Reported Earnings • May 14
First quarter 2026 earnings released: US$0.023 loss per share (vs US$0.02 profit in 1Q 2025) First quarter 2026 results: US$0.023 loss per share (down from US$0.02 profit in 1Q 2025). Revenue: US$30.5m (down 10% from 1Q 2025). Net loss: US$553.0k (down 220% from profit in 1Q 2025). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 96 percentage points per year, which is a significant difference in performance. Announcement • May 14
SPAR Group, Inc. Reiterates Earnings Guidance for the Full Year 2026 SPAR Group, Inc. reiterated earnings guidance for the full year 2026. For the year, the company expects Net sales in the range of $143 million to $151 million, compared to 2025 Net sales of $136 million for the U.S. and Canada. Announcement • May 06
SPAR Group, Inc. to Report Q1, 2026 Results on May 12, 2026 SPAR Group, Inc. announced that they will report Q1, 2026 results Pre-Market on May 12, 2026 Announcement • May 04
SPAR Group, Inc., Annual General Meeting, Jun 11, 2026 SPAR Group, Inc., Annual General Meeting, Jun 11, 2026. Announcement • Apr 08
SPAR Group, Inc. Receives A Non-Compliance Notification Letter from Nasdaq SPAR Group, Inc. received a notification letter from Nasdaq on April 2, 2026, that the Company does not meet the requirement to maintain a minimum of $2,500,000 in stockholders' equity for continued listing on the Nasdaq Capital Market. The letter specified that because the Company's Form 10-K for the year ended December 31, 2025, reported stockholders' equity of $622,000, the Company no longer complies with Nasdaq's Listing Rule requiring a minimum of $2,500,000 in stockholders' equity for continued listing, and the Company currently does not satisfy the alternatives of minimum market value of listed securities of $35 million or minimum net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. The notification letter from Nasdaq stated that under our Rules the Company has 45 calendar days to submit a plan to regain compliance. If your plan is accepted, we can grant an extension of up to 180 calendar days from the date of this letter to evidence compliance. Your plan should be as definitive as possible, addressing any issues that you believe would support your request for an extension. You are encouraged to provide any relevant documentation, including but not limited to financial projections, agreements, offering circulars, letters of intent and contracts and the timeline to complete your plan". Reported Earnings • Apr 02
Full year 2025 earnings released: US$1.04 loss per share (vs US$0.096 loss in FY 2024) Full year 2025 results: US$1.04 loss per share (further deteriorated from US$0.096 loss in FY 2024). Revenue: US$136.1m (down 17% from FY 2024). Net loss: US$24.6m (loss widened US$22.4m from FY 2024). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 78 percentage points per year, which is a significant difference in performance. Announcement • Mar 31
Spar Group, Inc. Provides Sales Guidance for the Fiscal Year 2026 SPAR Group, Inc. provided sales guidance for the Fiscal year 2026. For the year, the company expects net sales of $143 million - $151 million. Announcement • Mar 28
SPAR Group, Inc. to Report Q4, 2025 Results on Mar 31, 2026 SPAR Group, Inc. announced that they will report Q4, 2025 results Pre-Market on Mar 31, 2026 Announcement • Mar 27
SPAR Group and ReposiTrak Launch Integrated Service to Help Retailers Protect Sales, Reduce Labor Pressure, and Keep Shelves Full ReposiTrak and SPAR Group, Inc. announced a strategic agreement designed specifically to help retailers improve on-shelf availability, reduce store-level labor strain, and ensure that high-velocity products reach the shelf quickly and consistently. The new ReposiTrak–SPAR solution directly addresses these pressures by combining ReposiTrak’s proprietary technologies for scan-based trading, perpetual inventory accuracy, out-of-stock detection, and route optimization with SPAR’s nationwide, on-demand service workforce capable of executing merchandising tasks in any store, anywhere in the country. Together, the companies deliver a practical, scalable way for retailers to maintain strong in-stock performance without adding workload to store teams. A standout component of the partnership is surge or on-demand merchandising — a coordinated service that aligns field labor with the arrival of critical inventory. When trucks arrive with promotional items, seasonal goods, or high-velocity SKUs, SPAR teams can be dispatched immediately to relieve pressure on store employees, ensure product is stocked quickly and correctly, prevent sales loss from delayed shelf placement, and support stores during peak periods or labor shortages. This model gives retailers a flexible labor buffer exactly when and where it’s needed. The integrated service is available immediately to retailers and suppliers across the United States and is designed to support grocery, mass, club, dollar, convenience, and specialty retail. This strategic partnership creates a unique capability. The marriage of advanced technology and the skilled, on-demand workforce. Announcement • Jan 16
SPAR Group, Inc. Receives Non-Compliance Letter from Nasdaq On January 12, 2026, SGRP (SPAR Group, Inc.) received a notification letter from Nasdaq that SGRP's common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The notification letter from Nasdaq stated that: "The Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance. If at any time during this 180 day period the closing bid price of the Company's security is at least $1 for a minimum of ten consecutive business days, we will provide you written confirmation of compliance and this matter will be closed". Announcement • Jan 02
SPAR Group, Inc. Appoints Jean Richer as Head of North American Sales & Marketing SPAR Group, Inc. announced the promotion of Jean Richer to Head of North American Sales & Marketing, reinforcing the Company’s focus on accelerating revenue growth across merchandising and consumer packaged goods clients in the United States and Canada. In this role, Richer leads SPAR’s commercial growth agenda across North America. He brings more than 25 years of executive-level experience across the CPG and retail services landscape, having built his career leading complex sales, marketing and go-to-market initiatives with global consumer brands including Seagram’s, Lactalis, Keurig Dr Pepper and Anheuser-Busch, as well as holding senior leadership roles within the retail services and agency sector. His background uniquely positions him to help SPAR capitalize on evolving retailer and brand needs through modern, data-enabled merchandising solutions. Announcement • Dec 11
SPAR Group, Inc. Announces Chief Financial Officer Changes SPAR Group, Inc. announced the appointment of Mr. Steven Hennen as the Company’s Chief Financial Officer, effective December 8, 2025. Hennen succeeds Antonio Calisto Pato, who served as the Company’s CFO since February 2023. Calisto Pato will be actively involved in the fourth-quarter and full-year reporting process, and will serve as an advisor to ensure a smooth transition through the filing of the Company’s 2025 Annual Report on Form 10-K. Hennen brings more than 25 years of experience in finance and operational leadership, guiding companies through transformation, overseeing finance, accounting, treasury, business systems, human resources and risk management. His work has consistently focused on creating strategic clarity and strengthening organizational alignment. Most recently, Hennen served as President and Chief Financial Officer of Baker & Taylor LLC, a multi hundred-million-dollar annual revenue company, where he managed global finance and operations. His earlier leadership roles included Vice President of Finance and Accounting and Corporate Controller at Red Ventures, a well-known billion dollar plus digital marketing company where Hennen participated in significant accretive M&A activity, and supported the company’s data monetarization activity. Hennen also held CFO and senior leadership roles for DyStar, L.P./Color Solutions International, Boehme Filatex, Inc., and Technimark, Inc. He began his career with KPMG, LLP, advancing to Audit Manager, and earned a Bachelor of Science in Accounting from Marquette University in Milwaukee, Wisconsin. Reported Earnings • Nov 16
Third quarter 2025 earnings released: US$0.37 loss per share (vs US$0.006 loss in 3Q 2024) Third quarter 2025 results: US$0.37 loss per share (further deteriorated from US$0.006 loss in 3Q 2024). Revenue: US$41.4m (up 9.6% from 3Q 2024). Net loss: US$8.76m (loss widened US$8.62m from 3Q 2024). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 54 percentage points per year, which is a significant difference in performance. Announcement • Nov 14
SPAR Group, Inc. Appoints William Linnane as Chief Executive Officer, Effective November 14, 2025 SPAR Group, Inc. announced the appointment of William Linnane as its Chief Executive Officer. Linnane, who has served as President and Interim CEO since earlier this year, assumes the permanent CEO role, effective November 14, 2025. In conjunction with the appointment, Linnane also joins the Company’s Board of Directors. Announcement • Oct 31
SPAR Group, Inc. Appoints James Gillis as Executive Chairman, Effective October 30, 2025 SPAR Group, Inc. announced that 40-year retail and distribution industry veteran James Gillis is Executive Chairman, effective immediately on October 30, 2025. Gillis will join recently named President William Linnane in leading and overseeing the organization. As part of this leadership transition, Linnane will report to Gillis and hold overall responsibility for managing the company’s operational execution with a targeted goal of achieving record-setting earnings by year-end 2026. Gillis added that the divestiture of the company’s international ventures and focus on the North American market is enabling it to drive performance and innovation for the benefit of SPAR’s brand and retail partners. Announcement • Oct 08
SPAR Group, Inc. Announces Executive Changes SPAR Group announced strategic and leadership advancements. Commencing a new chapter for SPAR Group, management anticipates outperforming key financial metrics in 2026, following nearly two years of strategic alternatives work, the divestment of offshore businesses and the repositioning of its operations. The Company recently named William Linnane as President, based on his demonstrated strategic leadership. Linnane has consistently delivered robust revenue goals while driving a strong sales pipeline across the Company’s core markets, along with disciplined expense control throughout the organization. SPAR recently named retail industry expert Josh Jewett as SPAR’s Chief Technology Officer, reporting to Linnane, to lead the Company’s vision for digital transformation and innovation. Jewett brings a unique and valuable perspective, having served as a Fortune 500 CIO and spent the last five years working with innovative, early-stage software companies. Under his leadership, the Company will focus on key partnerships and solutions aimed at further transforming internal operations, while providing enhanced value to clients that drives competitive differentiation. Board Change • Aug 24
High number of new and inexperienced directors There are 6 new directors who have joined the board in the last 3 years. The company's board is composed of: 6 new directors. 1 experienced director. No highly experienced directors. President, CEO & Director Mike Matacunas is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Announcement • Jun 13
Robert Brown Files an Exempt Solicitation Statement with Securities and Exchange Commission On June 12, 2025, Robert G. Brown announced that he has filed an exempt solicitation statement with Securities and Exchange Commission, noting that the Company’s June 11, 2025, release does not address the reason(s) for the drop in stock price from $2.97 on June 3, 2024, to $1.02 on May 29, 2025, or how the Board plans to increase the stock price. In addition, Robert Brown for consideration and implementation recommended 1) a 6,000,000-share buyback, 2) a $.02/per share quarterly dividend, 3) a review by the Board of the Company's Amended and Restated Bylaws, adopted effective as of January 18, 2022, and the best practices, 4) a review of Board compensation to determine if making the compensation partly dependent on the share price would be in the best interest of the shareholders, 5) a review by the Compensation Committee to determine if the shareholders would be more effectively served by having a high proportion of management's compensation based on delivering shareholder value and positive net earnings, to the Company board of directors. Further, Robert Brown believes that his recommendations are in the best interests of the shareholders and encourages the Board to be transparent and explicitly advise the shareholders what the Board's position is on all 5 of his recommendations. Announcement • May 29
SPAR Group Provides Nasdaq Compliance & Non-Compliance Update SPAR Group, Inc. services announced two Nasdaq notifications. On May 21, 2025, SGRP received a notification letter from Nasdaq stating that SPAR Group is in compliance with regard to its Annual Report on Form 10-K filed on May 16th. On May 22, 2025, Nasdaq notified SGRP that it did not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2025. Based on this latest notice, the Company is not in compliance with Listing Rule 5250 (c)(1), which requires the Company to timely file all required periodic financial reports with the Securities and Exchange Commission. The Notice received from Nasdaq has no immediate effect on the listing or trading of the Company’s shares. Nasdaq has provided the Company 60 calendar days to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company an exception until October 13, 2025, to regain compliance with the Nasdaq Listing Rules. The Company continues to work diligently to complete its Fiscal 2025 Form 10-Q, after which the Company anticipates maintaining compliance with its SEC reporting obligations. Announcement • May 24
Highwire Capital, LLC terminated the transaction to acquire SPAR Group, Inc. (NasdaqCM:SGRP) from William H. Bartels and others. Highwire Capital, LLC signed a letter of intent to acquire SPAR Group, Inc. (NasdaqCM:SGRP) from William H. Bartels and others for $59.9 million on June 5, 2024. Highwire Capital, LLC entered into an Agreement and Plan of Merger to acquire SPAR Group, Inc. (NasdaqCM:SGRP) from William H. Bartels and others on August 30, 2024. A cash consideration valued at $2.5 per share will be paid by Highwire Capital. In addition, the Board and Special Committee expect to receive and review a fairness opinion from its financial advisor prior to the execution of any definitive agreements. Highwire is expected to retain the SPAR executive team. If the Merger Agreement is terminated by either of the party, then a termination fee of 3% (approximately $1.76 million) will be paid. Upon the closing of the Merger, the Shares will be delisted from Nasdaq and deregistered under the Exchange Act. Highwire Capital has obtained a debt financing commitment, the proceeds of which will be sufficient for Highwire Capital to consummate the transactions contemplated by the merger agreement. Funds managed by CAP Services, LLC d/b/a Capital Platform have committed to provide up to $115 million of senior secured credit facilities. SPAR Group, Inc. today that it received a Third Extension of Amended and Restated Commitment Letter for the financing required under the merger agreement with Highwire Capital extending the Commitment Termination Date to March 17, 2025. All other terms and conditions set forth in the Commitment Letter remain unchanged.
The transaction is subject to approval by regulatory board / committee, consummation of due diligence investigation, definitive agreement and approval by SGRP’s stockholders. The deal has been unanimously approved by the board of both companies. As of October 25, 2024, SPAR Group, Inc. stockholders approved the merger. The transaction is expected to close in the fourth quarter of 2024. Lincoln International LLC acted as financial advisor and fairness opinion advisor for SPAR Group, Inc. Jason M. Hille of Foley & Lardner LLP acted as legal advisor for SPAR Group, Inc. Kenn Webb and Justin Shelton of Ferguson Braswell Fraser Kubasta PC acted as legal advisors for Highwire Capital, LLC. Computershare Trust Company, National Association acted as transfer agent and D.F. King & Co., Inc. acted as proxy solicitor to SPAR Group, Inc. SPAR Group, Inc agreed to pay DFK a fee of approximately $20,000, plus reasonable out-of-pocket expenses for its services.
Highwire Capital, LLC terminated the transaction to acquire SPAR Group, Inc. (NasdaqCM:SGRP) from William H. Bartels and others on May 23, 2025. Announcement • May 16
SPAR Group, Inc. announced delayed 10-Q filing On 05/15/2025, SPAR Group, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • Apr 01
SPAR Group, Inc. announced delayed annual 10-K filing On 03/31/2025, SPAR Group, Inc. announced that they will be unable to file their next 10-K by the deadline required by the SEC. Announcement • Mar 18
SPAR Group, Inc., Annual General Meeting, Jun 12, 2025 SPAR Group, Inc., Annual General Meeting, Jun 12, 2025. Valuation Update With 7 Day Price Move • Feb 25
Investor sentiment deteriorates as stock falls 17% After last week's 17% share price decline to US$1.60, the stock trades at a forward P/E ratio of 8x. Average forward P/E is 11x in the Media industry in the US. Total returns to shareholders of 21% over the past three years. Valuation Update With 7 Day Price Move • Dec 09
Investor sentiment deteriorates as stock falls 21% After last week's 21% share price decline to US$1.77, the stock trades at a forward P/E ratio of 9x. Average forward P/E is 11x in the Media industry in the US. Total returns to shareholders of 39% over the past three years. Reported Earnings • Nov 17
Third quarter 2024 earnings: EPS and revenues miss analyst expectations Third quarter 2024 results: US$0.006 loss per share (down from US$0.011 profit in 3Q 2023). Revenue: US$37.8m (down 44% from 3Q 2023). Net loss: US$144.0k (down 156% from profit in 3Q 2023). Revenue missed analyst estimates by 10%. Earnings per share (EPS) were also behind analyst expectations. Revenue is expected to decline by 21% p.a. on average during the next 2 years, while revenues in the Media industry in the US are expected to grow by 3.7%. Over the last 3 years on average, earnings per share has increased by 95% per year but the company’s share price has only increased by 19% per year, which means it is significantly lagging earnings growth. Recent Insider Transactions • Oct 23
Insider recently sold US$394k worth of stock On the 18th of October, Robert Brown sold around 164k shares on-market at roughly US$2.40 per share. This transaction amounted to 6.3% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. Insiders have been net sellers, collectively disposing of US$805k more than they bought in the last 12 months. Recent Insider Transactions • Oct 15
Insider recently sold US$241k worth of stock On the 10th of October, Robert Brown sold around 99k shares on-market at roughly US$2.43 per share. This transaction amounted to 3.6% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. Insiders have been net sellers, collectively disposing of US$401k more than they bought in the last 12 months. New Risk • Aug 15
New major risk - Earnings quality The company has a high level of non-cash earnings. Accrual ratio: 35% This is considered a major risk. Non-cash earnings can arise from many different things. However, if a company consistently has a high level of non-cash earnings, it may be a sign that they are recognizing revenue from customers before the full value of the sales are received as cash or they are not depreciating the value of their assets appropriately. These are practices that inflate earnings, while not providing a similar increase to cash flows. Companies in some select industries naturally have a high level of non-cash earnings and it is not a major concern. However, in the worst case scenario it can be an early sign of performance manipulation by management. Currently, the following risks have been identified for the company: Major Risks Earnings are forecast to decline by an average of 82% per year for the foreseeable future. High level of non-cash earnings (35% accrual ratio). Minor Risks Share price has been volatile over the past 3 months (13% average weekly change). Shareholders have been diluted in the past year (4.7% increase in shares outstanding). Significant insider selling over the past 3 months (US$154k sold). Market cap is less than US$100m (US$44.0m market cap). Reported Earnings • Aug 15
Second quarter 2024 earnings released: EPS: US$0.15 (vs US$0.027 in 2Q 2023) Second quarter 2024 results: EPS: US$0.15 (up from US$0.027 in 2Q 2023). Revenue: US$57.3m (down 13% from 2Q 2023). Net income: US$3.63m (up 468% from 2Q 2023). Profit margin: 6.3% (up from 1.0% in 2Q 2023). Revenue is expected to decline by 25% p.a. on average during the next 2 years, while revenues in the Media industry in the US are expected to grow by 3.3%. Over the last 3 years on average, earnings per share has increased by 59% per year but the company’s share price has only increased by 6% per year, which means it is significantly lagging earnings growth. Announcement • Aug 13
SPAR Group, Inc. to Report Q2, 2024 Results on Aug 14, 2024 SPAR Group, Inc. announced that they will report Q2, 2024 results Pre-Market on Aug 14, 2024 Valuation Update With 7 Day Price Move • Jun 10
Investor sentiment deteriorates as stock falls 27% After last week's 27% share price decline to US$2.17, the stock trades at a forward P/E ratio of 8x. Average forward P/E is 9x in the Media industry in the US. Total returns to shareholders of 43% over the past three years. New Risk • Jun 04
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 16% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (16% average weekly change). Earnings are forecast to decline by an average of 59% per year for the foreseeable future. Minor Risks Large one-off items impacting financial results. Shareholders have been diluted in the past year (5.1% increase in shares outstanding). Significant insider selling over the past 3 months (US$1.9m sold). Market cap is less than US$100m (US$60.6m market cap). Valuation Update With 7 Day Price Move • May 22
Investor sentiment improves as stock rises 25% After last week's 25% share price gain to US$2.21, the stock trades at a forward P/E ratio of 8x. Average forward P/E is 10x in the Media industry in the US. Total returns to shareholders of 42% over the past three years. Reported Earnings • May 16
First quarter 2024 earnings released: EPS: US$0.28 (vs US$0.037 in 1Q 2023) First quarter 2024 results: EPS: US$0.28 (up from US$0.037 in 1Q 2023). Revenue: US$68.7m (up 6.7% from 1Q 2023). Net income: US$6.63m (up US$5.76m from 1Q 2023). Profit margin: 9.6% (up from 1.3% in 1Q 2023). Revenue is expected to decline by 25% p.a. on average during the next 2 years, while revenues in the Media industry in the US are expected to grow by 3.3%. Over the last 3 years on average, earnings per share has increased by 6% per year whereas the company’s share price has increased by 3% per year. Announcement • May 11
SPAR Group, Inc. to Report Q1, 2024 Results on May 15, 2024 SPAR Group, Inc. announced that they will report Q1, 2024 results After-Market on May 15, 2024 Announcement • May 03
Lindicom Proprietary Limited completed the acquisition of unknown majority stake in SGRP Meridian (pty) Ltd from SPAR Group, Inc. (NasdaqCM:SGRP). Lindicom Proprietary Limited agreed to acquire an unknown majority stake in SGRP Meridian (pty) Ltd from SPAR Group, Inc. (NasdaqCM:SGRP) for approximately ZAR 180 million on April 1, 2024. Prior to this transaction, Lindicom was a holding a unknown minority stake in SGRP Meridian. In a separate transaction, An Unknown buyer agreed to acquire the remaining stake in SGRP Brasil Participações Ltda for approximately ZAR 220 million. As part of the divestiture agreements, Australia and The Meridian Group have also entered into software as a service (SAAS) agreements with SPAR Group to continue the use of SPAR’s technology. These transactions have been approved by the SPAR Board of Directors and are expected to close in the second quarter.
Lindicom Proprietary Limited completed the acquisition of unknown majority stake in SGRP Meridian (pty) Ltd from SPAR Group, Inc. (NasdaqCM:SGRP) on May 2, 2024. Announcement • May 02
SPAR Group, Inc. (NasdaqCM:SGRP) acquired remaining 49% stake in Resource Plus of North Florida, Inc. for $3 million. SPAR Group, Inc. (NasdaqCM:SGRP) acquired remaining 49% stake in Resource Plus of North Florida, Inc. for $3 million on May 1, 2024. Based on the terms set in the original joint venture agreement, SPAR Group will pay a total of $3 million in annual payments over a five-year period.
SPAR Group, Inc. (NasdaqCM:SGRP) completed the acquisition of remaining 49% stake in Resource Plus of North Florida, Inc. on May 1, 2024. Valuation Update With 7 Day Price Move • Apr 08
Investor sentiment improves as stock rises 39% After last week's 39% share price gain to US$1.87, the stock trades at a forward P/E ratio of 31x. Average forward P/E is 11x in the Media industry in the US. Total loss to shareholders of 2.1% over the past three years. Recent Insider Transactions • Apr 04
Insider recently sold US$68k worth of stock On the 1st of April, Robert Brown sold around 50k shares on-market at roughly US$1.35 per share. This transaction amounted to 1.5% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. Insiders have been net sellers, collectively disposing of US$68k more than they bought in the last 12 months. Reported Earnings • Apr 02
Full year 2023 earnings: EPS exceeds analyst expectations Full year 2023 results: EPS: US$0.17 (up from US$0.033 loss in FY 2022). Revenue: US$262.7m (flat on FY 2022). Net income: US$3.90m (up US$4.63m from FY 2022). Profit margin: 1.5% (up from net loss in FY 2022). Revenue was in line with analyst estimates. Earnings per share (EPS) surpassed analyst estimates by 129%. Over the last 3 years on average, earnings per share has fallen by 55% per year but the company’s share price has only fallen by 4% per year, which means it has not declined as severely as earnings. Announcement • Apr 02
Lindicom Proprietary Limited agreed to acquire an unknown majority stake in SGRP Meridian (pty) Ltd from SPAR Group, Inc. (NasdaqCM:SGRP) for approximately ZAR 180 million. Lindicom Proprietary Limited agreed to acquire an unknown majority stake in SGRP Meridian (pty) Ltd from SPAR Group, Inc. (NasdaqCM:SGRP) for approximately ZAR 180 million on April 1, 2024. Prior to this transaction, Lindicom was a holding a unknown minority stake in SGRP Meridian. In a separate transaction, An Unknown buyer agreed to acquire the remaining stake in SGRP Brasil Participações Ltda for approximately ZAR 220 million. As part of the divestiture agreements, Australia and The Meridian Group have also entered into software as a service (SAAS) agreements with SPAR Group to continue the use of SPAR’s technology. These transactions have been approved by the SPAR Board of Directors and are expected to close in the second quarter. New Risk • Apr 01
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of American stocks, typically moving 12% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Minor Risks Share price has been volatile over the past 3 months (12% average weekly change). Shareholders have been diluted in the past year (3.2% increase in shares outstanding). Market cap is less than US$100m (US$22.5m market cap). Announcement • Mar 29
SPAR Group, Inc. to Report Q4, 2023 Results on Apr 01, 2024 SPAR Group, Inc. announced that they will report Q4, 2023 results at 9:30 AM, US Eastern Standard Time on Apr 01, 2024 Announcement • Feb 28
An undisclosed buyer acquired an unknown stake in Spar (shanghai) Marketing Management Company Ltd from SPAR Group, Inc. (NasdaqCM:SGRP). An undisclosed buyer acquired an unknown stake in Spar (shanghai) Marketing Management Company Ltd from SPAR Group, Inc. (NasdaqCM:SGRP) on February 27, 2024.An undisclosed buyer completed the acquisition of an unknown stake in Spar (shanghai) Marketing Management Company Ltd from SPAR Group, Inc. (NasdaqCM:SGRP) on February 27, 2024. Announcement • Nov 17
SPAR Group, Inc. Announces Departure of Mr. Robert G. Brown from the Board SPAR Group, Inc. announced Mr. Robert G. Brown, one of the founders of SGRP and a former Chairman of the Board, was not a candidate for reelection at the 2023 Annual Meeting, on November 8, 2023, so at the conclusion of the 2023 Annual Meeting on November 9, 2023, Mr. Robert G. Brown was not reelected and ceased being a director on the Board pursuant to his non-candidacy, his resignation and retirement letter, and applicable law. Mr. Robert G. Brown occupied one of the Brown Board Seats. Reported Earnings • Nov 17
Third quarter 2023 earnings: Revenues and EPS in line with analyst expectations Third quarter 2023 results: EPS: US$0.011 (up from US$0.001 loss in 3Q 2022). Revenue: US$67.3m (down 3.6% from 3Q 2022). Net income: US$259.0k (up US$291.0k from 3Q 2022). Profit margin: 0.4% (up from 0% in 3Q 2022). Revenue is forecast to grow 2.4% p.a. on average during the next 2 years, compared to a 3.2% growth forecast for the Media industry in the US. Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 83 percentage points per year, which is a significant difference in performance. Announcement • Nov 08
SPAR Group, Inc. to Report Q3, 2023 Results on Nov 14, 2023 SPAR Group, Inc. announced that they will report Q3, 2023 results Pre-Market on Nov 14, 2023 Announcement • Oct 15
SPAR Group, Inc., Annual General Meeting, Nov 09, 2023 SPAR Group, Inc., Annual General Meeting, Nov 09, 2023, at 12:00 Eastern Standard Time. Agenda: To reelect five (5) Directors of SGRP (all incumbents on October 13, 2023) to serve on SGRP's Board of Directors (the " Board") during the ensuing year and until their respective successors have been duly elected and seated on the Board, which candidates are Mr. William H. Bartels (on an advisory basis), Mr. John Bode, Mr. James R. Gillis, Ms. Linda Houston, and Mr. Michael R. Matacunas (on an advisory basis). See Proposal 1, below; to ratify, on an advisory basis, the appointment of BDO USA, LLP, as the independent registered accounting firm for the Corporation and its subsidiaries for the year ending December 31, 2023; to approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in this Proxy Statement (i.e., "Say on Pay"); and to select, on an advisory basis, whether the Corporation should request an advisory vote from its stockholders respecting compensation of the Named Executive Officers every one (1), two (2) or three (3) years. Announcement • Sep 14
SPAR Group, Inc. Announces Resignation of Sean M. Whelan from its Board of Directors and its Committees, Effective September 30, 2023 SPAR Group, Inc. announced on September 7, 2023, in an e-mail to the Corporation, Mr. Sean M. Whelan resigned from the Corporation's Board of Directors and its Committees, effective September 30, 2023, and said he will not be a candidate for re-election at the Annual Meeting of the Corporation's stockholders scheduled for November 9, 2023. Mr. Whelan joined the Board on October 14, 2021, and was Chairman of the Corporation's Audit Committee, and a member of its Governance Committee and Compensation Committee. He was an independent director both under the general Nasdaq Rules and under Nasdaq's more stringent Audit Committee Rules, the designated audit committee financial expert under SEC Rules, and one of the Board's two Super Independent Directors under the Corporation's By-Laws (which requires three such directors). Announcement • Aug 24
SPAR Group, Inc. Appoints James R. Gillis to the Board, the Board's Audit Committee, the Compensation Committee, the Governance Committee and the Special Committee On August 10, 2023, the Board of Directors of SPAR Group, Inc. appointed Mr. James R. Gillis to the Board, which he later accepted in writing on August 17, 2023. Mr. Gillis was also appointed on August 10, 2023, to the Board's Audit Committee, the Compensation Committee, the Governance Committee and the Special Committee. Mr. James R. Gillis is a pioneer in the retail display space who gained unparalleled experience in business development and established himself as a respected leader, innovator and trusted advisor. He is currently the CEO of Gillis & Associates, Inc., an M&A advisory firm that helps buyers and sellers in complex transactions. From 1993 to 2011, Mr. Gillis was the CEO of Source Interlink Companies, Inc. From 1989 to 1993, he was Managing Partner of Aders, Wilcox, Gillis Group, a global developer of trade relationships serving major brand marketers and retailers worldwide. Mr. Gillis currently serves on the boards of American Stock Transfer & Trust Company, LLC (AST), and Travelport Worldwide LTD, and is an advisor to Siris Capital Group and Platinum Equity. He has served on the boards and committees of multiple companies including Source Interlink, Park City Group, and Globe Communications. Mr. Gillis attended Nova University in Fort Lauderdale. New Risk • Aug 15
New major risk - Revenue and earnings growth Earnings have declined by 3.5% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risk Earnings have declined by 3.5% per year over the past 5 years. Minor Risks Shareholders have been diluted in the past year (6.3% increase in shares outstanding). Market cap is less than US$100m (US$28.4m market cap). Board Change • Aug 15
Less than half of directors are independent Following the recent departure of a director, there is only 1 independent director on the board. The company's board is composed of: 1 independent director. 4 non-independent directors. Independent Director Sean Whelan was the last independent director to join the board, commencing their role in 2021. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Announcement • Aug 11
SPAR Group, Inc. to Report Q2, 2023 Results on Aug 14, 2023 SPAR Group, Inc. announced that they will report Q2, 2023 results Pre-Market on Aug 14, 2023 Announcement • Jul 14
SPAR Group, Inc. Announces Board Changes SPAR Group, Inc. Announced that Michael Wager, the Chairman of the Board and a director of the Company, passed away on July 8, 2023. Mr. Wager served as Chairman of the Board since 2022, served on the Board since 2021, and also served on the Board 's Audit and Governance Committees. Under the Corporation’s By-Laws, Mr. Matacunas assumes the role of Chairman until a new Super Independent Director is elected to the role by the Board. Announcement • May 16
SPAR Group, Inc. announced delayed 10-Q filing On 05/15/2023, SPAR Group, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Announcement • May 11
SPAR Group, Inc. to Report Q1, 2023 Results on May 15, 2023 SPAR Group, Inc. announced that they will report Q1, 2023 results Pre-Market on May 15, 2023 Reported Earnings • Apr 18
Full year 2022 earnings: EPS and revenues miss analyst expectations Full year 2022 results: US$0.033 loss per share (improved from US$0.084 loss in FY 2021). Revenue: US$261.3m (up 2.2% from FY 2021). Net loss: US$732.0k (loss narrowed 59% from FY 2021). Revenue missed analyst estimates by 2.0%. Earnings per share (EPS) were also behind analyst expectations. Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 86 percentage points per year, which is a significant difference in performance. Reported Earnings • Nov 17
Third quarter 2022 earnings released: US$0.001 loss per share (vs US$0.055 profit in 3Q 2021) Third quarter 2022 results: US$0.001 loss per share (down from US$0.055 profit in 3Q 2021). Revenue: US$69.8m (up 3.6% from 3Q 2021). Net loss: US$32.0k (down 103% from profit in 3Q 2021). Profit margin: 0% (down from 1.8% in 3Q 2021). Revenue is forecast to grow 7.6% p.a. on average during the next 2 years, compared to a 3.4% growth forecast for the Media industry in the US. Over the last 3 years on average, earnings per share has fallen by 56% per year but the company’s share price has increased by 3% per year, which means it is well ahead of earnings. Board Change • Nov 17
Less than half of directors are independent There are 5 new directors who have joined the board in the last 3 years. Of these new board members, 2 were independent directors. The company's board is composed of: 5 new directors. 1 experienced director. 1 highly experienced director. 2 independent directors (4 non-independent directors). Co-Founder & Director William Bartels is the most experienced director on the board, commencing their role in 1999. Independent Chairman Michael Wager was the last independent director to join the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of board continuity. Lack of experienced directors. Recent Insider Transactions • Sep 11
Co-Founder & Director recently sold US$121k worth of stock On the 8th of September, Robert Brown sold around 84k shares on-market at roughly US$1.44 per share. This transaction amounted to 3.3% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. Robert has been a net seller over the last 12 months, reducing personal holdings by US$373k. Reported Earnings • Aug 16
Second quarter 2022 earnings released: EPS: US$0.053 (vs US$0.024 in 2Q 2021) Second quarter 2022 results: EPS: US$0.053 (up from US$0.024 in 2Q 2021). Revenue: US$67.8m (flat on 2Q 2021). Net income: US$1.15m (up 124% from 2Q 2021). Profit margin: 1.7% (up from 0.8% in 2Q 2021). Over the last 3 years on average, earnings per share has fallen by 37% per year but the company’s share price has increased by 8% per year, which means it is well ahead of earnings. Announcement • Aug 05
SPAR Group, Inc. to Report Q2, 2022 Results on Aug 16, 2022 SPAR Group, Inc. announced that they will report Q2, 2022 results at 9:30 AM, US Eastern Standard Time on Aug 16, 2022 Announcement • Jul 13
SPAR Group Receives Audit Committee Requirements Compliance Notice from Nasdaq As previously reported in connection with the amendment and restatement of SPAR Group, Inc.'s By-Laws on January 25, 2022 (the "Restated By-Laws"), as described in SGRP's Current Report on Form 8-K as filed with the SEC on January 28, 2022 (the "CIC Report"), the Board received written notice from Mr. Panagiotis ("Panos") N. Lazaretos respecting his retirement on January 25, 2022, from his memberships on SGRP Board and its Audit Committee. As a result and since then, SGRP's Audit Committee has had only two (2) members, and SGRP has been actively seeking an additional "Super Independent Director" (as defined in its Restated By-Laws and described in the CIC Report) for memberships on the Board and Audit Committee. Subsequently, SGRP received a notification letter from Nasdaq dated July 7, 2022 (the "Nasdaq Deficiency Letter"), stating that SGRP no longer complies with Nasdaq's Audit Committee requirements. Nasdaq Listing Rule 5605(c)(2) requires that a listed company have an audit committee of at least three (3) independent directors with members that each have financial literacy and even greater independence than ordinary Board members (the "Audit Committee Requirements"). For example, audit committee members cannot be affiliates of or consultants to a listed company under SEC and Nasdaq Rules. In the Nasdaq Deficiency Letter, Nasdaq's Staff has required that SGRP must submit evidence of its compliance by no later than July 25, 2022, with the Audit Committee Requirements. SGRP must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than this date. In the event SGRP does not regain compliance by that date, Nasdaq Rules require Nasdaq's Staff to provide written notification to SGRP that its securities will be delisted. At that time, SGRP may appeal the delisting determination to a Nasdaq Hearings Panel. Board Change • Jul 01
Less than half of directors are independent There are 5 new directors who have joined the board in the last 3 years. Of these new board members, 2 were independent directors. The company's board is composed of: 5 new directors. 1 experienced director. 1 highly experienced director. 2 independent directors (4 non-independent directors). Co-Founder & Director William Bartels is the most experienced director on the board, commencing their role in 1999. Independent Director Michael Wager was the last independent director to join the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of board continuity. Lack of experienced directors. Announcement • Jun 14
SPAR Group, Inc., Annual General Meeting, Jul 12, 2022 SPAR Group, Inc., Annual General Meeting, Jul 12, 2022, at 12:00 US Eastern Standard Time. Agenda: To consider to re-elect six directors of SGRP (all incumbents on May 20, 2022) to serve on SGRP's Board of Directors during the ensuing year and until their successors are elected and qualified; to ratify, on an advisory basis, the appointment of BDO USA, LLP, as the independent registered accounting firm for the corporation and its subsidiaries for the year ending December 31, 2022; to approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this proxy statement; and to select, on an advisory basis, whether the corporation should request an advisory vote from its stockholders respecting compensation of the named executive officers every one, two or three years. Announcement • May 12
SPAR Group, Inc. to Report Q1, 2022 Results on May 16, 2022 SPAR Group, Inc. announced that they will report Q1, 2022 results Pre-Market on May 16, 2022 Announcement • Apr 01
SPAR Group, Inc. announced delayed annual 10-K filing On 03/31/2022, SPAR Group, Inc. announced that they will be unable to file their next 10-K by the deadline required by the SEC. Reported Earnings • Mar 30
Full year 2021 earnings: EPS misses analyst expectations Full year 2021 results: US$0.084 loss per share (down from US$0.16 profit in FY 2020). Revenue: US$255.7m (up 11% from FY 2020). Net loss: US$1.78m (down 153% from profit in FY 2020). Revenue was in line with analyst estimates. Earnings per share (EPS) missed analyst estimates. Over the last 3 years on average, earnings per share has increased by 37% per year but the company’s share price has only increased by 27% per year, which means it is significantly lagging earnings growth. Valuation Update With 7 Day Price Move • Feb 02
Investor sentiment improved over the past week After last week's 16% share price gain to US$1.25, the stock trades at a trailing P/E ratio of 5.7x. Average trailing P/E is 13x in the Media industry in the US. Total returns to shareholders of 103% over the past three years. Recent Insider Transactions • Dec 18
Key Executive recently sold US$129k worth of stock On the 9th of December, Robert Brown sold around 100k shares on-market at roughly US$1.29 per share. This was the largest sale by an insider in the last 3 months. Robert has been a seller over the last 12 months, reducing personal holdings by US$553k. Recent Insider Transactions • Nov 26
Co-Founder & Director recently sold US$68k worth of stock On the 22nd of November, William Bartels sold around 49k shares on-market at roughly US$1.37 per share. In the last 3 months, there was an even bigger sale from another insider worth US$325k. William has been a seller over the last 12 months, reducing personal holdings by US$602k. Reported Earnings • Nov 17
Third quarter 2021 earnings released: EPS US$0.055 (vs US$0.054 in 3Q 2020) The company reported a solid third quarter result with improved earnings and revenues, although profit margins were weaker. Third quarter 2021 results: Revenue: US$67.4m (up 14% from 3Q 2020). Net income: US$1.18m (up 3.1% from 3Q 2020). Profit margin: 1.8% (down from 1.9% in 3Q 2020). The decrease in margin was driven by higher expenses. Over the last 3 years on average, earnings per share has increased by 81% per year but the company’s share price has only increased by 19% per year, which means it is significantly lagging earnings growth. Valuation Update With 7 Day Price Move • Nov 06
Investor sentiment improved over the past week After last week's 18% share price gain to US$1.71, the stock trades at a trailing P/E ratio of 7.9x. Average trailing P/E is 16x in the Media industry in the US. Total returns to shareholders of 86% over the past three years. Recent Insider Transactions • Sep 08
Co-Founder & Director recently sold US$118k worth of stock On the 3rd of September, William Bartels sold around 71k shares on-market at roughly US$1.65 per share. This was the largest sale by an insider in the last 3 months. William has been a seller over the last 12 months, reducing personal holdings by US$486k. Recent Insider Transactions • Sep 01
Co-Founder & Director recently sold US$78k worth of stock On the 27th of August, William Bartels sold around 47k shares on-market at roughly US$1.65 per share. In the last 3 months, they made an even bigger sale worth US$102k. William has been a seller over the last 12 months, reducing personal holdings by US$368k. Reported Earnings • Aug 18
Second quarter 2021 earnings released: EPS US$0.024 (vs US$0.005 loss in 2Q 2020) The company reported a strong second quarter result with improved earnings, revenues and profit margins. Second quarter 2021 results: Revenue: US$67.2m (up 32% from 2Q 2020). Net income: US$514.0k (up US$617.0k from 2Q 2020). Profit margin: 0.8% (up from net loss in 2Q 2020). The move to profitability was driven by higher revenue. Over the last 3 years on average, earnings per share has increased by 91% per year but the company’s share price has only increased by 9% per year, which means it is significantly lagging earnings growth. Recent Insider Transactions • Aug 17
Co-Founder & Director recently sold US$102k worth of stock On the 10th of August, William Bartels sold around 53k shares on-market at roughly US$1.93 per share. In the last 3 months, there was an even bigger sale from another insider worth US$253k. William has been a seller over the last 12 months, reducing personal holdings by US$290k. Valuation Update With 7 Day Price Move • Jul 30
Investor sentiment improved over the past week After last week's 28% share price gain to US$1.95, the stock trades at a trailing P/E ratio of 10.3x. Average trailing P/E is 15x in the Media industry in the US. Total returns to shareholders of 57% over the past three years. Valuation Update With 7 Day Price Move • Jul 15
Investor sentiment improved over the past week After last week's 16% share price gain to US$1.51, the stock trades at a trailing P/E ratio of 8x. Average trailing P/E is 17x in the Media industry in the US. Total returns to shareholders of 17% over the past three years. Announcement • Jun 23
Spar Group Receives A Notification Letter from Nasdaq On June 9, 2021, in a letter to the Corporation, all three members of SPAR Group, Inc.'s Audit Committee, namely Mr. Arthur H. Baer, Mr. Igor Novgorodtsev, and Mr. Jeffrey A. Mayer (each a "Resigning Independent Director"), resigned from the Corporation's Board of Directors (the "Board") and all of its committees, effective immediately (the "Resignations"). Management informed Nasdaq of the receipt of the Resignations on June 11, 2021. As a result of the Resignations, SGRP received a notification letter from Nasdaq dated June 15, 2021 (the "Nasdaq Deficiency Letter"), stating that SGRP no longer complies with Nasdaq's majority independent director and audit committee requirements as set forth in Nasdaq Listing Rule 5605 (“Nasdaq Rules”). In the Nasdaq Deficiency Letter, Nasdaq noted that a listed company normally has 45 calendar days to submit a detailed plan to regain compliance for non-compliance with the Nasdaq Rules. However, Nasdaq's Staff determined to give a shortened deadline for SGRP to submit its plan to regain compliance, until June 29, 2021, pursuant to its discretionary authority set forth in Listing Rule 5101.3.