SPAR Group, Inc.

Good morning and welcome to the SPAR Group fourth quarter and year-end 2025 financial results conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing star then zero on your telephone keypad. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Sandy Martin, three-part advisors. Please go ahead.

Thank you, operator, and good morning, everyone. We appreciate you joining us for SPAR Grouping's conference call to review the fourth quarter and full year 2025 results. Joining me on the call today are SPAR's Chief Executive Officer, William Lenane, and the company's chief financial officer, Steven Hennen. This call is being webcast and can be accessed through the audio link on the events and presentations page of the investor relations section at investors.sparinc.com. The information recorded on this call speaks only as of today, so please be advised that any time sensitive information may no longer be accurate as of the date of any replay or transcript reading. I would also like to remind you that the statements made in today's discussion that are not historical facts, including statements, expectations, future events, or future financial performance are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements by their nature are uncertain and outside of the company's control. Actual results may differ materially from those expressed or implied. please refer to today's earnings press release for our disclosures on forward-looking statements. These factors and others risk and uncertainties are described in detail in the company's filings with the Securities and Exchange Commission. Management may also refer to non-GAAP financial measures and reconciliation to the nearest GAAP measures can be found at the end of our earnings release. SPAR Group assumes no obligation to update or revise any forward-looking statements publicly. Finally, the earnings press release we issued today is posted on the investor relations section of our website at sparring.com. Now I would like to turn the call over to the company's CEO, William Linnaeus.

Thank you, Sandy, and good morning. I'm pleased to share our fiscal 2025 results. After our prepared remarks, we will open the line for questions. Fiscal 2025 was a transformational year for SPARC. We finalized the work connected to the divestiture of our international joint ventures, a deliberate decision that allowed us to concentrate fully on growing our business in the US and Canada. Last week, we announced a strategic partnership with Repositrak, which I'll speak to in a moment. Today, SPAR is the nationwide retail service solutions company with deep expertise in merchandising, both traditional and our new on-demand model. We are North America-centric, people-powered, and tech-enabled, and we are aligned around a clear vision of where this business is going. Before we get to the numbers, I want to walk you through how we fundamentally changed this organization. The last two years, we simplified the business, exiting international operations that added complexity without serving our core strategy and sharpened our focus on the US and Canada markets, where we have long standing relationships with retailers and CP companies. In 2025, we rebuilt the leadership team from the ground up, eliminating management layers, bringing in proven operators with direct and varied industry experience, strengthening our data foundations and upgrading our advanced analytical capabilities. The result is a leader organization that can scale profitably. leveraging a right size cost base and automating manual tasks to turn complex execution and related data into faster decisions and ultimately better client outcomes. We are focused on delivering continued revenue growth, deliberately targeting higher margin core merchandising business while building on new service offerings. These two streams are complementary. Together, they open a large and under-penetrated addressable market with a flexible, innovative approach. And each new contract improves the economics of our fixed cost base we've already built. Our partnership with Repositrak is a direct expression of this. It demonstrates how AI, data, people, and in-store action can work together seamlessly to solve a problem retailers and vendors cannot solve with technology alone. This brings me to our strategic thesis. We believe the future of retail execution lies in the intersection of human action and AI-enabled intelligence. Technology is transforming how retailers detect out-of-stocks, pricing errors, compliance gaps, and execution failures. But detection alone doesn't fix shelves. Retailers and brands are flooded with signals. What they lack is reliable, fast, verified action since before. That gap is where Spar operates. and where we are building something defensible. Our industry is long run on a dedicated, inflexible, time-based labor model. Pay for hours, assign tasks, have hope for outcomes. We are moving past that. As far as redefining retail execution around intelligence, outcome-based action, a model where data, technology, and in-store execution converge in real time, on demand. The retailers and brands that will win over the next decade need a partner that can move at their speed, hold themselves accountable to outcomes, scale without breaking. That is what we are building, and we are just getting started. After Steve covers our detailed financial results, I will share additional thoughts and insights about the business. Steve?

Thank you, William, and good morning, everybody. Fiscal 2025 net revenues totaled $136.1 million. During 2025, the company changed its reportable segments from Americas, Asia Pacific, APAC, and Europe, Middle East, and Africa, following our strategic exits from several global joint venture arrangements. Today, we present geographic reportable segments that include the United States and Canada. All prior year segment information has been recast to the year end presentation, which means that Mexico and all other international operation revenues are included as all other for the year ended December 31st, 2024. On a comparable basis, full-year revenues of $136.1 million for the United States and Canada increased by 3.3% over 2024. Drilling down, U.S. net revenues increased 3.9% to $122.1 million, while Canadian sales were essentially flat at $14.1 million. Our gross profits year was 21.7 million or 15.9% of revenue compared with 33.6 million or 20.5% of revenue in 2024. Gross margin compression in 2025 was primarily due to shift towards the remodeling business, which inherently carries higher labor and travel costs, market driven wage pressure, and shifts in workforce alignment. Full year selling general and administrative expenses were $32.2 million or 23.7% of revenues compared to $33.9 million or 20.7% of revenues in the prior year. SG&A costs included approximately $7 million of one-time costs and out-of-period write-offs in 2025. We expect our annual run rate SG&A cost to be approximately $25.5 to $26.5 million, excluding any unusual and non-recurring costs. In addition, we recorded restructuring costs and severance of $4.8 million for the 2025 fiscal year end. As a result, we reported operating loss of $16.9 million for fiscal year 2025 compared to $700,000 of operating income in the prior fiscal period. Net loss attributable to Spar Group Inc. for 2025 was $24.6 million, or $1.04 per diluted share compared to a net loss of $3.2 million or $0.13 per share in 2024. Adjusted net loss attributable to Spar Group Inc. was $10.7 million or $0.45 per diluted share compared to $707,000 or $0.03 per diluted share in the prior period. Consolidated EBITDA for the fiscal 2025 year was a negative $16.5 million compared to $3.5 million in the prior year. 2024 includes $2.5 million gain from the sale of businesses. Consolidated adjusted EBITDA was a negative $8.6 million compared to a positive $6.7 million in the prior year. Fiscal 2025 adjusted EBITDA Attributed to this, our group, Inc., was the same as consolidated with a negative $8.6 million compared to a positive $5.6 in the prior year. Turning to the company's financial position, as of December 31, 2025, our balance sheet remains solid with positive working capital of $14.7 million, excluding the balance owed on the line of credit and the current portion of the long-term debt. This includes $3.3 million in cash and cash equivalents. For the 12 months ending December 31, 2025, net cash used by operating activities was $18.4 million. With that, I would like to turn it back to William.

Thank you, Steve. On March 26, we announced our strategic partnership with Reposit Truck. And I want to give you a sense of what that looks like in practice. When a truck arrives with promotional items, seasonal goods, or high-velocity SKUs, a retailer, and as importantly, the vendor, needs those products on shelf immediately. They can't wait for scheduled labor. This is relevant to all vendors, but can be especially challenging for scan-based trading or direct store vendors. SPAR teams are dispatched in real time to any store anywhere in the country. We call this surge or on-demand merchandising. It's a cost-effective, flexible labor buffer that activates exactly when and where it's needed without adding to the store's team's workload, providing a high return on investment. The repository track partnership adds the intelligence layer out of stock detection, perpetual inventory accuracy, and route optimization so that our dispatch decisions are data-driven, not reactive. The result is a seamless loop. Technology identifies the need and SPAR executes the fix. This model is applicable to grocery, mass, club, dollar, convenience and specialty retail across the United States and Canada, depending on the data source. The addressable market is large and the need is immediate. We are bullish about what this partnership and other similar partnerships unlock for SPAR in 2026 and beyond. Turning to our fiscal year 2026 financial guidance issue today we expect top line revenue to be in the range of 143 million to 151 million and gross margins to improve to 20.5 percent to 22.5 percent primarily driven by our service mix with a growing percent of merchandising work relative to remodel work we are encouraged by the growing strength of our business pipeline driven by wallet expansion from existing clients and market share gains this year. We believe that SPAR will win because we are uniquely positioned to serve as a critical operating layer for leading retailers and brands with national scale, deep execution DNA, and a large, highly flexible labor model. We've also invested in modern cloud and ERP infrastructure to enable fast, efficient recruiting and client services And as we discussed earlier, we are successfully pursuing a partner-led technology strategy. With our strategic retail partners, we can move faster and more credibly than anyone else. In addition, our proprietary Sparview platform is a mobile-first tool that collects data as we perform projects and allows us to communicate with our people on outcomes. We are increasingly utilizing AI platforms to detect issues, help us part of what matters most. A trigger is signaled with ROI driven tasks and SPAR deploys trained field teams dynamically. Soon after the execution is verified and outcomes are measured and reported. This creates closed loop retail execution from signal to fix to ROI. SPAR is the execution engine that turns retail intelligence into revenue recovery. Turning to our strategic transformation, our roadmap over the past year has been disciplined and deliberate. And now we are laser focused on building a profitable business that generates free cash flow. Growth underpins everything we do. Our plans include growth in each of our core areas. We are deepening existing relationships and building new ones with mass retailers, grocery partners, in the dollar channel, and with leading CPG partners. We are expanding our services for existing clients that increase wallet share. At the same time, we are investing in data integration, AI and technology partnerships, workforce intelligence, dynamic scheduling, automation, and margin expansion. None of this works without the right people. That's why we've strengthened our leadership bench, simplified the organization, stabilized Workday, our ERP, invested in workforce management and focused on training deployment and retention our ambition is not just to lead in technology but to genuinely lead in how people are managed developed and valued because the future of this company is tech and people powered we are developing spars reliable and repeatable human operating layer for the retail and cpg industries and we believe this will deliver sustainable shareholder value The work ahead is significant, but the direction is clear. If we execute consistently, decisively, and with discipline, FAR will not just participate, but will lead in the future of retail execution. With that operator, I would like to open the line for questions.

We will now begin the question and answer session. To ask a question, you may press star then 1 on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star then 2. At this time, we will pause momentarily to assemble our roster. The first question comes from Ross Davidson with Benetton Capital. Please go ahead.

Hi, William. Hi, Steve. Thanks for taking the question. I know 2035 is a big transformational year. I think you guys have done a good job of laying that out. Just on Q4, though, can you give us any, just a little bit of color around both the revenue decline and I guess the resulting negative gross margin? Just help us understand how we are inflecting from that Q4 into what you've described for 2026.

Yeah, thanks Ross for your question. In terms of the shape of 2025, obviously Q3 was significant growth rate and we had some timing of projects in terms of how they landed in 2025 and how they landed in 2024. So that's part of the answer to 2025 Q4. I think you'll see a more stable growth rate as we go into 2026, and that's partly related to the focus back on to really growing merchandising as opposed to remodel business. Does that answer the question?

I think so. So, almost like a little bit of an air pocket as you kind of wrapped up some projects and then, you know, as you get into 2026, sort of work through that and on to the sort of numbers you described, I guess.

Yeah, that's correct. And we've purposely pivoted the business development and sales team to really focus on the merchandising going forward, given the margin gap. between the two business. So obviously we'll take the remodel work if it's profitable, but we want to focus this on where we see the head room for growth and where we think we can add technology with partners to improve margin over the long term. So yeah, that's correct.

Okay, great. And that makes sense. And I think that you described that well. And then just in terms of expectations for the year, in no way am i trying to get to quarterly guidance i don't i don't think you should do that but just you know as we think about the um the ramp and the transformation should we expect you know a build up towards the first margin you described or um you know any seasonality i guess anything we should expect you know with respect to what we'll see in q1 q2 versus q3 q4 um

Yeah, so this is Steve. When we provided the guidance that we released today, that is on an annual basis. Now, the only quarter that we see kind of below that, potentially at the bottom end of that range, is the fourth quarter, which is typically our slowest quarter of the year.

And that's partly because within our gross margins, we have our field management costs, which is somewhat semi-fixed. But, you know, we've intentionally pivoted strongly to focus back on merchandising. So I think, you know, we'll post Q1 here in the next four to six weeks. And as Steve said, they're full year numbers, but you'll see the story laid out as we post that and then refine the guidance.

Okay, so it's a pretty quick sort of, well, it's a pretty quick turnaround for Q1, as you noted. And then the business, you know, we should expect pretty clean numbers with respect to kind of all the transformation work you've done in 2025. Even early in 2026, we'll see kind of the profile of, you know, or the result of that work, I guess, is kind of what I'm hearing.

That is correct, yes.

Okay. Okay. That's great. And then the RepositTrack partnership, just to confirm, so is that, you know, that's quote-unquote live, that's something you're out now marketing and offering to potential customers?

That's correct. Yeah, meetings are actually in progress in terms of conversations. So, yes, it's live. And we're excited about it. It's the first of potentially some other announcements we'll make into the future, but it aligns to our strategy of where we can really add the most value, but also create a defensible model at a higher margin rate by having partners who can feed data about different parts of the market. Repositrak specifically have a strong... out-of-stock management tool, and they've got access to data across certain parts of the market that they're strong in. So, yeah, we're excited about the partnerships.

Okay, great. Yeah, that sounds really exciting. Okay, thanks for taking the questions, guys, and congrats on all the progress with the business.

Thank you. Thank you, Ross.

As there are no further questions from investors, I would like to turn the conference back over to William Lenane for any closing remarks.

Thank you. And thank you for continuing to follow our company. I look forward to providing our first quarter results and updating our strategic initiatives in a couple of months. Have a great day, everyone, and thank you again.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.