UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2023 OR ☐ 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 ...

SPAR Group, Inc. (NASDAQ:SGRP) Q4 2023 Earnings Conference Call April 1, 2024 10:00 AM ET Company Participants Sandy Martin - Investor Relations, Three Part Advisors Michael Matacunas - President and Chief Executive Officer Antonio Calisto Pato - Chief Financial Officer Conference Call Participants Theodore O'Neill - Litchfield Hills Research Operator Hello and welcome to the SPAR Group Fourth Quarter and Full Year 2023 Financial Results Conference Call. All participants will be in listen-only mode. [Operat ...

SPAR Group, Inc. (NASDAQ:SGRP) Q3 2023 Earnings Conference Call November 14, 2023 10:00 AM ET Company Participants Sandy Martin - IR, Three Part Advisors Michael Matacunas - CEO Antonio Calisto Pato - CFO Conference Call Participants Theodore O'Neill - Litchfield Hills Research Operator Good morning, and welcome to the SPAR Group Third Quarter 2023 Financial Results Conference Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Sandy Marti ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the first quarterly period ended September 30, 2023 OR ☐ 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 ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the first quarterly period ended June 30, 2023 OR ☐ 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 it ...

SPAR Group, Inc. (NASDAQ:SGRP) Q2 2023 Earnings Conference Call August 14, 2023 10:00 AM ET Company Participants Sandy Martin - IR, Three Part Advisors Michael Matacunas - CEO Antonio Calisto Pato - CFO Conference Call Participants Theodore O'Neill - Litchfield Hills Research Operator Good morning, and welcome to the SPAR Group Second Quarter 2023 Financial Results Conference Call. All participants will be in listen-only mode. [Operator Instructions] After the today’s presentation, there will be an opportun ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the first quarterly period ended March 31, 2023 OR ☐ 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 i ...

SPAR Group, Inc. (NASDAQ:SGRP) Q4 2022 Results Conference Call April 17, 2023 10:00 AM ET Company Participants Sandy Martin - Three Part Advisors Mike Matacunas - Chief Executive Officer Antonio Calisto Pato - Chief Financial Officer Conference Call Participants Theodore O'Neill - Litchfield Hills Research Operator Good morning and welcome to the SPAR Group's fourth quarter and full year fiscal 2022 earnings conference call. [Operator Instructions] Please note this event is being recorded. I'd now like to t ...

UNITED STATES 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, 2022 OR ☐ 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 ...

[PART I: FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%3A%20FINANCIAL%20INFORMATION) This section presents the company's consolidated financial statements, management's discussion and analysis, market risk disclosures, and internal controls [Item 1. Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20(Unaudited)) For the nine months ended September 30, 2022, SPAR Group reported net revenues of **$196.6 million**, with net income attributable to the company decreasing to **$1.8 million** and total assets increasing to **$104.2 million**, while operating activities used **$4.2 million** in cash Consolidated Statement of Income Highlights (in thousands) | Metric | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Net Revenues** | $69,832 | $67,423 | $196,626 | $195,696 | | **Gross Profit** | $12,840 | $12,610 | $37,619 | $36,875 | | **Operating Income** | $1,720 | $2,675 | $6,143 | $7,282 | | **Net Income** | $900 | $2,139 | $3,969 | $5,052 | | **Net Income (Loss) Attributable to SPAR Group, Inc.** | $(32) | $1,180 | $1,789 | $2,611 | | **Diluted EPS** | $(0.00) | $0.06 | $0.08 | $0.12 | Consolidated Balance Sheet Highlights (in thousands) | Metric | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $86,308 | $72,026 | | **Total Assets** | $104,204 | $89,016 | | **Total Current Liabilities** | $61,577 | $50,206 | | **Total Liabilities** | $64,344 | $51,668 | | **Total Equity** | $39,860 | $37,348 | Consolidated Statement of Cash Flows Highlights (Nine Months Ended, in thousands) | Metric | Sep 30, 2022 | Sep 30, 2021 | | :--- | :--- | :--- | | **Net cash provided by (used in) operating activities** | $(4,162) | $1,119 | | **Net cash used in investing activities** | $(1,237) | $(2,432) | | **Net cash provided by financing activities** | $9,247 | $4,374 | | **Net change in cash and cash equivalents** | $(1,352) | $(672) | | **Cash, cash equivalents and restricted cash at end of period** | $12,121 | $15,300 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's segment operations, the financial impact of COVID-19 on China, significant related-party transactions, and an interim goodwill impairment test - The company operates under three segments: **Americas**, **Asia-Pacific (APAC)**, and **Europe, Middle East and Africa (EMEA)**[26](index=26&type=chunk) - The joint venture in China was negatively impacted by COVID-19 lockdowns in Q2 and Q3 2022, resulting in a net loss attributable to SPAR Group of **$348,000** for the nine-month period, compared to a net income of **$23,000** in the prior year[27](index=27&type=chunk) - The company entered into a Change of Control, Voting and Restricted Stock Agreement with its Majority Stockholders, with financial terms totaling **$4,477,585**, including the issuance of **2,000,000** shares of Series B Preferred Stock[50](index=50&type=chunk)[51](index=51&type=chunk)[54](index=54&type=chunk) - An interim quantitative assessment was performed on the goodwill and intangible assets of the Resource Plus reporting unit due to the loss of a significant customer and reduced forecasts. The company concluded that **no impairment was needed** as of September 30, 2022[75](index=75&type=chunk)[76](index=76&type=chunk) Segment Revenue (Nine Months Ended, in thousands) | Segment | 2022 | 2021 | | :--- | :--- | :--- | | Americas | $149,992 | $146,213 | | Asia - Pacific | $19,351 | $23,584 | | EMEA | $27,283 | $25,899 | | **Total Revenue** | **$196,626** | **$195,696** | Segment Operating Income (Nine Months Ended, in thousands) | Segment | 2022 | 2021 | | :--- | :--- | :--- | | Americas | $5,862 | $6,203 | | Asia - Pacific | $(1,491) | $(300) | | EMEA | $1,772 | $1,379 | | **Total Operating Income** | **$6,143** | **$7,282** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes the company's financial performance, highlighting flat revenue, decreased profitability due to higher expenses, negative operating cash flow, and affirming sufficient liquidity [Results of Operations (Three Months Ended September 30, 2022)](index=26&type=section&id=Results%20of%20Operations%20(Three%20Months%20Ended%20September%2030%2C%202022)) Q3 2022 saw a **3.6%** net revenue increase driven by Americas growth, offset by APAC and EMEA declines, with increased SG&A expenses leading to lower operating income and a net loss Q3 2022 vs Q3 2021 Financial Performance (in thousands) | Metric | Q3 2022 | Q3 2021 | | :--- | :--- | :--- | | **Net Revenues** | $69,832 | $67,423 | | **Gross Profit** | $12,840 | $12,610 | | **Operating Income** | $1,720 | $2,675 | | **Net Income (Loss) Attributable to SPAR Group, Inc.** | $(32) | $1,180 | - Americas net revenue increased by **$3.9 million (7.8%)**, primarily due to organic growth in the US and Brazil[113](index=113&type=chunk) - APAC net revenue decreased by **$0.8 million (9.8%)** due to COVID-19 effects in China and foreign exchange impacts in Japan[114](index=114&type=chunk) - SG&A expenses **increased year-over-year** due to planned investments in business development, marketing, technology, and one-time costs related to a strategic alternatives initiative[121](index=121&type=chunk) [Results of Operations (Nine Months Ended September 30, 2022)](index=28&type=section&id=Results%20of%20Operations%20(Nine%20Months%20Ended%20September%2030%2C%202022)) Nine-month net revenues remained flat, with Americas and EMEA growth offset by a significant APAC decline, while increased SG&A expenses led to reduced operating and net income Nine Months 2022 vs 2021 Financial Performance (in thousands) | Metric | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | | **Net Revenues** | $196,626 | $195,696 | | **Gross Profit** | $37,619 | $36,875 | | **Operating Income** | $6,143 | $7,282 | | **Net Income Attributable to SPAR Group, Inc.** | $1,789 | $2,611 | - APAC net revenues decreased by **$4.2 million (17.9%)** primarily due to the continuing effects of COVID-19 in China and Japan[135](index=135&type=chunk) - EMEA net revenues increased by **$1.4 million (5.3%)** due to organic growth and the acquisition of Bordax in South Africa, partially offset by foreign exchange impact[136](index=136&type=chunk) [Critical Accounting Estimates](index=29&type=section&id=Critical%20Accounting%20Estimates) The company performed an interim goodwill impairment test on its Resource Plus unit, concluding no impairment was necessary despite a narrow fair value margin, noting future impairment is possible - The company performed an interim quantitative assessment for goodwill and intangible assets related to the Resource Plus reporting unit[156](index=156&type=chunk) - The results indicated the fair value of the reporting unit exceeded the carrying value by **2.3%** as of September 30, 2022, and no impairment was recorded[156](index=156&type=chunk) - Fair value determinations are sensitive to assumptions about future cash flows, discount rates, and growth rates, and **future impairment is possible** if expectations are not met[157](index=157&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The company reported **$24.7 million** in net working capital and a **1.4** current ratio, with negative operating cash flow offset by financing activities, affirming sufficient liquidity for the next twelve months - Net cash used in operating activities was **$4.2 million** for the nine months ended Sep 30, 2022, a decrease from **$1.1 million** provided in the same period in 2021[160](index=160&type=chunk) - Net cash provided by financing activities was **$9.3 million**, primarily from net higher draws on lines of credit[164](index=164&type=chunk) - The company had net working capital of **$24.7 million** and a current ratio of **1.4** as of September 30, 2022[166](index=166&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, SPAR Group, Inc. is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, SPAR Group, Inc. is not required to provide quantitative and qualitative disclosures about market risk[167](index=167&type=chunk) [Item 4. Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that the company's disclosure controls and procedures were effective, with no material changes to internal controls during Q3 2022 - The CEO and CFO concluded that the company's disclosure controls and procedures **were effective** as of the end of the reporting period[168](index=168&type=chunk) - **No material changes were made** to the company's internal controls over financial reporting during the third quarter of fiscal year 2022[169](index=169&type=chunk) [PART II: OTHER INFORMATION](index=32&type=section&id=PART%20II%3A%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, and exhibits filed with the report [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal actions arising in the normal course of business, which management believes will not have a material adverse effect on financial condition or results of operations - The company is a party to various legal actions arising in the normal course of business[172](index=172&type=chunk) - Management does not anticipate that the resolution of these matters will have a **no material adverse effect** on the company[172](index=172&type=chunk) [Item 1A. Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 - There have been **no material changes** in the Company's risk factors since the Annual Report for the year ended December 31, 2021[174](index=174&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL data files - The report includes CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[183](index=183&type=chunk) - Inline XBRL Instance Documents and related taxonomy files are included as exhibits[183](index=183&type=chunk)