SPAR Group, Inc. Files 10-K/A Amendment for Fiscal Year Ended December 31, 2023

TL;DR

<b>SPAR Group, Inc. has filed an amended 10-K for the fiscal year ending December 31, 2023, confirming its reporting compliance.</b>

AI Summary

SPAR Group, Inc. (SGRP) filed a Amended Annual Report (10-K/A) with the SEC on April 30, 2024. SPAR Group, Inc. filed an amended 10-K report for the fiscal year ending December 31, 2023. The company's common stock is registered and traded on The NASDAQ Stock Market LLC under the ticker symbol SGRP. SPAR Group, Inc. is incorporated in Delaware and has its principal executive offices in Auburn Hills, Michigan. The filing indicates the company is not a well-known seasoned issuer. The report confirms SPAR Group, Inc. has filed all required reports for the preceding twelve months and has been subject to filing requirements for the past 90 days.

Why It Matters

For investors and stakeholders tracking SPAR Group, Inc., this filing contains several important signals. This amended filing provides updated or corrected information for the fiscal year 2023, which is crucial for investors to have the most accurate financial and operational data. As a publicly traded company on NASDAQ, SPAR Group, Inc. must adhere to strict SEC reporting requirements, and this 10-K/A filing demonstrates their ongoing commitment to regulatory compliance.

Risk Assessment

Risk Level: low — SPAR Group, Inc. shows low risk based on this filing. The risk is low as this is an amended filing (10-K/A) which typically corrects or updates information rather than indicating new material adverse events, and the company confirms it has met its filing obligations.

Analyst Insight

Review the specific amendments within the 10-K/A filing to understand any changes to SPAR Group, Inc.'s financial or operational disclosures for the fiscal year 2023.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported fiscal year end)
• 0-27408 — Commission File Number (SEC commission file number for SPAR Group, Inc.)
• 33-0684451 — IRS Employer Identification No. (Company's IRS EIN)

Key Players & Entities

• SPAR Group, Inc. (company) — Registrant name
• SGRP (company) — Trading Symbol
• NASDAQ Stock Market LLC (company) — Exchange where common stock is registered
• Delaware (company) — State of incorporation
• Auburn Hills, MI (company) — Principal executive offices location
• 2023-12-31 (date) — Fiscal year end date
• 2024-04-30 (date) — Filing date

FAQ

Industry Context

SPAR Group, Inc. operates in the business services sector, providing services such as in-store merchandising and retail support.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including the filing of annual reports (10-K) and amendments (10-K/A).

What Investors Should Do

1. Review the specific amendments made in the 10-K/A filing.
2. Verify the accuracy of financial and operational data presented for the fiscal year 2023.
3. Monitor future filings for any significant changes or updates from SPAR Group, Inc.

Year-Over-Year Comparison

This is an amended filing (10-K/A) for the fiscal year ended December 31, 2023, indicating updates or corrections to the original filing.

Filing Documents

• sgrp20231231_10ka.htm (10-K/A) — 601KB
• ex_650865.htm (EX-31.1) — 9KB
• ex_650866.htm (EX-31.2) — 9KB
• ex_650867.htm (EX-32.1) — 6KB
• ex_650868.htm (EX-32.2) — 6KB
• 0001437749-24-013963.txt (&nbsp;) — 914KB
• sgrp-20231231.xsd (EX-101.SCH) — 3KB
• sgrp-20231231_def.xml (EX-101.DEF) — 17KB
• sgrp-20231231_lab.xml (EX-101.LAB) — 23KB
• sgrp-20231231_pre.xml (EX-101.PRE) — 18KB
• sgrp20231231_10ka_htm.xml (XML) — 7KB

Executive Compensation

Executive Compensation -15- Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters -23- Item 13 Certain Relationships and Related Transactions, and Director Independence -24- Item 14 Principal Accountant Fees and Services -27- PART IV Item 15 Amended Exhibits -28-

Signatures

Signatures -29- SPAR Group, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive (Loss) Income and Notes in SGRP's Annual Report on Form 10-K for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the " SEC ") on April 1, 2024. FIRST AMENDMENT ON FORM 10-K/A SPAR Group, Inc. (the " Corporation " or " SGRP ", and together with its subsidiaries, the " Company ") is filing this Amendment No. 1 on Form 10-K/A (this " Amendment ") to amend SGRP's Annual Report on Form 10-K for the year ended December 31, 2023 (" Original 10-K "), originally filed with the Securities and Exchange Commission (the " SEC ") on April 1, 2024. The Form 10-K as amended by this Amendment will be referred to as the "Annual Report". This Amendment is being filed to update the definitions of Risks and SEC Reports and update other cautions in Forward-Looking Statements in the Annual Report, to include the information required by Part III of Form 10-K in the Annual Report and to make corresponding changes in the table of contents. This Part III information was previously omitted from our Original 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in our Original 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to include Part III information in the Annual Report because a definitive proxy statement containing such information will not be filed within that period. References to the Annual Report in our Original 10-K and in this Amendment shall mean SGRP's 10-K as amended by this Amendment. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new Exhibits 31.1 and 31.2 are annexed hereto and filed herewith. Except as described above, this Amendment does not amend or otherwise update any other infor

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report (including the Original 10-K and this Amendment) 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 Grou p" and the " Company "). There also are "forward-looking statements" contained in SGRP's definitive Proxy Statement respecting its Annual Meeting of Stockholders: (i) held on November 9, 2023, as filed with the SEC on October 13, 2023 (the "2023 Proxy Statement"); and (ii) to be held later in 2024 (the " 2024 Proxy Statement "), which SGRP expects to file approximately 30 days prior to the 2024 Annual Meeting of Stockholders, with the Securities and Exchange Commission (the " SEC "), and SGRP's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and statements as and when filed with the SEC (including the Annual Report as amended by this Amendment, the 2023 Proxy Statement, the 2024 Proxy Statement and such Quarterly Reports and Current Reports, each a " SEC Re port "). "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 Annual Repor

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance The Board of Directors of the Corporation The Board is responsible for overseeing the management, policies and direction of the Corporation and its subsidiaries (collectively, the " Company "), both directly and through its committees (See Corporate Governance , below). The members of the Board and referenced Committees as of December 31, 2023, were as set forth below. Mr. James R. Gillis joined the Board on August 10, 2023, Mr. John Bode and Ms. Linda Houston joined the Board on October 1, 2023, and they and Mr. Michael R. Matacunas and Mr. William H. Bartels were all reelected at the 2023 Annual Meeting of the Corporation's stockholders on November 9, 2023. Name A ge Position with SGRP on December 31, 2023 Michael R. Matacunas 56 Chief Executive Officer, President and a Director James R. Gillis (1) (2) 70 Director and Chairman of the Board and member of the Audit Committee, Governance Committee and Compensation Committee John Bode (1) (2) 49 Director and Chairman of the Audit Committee, and member of the Governance Committee and (since March 2024) Compensation Committee Linda Houston (1) (2) 66 Director and Chairman of the Governance Committee, Chairman of the Compensation Committee and member of the Audit Committee William H. Bartels (2) 79 Director The members of the Board and referenced Committees as of January 1, 2023, were as set forth below except as otherwise noted: Mr. Sean M. Whelan resigned from the Board effective September 30, 2023, Mr. Michael Wager passed away on July 8, 2023, and Michael Wager (deceased), Sean M. Whelan, Robert G. Brown and Peter W. Brown were not nominees for and were not re-elected as directors at the 2023 Annual Meeting of the Corporation's stockholders on November 9, 2023. See Contractually Dedicated Seats and 2022 By-Laws, below. Name A ge Position with SGRP on January 1, 2023 Michael R. Matacunas 55 Chief Executive Officer, Pres

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