		$	229			855.00		$	9			205	$	(285	)	$	20,708		$	(4,941	)	$	6,707		$	15,634		$	38,061

Share-based compensation		–			–			–			–			–		–			297			–			–			–			297
Conversion of Series B convertible preferred stock		307			3			(205	)		(2	)		–		–			(1	)		–			–			–			–
Retirement of Shares		(27	)		–			–			–			–		–			–			–			–			–			–
Payments to Acquire NCI		–			–			–			–			–		–			–			–			–			(460	)		(460	)
Sale of Joint Ventures		–			–			–			–			–		–			–			–			–			(694	)		(694	)
Distribution to non-controlling investors		–			–			–			–			–		–			–			–			–			(3,017	)		(3,017	)
Other comprehensive income (loss), net of tax		–			–			–			–			–		–			–			1,600			–			(317	)		1,283
Net income		–			–			–			–			–		–			–			–			3,902			874			4,776
Balance at December 31, 2023		23,241		$	232			650		$	7			205	$	(285	)	$	21,004		$	(3,341	)	$	10,609		$	12,020		$	40,246

Share-based compensation		–			–			–			–			–		–			137			–			–			–			137
Conversion of Series B convertible preferred stock		975			10			(650	)		(7	)		–		–			(1	)		–			–			–			2
Exercise of stock options		233			2			–			–			–		–			(398	)		–			–			–			(396	)
Purchase of treasury shares		(1,000	)		(10	)		–			–			1,000		(1,790	)		–			–			–			–			(1,800	)
Sale of Joint Ventures		–			–			–			–			–		–			–			3,524			–			(10,616	)		(7,092	)
Purchase of non-controlling interest		–			–			–			–			–		–			(856	)		–			–			(1,695	)		(2,551	)
Other comprehensive income (loss), net of tax		–			–			–			–			–		–			–			(1,381	)		–			(172	)		(1,553	)
Net income (loss)		–			–			–			–			–		–			–			–			(3,150	)		463			(2,687	)
Balance at December 31, 2024		23,449		$	234		$	-		$	-			1,205	$	(2,075	)	$	19,886		$	(1,198	)		7,459		$	-		$	24,306

See accompanying notes to the Company's consolidated financial statements.

SPAR Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

	*Year Ended December 31,*
	*2024*			*2023*
Cash flows from operating activities:
Net income (loss)	$	(2,687	)	$	4,776
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		1,616			2,001
Amortization of operating lease assets		545			875
Provision for expected credit losses		128			88
Deferred income tax expense/(benefit)		(1,500	)		921
Share based compensation		137			297
(Gain) Loss on disposal of business		(1,348	)		408
Changes in operating assets and liabilities, net of business disposals:
Accounts receivable		(5,656	)		3,232
Prepaid expenses and other assets		(2,375	)		2,082
Accounts payable		6,958			(2,960	)
Operating lease liabilities		(541	)		(875	)
Accrued expenses, other current liabilities and customer incentives and deposits		4,058			(4,024	)
Net cash (used in) provided by operating activities		(665	)		6,821
Cash flows from investing activities:
Proceeds from sale of joint ventures, net of cash transferred		11,020			(1,027	)
Purchases of property and equipment and internal use software		(1,139	)		(1,242	)
Net cash provided by (used in) investing activities		9,881			(2,269	)
Cash flows from financing activities:
Borrowings under lines of credit		132,133			103,742
Repayments under lines of credit		(128,347	)		(104,845	)
Payment of notes to seller		(1,843	)		–
Repurchase of common stock		(1,800	)		–
Distribution to non-controlling investors		(1,315	)		(1,673	)
Payments to acquire noncontrolling interests		(500	)		(473	)
Proceeds from long-term debt		15			930
Payments on term debt		-			(701	)
Net cash (used in) financing activities		(1,657	)		(3,020	)

Effect of foreign exchange rate changes on cash		(58	)		(158	)
Net increase in cash and cash equivalents		7,502			1,374
Cash and cash equivalents at beginning of year		10,719			9,345
Cash and cash equivalents at end of year	$	18,221		$	10,719

Supplemental disclosure of cash flows information
Interest paid	$	2,059		$	2,331
Income taxes paid	$	277		$	1,585
Promissory notes issued to Resource Plus non-controlling interest	$	2,500		$	-

See accompanying notes to the Company's consolidated financial statements.

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

Principles of Consolidation

The Company consolidates its 100%-owned subsidiaries and all of the 51%-owned joint ventures in which the Company has a controlling financial interest. All significant intercompany transactions have been eliminated in the consolidated financial statements.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States ("US 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 Chief Executive Officer.

The Company provides similar merchandising, marketing and business services throughout the world and has three reportable regional segments: (i) Americas, which is comprised of United States, Canada, Brazil and Mexico; (ii) Asia-Pacific ("APAC”), which is comprised of Japan, China, and India; and (iii) Europe, Middle East and Africa ("EMEA”), which is comprised of South Africa. Certain corporate expenses have been allocated to segments based on each segment’s revenue as a percentage of total company revenue.

Variable Interest Entities

The Company consolidates all entities where a controlling financial interest exists. The Company has considered its relationships with its 51%-owned joint ventures to determine whether the Company has a variable interest in these entities, and if so, whether the Company is the primary beneficiary of the relationship. US GAAP requires variable interest entities ("VIEs”) to be consolidated if an entity’s interest in the VIE is a controlling financial interest. Under the variable model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with US GAAP.

All these entities have been disposed of by December 31, 2024.

Cash Equivalents

The Company considers all short-term, highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. There are no cash equivalents at December 31, 2024 or 2023.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances with high quality financial institutions and periodically evaluates the creditworthiness of such institutions. At times, the Company’s cash and cash equivalents balances with individual banking institutions are in excess of insured limits. The Company does not believe it is exposed to significant credit risk and the Company has not experienced any losses related to its cash and cash equivalents balances. No customer accounted for more than 10% of the Company’s net revenue for the years ended December 31, 2024 and December 31, 2023. No customer accounted for more than 10% of the Company’s accounts receivable, net as of December 31, 2024 and December 31, 2023.

Revenue Recognition

The Company generates its revenues by providing merchandising services to its clients. Revenues are recognized when the Company satisfies a performance obligation by transferring services promised in a contract to a customer and in an amount that reflects the consideration that the Company expects to receive in exchange for those services. Performance obligations in the Company’s contracts represent distinct or separate services that we provide to the Company’s customers; generally, the Company’s contracts have a single performance obligation. If, at the outset of an arrangement, the Company determines that a contract with enforceable rights and obligations does not exist, revenues are deferred until all criteria for an enforceable contract are met.

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

The Company’s merchandising services are provided over time, generally on a daily, weekly, or monthly basis, and transaction price is based on the contractually-specified rate-per-driver metric (i.e., rate per hour, rate per store visit, or rate per unit stocked). The Company recognizes revenues for its contracts based on the contractually-specified rate-per-driver metric(s) utilizing the right-to-invoice practical expedient because the Company has a right to consideration for merchandising services completed to date. In general, (i) Standard Merchandising Service Contracts have a duration of 1 to 3 years with indexed rate increases while individual brand projects can be added with less than 6 months duration. (ii) Retail Remodel Contracts typically auto-renew with annual project SOWs, with regional awards typically granted 6 to 12 months in advance and individual projects assigned quarterly/monthly. (iii) Fulfillment Contracts are typically an annual award and selected projects can be less than 6 months. (iv) Standard Assembly Service Agreements are 1 to 3 years in duration with indexed rates increases. Customer deposits, which are considered advances on future work, are deferred and recorded as revenue in the period in which the services are provided.

Unbilled Accounts Receivable

Unbilled accounts receivable represents services performed but not billed and are included as accounts receivable.

Allowance for Credit Losses

The Company continually monitors the collectability of its accounts receivable based upon current client credit information and financial condition. Balances that are deemed to be uncollectible after the Company has attempted reasonable collection efforts are written off through a charge to the allowance for credit losses and a credit to accounts receivable. Accounts receivable balances, net of any applicable reserves or allowances, are stated at the amount that management expects to collect from the outstanding balances. The Company provides for probable uncollectible amounts through a charge to earnings and a credit to allowance for credit losses based in part on management’s assessment of the current status of individual accounts.

Leases

The Company determines if a contract contains a lease at inception. The Company’s material operating leases consist of office space and equipment. The Company recognizes a right-of-use ("ROU”) asset and lease liability for operating leases with a term of greater than one year. The ROU asset is measured as the sum of (1) the present value of all remaining fixed and in-substance fixed payments using the rate implicit in the lease whenever that is readily determinable or the Company’s incremental borrowing rate, (2) any lease payments made at or before the commencement date (less any lease incentives received) and (3) any initial direct costs incurred. The lease liability is measured similarly to the ROU asset, but excludes any payments made before the commencement date and initial direct costs incurred. Lease terms include options to extend or terminate the lease if it is reasonably certain the Company will exercise these options. Expense for operating leases and leases with a term of one year or less is recognized on a straight-line basis over the term of the lease, unless another systematic and rational basis is more representative of the derivation of benefit from use of the leased property. Variable lease payments are recognized in the period in which the related obligation is incurred and consist primarily of payments for insurance and property taxes. Operating lease expense and variable lease payments are recorded in selling, general and administrative expense in the consolidated statements of operations and comprehensive income (loss).

Property and Equipment, Net

Property and equipment, including leasehold improvements, are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from three to seven years for equipment, three to seven years for furniture and fixtures, and three to five years for capitalized software costs. Leasehold improvements are depreciated over the shorter of their estimated useful lives or the related lease terms, which range from three to fifteen years. Maintenance and minor repairs are expensed as incurred.

Internal Use Software

The Company capitalizes certain costs associated with its internally developed software. The Company capitalizes the costs of materials and services incurred in developing or obtaining internal use software and such costs include, but are not limited to: the cost to purchase software, the cost to write program code, and payroll and related benefits for those employees who are directly involved with and who devote time to the Company’s software development projects. Capitalization of such costs begins during the application development stage once the preliminary project stage is complete, management authorizes and commits to funding the project, and it is probable that the project will be completed and that the software will be used to perform the function intended. Capitalization ceases when the project is substantially complete and ready for its intended purpose. Costs incurred during preliminary project and post-implementation stages, as well as software maintenance and training costs, are expensed in the period in which they are incurred.

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of the Company’s property and equipment and may not be recoverable. When indicators of potential impairment exist, the Company assesses the recoverability of the assets by estimating whether the Company will recover its carrying value through the undiscounted future cash flows generated by the use of the asset and its eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the asset, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset. If any assumptions, projections or estimates regarding any asset change in the future, the Company may have to record an impairment to reduce the net book value of such individual asset.

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Intangible Assets, Net

Intangible assets consist primarily of customer contracts and lists, trade names, patents and non-compete agreements, all of which have a finite useful life. Intangible assets are amortized based on the pattern in which the economic benefits of the intangible assets are estimated to be realized. When facts and circumstances indicate that the carrying value of definite-lived intangible assets may not be recoverable, the Company assesses the recoverability of the carrying value by preparing estimates of sales volume and the resulting profit and cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, the Company recognizes an impairment loss. The impairment loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the fair value.

Goodwill

Goodwill may result from business acquisitions. Goodwill is assigned to reporting units based on the expected benefit from the synergies arising from each business combination, determined by using certain financial metrics, including the forecast discounted cash flows associated with each reporting unit. The goodwill acquired in a business combination is allocated to the appropriate reporting unit as of the acquisition date. Goodwill is subject to annual impairment tests and interim impairment tests if impairment indicators are present. The Company performs the annual impairment test as of October 31^steach year. The impairment tests require the Company to first assess qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. The Company is not required to calculate the fair value of a reporting unit unless it determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. If it is determined that it is more likely than not, or if the Company elects not to perform a qualitative assessment, the Company proceeds with the quantitative assessment. Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill.

Treasury Stock

The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct the par value from the Company’s common stock and to reflect any excess of cost over par value as a reduction to additional paid-in capital (to the extent created by previous issuances of the shares).

Noncontrolling Interest

The Company recognizes noncontrolling interest related to VIEs, in which the Company is the primary beneficiary, as equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income or loss attributable to noncontrolling interests is included in consolidated net income on the face of the consolidated statements of operations and comprehensive loss. Changes in the parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. In addition, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss. Because these transactions take place between entities under common control, any gains or losses attributable to these transactions are required to be included within additional paid-in-capital on the consolidated balance sheets. During 2024 the company deconsolidated its entire controlling interest in all its VIEs. As of December 31, 2024, the company has no continuing involvement in these entities.

Advertising and Promotional Expenses

Advertising and promotional expenses are included in selling, general and administrative expenses within the consolidated statements of operations and comprehensive loss and are expensed when incurred. Advertising and promotional expenses were $41,352 and $9,466 during the years ended December 31, 2024 and 2023, respectively.

Share-Based Compensation

The Company measures all share-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense for those awards, over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis for the entire award. The fair value of stock options is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the fair market value of the Company’s common stock, expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield.

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive (loss) income in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The Company made a policy election to estimate the number of share-based compensation awards that are expected to vest to determine the amount of compensation expense recognized in earnings. Forfeiture estimates are revised if subsequent information indicates that the actual number of forfeitures is likely to differ from previous estimates.

Excess tax benefits are realized from the exercise of stock options and are reported as a financing cash inflow in the consolidated statement of cash flows.

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 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.

Income Taxes

Income tax provisions and benefits are made for taxes currently payable or refundable, and for deferred income taxes arising from future tax consequences of events that were recognized in the Company’s financial statements or tax returns and tax credit carry forwards. The effects of income taxes are measured based on enacted tax laws and rates applicable to periods in which the differences are expected to reverse. If necessary, a valuation allowance is established to reduce deferred income tax assets to an amount that will more likely than not be realized.

The calculation of income taxes involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step involves evaluating the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step involves estimating and measuring the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company has to determine the probability of various possible outcomes. The Company’s evaluation of uncertain tax positions is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which will require Companies to report additional segment information, including certain significant segment expenses, and permit the disclosure of additional measures of a segment’s profit or loss. The guidance was effective for the Company’s fiscal year beginning January 1, 2024 and for interim periods thereafter. The Company adopted ASU No. 2023-07 on January 1, 2024 and the impact was not material.

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Recently Issued Accounting Pronouncements Not Yet Adopted

In August 2023, the FASB issued ASU No. 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805):Recognition and Initial Measurement, which will require joint ventures to recognize and initially measure its assets and liabilities at fair value upon formation. The guidance will be effective for the Company prospectively for all joint venture formations on or after January 1, 2025. Early adoption and retrospective application is permitted. The Company does not believe adoption will have a material effect on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740):Improvements to Income Tax Disclosures, which will require Companies to report specific categories of rate-reconciliation, certain details of income taxes paid and of certain information by tax jurisdictions. The guidance will be effective for the Company’s fiscal year beginning January 1, 2025. The Company does not believe adoption will have a material effect on its consolidated financial statements and related disclosures.

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 does not believe adoption will have a material effect on its consolidated financial statements and related disclosures.

3. Supplemental Balance Sheet Information

	*December 31,*
Accounts receivable, net, consists of the following:	*2024*			*2023*
(in thousands)
Trade	$	12,059		$	51,567
Unbilled		9,284			6,537
Non-trade		3,834			3,133
Gross accounts receivable		25,177			61,237
Less allowance for credit losses		(411	)		(1,461	)
Accounts Receivable, net	$	24,766		$	59,776

	*December 31,*
Activity in allowance for credit losses	*2024*			*2023*
(in thousands)
Beginning balance in allowance for credit losses	$	1,461		$	1,654
Current provision for expected credit losses		128			261
Allowances associated with businesses sold		(12	)		(281	)
Write-offs charged against the allowance		(1,166	)		(126	)
Recoveries of amounts previously written off		-			(47	)
Ending balance in allowance for credit losses	$	411		$	1,461

	*December 31,*
Property and equipment consist of the following:	*2024*			*2023*
(in thousands)
Equipment	$	4,060		$	5,062
Furniture and fixtures		591			2,330
Leasehold improvements		384			366
Capitalized internal use software costs		18,967			18,336
		24,002			26,094
Less accumulated depreciation and amortization		(21,987	)		(23,223	)
Property and equipment, net	$	2,015		$	2,871

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

3. Supplemental Balance Sheet Information (continued)

Depreciation expense (including amortization of internal use software and intangible assets as described below) was $ 1.6 million and $ 2.0 million for the years ended December 31, 2024 and 2023, respectively. The Company capitalized $1.0 million and $1.0 million of costs related to internal use software in the years ended December 31, 2024 and 2023. The Company recognized approximately $1.3 million and $1.1 million of amortization expense related to internal use software for the years ended December 31, 2024 and 2023, respectively.

	*Americas*			*Asia-Pacific*		*EMEA*			*Total*
Goodwill
(in thousands)
Balance at January 1, 2023
Aggregate goodwill acquired	$	1,270			-		438			1,708
Change in goodwill due to impact of foreign currency		7			-		-			7
Sale of business		(333	)		-		-			(333	)
Balance at December 31, 2023		944			-		438			1,382
Change in goodwill due to impact of foreign currency		(6	)		-		-			(6	)
Sale of business		(82	)		–		(438	)		(520	)
Balance at December 31, 2024	$	856		$	-	$	-		$	856

Intangible Assets

	*December 31,*
Intangible assets consist of the following:	*2024*			*2023*
(in thousands)
Customer contracts and lists	$	-		$	3,011
Trade names		900			900
Patents		870			870
Gross intangible assets		1,770			4,781
Less accumulated amortization		(929	)		(3,601	)
Intangible assets, net	$	841		$	1,180

The decline in gross intangible assets of $3 million is due to the sale of the remaining international Joint Ventures.

The Company is amortizing its intangible assets over lives ranging from 5 to 25 years. Amortization expense for the years ended December 31, 2024 and 2023 was approximately $0.2 million and $0.4 million, respectively.

The annual amortization for each of the following years succeeding December 31, 2024 is summarized as follows (in thousands):

(in thousands)
Year	Amount
2025	$	133
2026		133
2027		36
2028		36
2029		36
Thereafter		467
Total	$	841

	*December 31,*
Accrued expenses and other current liabilities:	*2024*		*2023*
(in thousands)
Taxes payable	$	137	$	1,598
Accrued salaries and wages		1,644		9,206
Accrued accounting and legal expenses		-		1,018
Accrued third party labor		131		1,477
Other		1,621		1,975
Accrued expenses and other current liabilities	$	3,533	$	15,274

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

4. 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 July 1, 2022, the NM Loan Parties and NM executed and delivered a Fourth Modification Agreement, effective as of June 30, 2022 (the "Fourth Modification Agreement"), pursuant to which the NM Loan Parties and NM agreed to extend the NM Credit Facility from October 10, 2023, to October 10, 2024, and increased the amount of the US Revolving Credit Facility to $17.5 million while the Canada Revolving Credit Facility remained at CDN$1.5 million. In addition, the Fourth Modification Agreement permanently increased SMF's borrowing base availability for billed receivables to up to 90% from 85%, and unbilled receivables to up to 80% from 70%, and increased the cap on unbilled accounts for SMF to $6.5 million from $5.5 million.

On August 9, 2022, the NM Loan Parties and NM executed and delivered a Fifth Modification Agreement, effective immediately (the "Fifth Modification Agreement"), pursuant to which the NM Loan Parties and NM agreed to temporarily increase the borrowing base availability under the NM Credit Facility, and the NM Borrowers agreed to pay certain additional fees.

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 $28.0 million and increase the Canada Revolving Credit Facility to CDN$2.0 million. In addition, the Sixth Modification Agreement increased the cap on unbilled accounts in the borrowing base for SMF to $7.0 million from $6.5 million.

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 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 (1.90%) or an aggregate minimum of 6.75% per annum. In addition, the NM Borrowers are paying a facility fee to NM in an amount equal to: (i) for the year commencing on October 10, 2022, approximately $0.1 million plus 0.80% of the amount of any advances other than under the US Revolving Credit Facility plus an additional facility fee of $15,000 for every incremental $1.0 million of loan balance in excess of $21.0 million, and (ii) for the year commencing on October 10, 2023, approximately $0.2 million plus 0.80% of the amount of any advances other than under the US Revolving Credit Facility plus an additional facility fee of $15,000 for every incremental $1.0 million of loan balance in excess of $21.0 million. For the Sixth Modification Agreement, the NM Borrowers paid NM a fee of approximately $28,000 for the US and $3,000 for Canada.

As of December 31, 2024, the aggregate interest rate was 9.40% per annum and the aggregate outstanding loan balance was approximately $16.1 million, which is included within lines of credit and short-term loans in the consolidated balance sheets. The aggregate outstanding loan balance is divided between the US Revolving Credit Facility and the Canada Revolving Credit Facility as follows: (i) the outstanding loan balance under the US Revolving Credit Facility was approximately $14.8 million; and (ii) the outstanding loan balance under the Canada Revolving Credit Facility was approximately $1.3 million.

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 (i.e., SMF and SCC) and imposes limits on all of the NM Loan Parties (including SGRP) on non-ordinary course payments and transactions, incurring or guaranteeing indebtedness, increases in executive, officer or director compensation, capital expenditures and certain other investments. The NM Loan Parties were in compliance with such covenants as of December 31, 2024. 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, however, the obligations are not secured by any equity in, financial asset respecting or asset of any Excluded Subsidiary meaning each of the following direct or indirect subsidiaries of SGRP: (i) Resource Plus of North Florida, Inc. (“Resource Plus”), Mobex of North Florida, Inc., and Leasex, LLC, and their respective subsidiaries; (ii) NMS Retail Services ULC, which is an inactive Nova Scotia ULC; (iii) SPAR Group International, Inc.; (iv) SPAR FM Japan, Inc.; (v) SPAR International, Ltd.; (vi) each other subsidiary formed outside of the United States or Canada; and (vii) any other entity in which any such subsidiary is a partner, joint venture or other equity investor.

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

4. Debt (continued)

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 $3 million in annual payments over a five-year period. $0.25 million was paid within the five business days of closing, and the remaining $2.75 million will be paid pursuant to a Secured Promissory Note. The agreement resulted in the termination of all relevant shareholder and operating agreements, although specific confidentiality obligations remain effective for three years post-closing and specific mutual releases were provided. The purchase was closed and completed on May 1, 2024. As of December 31, 2024, $0.5 million has been paid and the remaining $2.2 million Promissory Note (net of discount) is outstanding and is reported on the balance sheet in current portion of long-term debt and long-term debt.

International Credit Facilities

In December 2020, SPAR (Shanghai) Marketing Management Company Ltd. ("SPAR China") secured a loan with Industrial Bank for 2.0 million Chinese Yuan. The loan was renewed in December 22 2023, with an expiration date in December 2024. In December 2021, SPAR China secured a loan with Industrial and Commercial Bank of China for 2.0 million Chinese Yuan. The loan was paid in July 2023 and a new loan was secured in November 2023 for 2.0 million Chinese Yuan with expiration date of November 2024. The company's controlling interest in the China JV was sold in the second quarter of 2024. This debt was deconsolidated at that time and remained with Chinese company. The Company no longer has any interest in SPAR China.

In March 2022, SGRP Meridian (Pty), Ltd. secured loans with Investec Bank Ltd, for 105 million South African Rand which expires July 2025. This loan is secured by the company's available cash and Accounts Receivable and is being repaid in monthly installments commensurate with an amortization schedule. The interest rate of 11.75% is calculated based on the South African Prime rate. As part of the agreement, SGRP Meridian is subject to covenant restrictions that mandate minimum levels of Debt to EBITDA, Asset and Accounts Receivable balances, and coverage ratios. The Company's controlling interest in the South Africa JV was sold in the first quarter of 2024. This debt was deconsolidated at that time and remained with South African company. The Company no longer has any interest in SGRP Meridian (Pty), Ltd.

Summary of the Company’s lines of credit and short-term loans (in thousands):

	*Interest Rate as of*			*Balance as of*		*Interest Rate as of*			*Balance as of*
	*December 31, 2024*			*December 31, 2024*		*December 31, 2023*			*December 31, 2023*
USA - North Mill Capital		9.40	%	$	16,082		10.40	%	$	12,475
USA - Resource Plus Sellers		4.30	%		500		1.85	%		1,120
South Africa - Investec Bank Ltd.		N/A			–		11.75	%		3,369
China- Industrial Bank		N/A			–		3.56	%		283
China- Industrial and Commercial Bank of China		N/A			–		4.00	%		283
Total				$	16,582				$	17,530

The effective interest rate on these instruments is not materially different from the stated rate.

Summary of Unused Company Credit and Other Debt Facilities (in thousands):

	December 31, 2024		December 31, 2023
Unused Availability:
United States	$	13,310	$	6,525
South Africa		N/A		2,064
Total Unused Availability	$	13,310	$	8,589

Summary of the Company's Long-term debt (dollars in thousands):

	Interest Rate			Balance		Interest Rate			Balance
	as of			as of		as of			as of
	December 31, 2024			December 31, 2024		December 31, 2023			December 31, 2023
USA - Resource Plus Seller Notes		4.30	%	$	1,722		N/A		$	-
South Africa - Investec Bank Ltd.		N/A			-		11.75	%		310
				$	1,722				$	310

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

5. Income Taxes

Beginning in 2018, the Tax Cuts and Jobs Act (the "Act”) included two (2) new U.S. corporate tax provisions, the global intangible low-taxed income regime ("GILTI”) and the base-erosion and anti-abuse tax ("BEAT”). The GILTI provision requires the Company to include in its U.S. income tax return non-U.S. subsidiary earnings in excess of an allowable return on the non-U.S. subsidiary’s tangible assets. The Company has elected to treat GILTI as a period cost. The Company evaluated the GILTI provision resulting in a financial statement impact of approximately $0.28 million and $0 for the year ended December 31, 2024 and December 31, 2023 respectively. The Company is below the three-year average gross receipts threshold for BEAT to apply.

Income (loss) before income taxes is summarized as follows (in thousands):

	*Year Ended December 31,*
	*2024*			*2023*
Domestic	$	1,234		$	(2,134	)
Foreign		(2,703	)		9,267
Total:	$	(1,469	)	$	7,133

The income tax expense (benefit) is summarized as follows (in thousands):

	*Year Ended December 31,*
	*2024*			*2023*
Current:
Federal	$	21		$	(54	)
Foreign		2,475			2,311
State		222			150

Deferred:
Federal		(1,196	)		(145	)
Foreign		(114	)		91
State		(190	)		4
Net expense	$	1,218		$	2,357

The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference are as follows (dollars in thousands):

	*Year Ended December 31,*
	*2024*			*Rate*			*2023*			*Rate*
Provision for income taxes at federal statutory rate	$	(309	)		21.0	%	$	1,498			21.0	%
State income taxes, net of federal benefit		32			(2.2	)%		123			1.7	%
Permanent differences		(45	)		3.1	%		282			4.0	%
Section 162(m) adjustment		245			(16.7	)%		55			0.8	%
Return to provision adjustment		(10	)		0.7	%		(339	)		(4.8	)%
Foreign tax rate differential		(157	)		10.7	%		877			12.3	%
GILTI tax		284			(19.3	)%		-			-
Sale of membership interest		-			0.0	%		149			2.1	%
Sale of foreign entities		102			(6.9	)%		-			-
Transaction costs		118			(8.0	)%		-			-
Withholding tax		1,046			(71.2	)%		-			-
Subpart F Income		213			(14.5	)%		-			-
Foreign tax credit		(556	)		37.8	%		-			-
Foreign disregarded income		292			(19.9	)%
Change in valuation allowance		(2	)		0.1	%		(268	)		(3.8	)%
Other		(35	)		2.4	%		(20	)		(0.3	)%
Net expense	$	1,218			-82.9	%	$	2,357			33.0	%

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

5. Income Taxes (continued)

Deferred taxes consist of the following (in thousands):	*December 31,*
	*2024*		*2023*
Deferred tax assets:
Net operating loss carry forwards	$	389	$	2,270
Capital loss carry forwards		–		58
Federal research and development credit		164		240
Foreign withholding tax		872		316
Accrued payroll		4		155
Transaction costs		753		-
Allowance for credit losses and other receivable		93		63
Share-based compensation expense		258		253
Business interest limitation		889		519
Operating lease liability		128		504
Capitalized software development costs		277		63
Other		891		1,371
Total deferred tax assets, gross		4,718		5,812
Valuation allowance		-		(242	)
Total deferred tax assets		4,718		5,570

Deferred tax liabilities:
Goodwill & Intangible assets of subsidiaries		291		324
Right to use asset		127		504
Depreciation		41		55
Total deferred tax liabilities		459		883
Net deferred income taxes	$	4,259	$	4,687

As of December 31, 2024, the Company’s deferred tax assets were primarily the result of the business interest limitation and transaction costs. The Company has gross U.S. Federal NOL carryforwards of $1.5 million and tax effected amount of $0.3 million. The $0.3 million U.S Federal NOL carryforward has no expiration date. The Company has a U.S. State NOL deferred tax asset of $0.1 million of varying expiration dates from 2024 to 2041. The Company has $0.1 million of US Research and Development credits with expiration dates ranging from 2031 to 2035. The Company has $0.9 million of US foreign tax credits with expiration dates ranging from 2033 to 2034.

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing net deferred tax assets. U.S.-based net deferred tax assets are approximately $4.2 million. Management continues to monitor its operating performance and currently believes that the achievement of the required future taxable income necessary to realize these deferred assets is more likely than not. Key considerations in this assessment include our expectation of continued improvements in U.S. operating results and the period of time available to generate future taxable income.

A reconciliation of the beginning and ending amount of uncertain tax position reserves is as follows (in thousands):

	*Year Ended December 31,*
	*2024*		*2023*
Beginning balance	$	54	$	46
Additions based on tax positions related to the current year		60		8
Ending balance	$	114	$	54

The provision for income taxes includes the impact of uncertain tax position reserves and changes to reserves that are considered appropriate. As of December 31, 2024, included in the balance of uncertain tax position reserves are $0.11 million of reserves that, if recognized, would affect the effective rate of income from continuing operations. Interest and penalties that the tax law requires to be paid on the underpayment of taxes should be accrued on the difference between the amount claimed or expected to be claimed on the return and the tax benefit recognized in the financial statements. The Company's policy is to record this interest and penalties as additional tax expense. We accrued penalties of $0.8 thousand and interest of $3 thousand during 2024 and in total, as of December 31, 2024 recognized a liability related to the uncertain tax position reserves noted above for penalties of $16 thousand and interest of $20 thousand. During 2023, we accrued penalties of $1 thousand and interest of $0.4 thousand and in total, as of December 31, 2023, recognized a liability of penalties of $15 thousand and interest of $17 thousand. Management does not expect in the next 12 months that the uncertain tax position reserves will significantly increase or decrease. Consistent with that expectation, interest and penalties related to the uncertain tax position reserve should not significantly increase.

Details of the Company's tax reserves at December 31, 2024 are outlined in the table below (in thousands). These reserves are presented on the balance sheet within accrued expenses and other current liabilities.

	Taxes		Interest		Penalty		Total Tax Liability
Domestic
State	$	114	$	20	$	16	$	150
Federal		–		–		–		–
International		–		–		–		–
Total reserve	$	114	$	20	$	16	$	150

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

5. Income Taxes (continued)

In management's view, the Company's tax reserves at December 31, 2024 and 2023, for potential domestic state tax liabilities were sufficient.

SPAR and its subsidiaries file numerous consolidated, combined and separate company income tax returns in the U.S. Federal jurisdiction and in many U.S. states and foreign jurisdictions. With few exceptions, SPAR is subject to U.S. Federal, state and local income tax examinations for the years 2021 through the present. Foreign entities are subject to tax audits that vary based on jurisdiction. However, tax authorities have the ability to review years prior to the position taken by the Company to the extent that SPAR utilized tax attributes carried forward from those prior years.

6. 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.

7. Common Stock

As of December 31, 2024, the Corporation's certificate of incorporation authorized the Corporation to issue 47,000,000 shares of common stock, par value $0.01 per share. The voting, dividend and liquidation rights of the holders of the Corporation's common stock are subject to and qualified by the rights, powers and preferences of the holders of the Corporation's Series B convertible preferred stock. Each share of the Corporation's common stock is entitled to one vote on all matters submitted to a vote of the Corporation's stockholders. Holders of the Corporation's common stock are entitled to receive dividends as may be declared by the Corporation's board of directors (the "Board"), if any, subject to the preferential dividend rights of the Corporation's Series B convertible preferred stock. No cash dividends had been declared or paid during the periods presented.

On March 28, 2024, the Board approved SGRP's repurchase of up to 2,500,000 of SGRP's Shares of Common Stock ("SGRP Shares") under the 2024 Stock Repurchase Program (the "2024 Stock Repurchase Program"), which repurchases would be made from time to time over a one-year period in the open market and through privately-negotiated transactions, subject to cash availability and general market and other conditions. 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 1,000,000 shares of SGRP's Common Stock from William H. Bartels, dated and effective as of April 30, 2024, at a purchase price of $1.80 per share (the Nasdaq closing price on April 29, 2024). Upon their repurchase those shares became Treasury Shares. Mr. Bartels is a Director and significant stockholder of SGRP, is one of the founders of the Company, and is an affiliate and related party of SGRP. There have been no other share repurchases to date under the 2024 Stock Repurchase Program.

8. Preferred Stock

The Corporation’s certificate of incorporation authorizes it to issue 3,000,000 shares of preferred stock with a par value of $0.01 per share, which may have such preferences and priorities over the Corporation’s common stock and other rights, powers and privileges as the Board of may establish in its discretion.

In January 2022, the Corporation filed a "Certificate of Designation of Series "B” Preferred Stock of SPAR Group, Inc.” (the "Preferred Designation”) with the Secretary of State of Delaware, which designation had been approved by the Board in January 2022. The Preferred Designation created a series of 2,000,000 shares of convertible preferred stock designated as "Series B” convertible preferred stock, par value of $0.01 per share.

The Series B convertible preferred stock do not carry any voting or dividend rights and upon vesting converted into the Corporation's common stock at a ratio of 1-to-1.5. The holders of the Series B convertible preferred stock had a liquidation preference over the Corporation's common stock and voted together for matters pertaining only to the Series B convertible preferred stock where only the holders of the Series B convertible preferred stock are entitled to vote. The holders of outstanding Series B Preferred Stock do not have the right to vote for directors or other matters submitted to the holders of the Corporation's common stock.

In January 2022, 2,000,000 shares of Series B convertible preferred stock were issued to the majority stockholders and related parties pursuant to the Change of Control, Voting and Restricted Stock Agreement.

During the year ended December 31, 2022, 1,145,247 shares of Series B convertible preferred stock converted to 1,717,870 shares of the Corporation's common stock. As of the year ended December 31, 2022, 854,753 shares of Series B convertible preferred stock were outstanding, which upon vesting would automatically convert into 1,282,129 shares of the Corporation's common stock.

During the year ended December 31, 2023, all of the remaining 854,753 shares of Series B convertible preferred stock vested and automatically became convertible into 1,282,129 shares of the Corporation's common stock of which 307,129 shares of the Corporation's Common Stock were issued prior to December 31, 2023. The remaining 975,000 shares of SGRP Common Stock were in the process of being issued and the remaining shares of Series B Preferred Stock were in the process of being returned and cancelled at December 31, 2023. These issuances and cancellations were completed during the quarter ending March 31, 2024.

SGRP may change or cancel the authorized Series B Preferred Stock, and to the extent it reduces such authorization without issuance, it can create other series of Preferred Stock with potentially different dividends, preferences and other terms.

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

9. Retirement Plans

The Company has a 401(k) Profit Sharing Plan covering substantially all eligible domestic employees. The Company made discretionary contributions of $0.1 million and $0.1 million for the years ended December 31, 2024 and 2023, respectively.

10. Related Party Transactions

Domestic Related Party Transactions

On December 1, 2021, the Corporation entered into the Agreement for Marketing and Advertising Services (the "WB Agreement") with WB Marketing, Inc. (the "Agent", and together with the Company, the "Parties"). The Agent is an entity owned and controlled by Mrs. Jean Matacunas who is the wife of President and Chief Executive Officer, Michael R. Matacunas. Mr. Matacunas is also a minority owner of the Agent. The service fees paid to WB Marketing for the years ended December 31, 2024 and 2023, were $104,000 and $103,000, respectively.

Prior to December 31, 2023, National Merchandising Services, LLC ("NMS"), was a consolidated domestic subsidiary of the Company owned jointly by SGRP and by National Merchandising of America, Inc. ("NMA"). Mr. Edward Burdekin was the Chief Executive Officer and President and a director of NMS and also an executive officer and director of NMA. Ms. Andrea Burdekin, Mr. Burdekin's wife, was the sole stockholder and also a director of both NMA and NMS. NMA was a related party of the Company but is not under the control of or consolidated with the Company. Mr. Burdekin's wife also owns National Remodel & Setup Services, LLC ("NRSS"). During the years ended December 31, 2023 and 2022, NRSS provided substantially all of the domestic merchandising specialist field force used by NMS. For those services, NMS reimbursed NRSS certain costs for providing those services plus a premium ranging from 4.0% to 10.0% of certain costs. NMS also leased office space from Mr. Burdekin's personal property. In December 2023, the Company sold its ownership interest in NMS.

On December 22, 2023, the Company entered into an agreement with National Retail Remodel Services (the "Buyer") to sell its 51% ownership interest in National Merchandising Services, LLC ("NMS") to the Buyer for total consideration of $1,441,004. The transaction closed on December 31, 2023. Per the agreement, the purchase price is due from the Buyer as follows: (1) a payment of $700,000 due immediately to the escrow agent upon closing, releasable to the Company in January 2024; (2) $523,000 in the form of the Buyer's promissory note due and payable on January 31, 2024; and (3) a payment of up to $209,004 contingent upon collection of an outstanding receivable. The $700,000 and $523,000 portions of consideration for this transaction are recorded in "Other Receivables" at December 31, 2023 and were received in first quarter of 2024. The Company’s December 31, 2023 financial results include a loss on this sale of approximately $427,000, primarily reflecting the write-off of remaining goodwill related to NMS. As of December 31st, 2024, payment upon collection of the outstanding receivables has not been made and attempts to collect are ongoing. The Company has not included the receivables related to this collection on its balance sheet.

Summary of Certain Related Party Transactions

The following costs of affiliates were charged to the Company (in thousands):

	Year Ended December 31,
	2024		2023
Services provided by affiliates:
National Remodel & Setup Services (NRSS) (1)	$	-	$	5,173
Consulting and administrative services (RJ Holdings) (2)		161		472
Office lease expenses (RJ Holdings) (2)		4		8
Consulting and administrative fees (SPARFACTS) (2)		-		112
Other (2)		50		178
Total services provided by affiliates	$	215	$	5,943

Due to affiliates consists of the following (in thousands):	December 31,
	2024		2023
Loans from local investors:(3)
China	$	-	$	2,316
Mexico		-		623
Resource Plus		-		266
Total due to affiliates	$	-	$	3,205

(1) Represent loans from the local investors into the Company's subsidiaries (representing their proportionate share of working capital loans). The loans have no payment terms and are due on demand.

(2) These expenses are reflected in "Selling, general, and administrative expense" expense in the consolidated statements of operations and comprehensive (loss) income.

(3) Represent loans from the local investors into the Company's subsidiaries (representing their proportionate share of working capital loans). The loans have no payment terms and are due on demand.

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

10. Related Party Transactions (continued)

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 ending December 31, 2024 (the "Five-Year Period"), for Mr. Bartels. The aggregate value of benefits payable to Mr. Bartels is approximately $0.2 million per year and a total of $1.1 million for the Five-Year Period. As of December 31, 2024 $23,000 of retirement benefits remains outstanding and is included within Accrued expenses and other current liabilities on the consolidated balance sheets.

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 1,000,000 shares of SGRP's Common Stock from William H. Bartels, dated and effective as of April 30, 2024, at a purchase price of $1.80 per share (the Nasdaq closing price on April 29, 2024).

Other Related Party Transactions and Arrangements

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 $3 million in annual payments over a five-year period. $0.3 million was paid within the five business days of closing, and the remaining $2.8 million will be paid pursuant to a Secured Promissory Note. The agreement resulted in the termination of all relevant shareholder and operating agreements, although specific confidentiality obligations remain effective for three years post-closing and specific mutual releases were provided. The purchase was closed and completed on May 1, 2024. As of December 31, 2024, $0.5 million has been paid and the remaining $2.2 million Promissory Note is outstanding and is reported on the balance sheet in long-term debt (including current portion).

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 51% by the Company and 49% by Friedshelf (Pty) Ltd., Lindicom Proprietary Limited, and Lindicom Empowerment Holdings Proprietary Limited ("Local Owners"). On February 7, 2024, the Company entered into an agreement to sell its 51% ownership interest in Meridian to the Local Owners for 180,700,000 South African Rand, 80% of which would be paid upon closing.

The closing conditions under that agreement were satisfied in all material respects by March 31, 2024. and on April 29, the Company received 144,560,000 South African Rand from the Local Buyers (or approximately $7.7 million). The remaining purchase price of approximately $1.9 million is recorded as other receivable on the balance sheet and will be paid on December 31, 2025, and its payment is secured by an irrevocable unconditional guarantee from Investec Bank Limited. The Company has also licensed certain technology (including SPARView) and trademarks to Meridian in connection with the sale. The Company recognized a pre-tax gain of approximately $7.2 million on this transaction, which is presented within “(Gain) / Loss on sale of business” in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The company has no continuing involvement in Meridian.

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 51% ownership interest in SPAR (Shanghai) Marketing Management Co., Ltd. to Shanghai Jingbo Enterprise Consulting Co., Ltd. and Shanghai Wedone Marketing Management Co. Ltd. The total price paid to the Company is $200,000. The sale was completed in April 2024. The Company has recognized a loss of $1.1 million in the second quarter of 2024 as a result of this transaction, which is presented within “(Gain) / Loss on sale of business” in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The company has no continuing involvement in SPAR (Shanghai) Marketing Management Co., Ltd.

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

10. Related Party Transactions (continued)

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 51 percent interest in its Brazilian joint venture subsidiary) for BRL 58.9 million or approximately $11.8 million. Closing of the sale occurred in June 2024. The Company has recognized a loss of $1.6 million in the second quarter of 2024 as a result of this transaction, which is presented within “(Gain) / Loss on sale of business” in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The company has no continuing involvement in the Brazilian Joint Venture.

Agreement to sell SPAR's 100% ownership interest in SPAR Japan

On July 23, 2024, the Company entered into an agreement to sell its 100% ownership interest in SPAR Japan for $500,000. The sale closed on August 30, 2024. The Company has recognized a loss of $0.7 million in the third quarter of 2024 as a result of this transaction, which is presented within “(Gain) / Loss on sale of business” in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The company has no continuing involvement in SPAR Japan.

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 51% ownership interest in its Indian Joint venture for $500,000. The sale closed on September 25, 2024. The Company has recognized a loss of $1.4 million in the third quarter of 2024 as a result of this transaction, which is presented within “(Gain) / Loss on sale of business” in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The company has no continuing involvement in the Indian Joint Venture.

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 51% ownership interest in its Mexican Joint venture for $417,000. The sale closed on December 19, 2024. The Company has recognized a loss of $1.1 million in the fourth quarter of 2024 as a result of this transaction, which is presented within “(Gain) / Loss on sale of business” in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The company has no continuing involvement in the Mexican Joint Venture.

11. Share Based Compensation

As of December 31, 2024, the Company has outstanding stock options and unvested restricted stock units granted under its 2008 Stock Compensation Plan, 2018 Stock Compensation Plan, 2020 Stock Compensation Plan and 2021 Stock Compensation Plan, which generally permitted stock-based awards under terms determined by the Company’s board of directors. Stock options and RSUs generally provided for vesting over service periods of one to four years, with option exercise prices generally equal to fair market value on the date of grant. As of December 31, 2024, no further shares were available under these plans for future awards. The Company also granted stock options and restricted stock units as inducements under contracts with selected executives.

SPAR Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

11. Share Based Compensation (continued)

Stock options

2008 Plan Summary

The Company’s 2008 Stock Compensation Plan, as amended, provides for equity-based awards to employees, directors, and eligible consultants. Awards under the Plan may take the form of incentive stock options, nonqualified stock options, restricted stock, restricted stock units (RSUs), stock appreciation rights (SARs), or other stock-based awards, all of which are classified as equity. Awards are generally settled by issuing shares of the Company’s common stock. Stock options and SARs are granted with exercise prices at least equal to the fair market value of the common stock on the grant date and typically have a contractual term of up to ten years. In accordance with ASC 718, the Company measures stock-based compensation expense for awards under the Plan at the grant-date fair value and recognizes it over the awards’ requisite service or performance period (generally the vesting period). The fair value of stock option and SAR grants is estimated on the grant date using the Black-Scholes option pricing model, while the fair value of restricted stock and RSUs is based on the market price of the Company’s stock at grant. Awards generally vest over a multi-year period of continuous service (e.g. four-year graded vesting for stock options) or upon achievement of specified performance goals, as applicable. Unvested awards are generally forfeited upon termination of employment or service, unless the Company’s Compensation Committee exercises its discretion to accelerate vesting or provide for alternative vesting arrangements in certain cases. The 2008 Plan Stock option award activity for the years ended December 31, 2024 and 2023 is summarized below for the periods presented.

						*Weighted-*
				*Weighted-*		*Average*		*Aggregate*
				*Average*		*Remaining*		*Intrinsic*
				*Exercise*		*Contractual*		*Value*
Option Awards	*Shares*			*Price*		*Term (Years)*		(thousands)
Outstanding at January 1, 2023		513,100		$	1.63		2.16	$	68
Granted		–			–		–		–
Exercised / cancelled		-			–		–		–
Forfeited or expired		(291,100	)		2.10		–		–
Outstanding at December 31, 2023		222,000			1.01		3.27		12
Granted		–
Exercised / cancelled		(79,000	)	$	0.97				98
Forfeited or expired		(56,000	)
Outstanding at December 31, 2024	$	87,000		$	1.01		2.66	$	73
Exercisable at December 31, 2024		87,000		$	1.01		2.66	$	73

The Company recognized no stock-based compensation expense relating to stock option awards during the years ended December 31, 2024 and 2023 for the 2008 plan. The total intrinsic value of shares exercised in 2024 was $98,000. The recognized tax benefit on stock-based compensation expense related to stock options during the years ended December 31, 2024 and 2023, was $0.

2018 Plan Summary

SPAR Group’s 2018 Stock Compensation Plan provides for stock-based awards including stock options, stock appreciation rights (“SARs”), restricted stock, and restricted stock units (“RSUs”). All awards under the plan are classified as equity instruments and are generally settled by issuing shares of the Company’s common stock. Stock options are granted with exercise prices at least equal to the fair market value of the stock on the grant date and have a contractual term of up to ten years. The fair value of stock option and SAR awards is measured on the grant date using the Black-Scholes option pricing model, and the fair value of restricted stock and RSU awards is determined based on the market price of the Company’s common stock on the grant date. Awards generally vest over the recipients’ requisite service period, often in equal annual installments over four years from the grant date. Stock-based compensation cost is measured at the grant-date fair value of awards and recognized as expense on a straight-line basis over the vesting period, net of estimated forfeitures. If an award is forfeited before it vests, any previously recognized compensation expense is reversed. The plan also provides for accelerated vesting of outstanding awards under certain conditions such as the participant’s death, disability, or a change in control, which would result in immediate recognition of any remaining unrecognized compensation cost. 2018 Plan Stock option award activity for the years ended December 31, 2024 and 2023 are summarized below.

						*Weighted-*
				*Weighted-*		*Average*		*Aggregate*
				*Average*		*Remaining*		*Intrinsic*
				*Exercise*		*Contractual*		*Value*
Option Awards	*Shares*			*Price*		*Term (Years)*		(thousands)
Outstanding at January 1, 2023		145,000		$	0.94		5.79	$	52
Granted		–			–		–		–
Exercised/cancelled		–			–		–		–
Forfeited or expired		–			–		–		–
Outstanding at December 31, 2023		145,000		$	0.94		4.79	$	26
Granted		–			–
Exercised		(75,000	)	$	0.99				90
Forfeited or expired		(30,000	)		–
Outstanding at December 31, 2024		40,000		$	0.93		3.80	$	40
Exercisable at December 31, 2024		40,000		$	0.93		3.80	$	26

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

11. Share Based Compensation (continued)

The Company recognized no stock-based compensation expense relating to stock option awards during the years ended December 31, 2024 and 2023 under the 2018 plan. The total intrinsic value of shares exercised in 2024 was $90,000. The recognized tax benefit on stock-based compensation expense related to stock options during the years ended December 31, 2024 and 2023, was $0.

2020 Plan Summary

Under the 2020 Stock Compensation Plan, SPAR Group grants equity-classified stock-based awards exclusively in the form of non-qualified stock options (NQSOs). The plan does not authorize incentive stock options, stock appreciation rights, restricted stock, or restricted stock units. Each option award is settled by issuing shares of the Company’s common stock upon exercise. In accordance with ASC 718, the Company measures stock-based compensation expense for stock options at the grant-date fair value of the award (estimated using the Black-Scholes option pricing model) and recognizes it over the requisite service period (generally the vesting period) on a straight-line basis. The total expense is adjusted for estimated forfeitures of awards to reflect only those options expected to vest. Stock options under the 2020 Plan generally vest in annual installments over approximately four years of continuous service. The options have a contractual term of five years from the grant date. If a participant’s service terminates before an option is fully vested, any unvested portion is forfeited (no acceleration occurs on termination). Vested options typically remain exercisable for up to three months following termination of service, including in cases of retirement, death, or disability. In the event of a participant’s death, any remaining unvested options become fully vested immediately and are exercisable for up to three months thereafter by the participant’s estate or legal representative. 2020 Plan Stock option award activity for the years ended December 31, 2024 and 2023 are summarized below.

						*Weighted-*
				*Weighted-*		*Average*		*Aggregate*
				*Average*		*Remaining*		*Intrinsic*
				*Exercise*		*Contractual*		*Value*
Option Awards	*Shares*			*Price*		*Term (Years)*		(thousands)
Outstanding at January 1, 2023		375,000		$	1.55		3.10	$	-
Granted		–			–		–		–
Exercised/cancelled		–			–		–		–
Forfeited or expired		(20,000	)		–		–		–
Outstanding at December 31, 2023		355,000		$	1.55		2.10	$	-
Granted		–			–		–		–
Exercised		(22,500	)		1.55				17
Forfeited or expired		(220,000	)		–		–		–
Outstanding at December 31, 2024		112,500		$	1.55		1.10	$	44
Exercisable at December 31, 2024		78,750		$	1.55		1.10	$	31

The Company recognized $19,500 and $47,000 in stock-based compensation expense relating to stock option awards during the years ended December 31, 2024 and 2023, respectively. The total intrinsic value of shares exercised in 2024 was $17,000.

As of December 31, 2024, total unrecognized stock-based compensation expense related to stock options was $2,200, which will be recognized by the end of 2025. The recognized tax benefit on stock-based compensation expense related to stock options during the years ended December 31, 2024 and 2023, was $5,800 and $12,000.

CEO Inducement Plan Summary

The Company granted a nonqualified stock option as an inducement award to the CEO, outside of the Company’s stockholder-approved equity plan. This stock option is classified as an equity award and carries a ten-year term. The grant-date fair value of the option was measured using the Black-Scholes option pricing model. The resulting compensation cost is recognized over the award’s requisite service period (the vesting period) on a straight-line basis. Vesting and Forfeiture Provisions: The option vested 100% on February 22, 2022. Upon vesting, any exercised portions were settled in shares of the Company’s common stock. The CEO Inducement Plan stock option award activity for the years ended December 31, 2024 and 2023 are summarized below.

Weighted-

Weighted-

Average

Aggregate

Average

Remaining

Intrinsic

Exercise

Contractual

Value

Option Awards

Shares

Price

Term (Years)

(thousands)

Outstanding at January 1, 2023

630,000

1.90

8.15

Granted

–

Exercised/cancelled

–

Forfeited or expired

–

Outstanding at December 31, 2023

630,000

1.90

7.15

Granted

–

Exercised

–

Forfeited or expired

–

Outstanding at December 31, 2024

630,000

1.90

6.15

Exercisable at December 31, 2024

630,000

1.90

6.15

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

11. Share Based Compensation (continued)

The Company recognized $0 stock-based compensation expense relating to stock option awards during the years ended December 31, 2024 and 2023. The recognized tax benefit on stock-based compensation expense related to stock options during the years ended December 31, 2024 and 2023, was $0.

As of December 31, 2024, there was no unrecognized share-based compensation expense related to stock options granted under the CEO Inducement Plan.

Restricted Stock Units

The following table summarizes the activity for Restricted Stock Unit (RSU) awards during the years ended December 31, 2024 and 2023.

				Weighted-
				Average
				Grant Date
				Fair Value
	Shares			per Share
Unvested at January 1, 2023		38,675		$	1.81
Granted		304,513			1.16
Vested		(100,337	)		1.20
Forfeited		(16,575	)		1.81
Unvested at December 31, 2023		226,276		$	1.19
Granted		57,143			1.75
Vested		(226,276	)		1.19
Forfeited		–			-
Unvested at December 31, 2024		57,143		$	1.75

During the years ended December 31, 2024 and 2023, the Company recognized approximately $117,500 and $235,000, respectively, of stock-based compensation expense related to RSUs. During the years ended December 31, 2024 and 2023, the total fair value of RSUs vested was $315,000 and $104,000, respectively. As of December 31, 2024, total unrecognized stock-based compensation expense related to unvested RSUs awards was $36,885, which is expected to be recognized over a weighted average period of approximately 0.3 years.

Phantom Stock Awards

The Corporation prepared a 2022 Stock Compensation Plan that would have included Awards for NQSOs and RSUs (as defined below), but that plan was never submitted to its shareholders for approval. However, the Board had previously approved, for certain key executives, incentive stock based awards for 2022 using RSUs or cash. Since there were no plan based RSUs available, those executives instead received phantom stock awards.

On and effective as of March 24, 2022, the Corporation issued an award of 111,111 Phantom Stock Units to each of its executives: Kori G. Belzer; William Linnane; and Ron Lutz. Each Phantom Stock Unit represents the right of the grantee to receive cash payments based on the fair market value of SGRP's Common Stock at the time of vesting. Vesting will occur in three tranches of one-third each over the three (3) year period following the Grant Date, provided that (i) the Grantee is an employee of the Company at the time and (ii) the Corporation has achieved 90% of the agreed upon the applicable financial target for the year commencing with 2022 (which was EBITDA for 2022), but tranches will rollover to the following year and be payable upon achievement of 120% of the agreed upon the applicable financial target for such following year. The Phantom Stock Units do not possess the rights of common stockholders of the Corporation, including any voting or dividend rights, and cannot be exercised or traded for the SGRP's Common Stock. Due to the cash settlement feature, the Phantom Stock Units are classified as liabilities in accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheet. Accrued expenses and other current liabilities on the Consolidated Balance Sheet included $0 and $0.6 million related to Phantom Stock Units as of December 31, 2024 and December 31, 2023, respectively.

12. Segment Information

The Company has three reportable geographic segments: Americas, Asia-Pacific, and EMEA. The Company’s Chief Executive Officer, who serves as the Chief Operating Decision Maker (CODM), regularly reviews financial information for each segment, including net revenues, selling, general and administrative expense, depreciation and amortization, interest expense, other expense (income), net, income (loss) before income tax expense, income tax expense (benefit), and net income (loss) attributable to SPAR Group, Inc. These measures are used by the CODM to assess segment performance, make decisions regarding resource allocation, and evaluate current operating results and long-term strategic opportunities in each geographic market.

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

12. Segment Information (continued)

(in Thousands)	*Year Ended December 31,*
	*2024*			*2023*
Net revenues
Americas	$	177,232		$	203,705
Asia - Pacific		11,305			24,480
EMEA		8,277			34,562
Total Net revenues	$	196,814		$	262,747

Selling, general and administrative expense
Americas	$	33,020		$	30,213
Asia - Pacific		3,107			8,437
EMEA		1,138			5,023
Total Selling, general and administrative expense	$	37,265		$	43,673

Operating Income (loss)
Americas	$	1,821		$	7,240
Asia - Pacific		(999	)		(599	)
EMEA		102			2,757
Total Operating Income (loss)	$	924		$	9,398

Interest expense
Americas	$	65		$	1,388
Asia - Pacific		2,157			122
EMEA		-			409
Total Interest expense	$	2,222		$	1,919

Other expense (income), net
Americas	$	(1,083	)	$	1,070
Asia - Pacific		1,254			(759	)
EMEA		-			35
Total Other expense (income), net	$	171		$	346

Income (loss) before income tax expense
Americas	$	(4,990	)	$	4,304
Asia - Pacific		6,338			236
EMEA		(2,817	)		2,593
Total Income (loss) before income tax expense	$	(1,469	)	$	7,133

Income tax expense (benefit)
Americas	$	1,243		$	1,543
Asia - Pacific		(64	)		62
EMEA		39			752
Total Income tax expense (benefit)	$	1,218		$	2,357

Net income (loss)
Americas	$	(6,233	)	$	3,236
Asia - Pacific		6,402			(24	)
EMEA		(2,856	)		1,564
Total Net income (loss)	$	(2,687	)	$	4,776

Net income (loss) attributable to non-controlling interest
Americas	$	277		$	(492	)
Asia - Pacific		(104	)		33
EMEA		290			1,333
Total Net income (loss) attributable to non-controlling interest	$	463		$	874

Net Income (loss) attributable to SPAR Group, Inc.
Americas	$	(6,510	)	$	3,729
Asia - Pacific		6,506			(57	)
EMEA		(3,146	)		230
Total Net Income (loss) attributable to SPAR Group, Inc.	$	(3,150	)	$	3,902

Depreciation and amortization:
Americas	$	1,518		$	1,737
Asia - Pacific		66			94
EMEA		32			170
Total Depreciation and amortization:	$	1,616		$	2,001

Capital expenditures:
Americas	$	1,134		$	1,077
Asia - Pacific		5			71
EMEA		-			101
Total Capital expenditures:	$	1,139		$	1,249

There were no inter-segment sales for 2024 or 2023.

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

12. Segment Information (continued)

	*December 31,*
	*2024*		*2023*
Assets:
Americas	$	56,431	$	71,372
Asia - Pacific		-		13,361
EMEA		-		5,548
Total assets	$	56,431	$	90,281

Geographic Data (in thousands)

	*Year Ended December 31,*
	*2024*					*2023*
Net international revenue:			% of consolidated net revenue					% of consolidated net revenue

United States	$	117,507		59.7	%	$	104,647		39.8	%
Brazil		33,185		16.9	%		74,873		28.5	%
South Africa		8,277		4.2	%		34,562		13.2	%
Mexico		12,235		6.2	%		11,691		4.4	%
China		2,698		1.4	%		10,167		3.9	%
Japan		3,778		1.9	%		6,256		2.4	%
India		4,829		2.5	%		6,148		2.3	%
Canada		14,305		7.2	%		12,494		4.8	%
Australia		-		0.0	%		1,909		0.7	%
Total net international revenue	$	196,814		100.0	%	$	262,747		100.0	%

(in thousands)	*Year Ended December 31,*
	*2024*		*2023*
Long lived assets:
Americas	$	4,479	$	4,585
Asia - Pacific		-		1,015
EMEA		-		745
Total long lived assets	$	4,479	$	6,345

13. Earnings Per Share

The following table sets forth the computations of basic and diluted earnings per share (in thousands, except per share data):

	Year Ended December 31,
	2024			2023
Numerator:
Net income (loss) attributable to SPAR Group, Inc.	$	(3,150	)	$	3,902

Denominator:
Shares used in basic net income per share calculation		23,555			23,333
Effect of diluted securities:
Stock options and unvested restricted shares		174			147
Convertible Series B Preferred Stock		–			975
Shares used in diluted net income per share calculations		23,729			24,455

Basic net income (loss) per common share:	$	(0.13	)	$	0.17
Diluted net income (loss) per common share:	$	(0.13	)	$	0.16

The Company excluded 103,000 stock options and 71,000 RSUs from the computation of diluted net loss per share for the year ended December 31, 2024 because including them would have had an anti-dilutive effect.

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

14. 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):

		*Year Ended*		*Year Ended*
Lease Costs	*Classification*	*December 31, 2024*		*December 31, 2023*
Operating lease cost	Selling, General and Administrative Expense	$	545	$	875
Short-term lease cost	Selling, General and Administrative Expense		370		378
Total lease cost		$	915	$	1,253

The following includes supplemental information for the periods presented (in thousands).

	*Year Ended*		*Year Ended*
	*December 31, 2024*		*December 31, 2023*

Operating cash flows from operating leases	$	545	$	875

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	-	$	2,229

Balance sheet information related to leases consisted of the following as of the periods presented (in thousands):

Leases	December 31, 2024			December 31, 2023
Assets:
Operating lease right-of-use assets	$	630		$	2,323
Liabilities:
Current portion of operating lease liabilities		276			1,163
Non-current portion of operating lease liabilities		353			1,160
Total operating lease liabilities	$	629		$	2,323

Weighted average remaining lease term - operating leases (in years)		2.64			2.64
Weighted average discount rate - operating leases		7.7	%		8.8	%

SPAR Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)

14. Leases (continued)

The following table summarizes the maturities of lease liabilities as of December 31, 2024 (in thousands):

For the Year Ended December 31,	Amount
2025	$	331
2026		165
2027		139
2028		87
2029		-
Thereafter		-
Total future operating lease liability	$	722
Less: present value discount		(93	)
Present value of operating lease liabilities	$	629

15. Subsequent Events

Potential Going Private Transaction

As previously announced, on August 30, 2024, the Corporation entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Highwire Capital, LLC, a Texas limited liability company ("Highwire"), and Highwire Merger Co. I, Inc., a Delaware corporation and a wholly owned subsidiary of Highwire ("Merger Sub"), pursuant to which Highwire will acquire all of the stock of the Corporation for $2.50 per fully diluted share in cash, representing an aggregate purchase price of $58,000,000 (subject to certain adjustments) (the “Merger Consideration”), upon the closing of the Merger Agreement and the transactions contemplated thereby (“Merger Transaction”).

The board of directors of the Corporation (the "Board") established a special committee (the "Special Committee") to, among other things, evaluate the advisability and fairness of strategic alternatives to the Corporation and its stockholders (including unaffiliated stockholders of the Corporation). The Special Committee eventually received, negotiated and approved the letter of intent from Highwire previously announced on June 5, 2024, which led to the negotiation of the Merger Agreement.

The Special Committee and the Board approved the execution, delivery and performance by the Corporation of the Merger Transaction. The SGRP stockholders approved the Merger Transaction on October 25, 2024.

The parties to the Merger Agreement are working to finalize the closing of the Merger Transaction. The Merger Agreement currently allows until May 30, 2025, to close the Merger Transaction. If the Corporation terminates the Merger Agreement because all closing conditions are satisfied and Highwire fails to close within five business days following written confirmation from the Corporation that it is prepared to close, then Highwire shall pay to the Corporation a termination fee of 3% of the Merger Consideration.

16. Restatement (Unaudited)

Prior to the filing of the Company’s December 31, 2024 Form 10-K, management determined that there was an error in the reported gain on sale of its joint venture in Brazil during the quarter ended June 30, 2024, which resulted in the gain being overstated and additional paid in capital being understated. The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the unaudited quarterly condensed consolidated financial statements for the quarterly periods ended June 30, 2024 and September 30, 2024. The following presents the restated unaudited quarterly condensed financial statements as of June 30, 2024 and September 30, 2024 and for the three and six month periods ended June 30, 2024 and the three and nine month periods ended September 30, 2024.

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

June 30, 2024

As Previously Reported

Adjustment

Restated

Assets

Current assets:

Cash and cash equivalents

21,695

Accounts receivable, net

37,963

Prepaid expenses and other current assets

2,117

Total current assets

61,775

Property and equipment, net

2,467

Operating lease right-of-use assets

1,154

Goodwill

1,238

Intangible assets, net

718

Deferred income taxes, net

1,029

Other assets

1,644

Total assets

70,025

Liabilities and stockholders' equity

Current liabilities:

Accounts payable

7,211

Accrued expenses and other current liabilities

5,643

Due to affiliates

623

Customer incentives and deposits

4,541

Lines of credit and short-term loans

18,442

Current portion of operating lease liabilities

482

Total current liabilities

36,942

Operating lease liabilities, net of current portion

672

Long-term debt

1,711

Total liabilities

39,325

Commitments and contingencies – See Note 4

Stockholders' equity:

Series B convertible preferred stock, $0.01 par value per share: Authorized and available shares 3,000,000. Issued and outstanding shares 0 at June 30, 2024 and 650,000 at December 31, 2023

Common stock, $0.01 par value per share: 47,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 23,419,744 and 23,446,444 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

234

Treasury stock, at cost, 1,205,485 shares as of June 30, 2024 and 205,485 as of December 31, 2023

(2,075

)

(2,075

)

Additional paid-in capital

13,338

7,518

20,856

Accumulated other comprehensive (loss)

(2,268

)

(2,268

)

Retained earnings

20,151

(7,518

)

12,633

Total stockholders' equity attributable to SPAR Group, Inc.

29,380

Non-controlling interest

1,320

Total stockholders’ equity

30,700

Total liabilities and stockholders’ equity

70,025

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

September 30, 2024

As Previously Reported

Adjustment

Restated

Assets

Current assets:

Cash and cash equivalents

19,652

Accounts receivable, net

37,777

Prepaid expenses and other current assets

3,078

Total current assets

60,507

Property and equipment, net

2,142

Operating lease right-of-use assets

838

Goodwill

1,238

Intangible assets, net

693

Deferred income taxes, net

Other assets

1,978

Total assets

67,396

Liabilities and stockholders' equity

Current liabilities:

Accounts payable

9,220

Accrued expenses and other current liabilities

3,713

Due to affiliates

623

Customer incentives and deposits

1,678

Lines of credit and short-term loans

18,538

Current portion of operating lease liabilities

508

Total current liabilities

34,280

Operating lease liabilities, net of current portion

330

Deferred income taxes, net

1,707

Long-term debt

1,538

Total liabilities

37,855

Commitments and contingencies – See Note 4

Stockholders' equity:

Series B convertible preferred stock, $0.01 par value per share: Authorized and available shares 3,000,000. Issued and outstanding shares 0 at June 30, 2024 and 650,000 at December 31, 2023

234

Treasury stock, at cost, 1,205,485 shares as of June 30, 2024 and 205,485 as of December 31, 2023

(2,075

)

(2,075

)

Additional paid-in capital

13,151

7,556

20,707

Accumulated other comprehensive (loss)

(2,022

)

(2,022

)

Retained earnings

20,007

(7,556

)

12,451

Total stockholders' equity attributable to SPAR Group, Inc.

29,295

Non-controlling interest

246

Total stockholders’ equity

29,541

Total liabilities and stockholders’ equity

67,396

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(In thousands, except per share data)

Three Months Ended

June 30, 2024

As Previously Reported

Adjustment

Restated

Net revenues

57,290

Related party - cost of revenues

Cost of revenues

46,297

Gross profit

10,993

Selling, general and administrative expense

9,541

(Gain) / Loss on sale of business

(4,919

)

7,518

2,599

Depreciation and amortization

478

Operating income (loss)

5,893

(7,518

)

(1,625

)

Interest expense

567

Other (income), net

(296

)

(296

)

Income (loss) before income tax expense

5,622

(7,518

)

(1,896

)

Income tax expense

1,547

Net income (loss)

4,075

(7,518

)

(3,443

)

Net (income) attributable to non-controlling interest

(448

)

(448

)

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

3,627

(7,518

)

(3,891

)

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

0.15

(0.32

)

(0.16

)

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

0.15

(0.31

)

(0.16

)

Weighted-average common shares outstanding – basic

23,786

Weighted-average common shares outstanding – diluted

24,010

Net income (loss)

4,075

(7,518

)

(3,443

)

Other comprehensive income

Foreign currency translation adjustments

1,372

–

1,372

Comprehensive income (loss)

5,447

(7,518

)

(2,071

)

Comprehensive (income) attributable to non-controlling interest

(393

)

(393

)

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

5,054

(7,518

)

(2,464

)

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(In thousands, except per share data)

	*Three Months Ended*
	*September 30, 2024*
	*As Previously Reported*			*Adjustment*			*Restated*

Net revenues	$	37,788		$	-		$	37,788
Related party - cost of revenues		-			-			-
Cost of revenues		29,346			-			29,346
Gross profit		8,442			-			8,442
Selling, general and administrative expense		8,558			-			8,558
Loss on sale of business		922			38			960
Depreciation and amortization		454			-			454
Operating (loss)		(1,492	)		(38	)		(1,530	)
Interest expense		582			-			582
Other expense, net		472			-			472
(Loss) before income tax benefit		(2,546	)		(38	)		(2,584	)

Income tax benefit		(2,314	)		-			(2,314	)
Net (loss)		(232	)		(38	)		(270	)
Net loss attributable to non-controlling interest		88			-			88
Net (loss) attributable to SPAR Group, Inc.	$	(144	)	$	(38	)	$	(182	)
Basic (loss) per common share attributable to SPAR Group, Inc.	$	(0.01	)	$	(0.00	)	$	(0.01	)
Diluted (loss) per common share attributable to SPAR Group, Inc.	$	(0.01	)	$	(0.00	)	$	(0.01	)
Weighted-average common shares outstanding – basic		23,435			23,435			23,435
Weighted-average common shares outstanding – diluted		23,435			23,435			23,435

Net (loss)	$	(232	)	$	(38	)	$	(270	)
Other comprehensive loss
Foreign currency translation adjustments		(72	)		–			(72	)
Comprehensive (loss)		(304	)		(38	)		(342	)
Comprehensive loss attributable to non-controlling interest		45			-			45
Comprehensive (loss) attributable to SPAR Group, Inc.	$	(259	)	$	(38	)	$	(297	)

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(In thousands, except per share data)

Six Months Ended

June 30, 2024

As Previously Reported

Adjustment

Restated

Net revenues

125,984

Related party - cost of revenues

Cost of revenues

102,448

Gross profit

23,536

Selling, general and administrative expense

19,158

(Gain) / Loss on sale of business

(12,076

)

7,518

(4,558

)

Depreciation and amortization

989

Operating income (loss)

15,465

(7,518

)

7,947

Interest expense

1,097

Other (income), net

(288

)

(288

)

Income (loss) before income tax expense

14,656

(7,518

)

7,138

Income tax expense

3,401

Net income (loss)

11,255

(7,518

)

3,737

Net (income) attributable to non-controlling interest

(1,002

)

(1,002

)

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

10,253

(7,518

)

2,735

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

0.43

(0.32

)

0.12

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

0.43

(0.31

)

0.11

Weighted-average common shares outstanding – basic

23,670

Weighted-average common shares outstanding – diluted

23,873

Net income (loss)

11,255

(7,518

)

3,737

Other comprehensive loss

Foreign currency translation adjustments

(1,148

)

–

(1,148

)

Comprehensive income (loss)

10,107

(7,518

)

2,589

Comprehensive loss attributable to non-controlling interest

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

10,204

(7,518

)

2,686

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(In thousands, except per share data)

Nine Months Ended

September 30, 2024

As Previously Reported

Adjustment

Restated

Net revenues

163,771

Related party - cost of revenues

Cost of revenues

131,801

Gross profit

31,970

Selling, general and administrative expense

27,707

(Gain) / Loss on sale of business

(11,154

)

7,556

(3,598

)

Depreciation and amortization

1,443

Operating income (loss)

13,974

(7,556

)

6,418

Interest expense

1,678

Other expense, net

184

Income (loss) before income tax expense

12,112

(7,556

)

4,556

Income tax expense

1,088

Net income (loss)

11,024

(7,556

)

3,468

Net (income) attributable to non-controlling interest

(914

)

(914

)

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

10,110

(7,556

)

2,554

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

0.43

(0.32

)

0.11

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

0.43

(0.32

)

0.11

Weighted-average common shares outstanding – basic

23,591

Weighted-average common shares outstanding – diluted

23,768

Net income (loss)

11,024

(7,556

)

3,468

Other comprehensive loss

Foreign currency translation adjustments

(1,220

)

–

(1,220

)

Comprehensive income (loss)

9,804

(7,556

)

2,248

Comprehensive loss attributable to non-controlling interest

142

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

9,946

(7,556

)

2,390

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity

Three Months Ended June 30

(In thousands)

As Previously Reported	*Common Stock*						*Series B Convertible 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 March 31, 2024		24,216		$	242			-	$	-		205	$	(285	)	$	21,131		$	(4,659	)	$	16,524		$	7,103		$	40,056
Share-based compensation		-			-			-		-		-		-			128			-			-			-			128
Exercise of stock options		204			2			-		-		-		-			(403	)		-			-			-			(401	)
Sale of joint ventures		-			-			-		-		-		-			(7,518	)		1,412			-			(4,509	)		(10,615	)
Purchase of non-controlling interest		-			-			-		-		-		-			-			-			-			(2,115	)		(2,115	)
Purchase of treasury shares		(1,000	)		(10	)		-		-		1,000		(1,790	)		-			-			-			-			(1,800	)
Other comprehensive income		-			-			-		-		-		-			-			979			-			393			1,372
Net income		-			-			-		-		-		-			-			-			3,627			448			4,075
Balance at June 30, 2024		23,420		$	234			-	$	-		1,205	$	(2,075	)	$	13,338		$	(2,268	)	$	20,151		$	1,320		$	30,700

Adjustments

Sale of joint ventures		-			-			-		-		-		-			7,518			-			-			-			7,518
Net (loss)		-			-			-		-		-		-			-			-			(7,518	)		-			(7,518	)
Total Adjustments		-		$	-			-	$	-		0	$	-		$	7,518		$	-		$	(7,518	)	$	-		$	-

As Restated	*Common Stock*						*Series B Convertible 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 March 31, 2024		24,216		$	242			-	$	-		205	$	(285	)	$	21,131		$	(4,659	)	$	16,524		$	7,103		$	40,056
Share-based compensation		-			-			-		-		-		-			128			-			-			-			128
Exercise of stock options		204			2			-		-		-		-			(403	)		-			-			-			(401	)
Sale of joint ventures		-			-			-		-		-		-			-			1,412			-			(4,509	)		(3,097	)
Purchase of non-controlling interest		-			-			-		-		-		-			-			-			-			(2,115	)		(2,115	)
Purchase of treasury shares		(1,000	)		(10	)		-		-		1,000		(1,790	)		-			-			-			-			(1,800	)
Other comprehensive income		-			-			-		-		-		-			-			979			-			393			1,372
Net income (loss)		-			-			-		-		-		-			-			-			(3,891	)		448			(3,443	)
Balance at June 30, 2024		23,420		$	234			-	$	-		1,205	$	(2,075	)	$	20,856		$	(2,268	)	$	12,633		$	1,320		$	30,700

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity

Three Months Ended September 30

(In thousands)

As Previously Reported	*Common Stock*				*Series B Convertible 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 June 30, 2024		23,420	$	234		-	$	-		1,205	$	(2,075	)	$	13,338		$	(2,268	)	$	20,151		$	1,320		$	30,700
Share-based compensation		-		-		-		-		-		-			(149	)		-			-			-			(149	)
Exercise of stock options		28		-		-		-		-		-			-			-			-			-			-
Sale of joint ventures		-		-		-		-		-		-			(38	)		273			-			(941	)		(706	)
Purchase of non-controlling interest		-		-		-		-		-		-			-			-			-			-			-
Purchase of treasury shares		-		-		-		-		-		-			-			-			-			-			-
Other comprehensive income		-		-		-		-		-		-			-			(27	)		-			(45	)		(72	)
Net (loss)		-		-		-		-		-		-			-			-			(144	)		(88	)		(232	)
Balance at September 30, 2024		23,448	$	234		-	$	-		1,205	$	(2,075	)	$	13,151		$	(2,022	)	$	20,007		$	246		$	29,541

Adjustments

Balance at June 30, 2024		-	$	-		-	$	-		0	$	-		$	*7,518*		$	-		$	*(7,518*	)	$	-		$	-
Sale of joint ventures		-		-		-		-		-		-			38			-			-			-			38
Net (loss)		-		-		-		-		-		-			-			-			(38	)		-			(38	)
Total Adjustments		-	$	-		-	$	-		0	$	-		$	38		$	-		$	(38	)	$	-		$	-


As Restated	*Common Stock*				*Series B Convertible 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 June 30, 2024		23,420	$	234		-	$	-		1,205	$	(2,075	)	$	20,856		$	(2,268	)	$	12,633		$	1,320		$	30,700
Share-based compensation		-		-		-		-		-		-			(149	)		-			-			-			(149	)
Exercise of stock options		28		-		-		-		-		-			-			-			-			-			-
Sale of joint ventures		-		-		-		-		-		-			-			273			-			(941	)		(668	)
Purchase of non-controlling interest		-		-		-		-		-		-			-			-			-			-			-
Purchase of treasury shares		-		-		-		-		-		-			-			-			-			-			-
Other comprehensive (loss)		-		-		-		-		-		-			-			(27	)		-			(45	)		(72	)
Net (loss)		-		-		-		-		-		-			-			-			(182	)		(88	)		(270	)
Balance at September 30, 2024		23,448	$	234		-	$	-		1,205	$	(2,075	)	$	20,707		$	(2,022	)	$	12,451		$	246		$	29,541

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity

Six Months Ended June 30

(In thousands)

As Previously Reported	*Common Stock*						*Series B Convertible 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		23,241		$	232			650		$	7			205	$	(285	)	$	21,004		$	(3,341	)	$	10,609		$	12,020		$	40,246
Share-based compensation		-			-			-			-			-		-			256			-			-			-			256
Conversion of preferred stock to common stock		975			10			(650	)		(7	)							(1	)											2
Exercise of stock options		204			2			-			-			-		-			(403	)		-			-			-			(401	)
Sale of joint ventures		-			-			-			-			-		-			(7,518	)		2,124			(711	)		(9,490	)		(15,595	)
Purchase of non-controlling interest		-			-			-			-			-		-			-			-			-			(2,115	)		(2,115	)
Purchase of treasury shares		(1,000	)		(10	)		-			-			1,000		(1,790	)		-			-			-			-			(1,800	)
Other comprehensive (loss)		-			-			-			-			-		-			-			(1,051	)		-			(97	)		(1,148	)
Net income		-			-			-			-			-		-			-			-			10,253			1,002			11,255
Balance at June 30, 2024		23,420		$	234			-		$	-			1,205	$	(2,075	)	$	13,338		$	(2,268	)	$	20,151		$	1,320		$	30,700

Adjustments

Sale of joint ventures		-			-			-			-			-		-			7,518			-			-			-			7,518
Net (loss)		-			-			-			-			-		-			-			-			(7,518	)		-			(7,518	)
Total Adjustments		-		$	-			-		$	-			0	$	-		$	7,518		$	-		$	(7,518	)	$	-		$	-

As Restated	*Common Stock*						*Series B Convertible 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		23,241		$	232			650		$	7			205	$	(285	)	$	21,004		$	(3,341	)	$	10,609		$	12,020		$	40,246
Share-based compensation		-			-			-			-			-		-			256			-			-			-			256
Conversion of preferred stock to common stock		975			10			(650	)		(7	)		-		-			(1	)		-			-			-			2
Exercise of stock options		204			2			-			-			-		-			(403	)		-			-			-			(401	)
Sale of joint ventures		-			-			-			-			-		-			-			2,124			(711	)		(9,490	)		(8,077	)
Purchase of non-controlling interest		-			-			-			-			-		-			-			-			-			(2,115	)		(2,115	)
Purchase of treasury shares		(1,000	)		(10	)		-			-			1,000		(1,790	)		-			-			-			-			(1,800	)
Other comprehensive (loss)		-			-			-			-			-		-			-			(1,051	)		-			(97	)		(1,148	)
Net income		-			-			-			-			-		-			-			-			2,735			1,002			3,737
Balance at June 30, 2024		23,420		$	234			-		$	-			1,205	$	(2,075	)	$	20,856		$	(2,268	)	$	12,633		$	1,320		$	30,700

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity

Nine Months Ended September 30

(In thousands)

As Previously Reported	*Common Stock*						*Series B Convertible 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		23,241		$	232			650		$	7			205	$	(285	)	$	21,004		$	(3,341	)	$	10,609		$	12,020		$	40,246
Share-based compensation		-			-			-			-			-		-			107			-			-			-			107
Conversion of preferred stock to common stock		975			10			(650	)		(7	)							(1	)											2
Exercise of stock options		232			2			-			-			-		-			(403	)		-			-			-			(401	)
Sale of joint ventures		-			-			-			-			-		-			(7,556	)		2,397			(712	)		(10,431	)		(16,302	)
Purchase of non-controlling interest		-			-			-			-			-		-			-			-			-			(2,115	)		(2,115	)
Purchase of treasury shares		(1,000	)		(10	)		-			-			1,000		(1,790	)		-			-			-			-			(1,800	)
Other comprehensive (loss)		-			-			-			-			-		-			-			(1,078	)		-			(142	)		(1,220	)
Net income		-			-			-			-			-		-			-			-			10,110			914			11,024
Balance at September 30, 2024		23,448		$	234			-		$	-			1,205	$	(2,075	)	$	13,151		$	(2,022	)	$	20,007		$	246		$	29,541

Adjustments

Sale of joint ventures		-			-			-			-			-		-			7,556			-			-			-			7,556
Net (loss)		-			-			-			-			-		-			-			-			(7,556	)		-			(7,556	)
Total Adjustments		-		$	-			-		$	-			0	$	-		$	7,556		$	-		$	(7,556	)	$	-		$	-

As Restated	*Common Stock*						*Series B Convertible 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		23,241		$	232			650		$	7			205	$	(285	)	$	21,004		$	(3,341	)	$	10,609		$	12,020		$	40,246
Share-based compensation		-			-			-			-			-		-			107			-			-			-			107
Conversion of preferred stock to common stock		975			10			(650	)		(7	)		-		-			(1	)		-			-			-			2
Exercise of stock options		232			2			-			-			-		-			(403	)		-			-			-			(401	)
Sale of joint ventures		-			-			-			-			-		-			-			2,397			(712	)		(10,431	)		(8,746	)
Purchase of non-controlling interest		-			-			-			-			-		-			-			-			-			(2,115	)		(2,115	)
Purchase of treasury shares		(1,000	)		(10	)		-			-			1,000		(1,790	)		-			-			-			-			(1,800	)
Other comprehensive (loss)		-			-			-			-			-		-			-			(1,078	)		-			(142	)		(1,220	)
Net income		-			-			-			-			-		-			-			-			2,554			914			3,468
Balance at September 30, 2024		23,448		$	234			-		$	-			1,205	$	(2,075	)	$	20,707		$	(2,022	)	$	12,451		$	246		$	29,541

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

	*Six months ended June 30, 2024*
	*As Previously Reported*			*Adjustment*			*Restated*
Cash flows from operating activities:
Net income (loss)	$	11,255		$	(7,518	)	$	3,737
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		989			-			989
Amortization of operating lease right-of-use assets		310			-			310
Provision for expected credit losses		89			-			89
Deferred income tax expense		1,349			-			1,349
(Gain) / loss on sale of business		(12,076	)		7,518			(4,558	)
Share-based compensation		256			-			256
Changes in operating assets and liabilities:								-
Accounts receivable, net		(9,766	)		-			(9,766	)
Prepaid expenses and other current assets		(2,620	)		-			(2,620	)
Change in deferred taxes due to deconsolidation		2,307			-			2,307
Accounts payable		1,992			-			1,992
Operating lease liabilities		(310	)		-			(310	)
Accrued expenses, other current liabilities, due to affiliates and customer incentives and deposits		6,395			-			6,395
Net cash provided by operating activities	$	170		$	-		$	170

Cash flows from investing activities
Proceeds from sale of joint ventures, net of cash transferred		11,743			-			11,743
Purchases of property and equipment		(781	)		-			(781	)
Net cash provided by investing activities	$	10,962		$	-		$	10,962

Cash flows from financing activities
Borrowings under line of credit		69,117			-			69,117
Repayments under line of credit		(64,044	)		-			(64,044	)
Proceeds from term debt		26			-			26
Net cash settlement of stock options		-			-			-
Repurchases of common stock		(1,800	)		-			(1,800	)
Payments of notes to seller		(1,843	)		-			(1,843	)
Payments to acquire noncontrolling interests		(250	)		-			(250	)
Dividend on noncontrolling interest		(1,315	)		-			(1,315	)
Net cash (used in) financing activities	$	(109	)	$	-		$	(109	)

Effect of foreign exchange rate changes on cash		(48	)		-			(48	)
Net change in cash, cash equivalents and restricted cash		10,976			-			10,976
Cash, cash equivalents at beginning of period		10,719			-			10,719
Cash, cash equivalents at end of period	$	21,695		$	-		$	21,695

Supplemental disclosure of cash flows information:
Cash paid for interest	$	1,030		$	-		$	1,030
Cash paid for income taxes	$	277		$	-		$	277

SPAR Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

	*Nine months ended September 30, 2024*
	*As Previously Reported*			*Adjustment*			*Restated*
Cash flows from operating activities:
Net income (loss)	$	11,024		$	(7,556	)	$	3,468
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		1,443			-			1,443
Amortization of operating lease right-of-use assets		415			-			415
Provision for expected credit losses		133			-			133
Deferred income tax expense		4,577			-			4,577
(Gain) / loss on sale of business		(11,154	)		7,556			(3,598	)
Share-based compensation		107			-			107
Changes in operating assets and liabilities:								-
Accounts receivable, net		(5,843	)		-			(5,843	)
Prepaid expenses and other current assets		(2,383	)		-			(2,383	)
Accounts payable		3,832			-			3,832
Operating lease liabilities		(415	)		-			(415	)
Accrued expenses, other current liabilities, due to affiliates and customer incentives and deposits		(2,466	)		-			(2,466	)
Net cash (used by) operating activities	$	(730	)	$	-		$	(730	)

Cash flows from investing activities
Proceeds from sale of joint ventures, net of cash transferred		10,436			-			10,436
Purchases of property and equipment		(908	)		-			(908	)
Net cash provided by investing activities	$	9,528		$	-		$	9,528

Cash flows from financing activities
Borrowings under line of credit		103,184			-			103,184
Repayments under line of credit		(97,782	)		-			(97,782	)
Proceeds from term debt		16			-			16
Net cash settlement of stock options		-			-			-
Repurchases of common stock		(1,800	)		-			(1,800	)
Payments of notes to seller		(1,843	)		-			(1,843	)
Payments to acquire noncontrolling interests		(250	)		-			(250	)
Dividend on noncontrolling interest		(1,315	)		-			(1,315	)
Net cash provided by financing activities	$	210		$	-		$	210

Effect of foreign exchange rate changes on cash		(75	)		-			(75	)
Net change in cash, cash equivalents and restricted cash		8,933			-			8,933
Cash, cash equivalents at beginning of period		10,719			-			10,719
Cash, cash equivalents at end of period	$	19,652		$	-		$	19,652

Supplemental disclosure of cash flows information:
Cash paid for interest	$	1,640		$	-		$	1,640
Cash paid for income taxes	$	277		$	-		$	277