Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 06, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'SPAR GROUP INC | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 20,556,554 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001004989 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets_Cu
Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Current assets: | ' | ' | |
Cash and cash equivalents | $5,622 | $2,814 | [1] |
Accounts receivable, net | 21,844 | 21,734 | [1] |
Deferred income taxes | 410 | 456 | [1] |
Prepaid expenses and other current assets | 509 | 642 | [1] |
Total current assets | 28,385 | 25,646 | [1] |
Property and equipment, net | 2,238 | 2,032 | [1] |
Goodwill | 1,800 | 1,800 | [1] |
Intangible assets, net | 3,339 | 2,259 | [1] |
Deferred income taxes | 1,900 | 1,900 | [1] |
Other assets | 493 | 641 | [1] |
Total assets | 38,155 | 34,278 | [1] |
Current liabilities: | ' | ' | |
Accounts payable | 3,695 | 4,267 | [1] |
Accrued expenses and other current liabilities | 8,149 | 5,854 | [1] |
Accrued expenses due to affiliates | 729 | 560 | [1] |
Customer deposits | 490 | 673 | [1] |
Lines of credit | 503 | 696 | [1] |
Total current liabilities | 13,566 | 12,050 | [1] |
Long-term debt and other liabilities | 4,120 | 3,672 | [1] |
Total liabilities | 17,686 | 15,722 | [1] |
Commitments and Contingencies – See Note 10 | ' | ' | [1] |
Preferred stock, $.01 par value: | ' | ' | |
Authorized and available shares– 2,445,598 Issued and outstanding shares– None – September 30, 2014 and None – December 31, 2013 | ' | ' | [1] |
Common stock, $.01 par value: | ' | ' | |
Authorized shares – 47,000,000 Issued shares – 20,680,717 – September 30, 2014 and December 31, 2013 | 207 | 207 | [1] |
Treasury stock, at cost 124,163 shares – September 30, 2014 and 181,931 shares – December 31, 2013 | -188 | -356 | [1] |
Additional paid-in capital | 15,589 | 15,339 | [1] |
Accumulated other comprehensive loss | -1,409 | -1,031 | [1] |
Retained earnings | 2,244 | 1,654 | [1] |
Total SPAR Group, Inc. equity | 16,443 | 15,813 | [1] |
Non-controlling interest | 4,026 | 2,743 | [1] |
Total Equity | 20,469 | 18,556 | [1] |
Total liabilities and equity | $38,155 | $34,278 | [1] |
[1] | The Balance Sheet at December 31, 2013, is excerpted from the consolidated audited financial statements as of that date but does not include certain information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. |
Consolidated_Balance_Sheets_Cu1
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
Preferred stock, par value (in Dollars per share) | $0.01 | $0.01 | [1] |
Preferred stock, shares authorized | 2,445,598 | 2,445,598 | [1] |
Preferred stock, shares issued | 0 | 0 | [1] |
Preferred stock, shares outstanding | 0 | 0 | [1] |
Common stock, par value (in Dollars per share) | $0.01 | $0.01 | [1] |
Common stock, shares authorized | 47,000,000 | 47,000,000 | [1] |
Common stock, shares issued | 20,680,717 | 20,680,717 | [1] |
Treasury stock, shares | 124,163 | 181,931 | [1] |
[1] | The Balance Sheet at December 31, 2013, is excerpted from the consolidated audited financial statements as of that date but does not include certain information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. |
Consolidated_Statements_of_Inc
Consolidated Statements of Income and Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Net revenues | $31,009 | $27,753 | $89,969 | $80,152 |
Cost of revenues | 23,703 | 21,228 | 68,733 | 61,252 |
Gross profit | 7,306 | 6,525 | 21,236 | 18,900 |
Selling, general and administrative expense | 6,329 | 5,747 | 18,522 | 16,900 |
Depreciation and amortization | 430 | 388 | 1,260 | 1,097 |
Operating income | 547 | 390 | 1,454 | 903 |
Interest expense | 44 | 28 | 128 | 80 |
Other (income) expense, net | -89 | -5 | -202 | -73 |
Income before provision for income taxes | 592 | 367 | 1,528 | 896 |
Income tax expense (benefit) | 21 | -139 | 373 | 200 |
Income from continuing operations | 571 | 506 | 1,155 | 696 |
Income from discontinued operations | ' | 17 | ' | 98 |
Net income | 571 | 523 | 1,155 | 794 |
Other comprehensive (loss) income: | ' | ' | ' | ' |
Foreign currency translation adjustments | -423 | 56 | -378 | -505 |
Comprehensive income | 148 | 579 | 777 | 289 |
Comprehensive income attributable to non-controlling interest | -188 | -192 | -565 | -550 |
Comprehensive (loss) income attributable to SPAR Group, Inc. | -40 | 387 | 212 | -261 |
Net income attributable to non-controlling interest | -188 | -192 | -565 | -550 |
Net income attributable to SPAR Group, Inc. | $383 | $331 | $590 | $244 |
Continuing operations (in Dollars per share) | $0.02 | $0.02 | $0.03 | $0.01 |
Discontinued operations (in Dollars per share) | $0 | $0 | ' | ' |
Continuing operations (in Dollars per share) | $0.02 | $0.02 | $0.03 | $0.01 |
Discontinued operations (in Dollars per share) | $0 | $0 | ' | ' |
Weighted average common shares – basic (in Shares) | 20,584 | 20,503 | 20,585 | 20,483 |
Weighted average common shares – diluted (in Shares) | 21,525 | 21,781 | 21,687 | 21,708 |
Consolidated_Statement_of_Equi
Consolidated Statement of Equity (Unaudited) (USD $) | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total | |
In Thousands | ||||||||
Balance at Dec. 31, 2013 | $207 | ($356) | $15,339 | ($1,031) | $1,654 | $2,743 | $18,556 | [1] |
Balance (in Shares) at Dec. 31, 2013 | 20,681 | 182 | ' | ' | ' | ' | ' | |
Share-based compensation | ' | ' | 534 | ' | ' | ' | 534 | |
Exercise of stock options | ' | ' | 53 | ' | ' | ' | 53 | |
Change in non-controlling interest related to business acquisition | ' | ' | ' | ' | ' | 720 | 720 | |
Other changes to non-controlling interest | ' | ' | ' | ' | ' | -2 | -2 | |
Purchase of treasury shares | ' | -169 | ' | ' | ' | ' | -169 | |
Purchase of treasury shares (in Shares) | ' | 114 | ' | ' | ' | ' | ' | |
Re-issued treasury shares | ' | 337 | -337 | ' | ' | ' | ' | |
Re-issued treasury shares (in Shares) | ' | -172 | ' | ' | ' | ' | ' | |
Other comprehensive loss | ' | ' | ' | -378 | ' | ' | -378 | |
Net income | ' | ' | ' | ' | 590 | 565 | 1,155 | |
Balance at Sep. 30, 2014 | $207 | ($188) | $15,589 | ($1,409) | $2,244 | $4,026 | $20,469 | |
Balance (in Shares) at Sep. 30, 2014 | 20,681 | 124 | ' | ' | ' | ' | ' | |
[1] | The Balance Sheet at December 31, 2013, is excerpted from the consolidated audited financial statements as of that date but does not include certain information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | |
Operating activities | ' | ' | |
Net income | $1,155 | $794 | |
Adjustments to reconcile net income to net cash provided by operating activities | ' | ' | |
Depreciation and amortization | 1,260 | 1,100 | |
Bad debt expense, net of recoveries | 162 | 48 | |
Share based compensation | 534 | 438 | |
Changes in operating assets and liabilities, net of business acquisitions and disposition: | ' | ' | |
Accounts receivable | -384 | 2,299 | |
Prepaid expenses and other assets | -47 | -512 | |
Accounts payable | -572 | -153 | |
Accrued expenses, other current liabilities and customer deposits | 2,394 | 812 | |
Net cash provided by operating activities | 4,502 | 4,826 | |
Investing activities | ' | ' | |
Purchases of property and equipment and capitalized software | -1,084 | -1,039 | |
Partners' investment in subsidiaries | ' | 20 | |
Net cash used in investing activities | -1,459 | -2,340 | |
Financing activities | ' | ' | |
Net borrowing (payment) on lines of credit | 241 | -177 | |
Proceeds from stock options exercised | 53 | 95 | |
Payments on term debt | -19 | -22 | |
Payments on capital lease obligations | -87 | -154 | |
Purchase of treasury shares | -169 | -232 | |
Payment of notes to seller | ' | -200 | |
Net cash provided by (used in) financing activities | 19 | -690 | |
Effect of foreign exchange rate changes on cash | -254 | -477 | |
Net change in cash and cash equivalents | 2,808 | 1,319 | |
Cash and cash equivalents at beginning of year | 2,814 | [1] | 1,792 |
Cash and cash equivalents at end of period | 5,622 | 3,111 | |
Supplemental disclosure of cash flows information | ' | ' | |
Interest paid | 103 | 98 | |
Income taxes paid | 324 | 224 | |
Supplemental disclosure of non-cash activities | ' | ' | |
Liability related to acquisition of Unilink subsidiary | 375 | ' | |
Increase in non-controlling interest attributable to acquisition of Unilink subsidiary | 720 | ' | |
MFI Business [Member] | ' | ' | |
Investing activities | ' | ' | |
Purchase of subsidiary | ' | -1,300 | |
India Preceptor Subsidiairy [Member] | ' | ' | |
Investing activities | ' | ' | |
Purchase of subsidiary | ' | -21 | |
Unilink [Member] | ' | ' | |
Investing activities | ' | ' | |
Purchase of subsidiary | ($375) | ' | |
[1] | The Balance Sheet at December 31, 2013, is excerpted from the consolidated audited financial statements as of that date but does not include certain information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. |
Note_1_Basis_of_Presentation
Note 1 - Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
1. Basis of Presentation | |
The unaudited, consolidated financial statements of SPAR Group, Inc., a Delaware corporation ("SGRP"), and its subsidiaries (together with SGRP, collectively, the "Company" or the "SPAR Group"), accompanying this Quarterly Report on Form 10-Q for the quarter and nine-month period ended September 30, 2014 (this "Quarterly Report"), have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation have been included in these interim financial statements. However, these interim financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto for the Company as contained in the SGRP's Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission (the "SEC") on March 31, 2014 (the "2013 Annual Report"), and SGRP's Proxy Statement for its 2014 Annual Meeting of Stockholders as filed with the SEC on April 24, 2014 (the "2014 Proxy Statement"). Particular attention should be given to Items 1 and 1A of the 2013 Annual Report respecting the Company's Business and Risk Factors, respectively, and the following parts of SGRP's 2014 Proxy Statement: (i) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, (ii) CORPORATE GOVERNANCE, (iii) EXECUTIVE OFFICERS, COMPENSATION, DIRECTORS AND OTHER INFORMATION and (iv) EXECUTIVE COMPENSATION, EQUITY AWARDS AND OPTIONS. The Company's results of operations for the interim periods are not necessarily indicative of its operating results for the entire year. |
Note_2_Business_and_Organizati
Note 2 - Business and Organization | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Nature of Operations [Text Block] | ' |
2. Business and Organization | |
The Company is a supplier of merchandising and other marketing services throughout the United States and internationally. The Company also provides in-store event staffing, product sampling, audit services, furniture and other product assembly services, technology services and marketing research services. Assembly services are performed in stores, homes and offices while those other services are primarily performed in mass merchandiser, office supply, value, grocery, drug, independent, convenience, toy, home improvement and electronics stores. | |
Merchandising services primarily consist of regularly scheduled, special project and other product services provided at the store level, and the Company may be engaged by either the retailer or the manufacturer. Those services may include restocking and adding new products, removing spoiled or outdated products, resetting categories "on the shelf" in accordance with client or store schematics, confirming and replacing shelf tags, setting new sale or promotional product displays and advertising, replenishing kiosks, providing in-store event staffing and providing assembly services in stores, homes and offices. Other merchandising services include whole store or departmental product sets or resets, including new store openings, new product launches and in-store demonstrations, audit services, special seasonal or promotional merchandising, focused product support and product recalls. The Company also provides technology services and marketing research services. | |
As of September 30, 2014, the Company operates in 9 countries and divides its operations into two reportable segments: its Domestic Merchandising Services Division, which provides those services in the United States of America since certain of its predecessors were formed in 1979; and its International Merchandising Services Division, which began operations in May 2001 and provides similar merchandising, marketing and in-store event staffing services in Japan, Canada, South Africa, India, China, Australia, Mexico and Turkey. | |
The Company continues to focus on expanding its merchandising and marketing services business throughout the world. |
Note_3_Earnings_Per_Share
Note 3 - Earnings Per Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||||||||
3. Earnings Per Share | |||||||||||||||||
The following table sets forth the computations of basic and diluted net income (loss) per share (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income attributable to SPAR Group, Inc. | $ | 383 | $ | 331 | $ | 590 | $ | 244 | |||||||||
Denominator: | |||||||||||||||||
Shares used in basic net income per share calculation | 20,584 | 20,503 | 20,585 | 20,483 | |||||||||||||
Effect of diluted securities: | |||||||||||||||||
Stock options | 941 | 1,278 | 1,102 | 1,225 | |||||||||||||
Shares used in diluted net income per share calculations | 21,525 | 21,781 | 21,687 | 21,708 | |||||||||||||
Basic net income per common share: | $ | 0.02 | $ | 0.02 | $ | 0.03 | $ | 0.01 | |||||||||
Diluted net income per common share: | $ | 0.02 | $ | 0.02 | $ | 0.03 | $ | 0.01 | |||||||||
Note_4_Credit_Facilities
Note 4 - Credit Facilities | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Debt Disclosure [Text Block] | ' | ||||||||||||||||
4. Credit Facilities | |||||||||||||||||
Sterling Credit Facility: | |||||||||||||||||
SGRP and certain of its US and Canadian subsidiaries, namely SPAR Marketing Force, Inc., SPAR National Assembly Services, Inc., SPAR Group International, Inc., SPAR Trademarks, Inc., SPAR Acquisition, Inc., SPAR Canada, Inc., SPAR Canada Company ("SCC"), and SPAR Wings & Ink Company ("SWI") (together with SGRP, SCC and SWI, each a "Borrower"), are parties to a Revolving Loan and Security Agreement dated as of July 6, 2010, as amended in June 2011, July 2012, January 2013, July 2013, October 2013 and June 2014 (as amended, the "Sterling Loan Agreement"), with Sterling National Bank (the "Lender"), and their Secured Revolving Loan Note in the amended maximum principal amounts of $7.5 million (see below) to Sterling National Bank (as amended by all loan amendments, the "Sterling Note"), to document and govern their credit facility with the Lender (including such agreement and note, the "Sterling Credit Facility"). The Sterling Credit Facility currently is scheduled to expire and the Borrowers’ loans thereunder will become due on July 6, 2016 (with no early termination fee). | |||||||||||||||||
The Sterling Loan Agreement currently requires the Borrowers to pay interest on the loans thereunder equal to the Agent's floating Prime Rate (as defined in such agreement) minus one half of one percent (1/2%) per annum, and a fee on the maximum unused line thereunder equal to one-eighth of one percent (0.125%) per annum. | |||||||||||||||||
Revolving Loans of up to $7.5 million are available to the Borrowers under the Sterling Credit Facility based upon the borrowing base formula defined in the Sterling Loan Agreement (principally 85% of "eligible" US and Canadian accounts receivable less certain reserves). The Sterling Credit Facility is secured by substantially all of the assets of the Borrowers (other than SGRP's non-Canadian foreign subsidiaries, certain designated domestic subsidiaries, and their respective equity and assets). | |||||||||||||||||
The Sterling Loan Agreement contains certain financial and other restrictive covenants and also limits certain expenditures by the Borrowers, including, but not limited to, capital expenditures and other investments. At September 30, 2014, the Company was in compliance with such covenants. | |||||||||||||||||
The amendment to the Sterling Loan Agreement dated as of July 1, 2013, among other things, extended the scheduled term of the Sterling Credit Facility to July 6, 2016 (with no early termination fee), and eliminated the requirement for a "closed lockbox" so that collections no longer automatically pay down the loans under the Sterling Loan Agreement. As of January 1, 2014, the lockbox account at Sterling National Bank was closed and as of that date, all remittances from customers are going directly into the Company's main bank account. Therefore, the Sterling Credit Facility is now classified as long term debt. | |||||||||||||||||
As a result of the October 30, 2013, Amendment to the Sterling Loan Agreement, the Company's Canadian subsidiaries, SCC and SWI, were added as Borrowers, their receivables are now included in the Company's borrowing base and pledged to Sterling, and advances are available to those Canadian borrowers under the Sterling Credit Facility. SCC has retired its existing credit facility with the Royal Bank of Canada and replaced it by becoming a borrower under the Sterling Credit Facility. | |||||||||||||||||
On June 19, 2014, the Sterling Loan Agreement was further amended to increase the maximum principal amount of the Secured Revolving Loan Note to $7.5 million (effective as of July 1, 2014), to substitute a new $7.5 million note from the Borrowers for the old notes, and to remove SPAR Wings & Ink Company ("SWI") as a borrower, as this entity was merged into SCC as of January 1, 2014. | |||||||||||||||||
International Credit Facilities: | |||||||||||||||||
SPARFACTS Australia Pty. Ltd., has a secured line of credit facility with Oxford Funding Pty Ltd. for $1.2 million (Australian) or approximately $1.0 million (based upon the exchange rate at September 30, 2014). The facility provides for borrowing based upon a formula, as defined in the agreement (principally 80% of eligible accounts receivable less certain deductions). The agreement technically expired on October 31, 2012, but is being extended from month to month at the Company's request. SPARFACTS is in the process of renegotiating new financing. | |||||||||||||||||
On March 7, 2011, the Japanese subsidiary, SPAR FM Japan, Inc., a wholly owned subsidiary, secured a term loan with Mizuho Bank in the amount of approximately $182,000. The loan is payable in monthly installments of $2,200 at an interest rate of 0.1% per annum with a maturity date of February 28, 2018. The outstanding balance at September 30, 2014, was approximately $89,000 (based upon the exchange rate at September 30, 2014). | |||||||||||||||||
Summary of Company Credit and Other Debt Facilities (dollars in thousands): | |||||||||||||||||
30-Sep-14 | Interest Rate1 | 31-Dec-13 | Interest Rate2 | ||||||||||||||
Credit Facilities Loan Balance: | |||||||||||||||||
United States | $ | 4,054 | 2.80% | $ | 3,615 | 2.80% | |||||||||||
Australia | 503 | 7.10% | 696 | 7.00% | |||||||||||||
$ | 4,557 | $ | 4,311 | ||||||||||||||
Other Debt Facility: | |||||||||||||||||
Japan Term Loan | $ | 89 | 0.10% | $ | 113 | 0.10% | |||||||||||
September 30 2014 | 31-Dec-13 | ||||||||||||||||
Unused Availability: | |||||||||||||||||
United States | $ | 3,446 | $ | 2,885 | |||||||||||||
Australia | 544 | 368 | |||||||||||||||
$ | 3,990 | $ | 3,253 | ||||||||||||||
(1) Based on interest rate at September 30, 2014 | |||||||||||||||||
(2) Based on interest rate at December 31, 2013 | |||||||||||||||||
Management believes that based upon the continuation of the Company's existing credit facilities, projected results of operations, vendor payment requirements and other financing available to the Company (including amounts due to affiliates), sources of cash availability should be manageable and sufficient to support ongoing operations over the next year. However, delays in collection of receivables due from any of the Company's major clients, or a significant reduction in business from such clients could have a material adverse effect on the Company's cash resources and its ongoing ability to fund operations. |
Note_5_Capital_Lease_Obligatio
Note 5 - Capital Lease Obligations | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Leases, Capital [Abstract] | ' | ||||||||||||
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | ' | ||||||||||||
5. Capital Lease Obligations | |||||||||||||
As of September 30, 2014, the Company has two outstanding capital lease obligations with an interest rate of 4.5%. The related capital lease assets balances are detailed below (in thousands): | |||||||||||||
Start Date: | Original Cost | Accumulated Amortization | Net Book Value at September 30, 2014 | ||||||||||
January, 2012 | $ | 253 | $ | 231 | $ | 22 | |||||||
Annual future minimum lease payments required under the leases, together with the present value as of September 30, 2014, are as follows (in thousands): | |||||||||||||
Amount | |||||||||||||
As of September 30, 2014 | $ | 22 | |||||||||||
Less amount representing interest | - | ||||||||||||
Present value of net minimum lease payments, included within accrued expenses and other current liabilities | $ | 22 | |||||||||||
Note_6_Related_Party_Transacti
Note 6 - Related Party Transactions | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Related Party Transactions [Abstract] | ' | ||||||||||||||||
Related Party Transactions Disclosure [Text Block] | ' | ||||||||||||||||
6. Related-Party Transactions | |||||||||||||||||
SGRP's policy respecting approval of transactions with related persons, promoters and control persons is contained in the SPAR Group Code of Ethical Conduct for its Directors, Senior Executives and Employees Amended and Restated (as of) August 1, 2012 (the "Ethics Code"). Article V of the Ethics Code generally prohibits each "Covered Person" (including SGRP's officers and directors) from engaging in any business activity that conflicts with his or her duties to the Company, and directs each "Covered Person" to avoid any activity or interest that is inconsistent with the best interests of the SPAR Group, in each case except for any "Approved Activity" (as such terms are defined in the Ethics Code). Examples of violations include (among other things) having any ownership interest in, acting as a director or officer of or otherwise personally benefiting from business with any competitor, customer or vendor of the Company other than pursuant to any Approved Activity. Approved Activities include (among other things) any contract with an affiliated person (each an "Approved Affiliate Contract") or anything else disclosed to and approved by SGRP's Board of Directors (the "Board"), its Governance Committee or its Audit Committee, as the case may be, as well as the ownership, board, executive and other positions in SBS, SAS, SIT, NMA, NRS and others (as defined and described below) held by certain directors, officers or employees of SGRP or their family members. The Company's senior management is generally responsible for monitoring compliance with the Ethics Code and establishing and maintaining compliance systems, including conflicting relationships and transactions, subject to the review and oversight of SGRP's Governance Committee as provided in clause IV.11 of the Governance Committee's Charter, and SGRP's Audit Committee as provided in clause I.2(l) of the Audit Committee's Charter. The Governance Committee and Audit Committee each consist solely of independent outside directors. | |||||||||||||||||
SGRP's Audit Committee has the specific duty and responsibility to review and approve the overall fairness of all material related-party transactions. The Audit Committee receives every affiliate contract and amendment thereto for its review and approval (to the extent approval is given), and each contract is periodically (often annually) again reviewed, in accordance with the Audit Charter, the Ethics Code, the rules of the Nasdaq Stock Market, Inc. ("Nasdaq"), and other applicable law to ensure that the overall economic and other terms will be (or continue to be) no less favorable to the Company than would be the case in an arms-length contract with an unrelated provider of similar services (i.e., its overall fairness). The Audit Committee periodically reviews all of the related party relationships and transactions described below, and as of this Annual Report the parties are in compliance with those agreements. | |||||||||||||||||
SPAR Business Services, Inc. ("SBS"), SPAR Administrative Services, Inc. ("SAS") and SPAR InfoTech, Inc. ("SIT") are affiliates of SGRP but are not part of the consolidated Company. Mr. Robert G. Brown, a Director, the Chairman and a major stockholder of SGRP, and Mr. William H. Bartels, a Director and the Vice Chairman of the Company and a major stockholder of SGRP, are the sole stockholders of SBS and SAS. Mr. Brown is the sole stockholder of SIT. Mr. Brown is a director and officer of SBS and SIT. Mr. Bartels is a director and officer of SAS. | |||||||||||||||||
SBS provided approximately 80% and 77% of the domestic merchandising specialist field force used by the Company (as a percentage of the total cost for such field force, including field force provided by NRS, as defined below) for the nine month periods ended September 30, 2014 and 2013, respectively, and SAS provided approximately 93% and 97% of the direct domestic field administration used by the Company (as a percentage of the total cost for such field administrators) at a total cost for the services of SBS and SAS of approximately $20 million and $18 million for the nine months ended September 30, 2014 and 2013, respectively. Pursuant to the terms of the Amended and Restated Field Service Agreement dated as of January 1, 2004, as amended in 2011, the Company received services from SBS through the use of approximately 7,400 field merchandising specialists during the nine months ended September 30, 2014. Pursuant to the terms of the Amended and Restated Field Management Agreement dated as of January 1, 2004, the Company received administrative services from SAS through the use of 53 full-time national, regional and district administrators during the nine months ended September 30, 2014. For those services, the Company contracted in the Existing Agreements to pay SBS and SAS on a "Cost Plus Fee" arrangement, which provides that the Company is to pay SBS and SAS for their costs of providing those services plus 4% of such costs (the "Cost Plus Fee"). Those costs include field expenses of SBS (excluding workers compensation expense), all payroll and employment tax expenses of SAS and all legal and other administrative expenses paid by either of them. The net total Cost Plus Fee earned by SAS and SBS for services rendered was approximately $770,000 and $693,000 for the nine months ended September 30, 2014 and 2013, respectively. In order to obtain and continue its favorable fee arrangement with SBS and SAS, the Company also arranged to provide certain administrative services directly to SBS and SAS without charge, including certain human resource and legal services. The Company believes this arrangement also is more efficient and cost effective. The value of these services was approximately $502,000 and $455,000 for the nine months ended September 30, 2014 and 2013, respectively. Those service agreements with SBS and SAS were scheduled to automatically renew on December 31, 2013, but in order to prevent such automatic renewal and permit renegotiation after the end of 2013, the Company gave SBS and SAS the required notice of non-renewal under those agreements and from time to time has entered into temporary extension agreements with them to temporarily extend the Existing Agreements to November 30, 2014. The parties have had extensive negotiations for over a year to try to resolve their pricing and related differences. | |||||||||||||||||
On October 20, 2014, SMF sent a proposal to SBS and SAS to continue purchasing services from them on and after December 1, 2014, on the revised terms set forth in that letter (the "Offer Letter"), a copy of which is attached as Exhibit 10.1 to SGRP's Current Report on Form 8-K as filed with the SEC on October 20, 2014. The Offer Letter reduces the Cost Plus Fee from 4% to 2% of the applicable costs, clarifies certain costs and otherwise proposes to continue to be bound by the provisions of the Existing Agreements. No response was requested or required from SBS and SAS under the Offer Letter (because of the offer's unilateral nature) other than the continued performance of services on the proposed revise terms. SAS and SBS have stated their intent to continue to provide their services under the Existing Agreements, but have advised the Company that they will not accept such proposed pricing changes and made counterproposals (which were not accepted by the Company). On November 10, 2014, the parties agreed to retain an independent third party to review and independently analyze the cost components and structure under the Existing Agreements to provide a common framework for their continued negotiations. The Company expects that SAS and SBS will continue to provide their services to the Company and that pricing and other disagreements will eventually be resolved and adjusted (if and to the extent applicable). | |||||||||||||||||
No salary reimbursements for Mr. Brown or Mr. Bartels are included in such reimbursable costs or Cost Plus Fee. However, since SBS and SAS are "Subchapter S" corporations and are owned by Messrs. Brown and Bartels, all income from SBS and SAS is allocated to them. | |||||||||||||||||
National Merchandising Services, LLC ("NMS"), is a consolidated domestic subsidiary of the Company and is owned jointly by SGRP through its indirect ownership of 51% of the NMS membership interests and by National Merchandising of America, Inc. ("NMA"), through its ownership of the other 49% of the NMS membership interests. Mr. Edward Burdekin is the Chief Executive Officer and President and a director of NMS and also is an executive officer and director of NMA and the sole member and manager of National Retail Source, LLC (“NRS”). Ms. Andrea Burdekin, Mr. Burdekin's wife, is the sole stockholder and a director of NMA and a director of NMS. NRS and NMA are affiliates of the Company but are not consolidated with the Company. NMS commenced operations as of September 1, 2012. | |||||||||||||||||
NRS is expected to provide substantially all of the domestic merchandising specialist field force used by NMS. Pursuant to the terms of the Master Field Services Agreement dated as of August 1, 2013 (the "NRS Services Agreement"), NMS will receive merchandising services from NRS through the use of approximately 974 field merchandising specialists. Prior to that date, NMS received such merchandising services from NMA pursuant to the terms of the substantially similar Field Services Agreement dated as of July 31, 2012, as amended (the “NMA Services Agreement”). For those services, the Company has agreed to reimburse NRS (and NMA before it) for its total costs of providing those services and to pay NRS (and NMA before it) a fee equal to 2% of its total costs (the "Plus 2% Fee"). Those costs include all field and workers compensation insurance expenses of NRS (and NMA before it) but exclude certain legal and other administrative expenses. Accordingly, no salary reimbursement for Mr. Burdekin or Ms. Burdekin are included in such reimbursable costs or Plus 2% Fee. | |||||||||||||||||
NRS (and before that NMA) provided all of the domestic merchandising specialist field force used by NMS and 9% and 8% of all of the domestic merchandising specialist field force used by the Company (as a percentage of the total cost for such field force, including the field force provided by SBS) for the nine months ended September 30, 2014 and 2013, respectively. The total Plus 2% Fee earned by NRS for services rendered was approximately $38,000 and $30,000 for the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||||||||
In connection with the approval of those related party agreements with NMA in 2012, the Board approved, based (in part) on the recommendation and approval of its Governance Committee (which is comprised solely of independent directors), the restated Ethics Code. As a result, the newly approved NRS Field Services Agreement is, and the NMA Field Services Agreement and other previously approved affiliate contracts continue to be, Approved Activities under the Ethics Code. | |||||||||||||||||
The Company continues to purchase services from SBS, SAS and NRS because it believes the value of services it receives from them are at least as favorable to the Company as it could obtain from non-affiliated providers of similar services. The Company believes it is the largest and most important customer of SBS, SAS and NRS (and from time to time may be their only customer), and accordingly the Company is able to negotiate better terms, receives more personal and responsive service and is more likely to receive credits and other financial accommodations from SBS, SAS and NRS than the Company could reasonably expect to receive from an unrelated service provider who has significant other customers and business. The Company periodically evaluates these fees and rates charged by comparable national labor sourcing firms to serve as a comparison to the rates charged by SBS, SAS and NRS. Based on an analysis performed by management, the Company believes that its cost of revenue would have increased by at approximately $594,000 and $550,000 for the nine months ended September 31, 2014 and 2013, respectively, if the Company would have instead used an unaffiliated entity to provide comparable services. All affiliate contracts are reviewed and approved by SGRP's Audit Committee, as described above. | |||||||||||||||||
The following costs of affiliates were charged to the Company (in thousands): | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net cost of field merchandiser services (SBS) | $ | 5,605 | $ | 5,417 | $ | 16,658 | $ | 14,304 | |||||||||
Total costs of field management services (SAS) | $ | 1,056 | $ | 1,266 | $ | 3,361 | $ | 3,706 | |||||||||
Total costs of field merchandiser services (NMA and NRS) | $ | 546 | $ | 447 | $ | 1,905 | $ | 1,553 | |||||||||
Total costs charged by affiliates | $ | 7,207 | $ | 7,130 | $ | 21,924 | $ | 19,563 | |||||||||
September 30, | December 31, | ||||||||||||||||
Accrued expenses due to affiliates (in thousands): | 2014 | 2013 | |||||||||||||||
Total accrued expenses due to affiliates | $ | 729 | $ | 560 | |||||||||||||
In July 1999, SPAR Marketing Force, Inc. (“SMF”), SBS and SIT entered into a perpetual software ownership agreement providing that each party independently owned an undivided share of and had the right to unilaterally license and exploit their "Business Manager" Internet job scheduling software (which had been jointly developed by such parties), and all related improvements, revisions, developments and documentation from time to time voluntarily made or procured by any of them at its own expense. In addition, SPAR Trademarks, Inc. ("STM"), SBS and SIT entered into separate perpetual trademark licensing agreements whereby STM has granted non-exclusive royalty-free licenses to SIT and SBS (and through them to their commonly controlled subsidiaries and affiliates by sublicenses, including SAS) for their continued use of the name "SPAR" and certain other trademarks and related rights of STM, a wholly owned subsidiary of SGRP. SBS and SAS provide services to the Company, as described above, and SIT no longer provides services to and does not compete with the Company. | |||||||||||||||||
Effective August 1, 2013, the Company sold its equity interests and working capital investment in its Romanian subsidiary, SPAR Business Ideas Provider S.R.L. “BIP”), to a Company affiliate, SIT, for a total purchase price of $348,465. The Company received, at closing, $187,767 in cash and the balance is payable over 29 months with interest at 6% per annum, recorded as Other Assets on the September 30, 2014 and December 31, 2013 consolidated balance sheets. The purchase price was equal to the book value of the Company’s interests in BIP. The sale to SIT was approved by the Company’s Audit Committee and Board of Directors. | |||||||||||||||||
Through arrangements with the Company, SBS, SAS and other companies owned by Mr. Brown or Mr. Bartels participate in various benefit plans, insurance policies and similar group purchases by the Company, for which the Company charges them their allocable shares of the costs of those group items and the actual costs of all items paid specifically for them. All such transactions between the Company and the above affiliates are paid and/or collected by the Company in the normal course of business. | |||||||||||||||||
In addition to the above, SAS purchases insurance coverage for worker compensation, casualty and property insurance risk for itself, SBS and (through SBS under contracts with them) its field merchandising specialists and the Company from Affinity Insurance, Ltd. ("Affinity"). SAS owns a minority (less than 1%) of the common stock in Affinity. The Affinity insurance premiums for such coverage are ultimately charged to SAS, SBS (and through SBS to its covered field merchandising specialists) and the Company based on the contractual arrangements of the parties. | |||||||||||||||||
In the event of any material dispute in the business relationships between the Company and SBS, SAS, SIT or NRS it is possible that Mr. Brown, Mr. Bartels or Mr. Burdekin may have one or more conflicts of interest with respect to these relationships and such dispute could have a material adverse effect on the Company. |
Note_7_Preferred_Stock
Note 7 - Preferred Stock | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure Text Block Supplement [Abstract] | ' |
Preferred Stock [Text Block] | ' |
7. Preferred Stock | |
SGRP's certificate of incorporation authorizes it to issue 3,000,000 shares of preferred stock with a par value of $0.01 per share (the "SGRP Preferred Stock"), which may have such preferences and priorities over the SGRP Common Stock and other rights, powers and privileges as the Company's Board of Directors may establish in its discretion from time to time. The Company has created and authorized the issuance of a maximum of 3,000,000 shares of Series A Preferred Stock pursuant to SGRP's Certificate of Designation of Series "A" Preferred Stock (the "SGRP Series A Preferred Stock"), which have dividend and liquidation preferences, have a cumulative dividend of 10% per year, are redeemable at the Company's option and are convertible at the holder's option (and without further consideration) on a one-to-one basis into SGRP Common Stock. The Company issued 554,402 of SGRP shares to affiliated retirement plans which were all converted into common shares in 2011 (including dividends earned thereon), leaving 2,445,598 shares of remaining authorized preferred stock. At September 30, 2014, no shares of SGRP Series A Preferred Stock were issued or outstanding. |
Note_8_Stock_Based_Compensatio
Note 8 - Stock Based Compensation and Other Plans | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' |
8. Stock-Based Compensation and Other Plans | |
SGRP has granted restricted stock and stock option awards to its eligible directors, officers and employees and certain employees of its affiliates respecting shares of Common Stock issued by SGRP ("SGRP Shares") pursuant to SGRP's 2008 Stock Compensation Plan (as amended, the "2008 Plan"), which was approved by SGRP's stockholders in May of 2008 and 2009. The 2008 Plan provides for the granting of restricted SGRP shares, stock options to purchase SGRP shares (either incentive or nonqualified), and restricted stock units, stock appreciation rights and other awards based on SGRP shares ("Awards") to SGRP Directors and the Company's specified executives, employees and consultants (which are employees of certain of its affiliates), although to date SGRP has not issued any permissible form of Award other than stock option and restricted share awards. As of September 30, 2014, approximately 1.3 million SGRP shares were available for Award grants under the amended 2008 Plan. | |
The Company recognized approximately $399,000 and $366,000 in stock-based compensation expense relating to stock option Awards during the nine month periods ended September 30, 2014 and 2013, respectively. The recognized tax benefit on stock based compensation expense related to stock options during the nine months ended September 30, 2014 and 2013 was approximately $151,000 and $139,000, respectively. As of September 30, 2014, total unrecognized stock-based compensation expense related to stock options was $1.1 million. | |
On March 13, 2014, a restricted stock Award for 4,000 SGRP shares was issued to an employee, on May 15, 2014, 16,000 shares of restricted stock were issued to the Directors of the Company and on August 7, 2014, 83,400 shares of restricted stock were issued to select employees in lieu of stock options pursuant to the 2008 Plan. The estimated stock compensation expense for those Awards is $155,988, which will be recognized ratably over the four year vesting period. In February 2014, the remaining outstanding restricted stock Awards of Mr. Gary R. Raymond, former Chief Executive Officer of the Company, fully vested on his retirement at an expense to the Company of $127,594. During the nine months ended September 30, 2014 and 2013, the Company recognized approximately $135,000 and $139,000, respectively, of stock-based compensation expense related to restricted stock. The recognized tax benefit on stock based compensation expense related to restricted stock during the nine months ended September 30, 2014 and 2013 was approximately $51,300 and $15,500, respectively. As of September 30, 2014, total unrecognized stock-based compensation expense related to unvested restricted stock Awards was $149,000. |
Note_9_Recent_Accounting_Prono
Note 9 - Recent Accounting Pronouncements and Developments | 9 Months Ended |
Sep. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | ' |
9. Recent Accounting Pronouncements and Developments | |
In May 2014, the Financial Accounting Standards Board issued a comprehensive new standard which amends revenue recognition principles and provides a single set of criteria for revenue recognition among all industries. The new standard provides a five step framework whereby revenue is recognized when promised goods or services are transferred to a customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires enhanced disclosure pertaining to revenue recognition in both the interim and annual periods. The standard is effective for interim and annual periods beginning after December 15, 2016 and allows for adoption using a full retrospective method, or a modified retrospective method. The Company is currently assessing the method of adoption and the expected impact the new standard has on our financial position and results of operations. |
Note_10_Commitments_and_Contin
Note 10 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
10. Commitments and Contingencies | |
Legal Matters | |
The Company is a party to or paying for various legal actions and administrative proceedings arising in the normal course of business. In the opinion of Company's management, disposition of these other matters are not anticipated to have a material adverse effect on the Company or its estimated or desired assets, business, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, result or condition. |
Note_11_Segment_Information
Note 11 - Segment Information | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||||||||||||||||||||||||||
11. Segment Information | |||||||||||||||||||||||||||||||||
The Company reports net revenue and operating income from continuing operations by reportable segment. Reportable segments are components of the Company for which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources and in assessing performance. | |||||||||||||||||||||||||||||||||
The Company provides similar merchandising and marketing services throughout the world, operating within two reportable segments, its Domestic Merchandising Services Division and its International Merchandising Services Division. The Company uses those divisions to improve its administration and operational and strategic focuses, and it tracks and reports certain financial information separately for each of those divisions. The Company measures the performance of its domestic and international divisions and subsidiaries using the same metrics. The primary measurement utilized by management is operating profits, historically the key indicator of long-term growth and profitability, as the Company is focused on reinvesting the operating profits of each of its international subsidiaries back into its local markets in an effort to improve market share and continued expansion efforts. | |||||||||||||||||||||||||||||||||
Management evaluates performance based on profit or loss from operations, as follows (in thousands): | |||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||||
Revenue: | |||||||||||||||||||||||||||||||||
United States | $ | 11,666 | $ | 11,327 | $ | 35,265 | $ | 32,390 | |||||||||||||||||||||||||
International | 19,343 | 16,426 | 54,704 | 47,762 | |||||||||||||||||||||||||||||
Total revenue | $ | 31,009 | $ | 27,753 | $ | 89,969 | $ | 80,152 | |||||||||||||||||||||||||
Operating income (loss): | |||||||||||||||||||||||||||||||||
United States | $ | 557 | $ | 99 | $ | 852 | $ | 383 | |||||||||||||||||||||||||
International | (10 | ) | 291 | 602 | 520 | ||||||||||||||||||||||||||||
Total operating income | $ | 547 | $ | 390 | $ | 1,454 | $ | 903 | |||||||||||||||||||||||||
Interest expense: | |||||||||||||||||||||||||||||||||
United States | $ | 22 | $ | 15 | $ | 62 | $ | 40 | |||||||||||||||||||||||||
International | 22 | 13 | 66 | 40 | |||||||||||||||||||||||||||||
Total interest expense | $ | 44 | $ | 28 | $ | 128 | $ | 80 | |||||||||||||||||||||||||
Other (income) expense, net: | |||||||||||||||||||||||||||||||||
United States | $ | – | $ | – | $ | – | $ | (25 | ) | ||||||||||||||||||||||||
International | (89 | ) | (5 | ) | (202 | ) | (48 | ) | |||||||||||||||||||||||||
Total other (income) expense, net | $ | (89 | ) | $ | (5 | ) | $ | (202 | ) | $ | (73 | ) | |||||||||||||||||||||
Income before provision for income taxes: | |||||||||||||||||||||||||||||||||
United States | $ | 535 | $ | 84 | $ | 790 | $ | 368 | |||||||||||||||||||||||||
International | 57 | 283 | 738 | 528 | |||||||||||||||||||||||||||||
Total income before provision for income taxes | $ | 592 | $ | 367 | $ | 1,528 | $ | 896 | |||||||||||||||||||||||||
Income tax expense (benefit): | |||||||||||||||||||||||||||||||||
United States | $ | 93 | $ | (141 | ) | $ | 93 | $ | (9 | ) | |||||||||||||||||||||||
International | (72 | ) | 2 | 280 | 209 | ||||||||||||||||||||||||||||
Total income tax expense (benefit) | $ | 21 | $ | (139 | ) | $ | 373 | $ | 200 | ||||||||||||||||||||||||
Net income from continuing operations: | |||||||||||||||||||||||||||||||||
United States | $ | 442 | $ | 225 | $ | 697 | $ | 377 | |||||||||||||||||||||||||
International | 129 | 281 | 458 | 319 | |||||||||||||||||||||||||||||
Total net income from continuing operations | $ | 571 | $ | 506 | $ | 1,155 | $ | 696 | |||||||||||||||||||||||||
Depreciation and amortization: | |||||||||||||||||||||||||||||||||
United States | $ | 321 | $ | 307 | $ | 964 | $ | 858 | |||||||||||||||||||||||||
International | 109 | 81 | 296 | 239 | |||||||||||||||||||||||||||||
Total depreciation and amortization | $ | 430 | $ | 388 | $ | 1,260 | $ | 1,097 | |||||||||||||||||||||||||
Capital expenditures: | |||||||||||||||||||||||||||||||||
United States | $ | 252 | $ | 224 | $ | 765 | $ | 855 | |||||||||||||||||||||||||
International | 158 | 88 | 319 | 184 | |||||||||||||||||||||||||||||
Total capital expenditures | $ | 410 | $ | 312 | $ | 1,084 | $ | 1,039 | |||||||||||||||||||||||||
Note: There were no inter-company sales for 2014 or 2013. | |||||||||||||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||||||
United States | $ | 17,186 | $ | 17,651 | |||||||||||||||||||||||||||||
International | 20,969 | 16,627 | |||||||||||||||||||||||||||||||
Total assets | $ | 38,155 | $ | 34,278 | |||||||||||||||||||||||||||||
Geographic Data (in thousands) | |||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||||
International revenue: | % of consolidated net revenue | % of consolidated net revenue | % of consolidated net revenue | % of consolidated net revenue | |||||||||||||||||||||||||||||
Mexico | $ | 4,983 | 16.1 | % | $ | 4,002 | 14.4 | % | $ | 14,181 | 15.8 | % | $ | 11,277 | 14.1 | % | |||||||||||||||||
South Africa | 4,388 | 14.2 | 3,873 | 14 | 12,358 | 13.7 | 11,809 | 14.7 | |||||||||||||||||||||||||
China | 3,046 | 9.8 | 1,911 | 6.9 | 5,791 | 6.4 | 4,956 | 6.2 | |||||||||||||||||||||||||
India | 1,850 | 6 | 1,203 | 4.3 | 5,112 | 5.7 | 3,318 | 4.1 | |||||||||||||||||||||||||
Canada | 1,643 | 5.3 | 1,545 | 5.6 | 4,858 | 5.4 | 4,389 | 5.5 | |||||||||||||||||||||||||
Australia | 1,366 | 4.4 | 1,283 | 4.6 | 4,441 | 4.9 | 5,046 | 6.3 | |||||||||||||||||||||||||
Japan | 1,338 | 4.3 | 2,079 | 7.5 | 6,090 | 6.8 | 4,680 | 5.8 | |||||||||||||||||||||||||
Turkey | 729 | 2.4 | 530 | 1.9 | 1,873 | 2.1 | 2,287 | 2.9 | |||||||||||||||||||||||||
Total international revenue | $ | 19,343 | 62.5 | % | $ | 16,426 | 59.2 | % | $ | 54,704 | 60.8 | % | $ | 47,762 | 59.6 | % | |||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
Long lived assets: | |||||||||||||||||||||||||||||||||
United States | $ | 6,213 | $ | 6,222 | |||||||||||||||||||||||||||||
International | 3,557 | 2,410 | |||||||||||||||||||||||||||||||
Total long lived assets | $ | 9,770 | $ | 8,632 | |||||||||||||||||||||||||||||
On July 2014, the Company, through its subsidiary in Hong Kong, SPAR China Ltd., entered into an agreement to purchase certain business assets, fixed assets and merchandising teams of the following three companies in China: Shanghai Unilink Marketing Execution and Design Co. Ltd, Shanghai Gold Park Investment Management Co. Ltd, and Beijing Merchandising Sales and Marketing Co. Ltd (collectively Unilink). As consideration for the purchase, Unilink received cash and 20% ownership in SPAR Shanghai. As a result of this transaction, current ownership interest in SPAR Shanghai is SPAR 51%, Shanghai Wedone Marketing Consulting Co. Ltd 29% and Unilink 20%. The Company consolidated operations beginning August 1, 2014. |
Note_12_Discontinued_Operation
Note 12 - Discontinued Operations | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' | ||||||||||||||||
12. Discontinued Operations | |||||||||||||||||
Effective August 31, 2013, the Company sold its equity interests and working capital investment in its Romanian subsidiary, SPAR Business Ideas Provider S.R.L. ("BIP"), to a Company affiliate, SPAR InfoTech, Inc. ("SIT"), for a total purchase price of $348,465. The Company received, at closing, $187,767 in cash and the balance is payable over 30 months with interest at 6% per annum. The purchase price was equal to the book value of the Company's interests in BIP, which management believes approximates fair value. The sale to SIT was approved by the Company's Audit Committee and Board of Directors. | |||||||||||||||||
As a result of the sale, the Romanian operations were reported in the consolidated financial statements of the Company as a discontinued operation. The consolidated statements of cash flows do not separately report the cash flows of the discontinued operations. | |||||||||||||||||
The components of the earnings from discontinued operations are presented below (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net revenues | $ | - | $ | 952 | $ | - | $ | 3,426 | |||||||||
Cost of revenues | - | 733 | - | 2,736 | |||||||||||||
Gross profit | - | 219 | - | 690 | |||||||||||||
Selling, general and administrative expenses | - | 208 | - | 562 | |||||||||||||
Depreciation and amortization | - | - | - | 1 | |||||||||||||
Operating income | - | 11 | - | 127 | |||||||||||||
Other (income) expense, net | - | (6 | ) | - | (11 | ) | |||||||||||
Income before provision for income tax expense | - | 17 | 138 | ||||||||||||||
Income tax expense | - | - | - | 40 | |||||||||||||
Income from discontinued operations | $ | - | $ | 17 | $ | - | $ | 98 | |||||||||
Note_13_Purchase_of_Interests_
Note 13 - Purchase of Interests in Subsidiaries | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combination Disclosure [Text Block] | ' | ||||||||
13. Purchase of Interests in Subsidiaries | |||||||||
The following contains descriptions of the Company's additional purchase of interest in its China operating subsidiary during the nine month period ended September 30, 2014. | |||||||||
China | |||||||||
In July 2014, the Company, through its subsidiary in Hong Kong, SPAR China Ltd., entered into an agreement to purchase certain business assets of the following three companies in China: Shanghai Unilink Marketing Execution and Design Co. Ltd, Shanghai Gold Park Investment Management Co. Ltd, and Beijing Merchandising Sales and Marketing Co. Ltd (collectively Unilink). As consideration for the purchase, Unilink will receive cash and 20% ownership in SPAR Shanghai. At closing, SPAR will have 51%, Shanghai Wedone Marketing Consulting Co. Ltd will have 29% and Unilink will have 20% of the SPAR Shanghai ownership interests. The Company began consolidating operations beginning August 1, 2014. | |||||||||
Of the total purchase price of $1.46 million, the Company’s investment in Unilink represented 51% or $749,660, of which, $374,830 was paid in cash and the remaining $374,830 was recorded as a contingent liability to be paid based on Unilink’s future earnings as fully described below. Our Local Investor in Shanghai invested the remaining 49% or a total of $720,262. | |||||||||
The Company has agreed to pay an additional $187,415 each year, over the next two years or a total of $374,830, provided the Unilink business can contribute at least $475,000 in operating earnings over the same two year period. The Company is confident that the Unilink business will meet or exceed this minimum operating earnings target and therefore has recorded the additional future payment of $374,830 as a contingent liability at September 30, 2014. The Company has completed its preliminary valuation of the fair value and recorded the following intangible assets at September 30, 2014: | |||||||||
Customer list | $ | 1,469,922 | |||||||
The customer list is being amortized over ten years. | |||||||||
The following table includes the amount of Unilink’s revenue and earnings included in the Company's consolidated income statement for the nine month period ended September 30, 2014 and a pro forma calculation of the amounts that would have been included in the Company's consolidated statement of income for the nine month periods ended September 30, 2014 and 2013 had the Unilink acquisition date been January 1, 2014 and 2013, instead of August 1, 2014 (in thousands): | |||||||||
Revenue | Net Income | ||||||||
Actual Unilink from August 1 to September 30, 2014 | $ | 1,614 | $ | 43 | |||||
Consolidated supplemental pro forma from July 1 to September 30, 2014 | $ | 31,847 | $ | 405 | |||||
Consolidated supplemental pro forma from July 1 to September 30, 2013 | $ | 30,086 | $ | 454 | |||||
Consolidated supplemental pro forma from January 1 to September 30, 2014 | $ | 95,549 | $ | 798 | |||||
Consolidated supplemental pro forma from January 1 to September 30, 2013 | $ | 86,084 | $ | 620 | |||||
Note_3_Earnings_Per_Share_Tabl
Note 3 - Earnings Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Net income attributable to SPAR Group, Inc. | $ | 383 | $ | 331 | $ | 590 | $ | 244 | |||||||||
Denominator: | |||||||||||||||||
Shares used in basic net income per share calculation | 20,584 | 20,503 | 20,585 | 20,483 | |||||||||||||
Effect of diluted securities: | |||||||||||||||||
Stock options | 941 | 1,278 | 1,102 | 1,225 | |||||||||||||
Shares used in diluted net income per share calculations | 21,525 | 21,781 | 21,687 | 21,708 | |||||||||||||
Basic net income per common share: | $ | 0.02 | $ | 0.02 | $ | 0.03 | $ | 0.01 | |||||||||
Diluted net income per common share: | $ | 0.02 | $ | 0.02 | $ | 0.03 | $ | 0.01 |
Note_4_Credit_Facilities_Table
Note 4 - Credit Facilities (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Debt [Table Text Block] | ' | ||||||||||||||||
30-Sep-14 | Interest Rate1 | 31-Dec-13 | Interest Rate2 | ||||||||||||||
Credit Facilities Loan Balance: | |||||||||||||||||
United States | $ | 4,054 | 2.80% | $ | 3,615 | 2.80% | |||||||||||
Australia | 503 | 7.10% | 696 | 7.00% | |||||||||||||
$ | 4,557 | $ | 4,311 | ||||||||||||||
Other Debt Facility: | |||||||||||||||||
Japan Term Loan | $ | 89 | 0.10% | $ | 113 | 0.10% | |||||||||||
Credit and Debt Facilities Unused Availability [Table Text Block] | ' | ||||||||||||||||
September 30 2014 | 31-Dec-13 | ||||||||||||||||
Unused Availability: | |||||||||||||||||
United States | $ | 3,446 | $ | 2,885 | |||||||||||||
Australia | 544 | 368 | |||||||||||||||
$ | 3,990 | $ | 3,253 |
Note_5_Capital_Lease_Obligatio1
Note 5 - Capital Lease Obligations (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Leases, Capital [Abstract] | ' | ||||||||||||
Schedule of Capital Leased Assets [Table Text Block] | ' | ||||||||||||
Start Date: | Original Cost | Accumulated Amortization | Net Book Value at September 30, 2014 | ||||||||||
January, 2012 | $ | 253 | $ | 231 | $ | 22 | |||||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | ' | ||||||||||||
Amount | |||||||||||||
As of September 30, 2014 | $ | 22 | |||||||||||
Less amount representing interest | - | ||||||||||||
Present value of net minimum lease payments, included within accrued expenses and other current liabilities | $ | 22 |
Note_11_Segment_Information_Ta
Note 11 - Segment Information (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | ||||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||||
Revenue: | |||||||||||||||||||||||||||||||||
United States | $ | 11,666 | $ | 11,327 | $ | 35,265 | $ | 32,390 | |||||||||||||||||||||||||
International | 19,343 | 16,426 | 54,704 | 47,762 | |||||||||||||||||||||||||||||
Total revenue | $ | 31,009 | $ | 27,753 | $ | 89,969 | $ | 80,152 | |||||||||||||||||||||||||
Operating income (loss): | |||||||||||||||||||||||||||||||||
United States | $ | 557 | $ | 99 | $ | 852 | $ | 383 | |||||||||||||||||||||||||
International | (10 | ) | 291 | 602 | 520 | ||||||||||||||||||||||||||||
Total operating income | $ | 547 | $ | 390 | $ | 1,454 | $ | 903 | |||||||||||||||||||||||||
Interest expense: | |||||||||||||||||||||||||||||||||
United States | $ | 22 | $ | 15 | $ | 62 | $ | 40 | |||||||||||||||||||||||||
International | 22 | 13 | 66 | 40 | |||||||||||||||||||||||||||||
Total interest expense | $ | 44 | $ | 28 | $ | 128 | $ | 80 | |||||||||||||||||||||||||
Other (income) expense, net: | |||||||||||||||||||||||||||||||||
United States | $ | – | $ | – | $ | – | $ | (25 | ) | ||||||||||||||||||||||||
International | (89 | ) | (5 | ) | (202 | ) | (48 | ) | |||||||||||||||||||||||||
Total other (income) expense, net | $ | (89 | ) | $ | (5 | ) | $ | (202 | ) | $ | (73 | ) | |||||||||||||||||||||
Income before provision for income taxes: | |||||||||||||||||||||||||||||||||
United States | $ | 535 | $ | 84 | $ | 790 | $ | 368 | |||||||||||||||||||||||||
International | 57 | 283 | 738 | 528 | |||||||||||||||||||||||||||||
Total income before provision for income taxes | $ | 592 | $ | 367 | $ | 1,528 | $ | 896 | |||||||||||||||||||||||||
Income tax expense (benefit): | |||||||||||||||||||||||||||||||||
United States | $ | 93 | $ | (141 | ) | $ | 93 | $ | (9 | ) | |||||||||||||||||||||||
International | (72 | ) | 2 | 280 | 209 | ||||||||||||||||||||||||||||
Total income tax expense (benefit) | $ | 21 | $ | (139 | ) | $ | 373 | $ | 200 | ||||||||||||||||||||||||
Net income from continuing operations: | |||||||||||||||||||||||||||||||||
United States | $ | 442 | $ | 225 | $ | 697 | $ | 377 | |||||||||||||||||||||||||
International | 129 | 281 | 458 | 319 | |||||||||||||||||||||||||||||
Total net income from continuing operations | $ | 571 | $ | 506 | $ | 1,155 | $ | 696 | |||||||||||||||||||||||||
Depreciation and amortization: | |||||||||||||||||||||||||||||||||
United States | $ | 321 | $ | 307 | $ | 964 | $ | 858 | |||||||||||||||||||||||||
International | 109 | 81 | 296 | 239 | |||||||||||||||||||||||||||||
Total depreciation and amortization | $ | 430 | $ | 388 | $ | 1,260 | $ | 1,097 | |||||||||||||||||||||||||
Capital expenditures: | |||||||||||||||||||||||||||||||||
United States | $ | 252 | $ | 224 | $ | 765 | $ | 855 | |||||||||||||||||||||||||
International | 158 | 88 | 319 | 184 | |||||||||||||||||||||||||||||
Total capital expenditures | $ | 410 | $ | 312 | $ | 1,084 | $ | 1,039 | |||||||||||||||||||||||||
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | ' | ||||||||||||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||||||
United States | $ | 17,186 | $ | 17,651 | |||||||||||||||||||||||||||||
International | 20,969 | 16,627 | |||||||||||||||||||||||||||||||
Total assets | $ | 38,155 | $ | 34,278 | |||||||||||||||||||||||||||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | ' | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||||||
International revenue: | % of consolidated net revenue | % of consolidated net revenue | % of consolidated net revenue | % of consolidated net revenue | |||||||||||||||||||||||||||||
Mexico | $ | 4,983 | 16.1 | % | $ | 4,002 | 14.4 | % | $ | 14,181 | 15.8 | % | $ | 11,277 | 14.1 | % | |||||||||||||||||
South Africa | 4,388 | 14.2 | 3,873 | 14 | 12,358 | 13.7 | 11,809 | 14.7 | |||||||||||||||||||||||||
China | 3,046 | 9.8 | 1,911 | 6.9 | 5,791 | 6.4 | 4,956 | 6.2 | |||||||||||||||||||||||||
India | 1,850 | 6 | 1,203 | 4.3 | 5,112 | 5.7 | 3,318 | 4.1 | |||||||||||||||||||||||||
Canada | 1,643 | 5.3 | 1,545 | 5.6 | 4,858 | 5.4 | 4,389 | 5.5 | |||||||||||||||||||||||||
Australia | 1,366 | 4.4 | 1,283 | 4.6 | 4,441 | 4.9 | 5,046 | 6.3 | |||||||||||||||||||||||||
Japan | 1,338 | 4.3 | 2,079 | 7.5 | 6,090 | 6.8 | 4,680 | 5.8 | |||||||||||||||||||||||||
Turkey | 729 | 2.4 | 530 | 1.9 | 1,873 | 2.1 | 2,287 | 2.9 | |||||||||||||||||||||||||
Total international revenue | $ | 19,343 | 62.5 | % | $ | 16,426 | 59.2 | % | $ | 54,704 | 60.8 | % | $ | 47,762 | 59.6 | % | |||||||||||||||||
Reconciliation of Long Lived Assets from Segments to Consolidated [Table Text Block] | ' | ||||||||||||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
Long lived assets: | |||||||||||||||||||||||||||||||||
United States | $ | 6,213 | $ | 6,222 | |||||||||||||||||||||||||||||
International | 3,557 | 2,410 | |||||||||||||||||||||||||||||||
Total long lived assets | $ | 9,770 | $ | 8,632 |
Note_12_Discontinued_Operation1
Note 12 - Discontinued Operations (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net revenues | $ | - | $ | 952 | $ | - | $ | 3,426 | |||||||||
Cost of revenues | - | 733 | - | 2,736 | |||||||||||||
Gross profit | - | 219 | - | 690 | |||||||||||||
Selling, general and administrative expenses | - | 208 | - | 562 | |||||||||||||
Depreciation and amortization | - | - | - | 1 | |||||||||||||
Operating income | - | 11 | - | 127 | |||||||||||||
Other (income) expense, net | - | (6 | ) | - | (11 | ) | |||||||||||
Income before provision for income tax expense | - | 17 | 138 | ||||||||||||||
Income tax expense | - | - | - | 40 | |||||||||||||
Income from discontinued operations | $ | - | $ | 17 | $ | - | $ | 98 |
Note_13_Purchase_of_Interests_1
Note 13 - Purchase of Interests in Subsidiaries (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||||||
Customer list | $ | 1,469,922 | |||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | ||||||||
Revenue | Net Income | ||||||||
Actual Unilink from August 1 to September 30, 2014 | $ | 1,614 | $ | 43 | |||||
Consolidated supplemental pro forma from July 1 to September 30, 2014 | $ | 31,847 | $ | 405 | |||||
Consolidated supplemental pro forma from July 1 to September 30, 2013 | $ | 30,086 | $ | 454 | |||||
Consolidated supplemental pro forma from January 1 to September 30, 2014 | $ | 95,549 | $ | 798 | |||||
Consolidated supplemental pro forma from January 1 to September 30, 2013 | $ | 86,084 | $ | 620 |
Note_2_Business_and_Organizati1
Note 2 - Business and Organization (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Number of Countries in which Entity Operates | 9 |
Number of Reportable Segments | 2 |
Note_3_Earnings_Per_Share_Deta
Note 3 - Earnings Per Share (Details) - Basic and Diluted Earnings Per Share (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Net income attributable to SPAR Group, Inc. (in Dollars) | $383 | $331 | $590 | $244 |
Denominator: | ' | ' | ' | ' |
Shares used in basic net income per share calculation | 20,584 | 20,503 | 20,585 | 20,483 |
Effect of diluted securities: | ' | ' | ' | ' |
Stock options | 941 | 1,278 | 1,102 | 1,225 |
Shares used in diluted net income per share calculations | 21,525 | 21,781 | 21,687 | 21,708 |
Basic net income per common share: (in Dollars per share) | $0.02 | $0.02 | $0.03 | $0.01 |
Diluted net income per common share: (in Dollars per share) | $0.02 | $0.02 | $0.03 | $0.01 |
Note_4_Credit_Facilities_Detai
Note 4 - Credit Facilities (Details) | 9 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 07, 2011 | |
Sterling Credit Facility [Member] | Oxford Funding Pty Ltd [Member] | Oxford Funding Pty Ltd [Member] | Mizuho Bank [Member} | Mizuho Bank [Member} | |
USD ($) | USD ($) | AUD | USD ($) | USD ($) | |
Note 4 - Credit Facilities (Details) [Line Items] | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | $7,500,000 | $1,000,000 | 1,200,000 | ' | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.13% | ' | ' | ' | ' |
Percent of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability | 85.00% | 80.00% | 80.00% | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | 182,000 |
Debt Instrument, Periodic Payment | ' | ' | ' | 2,200 | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 0.10% | ' |
Loans Payable | ' | ' | ' | $89,000 | ' |
Note_4_Credit_Facilities_Detai1
Note 4 - Credit Facilities (Details) - Credit Facilities Loan Balance (USD $) | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | ||
Note 4 - Credit Facilities (Details) - Credit Facilities Loan Balance [Line Items] | ' | ' | ||
Loan Balance | $4,557 | $4,311 | ||
Japan Term Loan | 89 | 113 | ||
Japan Term Loan | 0.10% | [1] | 0.10% | [2] |
United States [Member] | ' | ' | ||
Note 4 - Credit Facilities (Details) - Credit Facilities Loan Balance [Line Items] | ' | ' | ||
Loan Balance | 4,054 | 3,615 | ||
Interest Rate | 2.80% | [1] | 2.80% | [2] |
Australia [Member] | ' | ' | ||
Note 4 - Credit Facilities (Details) - Credit Facilities Loan Balance [Line Items] | ' | ' | ||
Loan Balance | $503 | $696 | ||
Interest Rate | 7.10% | [1] | 7.00% | [2] |
[1] | Based on interest rate at September 30, 2014 | |||
[2] | Based on interest rate at December 31, 2013 |
Note_4_Credit_Facilities_Detai2
Note 4 - Credit Facilities (Details) - Unused Availability (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 4 - Credit Facilities (Details) - Unused Availability [Line Items] | ' | ' |
Unusеd Αvailability | $3,990 | $3,253 |
UNITED STATES | ' | ' |
Note 4 - Credit Facilities (Details) - Unused Availability [Line Items] | ' | ' |
Unusеd Αvailability | 3,446 | 2,885 |
AUSTRALIA | ' | ' |
Note 4 - Credit Facilities (Details) - Unused Availability [Line Items] | ' | ' |
Unusеd Αvailability | $544 | $368 |
Note_5_Capital_Lease_Obligatio2
Note 5 - Capital Lease Obligations (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Leases, Capital [Abstract] | ' |
Number of Outstanding Capital Lease Obligations | 2 |
Capital Lease Interest Rate | 4.50% |
Note_5_Capital_Lease_Obligatio3
Note 5 - Capital Lease Obligations (Details) - Capital Lease Assets Balances (January 2012 Lease [Member], USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
January 2012 Lease [Member] | ' |
Capital Leased Assets [Line Items] | ' |
January, 2012 | $253 |
January, 2012 | 231 |
January, 2012 | $22 |
Note_5_Capital_Lease_Obligatio4
Note 5 - Capital Lease Obligations (Details) - Annual Future Minimum Lease Payments Required under Leases (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Annual Future Minimum Lease Payments Required under Leases [Abstract] | ' |
As of September 30, 2014 | $22 |
Present value of net minimum lease payments, included within accrued expenses and other current liabilities | $22 |
Note_6_Related_Party_Transacti1
Note 6 - Related Party Transactions (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 20, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Aug. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
SBS [Member] | SBS [Member] | SBS [Member] | SBS [Member] | SBS [Member] | SBS [Member] | SBS [Member] | SBS [Member] | SBS [Member] | SBS [Member] | SBS [Member] | NRS [Member] | NRS [Member] | NMS [Member] | NMS [Member] | Affinity [Member] | Spar Business Ideas Provider S.R.L. [Member] | Spar Business Ideas Provider S.R.L. [Member] | Spar Business Ideas Provider S.R.L. [Member] | NMS [Member] | NMA [Member] | |||
Domestic Merchandising Specialists Field Force [Member] | Domestic Merchandising Specialists Field Force [Member] | Domestic Field Management [Member] | Domestic Field Management [Member] | Domestic Merchandising Specialist Field and Field Management [Member] | Domestic Merchandising Specialist Field and Field Management [Member] | Plus 4% Compensation [Member] | Plus 4% Compensation [Member] | Administrative Services [Member] | Administrative Services [Member] | Subsequent Event [Member] | Plus 2% Compensation [Member] | Plus 2% Compensation [Member] | Maximum [Member] | Gross Sales Price [Member] | Cash Paid At Closing [Member] | ||||||||
Without Charge [Member] | Without Charge [Member] | Accepted Offer Letter [Member] | |||||||||||||||||||||
Note 6 - Related Party Transactions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent of Service Provided by Related Party | ' | ' | 80.00% | 77.00% | 93.00% | 97.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | 8.00% | ' | ' | ' | ' | ' | ' |
Cost of Services (in Dollars) | ' | ' | ' | ' | ' | ' | $20,000,000 | $18,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Rate | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | 2.00% | 2.00% | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' |
Related Party Transaction, Amounts of Transaction (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | 770,000 | 693,000 | 502,000 | 455,000 | ' | 38,000 | 30,000 | ' | ' | ' | 348,465 | 187,767 | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | 51.00% | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49.00% |
Increase Decrease In Cost of Revenue (in Dollars) | $594,000 | $550,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_6_Related_Party_Transacti2
Note 6 - Related Party Transactions (Details) - Transactions Between the Company and Affiliates (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Services provided by affiliates | $7,207 | $7,130 | $21,924 | $19,563 |
Field Merchandiser Services (SBS) [Member] | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Services provided by affiliates | 5,605 | 5,417 | 16,658 | 14,304 |
Field Management Services [Member] | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Services provided by affiliates | 1,056 | 1,266 | 3,361 | 3,706 |
Field Merchandiser Services NMA [Member] | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' |
Services provided by affiliates | $546 | $447 | $1,905 | $1,553 |
Note_6_Related_Party_Transacti3
Note 6 - Related Party Transactions (Details) - Accrued Expenses (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Accrued Expenses [Abstract] | ' | ' | |
Total accrued expenses due to affiliates | $729 | $560 | [1] |
[1] | The Balance Sheet at December 31, 2013, is excerpted from the consolidated audited financial statements as of that date but does not include certain information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. |
Note_7_Preferred_Stock_Details
Note 7 - Preferred Stock (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 10, 2011 | Dec. 31, 2010 | Dec. 31, 2010 | Sep. 30, 2014 | |
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||
Note 7 - Preferred Stock (Details) [Line Items] | ' | ' | ' | ' | ' | ' | |
Preferred Stock, Shares Authorized | 2,445,598 | 2,445,598 | [1] | ' | 3,000,000 | 3,000,000 | 2,445,598 |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $0.01 | $0.01 | [1] | ' | $0.01 | ' | ' |
Preferred Stock, Dividend Rate, Percentage | ' | ' | ' | ' | 10.00% | ' | |
Common Stock for Conversion | ' | ' | 554,402 | ' | ' | ' | |
Preferred Stock, Shares Issued | 0 | 0 | [1] | ' | ' | ' | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 | [1] | ' | ' | ' | 0 |
[1] | The Balance Sheet at December 31, 2013, is excerpted from the consolidated audited financial statements as of that date but does not include certain information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. |
Note_8_Stock_Based_Compensatio1
Note 8 - Stock Based Compensation and Other Plans (Details) (USD $) | 0 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||||
Aug. 07, 2014 | Mar. 13, 2014 | 15-May-14 | Mar. 13, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Feb. 28, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Former CEO and President [Member] | The 2008 Plan [Member] | The 2008 Plan [Member] | |
Employee [Member] | Employee [Member] | Directors [Member] | The 2008 Plan [Member] | ||||||
The 2008 Plan [Member] | The 2008 Plan [Member] | The 2008 Plan [Member] | |||||||
Note 8 - Stock Based Compensation and Other Plans (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | ' |
Allocated Share-based Compensation Expense | ' | ' | ' | ' | $135,000 | $139,000 | $127,594 | $399,000 | $366,000 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | ' | ' | ' | ' | 51,300 | 15,500 | ' | 151,000 | 139,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | ' | ' | ' | ' | 149,000 | ' | ' | 1,100,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | 83,400 | 4,000 | 16,000 | ' | ' | ' | ' | ' | ' |
Estimated Stock Compensation Expense | ' | ' | ' | $155,988 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | '4 years | ' | ' | ' | ' | ' |
Note_11_Segment_Information_De
Note 11 - Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Unilink [Member] | Shanghai Wedone Marketing Consulting Co. Ltd [Member] | SPAR Shanghai [Member] | Intersegment Eliminations [Member] | Intersegment Eliminations [Member] | |||||
SPAR Shanghai [Member] | SPAR Shanghai [Member] | ||||||||
Note 11 - Segment Information (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Reportable Segments | ' | ' | 2 | ' | ' | ' | ' | ' | ' |
Revenue, Net (in Dollars) | $31,009,000 | $27,753,000 | $89,969,000 | $80,152,000 | ' | ' | ' | $0 | $0 |
Non-Cash Consideration Given to Acquire Assets, Percentage of Ownership of Subsidiary Transferred | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | ' | ' | ' | ' | 51.00% | ' | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | ' | ' | ' | ' | 20.00% | 29.00% | ' | ' | ' |
Note_11_Segment_Information_De1
Note 11 - Segment Information (Details) - Segment Reporting Information (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $31,009,000 | $27,753,000 | $89,969,000 | $80,152,000 |
Operating income | 547,000 | 390,000 | 1,454,000 | 903,000 |
Interest expense | 44,000 | 28,000 | 128,000 | 80,000 |
Income tax expense | 21,000 | -139,000 | 373,000 | 200,000 |
Net income from continuing operations | 571,000 | 506,000 | 1,155,000 | 696,000 |
Depreciation and amortization | 430,000 | 388,000 | 1,260,000 | 1,097,000 |
Capital expenditures | 410,000 | 312,000 | 1,084,000 | 1,039,000 |
Other expense (income), net | -89,000 | -5,000 | -202,000 | -73,000 |
Income before income tax expense | 592,000 | 367,000 | 1,528,000 | 896,000 |
UNITED STATES | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 11,666,000 | 11,327,000 | 35,265,000 | 32,390,000 |
Operating income | 557,000 | 99,000 | 852,000 | 383,000 |
Interest expense | 22,000 | 15,000 | 62,000 | 40,000 |
Income tax expense | ' | ' | ' | -25,000 |
Net income from continuing operations | 442,000 | 225,000 | 697,000 | 377,000 |
Depreciation and amortization | 321,000 | 307,000 | 964,000 | 858,000 |
Capital expenditures | 252,000 | 224,000 | 765,000 | 855,000 |
Other expense (income), net | 93,000 | -141,000 | 93,000 | -9,000 |
Income before income tax expense | 535,000 | 84,000 | 790,000 | 368,000 |
International [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 19,343,000 | 16,426,000 | 54,704,000 | 47,762,000 |
Operating income | -10,000 | 291,000 | 602,000 | 520,000 |
Interest expense | 22,000 | 13,000 | 66,000 | 40,000 |
Income tax expense | -72,000 | 2,000 | 280,000 | 209,000 |
Net income from continuing operations | 129,000 | 281,000 | 458,000 | 319,000 |
Depreciation and amortization | 109,000 | 81,000 | 296,000 | 239,000 |
Capital expenditures | 158,000 | 88,000 | 319,000 | 184,000 |
Other expense (income), net | -89,000 | -5,000 | -202,000 | -48,000 |
Income before income tax expense | $57,000 | $283,000 | $738,000 | $528,000 |
Note_11_Segment_Information_De2
Note 11 - Segment Information (Details) - Assets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' | |
Assets | $38,155 | $34,278 | [1] |
UNITED STATES | ' | ' | |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' | |
Assets | 17,186 | 17,651 | |
International [Member] | ' | ' | |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' | |
Assets | $20,969 | $16,627 | |
[1] | The Balance Sheet at December 31, 2013, is excerpted from the consolidated audited financial statements as of that date but does not include certain information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. |
Note_11_Segment_Information_De3
Note 11 - Segment Information (Details) - Geographic Data (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
Revenues | $31,009,000 | $27,753,000 | $89,969,000 | $80,152,000 |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | MEXICO | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
% of consolidated net revenue | 16.10% | 14.40% | 15.80% | 14.10% |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | SOUTH AFRICA | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
% of consolidated net revenue | 14.20% | 14.00% | 13.70% | 14.70% |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | CHINA | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
% of consolidated net revenue | 9.80% | 6.90% | 6.40% | 6.20% |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | INDIA | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
% of consolidated net revenue | 6.00% | 4.30% | 5.70% | 4.10% |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | CANADA | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
% of consolidated net revenue | 5.30% | 5.60% | 5.40% | 5.50% |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | AUSTRALIA | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
% of consolidated net revenue | 4.40% | 4.60% | 4.90% | 6.30% |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | JAPAN | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
% of consolidated net revenue | 4.30% | 7.50% | 6.80% | 5.80% |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | TURKEY | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
% of consolidated net revenue | 2.40% | 1.90% | 2.10% | 2.90% |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | International [Member] | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
% of consolidated net revenue | 62.50% | 59.20% | 60.80% | 59.60% |
MEXICO | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
Revenues | 4,983,000 | 4,002,000 | 14,181,000 | 11,277,000 |
SOUTH AFRICA | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
Revenues | 4,388,000 | 3,873,000 | 12,358,000 | 11,809,000 |
CHINA | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
Revenues | 3,046,000 | 1,911,000 | 5,791,000 | 4,956,000 |
INDIA | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
Revenues | 1,850,000 | 1,203,000 | 5,112,000 | 3,318,000 |
CANADA | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
Revenues | 1,643,000 | 1,545,000 | 4,858,000 | 4,389,000 |
AUSTRALIA | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
Revenues | 1,366,000 | 1,283,000 | 4,441,000 | 5,046,000 |
JAPAN | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
Revenues | 1,338,000 | 2,079,000 | 6,090,000 | 4,680,000 |
TURKEY | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
Revenues | 729,000 | 530,000 | 1,873,000 | 2,287,000 |
International [Member] | ' | ' | ' | ' |
Note 11 - Segment Information (Details) - Geographic Data [Line Items] | ' | ' | ' | ' |
Revenues | $19,343,000 | $16,426,000 | $54,704,000 | $47,762,000 |
Note_11_Segment_Information_De4
Note 11 - Segment Information (Details) - Long Lived Assets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 11 - Segment Information (Details) - Long Lived Assets [Line Items] | ' | ' |
Long lived assets | $9,770 | $8,632 |
UNITED STATES | ' | ' |
Note 11 - Segment Information (Details) - Long Lived Assets [Line Items] | ' | ' |
Long lived assets | 6,213 | 6,222 |
International [Member] | ' | ' |
Note 11 - Segment Information (Details) - Long Lived Assets [Line Items] | ' | ' |
Long lived assets | $3,557 | $2,410 |
Note_12_Discontinued_Operation2
Note 12 - Discontinued Operations (Details) (Romanian Disposal Group [Member], USD $) | 0 Months Ended |
Aug. 31, 2013 | |
Romanian Disposal Group [Member] | ' |
Note 12 - Discontinued Operations (Details) [Line Items] | ' |
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds | $348,465 |
Proceeds from Divestiture of Businesses | $187,767 |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Note_12_Discontinued_Operation3
Note 12 - Discontinued Operations (Details) - Components of Earnings from Discontinued Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Net revenues | ' | $952 | ' | $3,426 |
Cost of revenues | 23,703 | 21,228 | 68,733 | 61,252 |
Gross profit | ' | 219 | ' | 690 |
Selling, general and administrative expenses | ' | 208 | ' | 562 |
Depreciation and amortization | ' | ' | ' | 1 |
Operating income | ' | 11 | ' | 127 |
Other (income) expense, net | ' | -6 | ' | -11 |
Income before provision for income tax expense | ' | 17 | ' | 138 |
Income tax expense | ' | ' | ' | 40 |
Income from discontinued operations | ' | 17 | ' | 98 |
Romanian Disposal Group [Member] | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Cost of revenues | ' | $733 | ' | $2,736 |
Note_13_Purchase_of_Interests_2
Note 13 - Purchase of Interests in Subsidiaries (Details) (Assets and Merchandising Teams of Unilink [Member], USD $) | Sep. 30, 2014 | Sep. 30, 2014 | Aug. 01, 2014 | Aug. 01, 2014 | Aug. 01, 2014 | Sep. 30, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Sep. 30, 2014 |
Year One [Member] | Year Two [Member] | SPAR Shanghai [Member] | SPAR Shanghai [Member] | SPAR Shanghai [Member] | Customer Lists [Member] | Investor in Shanghai [Member] | |||
Unilink [Member] | Shanghai Wedone Marketing Consulting Co. Ltd [Member] | ||||||||
Note 13 - Purchase of Interests in Subsidiaries (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | ' | ' | 20.00% | 29.00% | ' | ' | 49.00% | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | 51.00% | ' | ' | ' | ' |
Total Purchase Price | ' | ' | ' | ' | ' | ' | ' | $1,460,000 | ' |
Business Combination, Consideration Transferred | ' | ' | ' | ' | ' | ' | ' | 749,660 | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | ' | ' | 374,830 | ' |
Business Combination, Contingent Consideration, Liability | 187,415 | 187,415 | ' | ' | ' | ' | ' | 374,830 | ' |
Redeemable Noncontrolling Interest, Equity, Carrying Amount | ' | ' | ' | ' | ' | ' | ' | 720,262 | ' |
Minimum Operating Earnings that Must Be Contributed by Acquiree | ' | ' | ' | ' | ' | ' | ' | ' | $475,000 |
Finite-Lived Intangible Asset, Useful Life | ' | ' | ' | ' | ' | '10 years | ' | ' | ' |
Note_13_Purchase_of_Interests_3
Note 13 - Purchase of Interests in Subsidiaries (Details) - Allocation Between Identifiable Intangibles and Goodwill (Customer Lists [Member], USD $) | Sep. 30, 2014 |
Customer Lists [Member] | ' |
Note 13 - Purchase of Interests in Subsidiaries (Details) - Allocation Between Identifiable Intangibles and Goodwill [Line Items] | ' |
Customer list | $1,469,922 |
Note_13_Purchase_of_Interests_4
Note 13 - Purchase of Interests in Subsidiaries (Details) - Pro Forma Information (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Pro Forma Information [Abstract] | ' | ' | ' | ' | ' |
Actual Unilink from August 1 to September 30, 2014 | $1,614 | ' | ' | ' | ' |
Actual Unilink from August 1 to September 30, 2014 | 43 | ' | ' | ' | ' |
Revenue | ' | 31,847 | 30,086 | 95,549 | 86,084 |
Net Income | ' | $405 | $454 | $798 | $620 |