SPAR Group, Inc.: Form 10-Q for the period ended Sep 30, 2025

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this "Quarterly Report") contains "forward-looking statements" within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, made by, or respecting, SPAR Group, Inc. ("SGRP" or the "Corporation",) and its subsidiaries (and SGRP together with its subsidiaries may be referred to as "SPAR Group" or the "Company"). There also are forward-looking statements contained in: (a) SGRP's 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the "SEC") on July 17, 2025; and (b) SGRP's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and statements as and when filed with the SEC (including this Quarterly Report and the Annual Report, each a "SEC Report"). "Forward-looking statements" are defined in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable federal and state securities laws, rules and regulations, as amended (together with the Securities Act and Exchange Act, the "Securities Laws").

Readers can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Words such as "may," "will," "expect," "intend," "believe," "estimate," "anticipate," "continue," "plan," "project," or the negative of these terms or other similar expressions also identify forward-looking statements. Forward-looking statements made by the Company in this Quarterly Report and the Annual Report may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors ("Risks"). Those Risks include (without limitation): the impact of the Company's strategic review process or any resulting action or inaction; the impact of selling certain of the Company's subsidiaries or any resulting impact on revenues, earnings or cash; the impact of adding new directors or new finance team members; the potential negative effects of any stock repurchase and/or payment; the potential continuing negative effects of the COVID pandemic on the Company's business; the Company's potential non-compliance with applicable Nasdaq director independence, bid price or other rules; the Company's cash flow or financial condition; and plans, intentions, expectations, guidance or other information respecting the pursuit or achievement of the Company's corporate objectives. The Company's forward-looking statements also include (without limitation) those made (as applicable) in this Quarterly Report and the Annual Report in "Business", "Risk Factors", "Legal Proceedings", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Directors, Executive Officers and Corporate Governance", "Executive Compensation", "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters", and "Certain Relationships and Related Transactions, and Director Independence".

You should carefully review and consider the Company's forward-looking statements (including all risk factors and other cautions and uncertainties) and other information made, contained or noted in or incorporated by reference into this Quarterly Report, the Annual Report, and the other applicable SEC Reports, but you should not place undue reliance on any of them. The results, actions, levels of activity, performance, achievements or condition of the Company (including its affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation or other achievement, results, risks, trends or condition) and other events and circumstances planned, intended, anticipated, estimated or otherwise expected by the Company (collectively, "Expectations"), and our forward-looking statements (including all Risks) and other information reflect the Company's current views about future events and circumstances. Although the Company believes those Expectations and views are reasonable, the results, actions, levels of activity, performance, achievements or condition of the Company or other events and circumstances may differ materially from our Expectations and views, and they cannot be assured or guaranteed by the Company, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Company's control). In addition, new Risks arise from time to time, and it is impossible for the Company to predict these matters or how they may arise or affect the Company. Accordingly, the Company cannot assure you that its Expectations will be achieved in whole or in part, that it has identified all potential Risks, or that it can successfully avoid or mitigate such Risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in the Company's Common Stock.

These forward-looking statements reflect the Company's Expectations, views, Risks and assumptions only as of the date of this Quarterly Report and the Annual Report, and the Company does not intend, assume any obligation, or promise to publicly update or revise any forward- looking statements (including any Risks or Expectations) or other information (in whole or in part), whether as a result of new information, new or worsening Risks or uncertainties, changed circumstances, future events, recognition, or otherwise.

Overview of Our Business

SPAR Group is a leading merchandising and brand marketing services company, providing a broad range of sales enhancing services to retailers across most classes of trade and consumer goods manufacturers and distributors. The Company’s goal is to be the most creative, energizing and effective services company that drives sales, margins and operating efficiency for our brand and retail clients.

As of September 30, 2025, the Company operated in the United States and Canada. During 2024, the Company strategically exited joint ventures in Mexico, Brazil, South Africa, China, Japan and India.

With more than 50 years of experience and a diverse network of merchandising specialists around the world, the Company continues to grow its relationships with some of the world’s leading businesses. The combination of resource scale, deep expertise, advanced technology and unwavering commitment to excellence, separates the Company from the competition.

The Company is dedicated to delivering a spectrum of specialized services tailored to enhance retail operations and profitability in North America. Our team collaborates closely with clients to identify their primary goals, ensuring the execution of strategies that boost sales and profit margins. With a focus on merchandising and brand marketing, our specialists deploy a variety of programs aimed at maximizing product sell-through to consumers. These initiatives range from launching new products and setting up promotional displays to assembling fixtures and ensuring consistent stock availability, thus facilitating efficient reordering processes. Furthermore, we extend our expertise to sales enhancement and customer service improvement. As the retail landscape evolves, our team is adept at undertaking comprehensive store renovations and preparing new locations for their grand openings, ensuring they meet the modern consumer's expectations. Additionally, our distribution associates play a pivotal role in retail and consumer goods distribution centers, preparing these facilities for operation, optimizing system functionality, managing product logistics, and providing essential staffing solutions to meet our clients' needs effectively.

The Company’s business is led and operated from its headquarters in Charlotte, NC, with local leadership and offices in Canada.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are non-GAAP measures of our operating performance and should not be considered as an alternative to net income as a measure of financial performance or any other performance measure derived in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). "EBITDA" is defined as net income before (i) depreciation and amortization, (ii) interest expense, net, and (iii) income tax expense. "Adjusted EBITDA" is defined as EBITDA adjusted for (i) Board of Directors incremental compensation expense, (ii) restructuring, (iii) goodwill impairment, (iv) nonrecurring legal settlement costs and associated legal expenses unrelated to the Company's core operations, and (v) special items as determined by management. In evaluating Adjusted EBITDA for the three months and nine months ending September 30, 2025, management has included adjusted EBITDA from discontinued operations for the time period that such discontinued operations were still owned by the Company. These metrics area supplemental measures of our operating performance that is neither required by, nor presented in accordance with, U.S. GAAP.

We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our ongoing operating performance. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in our presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in future periods, and any such modification may be material. In addition, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries.

Our management believes Adjusted EBITDA is helpful in highlighting trends in our core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. We also use Adjusted to supplement U.S. GAAP measures of performance in the evaluation of the effectiveness of our business strategies and to make budgeting decisions.

Adjusted EBITDA has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations include:

• Adjusted EBITDA does not reflect our cash expenditure or future requirements for capital expenditures or contractual commitments;
• Adjusted EBITDA does not reflect changes in our cash requirements for our working capital needs;
• Adjusted EBITDA does not reflect the interest expense and the cash requirements necessary to service interest or principal payments on our debt;
• Adjusted EBITDA does not reflect cash requirements for replacement of assets that are being depreciated and amortized;
• Adjusted EBITDA does not reflect non-cash compensation, which is a key element of our overall long-term compensation;
• Adjusted EBITDA does not reflect the impact of certain cash charges or cash receipts resulting from matters we do not find indicative of our ongoing operations; and
• Other companies in our industry may calculate Adjusted EBITDA differently than we do.

The following is a reconciliation of our net income to Adjusted EBITDA for the periods presented:

(in thousands)

(1) Other one time expenses for the three months ended September 30, 2025 include legal expenses of $314K, restatement costs of $230K, and costs related to the strategic review of $415K. For the nine months ended September 30, 2025 other one time expenses include legal expenses of $328K, restatement costs of $230K, and costs related to the strategic review of $626K. Other one time expenses for the three months ended September 30, 2024 include costs related to the strategic review of $952K. For the nine months ended September 30, 2024 other one time expenses include costs related to the strategic review of $1,607K.

RESULTS OF OPERATIONS

The following table sets forth selected financial data and data as a percentage of Net revenues for the periods indicated (dollars in thousands):

For the three months ended September 30, 2025, compared to the three months ended September 30, 2024

18

Net Revenues

Net revenues for three months ended September 30, 2025 were $ 41.4 million, compared to $ 37.8 million for the three months ended September 30, 2024, an increase of $ 3.6 million, or 9.5%. Net revenues increased in the quarter, despite the sale of Mexico, Japan, and India. This increase in revenues was driven by continued growth in the US market.

Cost of Revenues

The Company's cost of revenues consists of its in-store labor and field management wages, related benefits, travel and other direct labor-related expenses and was 81.4% of net revenue for the three months ended September 30, 2025 compared to 77.7% of net revenues for the three months ended September 30, 2024.

Cost of revenues for the three months ended September 30, 2025 were $ 33.7 million, compared to $ 29.3 million for the three months ended September 30, 2024, an increase of $ 4.4 million, or 15.0%. The increase is primarily due to the growth in revenues compared to last year.

Selling, General and Administrative Expenses

Selling, general and administrative expenses of the Company include its corporate overhead, project management, information technology, executive compensation, human resources, legal and accounting expenses. Selling, general and administrative expenses were approximately $ 9.2 million, or 22.2% of net revenue, and approximately $ 8.6 million, or 22.6% of net revenue for the three months ended September 30, 2025 and 2024, respectively. The increase in selling, general and administrative expenses is largely due to one-time costs associated with the relocation of the Company's headquarters to Charlotte, NC, and other legal costs related to shareholder matters.

Restructuring Costs and Severance

Restructuring costs and severance includes payments made to certain executives as part of their departure agreements, which were disclosed in an 8-K filing on August 25, 2025. These costs, which are presented separately on the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were $ 4.0 million and $0 million for the three months ended September 30, 2025 and 2024, respectively.

Depreciation and Amortization

For the three months ended September 30, 2025 and 2024, depreciation and amortization was approximately $ 0.4 million and $ 0.5 million, respectively.

Interest Expense

For the three months ended September 30, 2025 and 2024, interest expense was approximately $ 0.7 million and $ 0.6 million, respectively.

Other Expense, Net

For the three months ended September 30, 2025 and 2024, other expense, net was approximately $0.5 million and $0.5 million, respectively.

Income Tax Expense (Benefit)

For the three months ended September 30, 2025 and 2024, income tax expense was approximately $ 1.7 million with an effective rate of -24.4%, compared to a benefit of $ (2.3) million with an effective rate of 89.6% for the three months ended September 30, 2024. The third quarter 2025 effective tax rate differs from the statutory rate of 21% mostly due to permanent differences and a recording of a valuation allowance on deferred tax assets to the extent the Company believes that these assets are not more likely than not to be realized.

For the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024

Net Revenues

Net revenues for nine months ended September 30, 2025 were $ 114.1 million, compared to $ 130.6 million for the nine months ended September 30, 2024, a decrease of $ 16.5 million, or 12.6%. The decrease is primarily due to the exit of South Africa, Mexico, China, Japan and India during later periods of 2024.

Cost of Revenues

The Company's cost of revenues consists of its in-store labor and field management wages, related benefits, travel and other direct labor-related expenses and was 78.9% of net revenue for the nine months ended September 30, 2025 compared to 79.2% of net revenues for the nine months ended September 30, 2024.

Cost of revenues for the nine months ended September 30, 2025 were $ 90.1 million, compared to $ 103.5 million for the nine months ended September 30, 2024, a decrease of $ 13.4 million, or 12.9%. The decrease is primarily due to the exit of South Africa, Mexico, China, Japan and India during later periods of 2024.

Selling, General and Administrative Expenses

Selling, general and administrative expenses of the Company include its corporate overhead, project management, information technology, executive compensation, human resources, legal and accounting expenses. Selling, general and administrative expenses were approximately $ 23.0 million, or 20.2% of net revenue, and approximately $ 24.3 million, or 18.6% of net revenue for the nine months ended September 30, 2025 and 2024, respectively. The increase in selling, general, and administrative expenses is largely due to one-time costs associated with the relocation of the Company's headquarters to Charlotte, NC, costs related to the Company's strategic review, and other legal costs related to shareholder matters.

Restructuring Costs and Severance

Restructuring costs and severance includes payments made to certain executives as part of their departure agreements, which were disclosed in an 8-K filing on August 25, 2025. These costs, which are presented separately on the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) were $ 4.0 million and $0 million for the nine months ended September 30, 2025 and 2024, respectively.

Depreciation and Amortization

For the nine months ended September 30, 2025 and 2024, depreciation and amortization was approximately $ 1.2 million and $ 1.4 million, respectively.

Interest Expense

For the nine months ended September 30, 2025 and 2024, interest expense was approximately $ 1.7 million and $ 1.6 million, respectively.

Other Expense, Net

For the nine months ended September 30, 2025 and 2024, other expense, net was approximately $0.5 million and $0.2 million, respectively.

Income Tax Expense

For the nine months ended September 30, 2025 and 2024, income tax expense was approximately $ 2.0 million with an effective rate of (30.8)% and $0 with an effective rate of 0.3%, respectively. The nine months ended September 30, 2025 effective tax rate differs from the statutory rate of 21% mostly due to permanent differences and a recording of a valuation allowance on deferred tax assets to the extent the Company believes that these assets are not more likely than not to be realized.

Critical Accounting Estimates

The preparation of our consolidated financial statements in conformity with US GAAP requires us to make estimates and judgments that affect the amounts reported in those financial statements and related notes thereto. However, we believe we have used reasonable estimates and assumptions in preparing the unaudited condensed consolidated financial statements. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.

The significant accounting policies and estimates used in preparation of the unaudited condensed consolidated financial statements are described in the Critical Accounting Estimates section of the MD&A in the 2024 Annual Report on Form 10-K/A as filed with the Securities and Exchange Commission on July 17, 2025.

Liquidity and Capital Resources

Funding Requirements

Cash from operations could be affected by various risks and uncertainties, including, but not limited to risks detailed in the section titled "Risk Factors" included elsewhere in our 2024 Annual Report on Form 10-K/A. The Company believes that based upon the continuation of the Company's existing credit facilities (for which the Company closed on a two year extension from its lender in October 2025), projected results of operations, vendor payment requirements and other financing available to the Company (including amounts due to affiliates), sources of cash availability should be manageable and sufficient to support ongoing working capital and capital expenditure requirements over the next 12 months. However, delays in collection of receivables due from any of the Company's major clients, a significant reduction in business from such clients, or a negative economic downturn, could have a material adverse effect on the Company's business, cash resources, and ongoing ability to fund operations.

The Company is a party to various domestic and international credit facilities. These various domestic and international credit facilities require compliance with their respective financial covenants. See Note 3 to the Company's unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Cash Flows for the For the Nine months ended September 30, 2025 and 2024

Net cash used in operating activities was $ 16.0 million compared to $ 0.7 million used in operating activities for the nine months ended September 30, 2025 and 2024, respectively. Net cash used in operating activities was primarily driven by growth in accounts receivable when compared to December 31, 2024. This growth is consistent with the growth in sales as well as the natural seasonality of the business.

Net cash used in investing activities was approximately $ 1.5 million compared to $ 9.5 million provided by investing activities for the nine months ended September 30, 2025 and 2024, respectively.

Net cash provided by financing activities was approximately $ 7.5 million compared to $ 0.2 million provided by financing activities for the nine months ended September 30, 2025 and 2024, respectively.

Reflecting the impact of foreign exchange rate changes on the activity above resulted in a decrease in cash and cash equivalents for the nine months ended September 30, 2025 and 2024 of approximately $13 thousand and $(75) thousand, respectively.

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.

Our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure. The Chief Executive Officer and the Chief Financial Officer, as our principal financial and accounting officer, have reviewed the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q and, based on their evaluation, have concluded that the disclosure controls and procedures were not effective as of such date due to material weaknesses in internal control over financial reporting, described below.

Material Weaknesses in Internal Control Over Financial Reporting

Management did not maintain effective controls related to the financial statement close process to ensure the completeness and accuracy of certain amounts and disclosures, specifically related to the preparation and review of balance sheet account reconciliations and presentation of segment disclosures. This material weakness resulted in errors in revenue, expense, accrual accounts, and prepaid accounts at year end.

Management did not design and implement effective controls used in the financial close process over non-recurring transactions, including accounting for the deconsolidation and sale of the international components. This material weakness resulted in errors in the calculation and presentation of the sale of international components and the deconsolidation of one subsidiary.

Remediation Efforts

The Company has begun the process of, and is focused on, designing and implementing effective internal control measures to improve its internal control over financial reporting and remediate the material weakness identified above. The Company's internal control remediation efforts include the following:

1. Implemented a modern and more efficient ERP system which went live January 1, 2025 with a parallel run in Q4 2024, and which includes modern and inherent controls and reduces the need for manual adjustments and likelihood of errors;

2. Hiring of an Assistant Controller as of January 1, 2025, who is an experienced CPA, and will provide necessary support to the existing Controller and ensure proper reconciliations are performed in a timely manner;

3. Consolidation of the finance and accounting team in one office (versus different offices and home offices), in a transition that started January 1, 2025, centralizing processes and ensuring more consistent application of controls across the Company;

4. Simplified the organizational structure by divesting six foreign joint venture operations, thereby reducing the complexity of the Company’s financial reporting and oversight processes.

The Company expects that the actions described above and resulting improvements in controls will strengthen its internal control over financial reporting and will address the identified material weaknesses.

Changes in Internal Controls Over Financial Reporting

Other than the remediation efforts described above, there were no changes in the Company's internal controls over financial reporting that occurred during the three months ended September 30, 2025, that materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

Existing Risk Factors

Various risk factors applicable to the Company and its businesses are described in Item 1A under the caption "Risk Factors" in the 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024, which Risk Factors are incorporated by reference into this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2025.

There have been no material changes in the Company's risk factors since the 2024 Annual Report on Form 10-K/A for the year ended December 31, 2024.