SGRP — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-13

• On March 29, 2026, the Company entered into an amendment with ReposiTrak, Inc., an affiliate of PC Group (the “TRAK”) (the “Amendment”), to that certain Services Agreement dated March 13, 2026 (the “Agreement”) entered into and between the Company and TRAK. Under the terms of the Agreement, the Comp…

• Under the terms of the Amendment, TRAK had the option to elect to receive payment for the Services in cash, shares of common stock of the Company, or a combination thereof. Any issuance of common stock pursuant to the Amendment was valued based upon the volume weighted average price (“VWAP”) of comm…

• On May 29, 2026, TRAK elected to receive payment of the outstanding balance owed to TRAK under the Amendment in shares of common stock, resulting in the issuance by the Company to the TRAK of 3,190,569 shares of common stock at a deemed value of $0.728710119 per share, in consideration of the paymen…

• Effective June 1, 2026, the Company and TRAK entered into a further IT & Development Services Agreement for a term beginning on June 1, 2026 through May 31, 2027 (“IT Agreement”). Under the terms of the IT Agreement, TRAK will (i) develop, configure, and implement the TRAK application framework to s…

• EBITDA and Adjusted EBITDA is a non-GAAP measure of our operating performance and should not be considered as an alternative to net income as a measure of financial performance or any other performance measure derived in accordance with generally accepted accounting principles in the United States o…

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• EBITDA and Adjusted EBITDA is a non-GAAP measure of our operating performance and should not be considered as an alternative to net income as a measure of financial performance or any other performance measure derived in accordance with generally accepted accounting principles in the United States o…

• Canada cost of revenues totaled $2.4 million and $2.3 million for the three months ended March 31, 2026 and 2025, respectively.

• U.S. SG&A expenses totaled $5.7 million and $5.4 million for the three months ended March 31, 2026 and 2025, respectively.

• For the three months ended March 31, 2026 income tax expense was $28 thousand with an effective rate of (5.3%), compared to expense of $114 thousand with an effective rate of 19.8% for the three months ended March 31, 2025. The first quarter 2026 effective tax rate differs from the statutory rate of…

• 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…

Text added vs the prior filing · source: 10-Q · 2026-08-13

• The Company is party to various legal proceedings and claims that arise in the ordinary course of business. While the outcomes of these matters cannot be predicted with certainty, management does not believe that the resolution of any currently pending ordinary course matters will have a material ad…

• Subsequent to the end of the fiscal quarter covered by this Quarterly Report, on June 5, 2026, a purported shareholder derivative action was filed against certain of the Company's current and former directors and officers, naming the Company as a nominal defendant, in the Delaware Court of Chancery …

• Separately, on July 30, 2026, Brown filed an arbitration action against the Company (the “Arbitration”), seeking to enforce a Settlement Agreement and Release dated as of May 1, 2026 (“Settlement Agreement”), which resolved a prior arbitration between Brown and the Company. As part of that settlemen…

• On August 7, 2026, the Company filed its answer to Brown’s demand for Arbitration, asserted affirmative defenses and requested judgment in the Company’s favor on all counts related to Brown’s demand for Arbitration. The Company also asserted certain counterclaims, including for damages related to, a…

• The Company believes there is no merit to the allegations asserted by Brown, and intends to vigorously defend the actions, and vigorously pursue its counterclaims in its response to the Complaint, and in Arbitration. Because these matters are in their preliminary stages, the Company is unable to pre…

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• The Company is a party to various legal actions and administrative proceedings arising in the normal course of business. In the opinion of Company's management, resolution of these matters is not anticipated to have a material adverse effect on the Company or its estimated or desired affiliates, ass…

Text added vs the prior filing · source: 10-Q · 2026-08-13

• There have been no material changes to the risk factors disclosed under Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, except as set forth below. The risk factor described below should be read in conjunction with the risk factors and ot…

• We are subject to a shareholder derivative lawsuit that could result in substantial costs and a diversion of management's attention and resources.

• Following the end of the fiscal quarter covered by this Quarterly Report, a purported shareholder derivative action was filed against certain of our current and former directors and officers, naming the Company as a nominal defendant, alleging breach of fiduciary duty, unjust enrichment, and request…

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• Various risk factors applicable to the Company and its businesses are described in Item 1A under the caption "Risk Factors" in the 2025 Annual Report on Form 10-K for the year ended December 31, 2025, which Risk Factors are incorporated by reference into this Quarterly Report on Form 10-Q for the th…

• There have been no material changes in the Company's risk factors since the 2025 Annual Report on Form 10-K for the year ended December 31, 2025.