Business Operations and Strategy - As of December 31, 2024, SPAR Group has exited operations in Mexico, Brazil, South Africa, China, Japan, and India, now focusing solely on the United States and Canada [25]. - The company aims to grow its core business, introduce or acquire new services, and invest in technology to achieve top-line growth and expanded margins [34]. - SPAR Group operates through three divisions: Americas, Asia Pacific (APAC), and Europe, Middle East and Africa (EMEA), with a strategic exit from all international joint ventures [38]. - The company provides six principal types of services, including Merchandising and Marketing, Category Management and Setup, and Fulfillment and Distribution [41]. - SPAR Group's strategy includes testing new ideas and services, particularly in digital, e-commerce, and AI, to meet evolving market demands [36]. - The company continues to evaluate its business model in light of changing client requirements and regulatory environments [56]. - The Company’s business model depends on the continued outsourcing of merchandising and marketing services, which may be impacted by retailers choosing to perform these services internally [74]. Financial Performance - Consolidated net revenues for the year ended December 31, 2024, were 65.9 million or 25.1% compared to 26.5 million or 13.0% to 13.2 million or 53.9% to 26.3 million or 76.1% to 37.3 million or 18.9% of net revenue in 2024, compared to 5.5 million related to strategic alternatives and joint venture sales [156]. - Consolidated Adjusted EBITDA for 2024 was 12.97 million in 2023, with Adjusted EBITDA attributable to SPAR Group, Inc. at 9.94 million in 2023 [145]. - The company's interest expense increased to 1.9 million in 2023, due to higher debt balances [161]. - Net income attributable to SPAR Group, Inc. was a loss of 3.9 million in 2023 [146]. - The Company reported a net cash used in operating activities of 6.8 million for 2023, primarily due to the sale of Brazil & South Africa [180]. Internal Controls and Compliance - The Company identified material weaknesses in its internal controls as of December 31, 2024, which resulted in errors in revenue, expense, and account reconciliations [94]. - Management identified two material weaknesses in internal control over financial reporting as of December 31, 2024, affecting the accuracy of revenue, expense, and account reconciliations [202]. - The company is focused on designing and implementing effective internal control measures to improve financial reporting reliability [205]. - Management's evaluation concluded that disclosure controls and procedures were not effective due to material weaknesses [199]. - The company is actively developing a remediation plan to address identified material weaknesses in its internal controls, but the timeline for completion is uncertain [95]. Market and Competitive Landscape - The merchandising and marketing services industry is expected to continue growing, driven by the need for retailers to enhance physical store relevance amid increasing digital competition [31]. - The marketing services industry is highly competitive, with the Company focusing on breadth and quality of client services as key competitive factors [58]. - The Company faces risks from potential economic downturns that could significantly reduce revenues, particularly from key clients in retail and manufacturing [70]. Shareholder and Stock Information - The Majority Stockholders beneficially own approximately 46.6% of the SGRP Common Stock, which could influence corporate governance and decision-making [101]. - The market price of SGRP Common Stock fluctuated from 3.12 per share during the year ended December 31, 2024, indicating significant volatility [89]. - The Company repurchased 1,000,000 shares under the 2024 Stock Repurchase Program on May 3, 2024, following the completion of the 2022 program [90]. - The company has never declared or paid any cash dividends on its common stock and does not anticipate doing so in the foreseeable future [128]. Human Resources and Executive Management - The Company employed approximately 3,425 individuals as of December 31, 2024, including 249 full-time and 730 part-time employees in the Americas Division [55]. - The company’s business performance is closely tied to the experience and retention of key executives, which is critical for long-term success [99]. - Phantom Stock Unit Grants were issued to key executives, including Antonio Calisto Pato and William Linnane, effective April 3, 2023 [221]. - A Change of Control Severance Agreement was established with Antonio Calisto Pato on February 28, 2023, enhancing executive retention strategies [222]. Technology and Innovation - SPAR Group's technology, SPARView, is designed to optimize merchandising and marketing services, providing clients with detailed insights and enhancing operational efficiency [37]. - The Company incurred costs of $1.0 million for the maintenance and development of its global technology systems in both 2024 and 2023 [54]. - The company implemented a new ERP system effective January 1, 2025, aimed at improving internal controls and reducing manual adjustments [205]. Risk Management - The Company is at risk of liquidity constraints due to potential violations of covenants in its credit facilities, which could adversely affect its financial condition [96]. - The Company relies on third-party vendors for telecommunication services, which poses risks related to service disruptions and cybersecurity breaches [87]. - The company carries insurance to protect against potential losses from cybersecurity incidents, but coverage may not be sufficient [114]. - The company did not encounter any material cybersecurity incidents during the fiscal year 2024, nor did it incur notable expenses as a result [115].
SPAR (SGRP) - 2024 Q4 - Annual Report