Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 25, 2016 | Jun. 30, 2015 | |
Entity Registrant Name | SPAR GROUP INC | ||
Entity Central Index Key | 1,004,989 | ||
Trading Symbol | sgrp | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 20,564,347 | ||
Entity Public Float | $ 1.3 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Cash and cash equivalents | $ 5,718,000 | $ 4,382,000 |
Accounts receivable, net | 23,203,000 | 26,245,000 |
Deferred income taxes | 529,000 | 464,000 |
Prepaid expenses and other current assets | 661,000 | 868,000 |
Total current assets | 30,111,000 | 31,959,000 |
Property and equipment, net | 2,443,000 | 2,175,000 |
Goodwill | 1,800,000 | 1,800,000 |
Intangible assets, net | 2,551,000 | 3,149,000 |
Deferred income taxes | 5,890,000 | 5,134,000 |
Other assets | 611,000 | 353,000 |
Total assets | 43,406,000 | 44,570,000 |
Liabilities and equity | ||
Accounts payable | 2,984,000 | 4,011,000 |
Accrued expenses and other current liabilities | 7,082,000 | 8,149,000 |
Total accrued expenses due to affiliates | 78,000 | 487,000 |
Deferred income taxes | 2,154,000 | 1,540,000 |
Customer deposits | 503,000 | 659,000 |
Lines of credit and short-term loans | 476,000 | 658,000 |
Total current liabilities | 13,277,000 | 15,504,000 |
Long-term debt | 5,731,000 | 5,855,000 |
Total liabilities | $ 19,008,000 | $ 21,359,000 |
Commitments and contingencies – See Note 6 | ||
Equity: | ||
Preferred stock, $.01 par value: Authorized and available shares– 2,445,598 Issued and outstanding shares – None – December 31, 2015 and None – December 31, 2014 | ||
Common stock, $.01 par value: Authorized shares – 47,000,000 Issued shares – 20,680,717 – December 31, 2015 and December 31, 2014 | $ 207,000 | $ 207,000 |
Treasury stock, at cost 119,695 shares – December 31, 2015 and 121,663 shares – December 31, 2014 | (169,000) | (183,000) |
Additional paid-in capital | 15,871,000 | 15,519,000 |
Accumulated other comprehensive loss | (2,869,000) | (1,556,000) |
Retained earnings | 5,662,000 | 4,770,000 |
Total SPAR Group, Inc. equity | 18,702,000 | 18,757,000 |
Non-controlling interest | 5,696,000 | 4,454,000 |
Total equity | 24,398,000 | 23,211,000 |
Total liabilities and equity | $ 43,406,000 | $ 44,570,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 2,445,598 | 2,445,598 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 47,000,000 | 47,000,000 |
Common stock, shares issued (in shares) | 26,680,717 | 26,680,717 |
Treasury stock, shares (in shares) | 119,695 | 121,663 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive (Loss) Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net revenues | $ 119,279 | $ 122,021 |
Cost of revenues | 90,015 | 91,671 |
Gross profit | 29,264 | 30,350 |
Selling, general and administrative expense | 24,094 | 25,308 |
Depreciation and amortization | 1,905 | 1,753 |
Operating income | 3,265 | 3,289 |
Interest expense | 214 | 158 |
Other income, net | (243) | (292) |
Income before income tax expense | 3,294 | 3,423 |
Income tax expense (benefit) | 819 | (948) |
Net income | 2,475 | 4,371 |
Net income attributable to non-controlling interest | (1,583) | (1,103) |
Net income attributable to SPAR Group, Inc. | $ 892 | $ 3,268 |
Basic income per common share: (in dollars per share) | $ 0.04 | $ 0.16 |
Diluted income per common share: (in dollars per share) | $ 0.04 | $ 0.15 |
Weighted average common shares – basic (in shares) | 20,559 | 20,578 |
Weighted average common shares – diluted (in shares) | 21,573 | 21,830 |
Net income | $ 2,475 | $ 4,371 |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (1,313) | (525) |
Comprehensive income | 1,162 | 3,846 |
Comprehensive income attributable to non-controlling interest | 1,583 | 1,103 |
Comprehensive (loss) income attributable to SPAR Group, Inc. | $ (421) | $ 2,743 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Shares (in shares) at Dec. 31, 2013 | 20,681,000 | 182,000 | |||||
Balance at Dec. 31, 2013 | $ 207 | $ (356) | $ 15,339 | $ (1,031) | $ 1,654 | $ 2,743 | $ 18,556 |
Share-based compensation | 655 | $ 655 | |||||
Exercise of stock options (in shares) | (95,000) | 453,522 | |||||
Exercise of stock options | $ 187 | (133) | $ 54 | ||||
Change in non-controlling interest related to business acquisition | 720 | 720 | |||||
Distributions to non-controlling investors | (112) | (112) | |||||
Net cash settlement of stock options | (187) | (152) | (339) | ||||
Treasury Stock, Shares, Acquired | 115,000 | ||||||
Purchase of treasury shares | $ (169) | (169) | |||||
Reissued treasury shares – RSUs (in shares) | (80,000) | ||||||
Reissued treasury shares – RSUs | $ 155 | (155) | |||||
Other comprehensive loss | (525) | (525) | |||||
Net income | 3,268 | 1,103 | 4,371 | ||||
Shares (in shares) at Dec. 31, 2014 | 20,681,000 | 122,000 | |||||
Balance at Dec. 31, 2014 | $ 207 | $ (183) | 15,519 | (1,556) | 4,770 | 4,454 | 23,211 |
Share-based compensation | 655 | $ 655 | |||||
Exercise of stock options (in shares) | (95,000) | 453,522 | |||||
Exercise of stock options | $ 187 | (133) | $ 54 | ||||
Purchase of treasury shares (in shares) | 115,000 | ||||||
Purchase of treasury shares | $ (169) | (169) | |||||
Other comprehensive loss | (525) | (525) | |||||
Net income | 3,268 | 1,103 | 4,371 | ||||
Share-based compensation | 434 | $ 434 | |||||
Exercise of stock options (in shares) | (61,000) | 61,124 | |||||
Exercise of stock options | $ 95 | (54) | $ 41 | ||||
Distributions to non-controlling investors | (341) | $ (341) | |||||
Treasury Stock, Shares, Acquired | 78,000 | 410,591 | |||||
Purchase of treasury shares | $ (109) | $ (109) | |||||
Reissued treasury shares – RSUs (in shares) | (19,000) | ||||||
Reissued treasury shares – RSUs | $ 28 | (28) | |||||
Other comprehensive loss | (1,313) | (1,313) | |||||
Net income | 892 | 1,583 | 2,475 | ||||
Shares (in shares) at Dec. 31, 2015 | 20,681,000 | 120,000 | |||||
Balance at Dec. 31, 2015 | $ 207 | $ (169) | 15,871 | (2,869) | 5,662 | 5,696 | 24,398 |
Share-based compensation | 434 | $ 434 | |||||
Exercise of stock options (in shares) | (61,000) | 61,124 | |||||
Exercise of stock options | $ 95 | $ (54) | $ 41 | ||||
Purchase of treasury shares (in shares) | 78,000 | 410,591 | |||||
Purchase of treasury shares | $ (109) | $ (109) | |||||
Other comprehensive loss | $ (1,313) | (1,313) | |||||
Net income | $ 892 | $ 1,583 | $ 2,475 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | ||
Net income | $ 2,475,000 | $ 4,371,000 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 1,905,000 | 1,753,000 |
Bad debt expense, net of recoveries | 388,000 | 115,000 |
Deferred income tax benefit | (207,000) | (1,702,000) |
Share based compensation | 434,000 | 655,000 |
Changes in operating assets and liabilities, net of business acquisitions and disposition: | ||
Accounts receivable, net | 2,792,000 | (4,789,000) |
Prepaid expenses and other assets | (62,000) | (313,000) |
Accounts payable | (1,105,000) | (256,000) |
Accrued expenses, other current liabilities and customer deposits | (1,730,000) | 2,263,000 |
Net cash provided by operating activities | 4,890,000 | 2,097,000 |
Investing activities | ||
Purchases of property and equipment and capitalized software | $ (1,575,000) | (1,326,000) |
Purchase of Unilink | (375,000) | |
Net cash used in investing activities | $ (1,575,000) | (1,701,000) |
Financing activities | ||
Net (payments) borrowing on lines of credit | (226,000) | 2,222,000 |
Proceeds from stock options exercised | $ 41,000 | 54,000 |
Net cash settlement of stock options | (339,000) | |
Payments on term debt | $ (24,000) | (24,000) |
Payments on capital lease obligations | (109,000) | |
Purchase of treasury shares | $ (109,000) | (169,000) |
Distribution to non-controlling investors | (341,000) | (110,000) |
Net cash (used in) provided by financing activities | (659,000) | 1,525,000 |
Effect of foreign exchange rate changes on cash | (1,320,000) | (353,000) |
Net change in cash and cash equivalents | 1,336,000 | 1,568,000 |
Cash and cash equivalents at beginning of year | 4,382,000 | 2,814,000 |
Cash and cash equivalents at end of year | 5,718,000 | 4,382,000 |
Supplemental disclosure of cash flows information | ||
Interest paid | 190,000 | 120,000 |
Income taxes paid | $ 187,000 | 445,000 |
Supplemental disclosure of non-cash financing activities | ||
Fair value of contingent Unilink consideration | 375,000 | |
Increase in non-controlling interest attributable to acquisition of Unilink subsidiary | $ 720,000 |
Note 1 - Business and Organizat
Note 1 - Business and Organization | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1. Business and Organization The SPAR Group, Inc., a Delaware corporation ("SGRP"), and its subsidiaries (together with SGRP, the "SPAR Group" or 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 merchandisers, office supply, grocery, drug store, home improvement, independent, convenience 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. The Company operates in 9 countries and divides its operations into two reportable segments: its Domestic Division, which provides those services in the United States of America since certain of its predecessors were formed in 1979, and its International Division, which began operations in May 2001 and provides similar merchandising, marketing, audit 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. The Company's Domestic Division provides nationwide merchandising and other marketing services throughout the United States of America primarily on behalf of consumer product manufacturers and retailers at mass merchandisers, office supply, grocery, drug store, home improvement, independent, convenience and electronics stores. Included in its clients are home entertainment, general merchandise, health and beauty care, consumer goods and food products companies. The Company's international business in each territory outside the United States is conducted through a foreign subsidiary incorporated in its primary territory. The primary territory establishment date (which may include predecessors), the percentage of the Company's equity ownership, and the principal office location for its US (domestic) subsidiaries and each of its foreign (international) subsidiaries is as follows: Primary Territory Date Established SGRP Percentage Ownership Principal Office Location United States of America 1979 100% White Plains, New York, United States of America Japan May 2001 100% Tokyo, Japan Canada June 2003 100% Toronto, Canada South Africa April 2004 51% Durban, South Africa India April 2004 51% New Delhi, India Australia April 2006 51% Melbourne, Australia China March 2010 51% 1 Shanghai, China Mexico August 2011 51% Mexico City, Mexico Turkey November 2011 51% Istanbul, Turkey 1 In August 2014, the Company, through its subsidiary in Hong Kong, SPAR China Ltd., in conjunction with its minority partner in SPAR Shanghai, purchased certain business assets, fixed assets and merchandising teams of three companies in China (collectively Unilink). As consideration for the purchase, Unilink was paid in cash and 20% ownership in SPAR Shanghai. SGRP’s ownership interest in SPAR Shanghai remained at 51%. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Principles of Consolidation The Company consolidates its 100%-owned subsidiaries and all of its 51%-owned joint venture subsidiaries in accordance with the provisions required by the Consolidation Topic 810 of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). All significant intercompany accounts and transactions have been eliminated. Accounting for Joint Venture Subsidiarie s For the Company's less than wholly owned subsidiaries, the Company first analyzes to determine if a joint venture subsidiary is a variable interest entity (a "VIE") in accordance with ASC 810 and if so, whether the Company is the primary beneficiary requiring consolidation. A VIE is an entity that has (i) insufficient equity to permit it to finance its activities without additional subordinated financial support or (ii) equity holders that lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary, which is the entity that has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that potentially could be significant to the entity. Variable interests in a VIE are contractual, ownership, or other financial interests in a VIE that change with changes in the fair value of the VIE's net assets. The Company continuously re-assesses at each level of the joint venture whether the entity is (i) a VIE, and (ii) if the Company is the primary beneficiary of the VIE. If it was determined that an entity in which the Company holds an interest qualified as a VIE and the Company was the primary beneficiary, it would be consolidated. Based on the Company's analysis for each of its 51% owned joint ventures, the Company has determined that each is a VIE and that Company is the primary beneficiary. While the Company owns 51% of the equity interest in these subsidiaries while the other 49% is owned by local unrelated third parties, the joint venture agreements with those third parties generally provide them with equal voting rights. Accordingly, the Company consolidates each joint venture under the VIE rules and reflects the 49% interests in the consolidated financial statements as non-controlling interests. The Company records these non-controlling interests at their initial fair value, adjusting the basis prospectively for their share of the respective consolidated investments' net income or loss or equity contributions and distributions. These non-controlling interests are not redeemable by the equity holders and are presented as part of permanent equity. Income and losses are allocated to the non-controlling interest holder based on its economic ownership percentage. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the amounts disclosed for contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. Cash Equivalents The Company considers all highly liquid short-term investments with maturities of three months or less at the time of acquisition to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. Concentration of Credit Risk The Company maintains cash balances with high quality financial institutions and periodically evaluates the creditworthiness of such institutions and believes that the Company is not exposed to significant credit risk. Cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Revenue Recognition The Company's services are provided to its clients under contracts or agreements. The Company bills its clients based upon service fee or per unit fee arrangements. Revenues under service fee arrangements are recognized when the service is performed. The Company's per unit fee arrangements provide for fees to be earned based on the retail sales of a client's products to consumers. The Company recognizes per unit fees in the period such amounts become determinable and are reported to the Company. Customer deposits, which are considered advances on future work, are recorded as revenue in the period services are provided. Unbilled Accounts Receivable Unbilled accounts receivable represent services performed but not billed and are included as accounts receivable. Doubtful Accounts and Credit Risks The Company continually monitors the collectability of its accounts receivable based upon current client credit information and financial condition. Balances that are deemed to be uncollectible after the Company has attempted reasonable collection efforts are written off through a charge to the bad debt allowance and a credit to accounts receivable. Accounts receivable balances, net of any applicable reserves or allowances, are stated at the amount that management expects to collect from the outstanding balances. The Company provides for probable uncollectible amounts through a charge to earnings and a credit to bad debt allowance based in part on management's assessment of the current status of individual accounts. Based on management's assessment, the Company established an allowance for doubtful accounts of $542,000 and $259,000 at December 31, 2015, and 2014, respectively. Bad debt expense was $388,000 and $115,000 for the years ended December 31, 2015 and 2014, respectively. Property and Equipment and Depreciation Property and equipment, including leasehold improvements, are stated at cost. Depreciation is calculated on a straight-line basis over estimated useful lives of the related assets, which range from three to seven years. Leasehold improvements are depreciated over the shorter of their estimated useful lives or lease term, using the straight-line method. Maintenance and minor repairs are charged to expense as incurred. Depreciation expense for the years ended December 31, 2015 and 2014 (including amortization of capitalized software as described below) was $1.3 million and $1.2 million, respectively. Internal Use Software Development Costs The Company capitalizes certain costs associated with its internally developed software. Specifically, the Company capitalizes the costs of materials and services incurred in developing or obtaining internal use software. These costs include (but are not limited to) the cost to purchase software, the cost to write program code, payroll and related benefits and travel expenses for those employees who are directly involved with and who devote time to the Company's software development projects. Capitalization of such costs ceases when the project is substantially complete and ready for its intended purpose. Costs incurred during preliminary project and post-implementation stages, as well as software maintenance and training costs, are expensed in the period in which they are incurred. Capitalized software development costs are amortized over three years on a straight-line basis. The Company capitalized $1,294,000 and $1,082,000 of costs related to software developed for internal use in 2015 and 2014, respectively, and recognized approximately $1,027,000 and $895,000 of amortization of capitalized software for the years ended December 31, 2015 and 2014, respectively. Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of the Company's property and equipment and intangible assets subjected to amortization may not be recoverable. When indicators of potential impairment exist, the Company assesses the recoverability of the assets by estimating whether the Company will recover its carrying value through the undiscounted future cash flows generated by the use of the asset and its eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the asset, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset. If any assumptions, projections or estimates regarding any asset change in the future, the Company may have to record an impairment to reduce the net book value of such individual asset. Goodwill Goodwill may result from our business acquisitions. Goodwill is assigned to our reporting units based on the expected benefit from the synergies arising from each business combination, determined by using certain financial metrics, including the forecast discounted cash flows associated with each reporting unit. As of December 31, 2015, we had recorded goodwill of $1.8 million. We allocate goodwill acquired in a business combination to the appropriate reporting unit as of the acquisition date. Goodwill is subject to annual impairment tests and interim impairment tests, if impairment indicators are present. The impairment tests require the Company to first assess qualitative factors to determine whether it is necessary to perform a two-step quantitative goodwill impairment test. The Company is not required to calculate the fair value of a reporting unit unless it determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. If the qualitative assessment indicates a potential impairment, the Company performs the two step quantitative impairment test. Step one of the two step impairment test is to compare the fair value of the reporting unit with the reporting unit's carrying amount including goodwill. If the test indicates that the fair value is less than the carrying value, then step two is required to compare the implied fair value of the reporting unit's goodwill with the carrying amount of the reporting unit's goodwill. If the carrying amount of the goodwill exceeds its implied fair value, an impairment loss shall be recognized in an amount equal to that excess. The Company has determined that it has two reporting units, and that a two-step quantitative goodwill impairment test was not necessary, as of December 31, 2015 and 2014. Based on the qualitative assessment, the Company did not identify any indication of impairment of its goodwill as of December 31, 2015 and 2014. Accounting for Share Based Compensation The Company measures all employee share-based compensation awards using a fair value method and records the related expense in the financial statements over the period during which an employee is required to provide service in exchange for the award. Excess tax benefits are realized from the exercise of stock options and are reported as a financing cash inflow rather than as a reduction of taxes paid in cash flow from operations. For each award that has a graded vesting schedule, the Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award. Share based employee compensation expense for the years ended December 31, 2015 and 2014 was $434,000 and $655,000, respectively. Fair Value Measurements Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The generally accepted accounting principles fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories: ● Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; ● Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and ● Level 3 – Prices or valuation techniques where little or no market data is available that requires inputs that are significant to the fair value measurement and unobservable. If the inputs used to measure the fair value fall within different levels of the hierarchy, the fair value is determined based upon the lowest level input that is significant to the fair value measurement. Whenever possible, the Company uses quoted market prices to determine fair value. In the absence of quoted market prices, the Company uses independent sources and data to determine fair value. Due to their short maturity, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their fair values (Level 1) at December 31, 2015 and 2014. The carrying value of the Company’s long-term debt with variable interest rates approximates fair value based on instruments with similar terms (Level 2). Accounting for Income Taxes Income tax provisions and benefits are made for taxes currently payable or refundable, and for deferred income taxes arising from future tax consequences of events that were recognized in the Company's financial statements or tax returns and tax credit carry forwards. The effects of income taxes are measured based on enacted tax laws and rates applicable to periods in which the differences are expected to reverse. If necessary, a valuation allowance is established to reduce deferred income tax assets to an amount that will more likely than not be realized. The calculation of income taxes involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step involves evaluating the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step involves estimating and measuring the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company has to determine the probability of various possible outcomes. Our evaluation of uncertain tax positions is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. Net Income Per Share Basic net income per share amounts are based upon the weighted average number of common shares outstanding. Diluted net income per share amounts are based upon the weighted average number of common and potential common shares outstanding except for periods in which such potential common shares are anti-dilutive. Potential common shares outstanding include stock options and restricted stock and are calculated using the treasury stock method. Translation of Foreign Currencies The financial statements of the foreign entities consolidated into the Company's consolidated financial statements were translated into United States dollar equivalents at exchange rates as follows: balance sheet accounts for assets and liabilities were converted at year-end rates, equity at historical rates and income statement accounts at average exchange rates for the year. The resulting translation gains and losses are reflected in accumulated other comprehensive income or loss in the consolidated statements of equity. New Accounting Pronouncements February 2016 The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is in the process of evaluating the future impact of ASU 2016-02 on our consolidated financial position, results of operations and cash flows. January 2016 The FASB issued ASU No. 2016-01, “Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The guidance affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is evaluating the effect that ASU 2016-01 will have on its consolidated financial statements and related disclosures. November 2015 The FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, simplifying the balance sheet classification of deferred taxes by requiring all deferred taxes, along with any related valuation allowance, to be presented as noncurrent. This ASU is effective for the Company beginning in the first quarter of 2017, allows for early adoption and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact the adoption of this guidance will have on the Company’s Consolidated Financial Statements. September 2015 The FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, requiring that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU also requires an entity to present separately on the face of the income statement, or disclose in the notes to the financial statements, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This ASU is effective within annual periods beginning on or after December 15, 2015, including interim periods within that reporting period, and will be applied prospectively to measurement-period adjustments that occur after the effective date of this ASU. The Company believes this standard will not result in any impact on its financial statements. August 2015 The FASB issued ASU No. 2015-15, Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (“ASU 2015-15”). ASU 2015-15 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-15 then clarified that debt issuance costs related to a line-of-credit arrangement can be presented as an asset on the balance sheet, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. These ASUs are effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. An entity should apply this new guidance on a retrospective basis and is required to comply with applicable disclosures for a change in an accounting principle. These standards will result in a balance sheet reclassification and require related disclosure revisions in the Company’s financial statements. The Company is currently evaluating the impact of its pending adoption of ASU 2015-15 on its consolidated financial statements. These standards will not result in a balance sheet reclassification or require related disclosure revisions in the Company’s financial statements. July 2015 The FASB issued ASU No. 2015-14, deferring the effective date of ASU 2014-09 - Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers, one year, from January 1, 2017, to January 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The Company is currently assessing the method under which it will adopt and the potential impact of adopting ASU 2014-09 on its financial position, results of operations, cash flows and/or disclosures. February 2015 The FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). ASU 2015-02 eliminates specific consolidation guidance for limited partnerships and revises other aspects of consolidation analysis, including how kick-out rights, fee arrangements and related parties are assessed. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company is currently evaluating the impact of ASU 2015-02 on the Company’s financial statements. |
Note 3 - Supplemental Balance S
Note 3 - Supplemental Balance Sheet Information (in thousands) | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Supplemental Balance Sheet Disclosures [Text Block] | 3. Supplemental Balance Sheet Information (in thousands) December 31, 20 15 20 14 Accounts receivable, net, consists of the following: Trade $ 20,085 $ 20,667 Unbilled 3,028 4,548 Non-trade 632 1,289 23,745 26,504 Less allowance for doubtful accounts (542 ) (259 ) $ 23,203 $ 26,245 December 31, 20 15 20 14 Property and equipment consists of the following: Equipment $ 8,756 $ 8,562 Furniture and fixtures 651 650 Leasehold improvements 263 263 Capitalized software development costs 8,331 7,037 18,001 16,512 Less accumulated depreciation and amortization (15,558 ) (14,337 ) $ 2,443 $ 2,175 United States International Total Goodwill: Balance December 31, 2014 $ 1,188 $ 612 $ 1,800 Balance December 31, 2015 $ 1,188 $ 612 $ 1,800 December 31, 20 15 20 14 Intangible assets consist of the following: Customer contracts and lists $ 3,941 $ 4,507 Less accumulated amortization (1,390 ) (1,358 ) $ 2,551 $ 3,149 The Company is amortizing its customer contracts and lists of $3.9 million on a straight line basis over lives ranging from 5 to 10 years. Amortization expense for the years ended December 31, 2015 and 2014 was approximately $592,000 and $570,000, respectively. The annual amortization for each of the following years succeeding December 31, 2015, are summarized as follows: Year Amount 2016 $ 529 2017 529 2018 298 2019 265 2020 265 Thereafter 665 Total $ 2,551 December 31, 20 15 20 14 Accrued expenses and other current liabilities: Taxes payable $ 1,737 $ 2,340 Accrued salaries and wages 1,807 2,006 Loans from domestic and international local investors (1) 1,419 1,475 Contingent liabilities, incentive for consulting fees 290 617 Accrued accounting and legal expenses 182 295 Uncertain tax position reserves 164 152 Other 1,483 1,264 Accrued expenses and other current liabilities $ 7,082 $ 8,149 (1) Represent loans from the local investors into the Company's subsidiaries (representing their proportionate share of working capital loans). The loans have no payment terms and are due on demand and as such have been classified as current liabilities in the Company's consolidated financial statements. |
Note 4 - Credit Facilities
Note 4 - Credit Facilities | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
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 July 6, 2010, as amended in June 2011, July 2012, January 2013, July 2013, October 2013, June 2014 and September 2015 (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 $8.5 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, 2017 (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 $8.5 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. The Sterling Loan Agreement also prohibits the Corporation from paying dividends to its stockholders without Sterling's prior written consent. At December 31, 2015, the Company was in compliance with such covenants. The amendment to the Sterling Loan Agreement dated as of September 28, 2015, among other things, extended the scheduled term of the Sterling Credit Facility to July 6, 2017 (with no early termination fee), increased the maximum principal amount of the Secured Revolving Loan Note to $8.5 million and removed 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 $876,000 (based upon the exchange rate at December 31, 2015). 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 20.0 million Yen (Japanese), or approximately $166,000. The loan is payable in monthly installments of 238,000 Yen or $2,000 at an interest rate of 0.1% per annum with a maturity date of February 28, 2018. The outstanding balance at December 31, 2015, was approximately 6.2 million Yen or $51,000, of which $24,000 is short term and $27,000 is long term (based upon the exchange rate at December 31, 2015). The China Unilink subsidiary secured a loan with China Construction Bank in the amount of 1.4 million Chinese Yuan Renminbi, or approximately $216,000 (based on the exchange rate at December 31, 2015). The loan is collateralized with the personal property of one of the minority shareholders of Unilink. The loan has an interest rate of 7.2% per annum and a maturity date of February 11, 2016, at which time the full amount outstanding was paid in full. The full amount was outstanding as of December 31, 2015. The Company had scheduled future maturities of loans as of December 31, 2015, approximately as follows (dollars in thousands): Interest Rate as of December 31, 2015 2016 2017 2018 Mizuho Bank 0.1 % $ 24 $ 24 $ 3 China Construction Bank 7.2 % 216 – – Sterling National Bank 3.0 % – 5,704 – Oxford Funding Pty Ltd. 6.5 % 236 – – Total $ 476 $ 5,728 $ 3 Summary of Company Credit and Other Debt Facilities (in thousands) : December 31, 2015 December 31, 2014 Unused Availability: United States $ 1,635 $ 1,696 Australia 640 573 Total Unused Availability $ 2,275 $ 2,269 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 - Income Taxes
Note 5 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 5. Income Taxes Income before income taxes is summarized as follows (in thousands): Year Ended December 31, 20 15 20 14 Domestic $ 517 $ 1,265 Foreign 2,777 2,158 Total: $ 3,294 $ 3,423 The income tax benefit is summarized as follows (in thousands): Year Ended December 31, 20 15 20 14 Current: Federal $ 2 $ 15 Foreign 949 623 State 76 116 Deferred: Federal (192 ) (1,525 ) Foreign (65 ) (8 ) State 49 (169 ) Net expense (benefit) $ 819 $ (948 ) The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference are as follows (dollars in thousands): Year Ended December 31, 20 15 Rate 20 14 Rate Provision for income taxes at federal statutory rate $ 1,120 34.0 % $ 1,164 34.0 % State income taxes, net of federal benefit 30 0.9 % 37 1.1 % Permanent differences 28 0.8 % (79 ) (2.3 %) Federal Research and Development Credit (192 ) (5.8 )% – – % Change in valuation allowance – – % (1,900 ) (55.5 %) Return to provision (51 ) (1.5 )% – – % Foreign tax rate differential (60 ) (1.8 )% (161 ) (4.7 %) Other (56 ) (1.7 )% (9 ) (0.3 %) Net (benefit) expense $ 819 24.9 % $ (948 ) (27.7 %) Deferred taxes consist of the following (in thousands): December 31, 20 15 20 14 Deferred tax assets: Net operating loss carry forwards $ 2,929 $ 3,163 Federal Research and Development Credit 192 – Deferred revenue 165 157 Allowance for doubtful accounts and other receivable 78 80 Share-based compensation expense 769 604 Foreign subsidiaries 529 464 Depreciation 479 174 Other 38 166 Federal Alternative Minimum Tax 116 – Total deferred tax assets 5,295 4,808 Deferred tax liabilities: Goodwill 307 128 Capitalized software development costs 723 622 Total deferred tax liabilities 1,030 750 Net deferred taxes $ 4,265 $ 4,058 At December 31, 2015, and December 31, 2014, the Company has Federal and State NOL carryforwards of $7.7 million and $8.4 million, respectively, which if unused will expire in years 2018 through 2029. Approximately $1.8 million of the NOLs were incurred prior to the acquisition of PIA Merchandising Services, Inc. in 1999. The acquisition resulted in a change of ownership under Internal Revenue Code ("IRC") section 382 and placed a limit on the amount of pre-acquisition NOLs that may be used each year to reduce taxable income. The annual limitation is $657,500. The Company does not provide currently for U.S. income taxes on the undistributed earnings of its profitable foreign subsidiaries (which are approximately $2.5 million as of December 31, 2015), since, at the present time, management expects any earnings to be reinvested in the foreign subsidiaries and not distributed. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to U.S. income taxes, which could potentially be offset by foreign tax credits. Distribution of those earnings can also subject the Company to related withholding taxes payable to various non-U.S. jurisdictions. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable because of the complexities associated with its hypothetical calculations. A reconciliation of the beginning and ending amount of uncertain tax position reserves is as follows (in thousands): Year Ended December 31, 20 15 20 14 Beginning balance $ 113 $ 102 Additions for tax provisions of prior years 3 11 Ending balance $ 116 $ 113 Interest and penalties that the tax law requires to be paid on the underpayment of taxes should be accrued on the difference between the amount claimed or expected to be claimed on the return and the tax benefit recognized in the financial statements. The Company's policy is to record this interest and penalties as additional tax expense. Details of the Company's tax reserves at December 31, 2015, are outlined in the table below (in thousands): Taxes Interest Penalty Total Tax Liability Domestic State $ 116 $ 40 $ 8 $ 164 Federal – – – – International – – – – Total reserve $ 116 $ 40 $ 8 $ 164 In management's view, the Company's tax reserves at December 31, 2015, for potential domestic state tax liabilities were sufficient. The Company has evaluated the tax liabilities of its international subsidiaries and does not believe a reserve is necessary at this time. SPAR and its subsidiaries file numerous consolidated, combined and separate company income tax returns in the U.S. Federal jurisdiction and in many U.S. states and foreign jurisdictions. With few exceptions, SPAR is subject to U.S. Federal, state and local income tax examinations for the years 2012 through the present. However, tax authorities have the ability to review years prior to the position taken by the Company to the extent that SPAR utilized tax attributes carried forward from those prior years. |
Note 6 - Commitments and Contin
Note 6 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 6. Commitments and Contingencies Lease Commitments The Company leases equipment and certain office space in several cities, under non-cancelable operating lease agreements. Certain leases require the Company to pay its share of any increases in operating expenses and real estate taxes. Rent expense was approximately $1,285,000 and $1,155,000 for the years ended December 31, 2015 and 2014, respectively. Equipment lease expense was approximately $168,000 and $262,000 for the years ended December 31, 2015 and 2014, respectively. At December 31, 2015, future minimum commitments under all non-cancelable operating lease arrangements are as follows (in thousands): Year Amount 2016 $ 1,309 2017 630 2018 514 2019 388 2020 320 Thereafter 153 Total $ 3,314 Legal Matters The Company is a party to various legal actions and administrative proceedings arising in the normal course of business. In the opinion of Company's management, disposition of these 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, results or condition. |
Note 7 - Treasury Stock
Note 7 - Treasury Stock | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Treasury Stock [Text Block] | 7. Treasury Stock Pursuant to the SPAR Group, Inc., 2012 Stock Repurchase Program (the "Repurchase Program"), as approved by SGRP's Audit Committee and adopted by its Board of Directors on August 8, 2012, and ratified on November 8, 2012, under the Repurchase Program, SGRP may repurchase shares of its common stock through August 8, 2015, but not more than 500,000 shares in total, and those repurchases would be made from time to time in the open market and through privately-negotiated transactions, subject to general market and other conditions. On May 11, 2015, SGRP's Audit Committee approved and its Board of Directors adopted the 2015 Stock Repurchase Program extending the stock repurchase plan until May 31, 2018, allowing a total of 532,235 shares to be repurchased. SGRP does not intend to repurchase any shares in the market during any blackout period applicable to its officers and directors under the SPAR Group, Inc. Statement of Policy Regarding Personal Securities Transactions in SGRP Stock and Non-Public Information as adopted, restated, effective and dated as of May 1, 2004, and as further amended through March 10, 2011 (other than purchases that would otherwise be permitted under the circumstances for anyone covered by such policy). As of December 31, 2015, 410,591 shares have been repurchased under this program. It should be noted that no shares were utilized for the Employee Stock Purchase Plan during 2015, leaving a total of 119,695 shares of Treasury Stock at December 31, 2015. The Company anticipates continuing its Repurchase Program throughout 2016. |
Note 8 - Preferred Stock
Note 8 - Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Preferred Stock [Text Block] | 8. 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 December 31, 2015, no shares of SGRP Series A Preferred Stock were issued and outstanding. |
Note 9 - Retirement Plans
Note 9 - Retirement Plans | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 9. Retirement Plans The Company has a 401(k) Profit Sharing Plan covering substantially all eligible domestic employees. The Company made contributions of $89,000 and $93,000 for the years ended December 31, 2015 and 2014, respectively. |
Note 10 - Related-Party Transac
Note 10 - Related-Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 10. 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 13, 2015 (the "Ethics Code"). The Ethics Code is intended to promote and reward honest, ethical, respectful and professional conduct by each Covered Person (as defined in the Ethics Code in his or her position with the Company anywhere in the world, including (among other things) serving each customer, dealing with each vendor and treating each other with integrity and respect, and behaving honestly, ethically and professionally with each customer, each vendor, each other and the Company. Article II of the Ethics Code specifically prohibits various forms of self-dealing and collusion and 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 held in and services and other contributions to affiliates of SGRP and its subsidiaries by certain directors, officers or employees of SGRP, any of its subsidiaries or any of their respective 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 affiliate contracts and amendments thereto for its review and approval (to the extent approval is given), and these contracts are periodically (often annually) again reviewed, in accordance with the Audit Committee 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 to the Company including pricing and the ability to provide services at comparable performance levels). The Audit Committee periodically reviews all of the related party relationships, agreements and transactions described below. 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. 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. During 2014 the stockholders of SAS were Mr. Bartels and Mr. Brown, and as of January 1, 2015, Mr. Brown had transferred all of his ownership to parties related to Mr. Brown (his children and nephew), each of whom are considered affiliates of the Company for related party purposes because of their family relationship with Mr. Brown. SBS, through the use as needed of up to 7,300 of its available field merchandising specialists, provided approximately 82% and 81% 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 year ended December 31, 2015 and 2014, respectively, and SAS, through the use of its 57 full-time national, regional and district administrators, provided approximately 92% of the direct domestic field administration used by the Company for both years (as a percentage of the total cost for such field administrators). In addition to these field service expenses, both SBS and SAS also incur other administrative expenses related to benefit and employment tax expenses of SAS and payroll processing, legal and other administrative expenses paid by either of them. The total cost recorded by the Company for the expenses of SBS and SAS in providing their services to the Company, including the "Cost Plus Fee" arrangement (as defined and discussed below) and the legal and other expenses paid directly by the Company on behalf of both SBS and SAS, was $25.7 million and $26.9 million, for the year ended December 31, 2015 and 2014, respectively. Pursuant to the terms of the Amended and Restated Field Service Agreement with SBS dated as of January 1, 2004, as amended in 2011, and the Amended and Restated Field Management Agreement with SAS dated as of January 1, 2004 (each an "Prior Agreement"), defined reimbursable expenses and established the "Cost Plus Fee" arrangement where the Company paid SBS and SAS for their costs of providing those services plus a fixed percentage of such reimbursable expenses (the "Cost Plus Fee"). The Cost Plus Fee percentage markup was 4.0% reimbursable expenses in each Prior Agreement. The parties have had negotiations respecting replacement agreements since the Prior Agreements expired on November 30, 2014, at first primarily with SBS and more recently with SAS. The Company and SBS have agreed in principle to reduce the Cost Plus Fee to 2.96% for SBS while making certain other adjustments to SBS's reimbursable expenses and previous credits for the year ended December 31, 2015. The Company's net expense for SBS services during that period would have been approximately the same if the Cost Plus Fee of 4% and previous credits under the Prior Agreement, that expired on November 30, 2014, had been used instead. New agreements are being prepared, which in each case would be subject to contractual terms and provisions reasonably acceptable to the parties (each a "Pending Agreement"). No salary reimbursements for Mr. Brown or Mr. Bartels have been included in such reimbursable expenses or Cost Plus Fee during 2015 and 2014, as such salary reimbursements were not permitted under the Prior Agreements and have not been authorized by the Audit Committee (as required under related party transaction rules) since those agreements ended. However, since SBS is a "Subchapter S" corporation and owned by Messrs. Brown and Bartels, all income from SBS is allocated to them. A similar approach has been taken for SAS, which is partially owned by Mr. Bartels and parties related to Mr. Brown. 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. During the fourth quarter of 2015, Mr. Burdekin made advances to the Company totaling $418,000. These amounts were included in accrued expenses and other current liabilities as of December 31, 2015, and have been subsequently paid back in 2016. NRS provided 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 700 field merchandising specialists. For those services, the Company has agreed to reimburse NRS for its total costs of providing those services and to pay NRS a fee equal to 2% of its total costs (the "Plus 2% Fee"). Those costs include all field and administrative costs and expenses (effectively including net workers compensation insurance expenses) of NRS 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 provided substantially all of the domestic merchandising specialist field force used by NMS and 5% 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 year ended December 31, 2015 and 2014, respectively. The total Plus 2% Fee earned by NRS for services rendered was approximately $26,000 and $44,000 for the year ended December 31, 2015 and 2014, respectively. As of December 2015, NMS no longer uses NRS but uses field merchandising services from a non-affiliated third-party provider, but NMS could once again use NRS in the future. SGRP Meridian (Pty), Ltd. ("Meridian") is a consolidated international subsidiary of the Company and is owned 51% by SGRP and 49% by the following individuals: Mr. Brian Mason, Mr. Garry Bristow, and Mr. Adrian Wingfield. Mr. Mason is President and a director and Mr. Bristow is an officer and director of Meridian. Mr. Mason is also an officer and director and 50% shareholder of Merhold Property Trust ("MPT"). Mr. Mason and Mr. Bristow are both officers and directors and both own 50% of Merhold Cape Property Trust ("MCPT"). Mr. Mason, Mr. Bristow and Mr. Wingfield are all officers and own 46.7%, 20% and 33.3%, respectively of Merhold Holding Trust ("MHT") which provides similar services like MPT. MPT owns the building where Meridian is headquartered and also owns two vehicles both of which are subleased to Meridian. MCPT provides a fleet of 126 vehicles to Meridian under a 4 year lease program. These leases are provided to Meridian at local market rates included in the summary table below. SGRP NDS Tanitim Ve Danismanlik A.S. ("NDS") is a consolidated international subsidiary of the Company and is owned 51% by SGRP and 49% by Mr. Medet Yilmaz and Ms. Nurgül Yilmaz. Mr. Yilmaz is President and a director and Ms. Yilmaz is an officer and director of NDS. They are both officers and directors of NDS Tanitim Danismanlik Hizmetleri Gida Tekstil Turizm Pazarlama Ticaret Limited Sirketi ("NDS Tanitim") and NDS Reklam Tanitim Ve Danismanlik Hizmetleri Pazarlama Ticaret Limited Sirketi ("NDS Reklam"). Mr. and Ms. Yilmaz, in total, own 40% of NDS Tanitim and NDS Reklam. NDS Tanitim provided NDS field administration services while NDS Reklam provided NDS field merchandising services both at local market rates through May 2015 at which time NDS assumed these service responsibilities. SPAR Todopromo is a consolidated international subsidiary of the Company and is owned 51% by SGRP and 49% by the following individuals: Mr. Juan F. Medina Domenzain, Juan Medina Staines, Julia Cesar Hernandez Vanegas, and Jorge Medina Staines. Mr. Juan F. Medina Domenzain is an officer and director of SPAR Todopromo and is also majority shareholder (90%) of CONAPAD ("CON") which supplies administrative and operational consulting support to SPAR Todopromo in 2015. The Company continues to purchase services from SBS, SAS, NRS, MPT, MCPT, MHT, NDS Tanitim, NDS Reklam and CON 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, NRS, MPT, MCPT, MHT, NDS Tanitim, NDS Reklam and CON (and from time to time may be their only customer), and accordingly the Company generally has been 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, NRS, MPT, MCPT, MHT, NDS Tanitim, NDS Reklam and CON than the Company could reasonably expect to receive from an unrelated service provider who has significant other customers and business. SBS, SAS and NRS affiliate contracts and arrangements are annually reviewed and considered for approval by SGRP's Audit Committee, subject to the ongoing negotiations as described above. The following costs of affiliates were charged to the Company (in thousands): Year Ended December 31 , 201 5 201 4 Services provided by affiliates: Field merchandiser expenses * $ 20,538 $ 21,848 Field administration expenses * $ 4,492 $ 4,380 Field merchandiser expenses* (NRS) $ 1,323 $ 2,259 Office and vehicle rental expenses (MPT) $ 70 $ 57 Vehicle rental expenses (MCPT) $ 1,108 $ 597 Office and vehicle rental expenses (MHT) $ 90 $ 90 Field administration expenses* (NDS Tanitim) $ 15 $ 44 Field merchandiser expenses* (NDS Reklam) $ 117 $ 962 Consulting and administrative services (CON) $ 283 $ – Total services provided by affiliates $ 28,036 $ 30,237 * Includes substantially all overhead (in the case of SAS, SBS and NRS), or related overhead, plus any applicable markup. Accrued expenses due to affiliates (in thousands): December 31 , December 31, 201 5 201 4 Total accrued expenses due to affiliates $ 78 $ 487 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. Business Manager and its other proprietary software and applications are used by the Company for (among other things) the scheduling, tracking, coordination and reporting of its merchandising and marketing services and are accessible via the Internet or other applicable telecommunication network by the authorized representatives of the Company and its clients through their respective computers and mobile devices. 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. 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. |
Note 11 - Stock-based Compensat
Note 11 - Stock-based Compensation Plans | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 11. Stock Based Compensation Plans The Company believes that it is desirable to align the interests of its directors, executives, employees and consultants with those of its stockholders through their ownership of shares of Common Stock issued by SGRP ("SGRP Shares"). Although the Company does not require its directors, executives, employees or consultants to own SGRP Shares, the Company believes that it can help achieve this objective by providing long term equity incentives through the issuance to its eligible directors, executives, employees or consultants of options to purchase SGRP Shares and other stock-based awards pursuant to the 2008 Plan (as defined below) and facilitating the purchase of SGRP Shares at a modest discount by all of its eligible executives, employees and consultants who elect to participate in its Employee or Consultant Stock Purchase Plans (as defined below). In particular, the Company believes that granting stock based awards (including restricted stock and options to purchase SGRP Shares) to such directors, executives, employees and consultants encourages growth in their ownership of SGRP Shares, which in turn leads to the expansion of their stake in the long-term performance and success of the Company. SGRP has granted stock option and restricted stock awards to its eligible directors, officers and employees and certain employees of its affiliates to purchase SGRP Shares pursuant to the 2008 Stock Compensation Plan (as amended, the "2008 Plan"). SGRP's stockholders approved and adopted the 2008 Plan in May 2008, as the successor to various predecessor stock option plans (each a "Prior Plan") with respect to all new awards issued, and an amendment to the 2008 Plan in May 2009, permitting the discretionary repricing of existing awards. SGRP also has granted stock options that continue to be outstanding under the Prior Plans. Each Prior Plan will continue to be active for the purposes of any remaining outstanding options issued under it for so long as such options are outstanding. 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 options and restricted shares. Unless terminated sooner as provided therein, the 2008 Plan will terminate on May 28, 2018, which is ten years from the 2008 Plan Effective Date, and no further Awards may be made under it. However, any existing Awards made prior to such termination will continue in accordance with their respective terms and will continue to be governed by the 2008 Plan. Stock options granted under the 2008 Plan have a maximum term of ten years, except in the case of incentive stock options granted to greater than 10% stockholders (whose terms are limited to a maximum of five years), and SGRP has generally issued options having those maximum terms. The 2008 Plan limits the number of SGRP Shares that may be covered by Awards ("Outstanding Covered Shares") to 5,600,000 SGRP Shares in the aggregate (the "Maximum Covered Shares"), which Outstanding Covered Shares for this purpose consist of the sum of (i) the SGRP Shares covered by all Awards issued under the 2008 Plan on or after May 29, 2008 ("New Awards"), plus (ii) and the SGRP Shares covered by all stock options issued at any time under the prior Plans to the extent they were still outstanding on May 29, 2008 ("Continuing Awards"). SGRP Shares covered by New Awards or Continuing Awards that expire, lapse, terminate, are forfeited, become void or otherwise cease to exist (other than as a result of exercise) are no longer Outstanding Covered Shares, are added back to remaining availability under the Maximum Covered Shares and thus become available for new Award grants, while those SGRP Shares covered by exercised New Awards or Continuing Awards continue to be Outstanding Covered Shares and are not added back to, and thus continue to reduce, the remaining availability under the Maximum Covered Shares under the 2008 Plan. The Outstanding Covered Shares and Maximum Covered Shares (as well as the SGRP Shares covered by a particular Award) are all subject to certain adjustments that may be made by the Compensation Committee upon the occurrence of certain changes in SGRP's capitalization or structure as provided in the 2008 Plan. Except for the adjustments described above, an increase in the Maximum Covered Shares requires the consent of the SGRP stockholders under the terms of the 2008 Plan, Nasdaq rules and applicable law. As of December 31, 2015, approximately 1.2 million shares were available for grant under the amended 2008 Plan. The 2008 Plan (as amended in 2009) gives SGRP's Compensation Committee the full authority and complete flexibility from time to time to designate and modify (in its discretion) one or more of the outstanding Awards (including their exercise and base prices and other components and terms) to (among other things) restore their intended values and incentives to their holders. However, the exercise price, base value or similar component (if equal to SGRP's full stock price at issuance) of any Award cannot be lowered to an amount that is less than the Fair Market Value (as defined in the 2008 Plan) on the date of the applicable modification, and no modification can adversely affect an awardee's rights or obligations under an award without the awardee's consent. No further consent of SGRP's stockholders is required for any repricing or other modification of any outstanding or other aware under the 2008 Plan, including those previously issued under the Prior Plans. To date, Awards have only been repriced once (in 2009) pursuant to this authority. Restricted stock, stock options and other stock based awards under the 2008 Plan may be issued from time to time by SGRP in its discretion to the Company's executives and other employees and generally are included in the annual incentive plans of SGRP's executives. Each year the Compensation Committee establishes (with recommendations from management) a budget for the maximum number of SGRP Shares that may be awarded in the applicable year (although Awards to new employees may not be covered by such budget in the Committee's discretion). The Company's management may present recommendations for such awards to the Compensation Committee at any of its regular quarterly meetings, although recently most recommendations have been made at the August meeting other than those for new employees. The Chairman of the Board or the Compensation Committee may make those recommendations respecting the Company's Chief Executive Officer, and the Chief Executive Officer makes those recommendations respecting the Company's other executive and senior officers, as well as for any new officer or employee, and each of those executive officers in turn are allocated potential award shares for their departments and make recommendations respecting those under their supervision (subject to review and approval by the Chief Executive Officer). In recommending to the Compensation Committee the actual number of restricted stock, stock options (and options shares covered) or other stock based Award to be granted to each individual, the person making the recommendation makes an assessment of the individual's contribution to these or decrease in the participant's abilities, responsibilities and performance of his or her duties. The Compensation Committee reviews and discusses managements' recommendations at its meeting and determines whether and to what extent to approve and grant the proposed restricted stock, stock options (and options shares covered) or other stock based Awards to executives, employees and consultants of the Company pursuant to the 2008 Plan. Stock Options The stock option Awards issued under the 2008 Plan are typically "nonqualified" (as a tax matter), have a ten (10) year maximum life (term) and vest during the first four years following issuance at the rate of 25% on each anniversary date of their issuance so long as the holder continues to be employed by the Company. Stock-based compensation cost is measured on the grant date, based on the fair value of the stock options Award calculated at that date, and is recognized as compensation expense on a straight-line basis over the requisite service period, which generally is the options' vesting period. Fair value is calculated using the Black-Scholes option pricing model. Stock option Award activity for the years ended December 31, 2015 and 2014 is summarized below: Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Covered Exercise Contractual Value Option Awards Shares Price Term (thousands) Outstanding at January 1, 2014 3,550,599 $ 0.99 6.64 $ 3,577 Exercised/cancelled (453,522 ) 0.53 – 445 Forfeited or expired (1,750 ) 1.01 – – Outstanding at December 31, 2014 3,095,327 $ 1.07 6.39 $ 1,322 Exercised/cancelled 61,124 0.69 – 46 Forfeited or expired 67,709 1.62 – – Outstanding at December 31, 2015 2,966,494 $ 1.05 5.17 $ 753 Exercisable at December 31, 2015 2,543,941 $ 0.91 4.76 $ 753 The following table summarizes information about stock options outstanding at December 31, 2015: Option Awards Outstanding Option Awards Exercisable Weighted Average Weighted Weighted Covered Remaining Average Covered Average Range of Shares Contractual Exercise Shares Exercise Exercise Prices Outstanding Life Price Exercisable Price Less than $1.00 1,596,186 3.64 $ 0.55 1,596,186 $ 0.55 $1.00 - $2.00 942,808 6.68 1.42 717,755 1.35 $2.01 - $4.00 427,500 7.58 2.13 230,000 2.13 Outstanding at December 31, 2015 2,966,494 $ 1.05 2,543,941 $ 0.91 The weighted-average grant-date fair value of stock option Awards granted during the year ended December 31, 2015 was $0. The total intrinsic value of stock option Awards exercised during the year ended December 31, 2015 and 2014 was $46,000 and $445,000, respectively. The tax benefit, available to the Company, from stock options exercised during the years ended December 31, 2015 and 2014 was approximately $17,500 and $169,000, respectively. However, since the Company has NOL's available for the next several years, these tax benefits have not been realized as of this report. The Company recognized $395,000 and $511,000 in stock-based compensation expense relating to stock option Awards during the years ended December 31, 2015 and 2014, respectively. The recognized tax benefit on stock based compensation expense related to stock options during the years ended December 31, 2015 and 2014, was approximately $150,000 and $197,000, respectively. As of December 31, 2015, total unrecognized stock-based compensation expense related to stock options was $516,000. This expense is expected to be recognized over a weighted average period of approximately 1.6 years, and will be adjusted for changes in estimated forfeitures. Restricted Stock The restricted stock Awards previously issued under the 2008 Plan vested during the first four years following issuance at the rate of 25% on each anniversary date of their issuance so long as the holder continues to be employed by the Company. Restricted stock granted under the 2008 Plan is measured at fair value on the date of the grant, based on the number of shares granted and the quoted price of the Company's common stock. The shares of stock are issued and value is recognized as compensation expense ratably over the requisite service period which generally is the Award's vesting period. In 2015, the Company issued 44,000 restricted stock Awards to its employees and to a Director. The performance stock Awards were based on achievement of at least $8,000,000 in EBITDA during any rolling 12 month period as filed on the Company's quarterly or year-end 10Q/10K starting with the 10Q filed for the period ending March 31, 2016 through December 31, 2018. In 2015, the Company issued 74,100 performance stock Awards to employees of the Company. The following table summarizes the activity for restricted stock Awards during the years ended December 31, 2015 and 2014: Weighted- Average Grant Date Fair Value Shares per Share Unvested at January 1, 2014 80,000 $ 2.03 Granted 107,400 1.51 Vested (80,000 ) 2.03 Forfeited – – Unvested at December 31, 2014 107,400 1.51 Granted 118,100 1.31 Vested (25,625 ) 1.51 Forfeited (4,900 ) – Unvested at December 31, 2015 194,975 $ 1.39 During the years ended December 31, 2015 and 2014, the Company recognized approximately $39,000 and $144,000, 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 years ended December 31, 2015 and 2014 was approximately $15,000 and $55,000, respectively. During the years ended December 31, 2015 and 2014, the total fair value of restricted stock vested was $155,200 and $162,400, respectively. As of December 31, 2015, total unrecognized stock-based compensation expense related to unvested restricted stock Awards was $246,300, which is expected to be expensed over a weighted-average period of 4.0 years. Stock Purchase Plans In 2001, SGRP adopted its 2001 Employee Stock Purchase Plan (the "ESP Plan"), which replaced its earlier existing plan, and its 2001 Consultant Stock Purchase Plan (the "CSP Plan"). These plans were each effective as of June 1, 2001. The ESP Plan allows employees of the Company, and the CSP Plan allows employees of the affiliates of the Company to purchase SGRP's Common Stock from SGRP without having to pay any brokerage commissions. On August 8, 2002, SGRP's Board approved a 15% discount for employee purchases of Common Stock under the ESP Plan and recommended that its affiliates pay 15% of the value of the stock purchased as a cash bonus for affiliate consultant purchases of Common Stock under the CSP Plan. |
Note 12 - Segment Information
Note 12 - Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 12. Segment Information The Company reports net revenues from operating income 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 Division and its International 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. The accounting policies of each of the reportable segments are the same as those described in the Summary of Significant Accounting Policies. Management evaluates performance as follows (in thousands): Year Ended December 31, 2015 2014 Revenue, net: United States $ 43,612 $ 46,404 International 75,667 75,617 Total revenue $ 119,279 $ 122,021 Operating income: United States $ 609 $ 1,349 International 2,656 1,940 Total operating income $ 3,265 $ 3,289 Interest expense: United States $ 92 $ 84 International 122 74 Total interest expense $ 214 $ 158 Other expense (income), net: United States $ – $ – International (243 ) (292 ) Total other expense (income), net $ (243 ) $ (292 ) Income before income tax expense (benefit): United States $ 517 $ 1,265 International 2,777 2,158 Total income before income tax expense (benefit) $ 3,294 $ 3,423 Income tax expense (benefit): United States $ (65 ) $ (1,563 ) International 884 615 Total income tax expense (benefit) $ 819 $ (948 ) Net income: United States $ 582 $ 2,828 International 1,893 1,543 Total net income $ 2,475 $ 4,371 Depreciation and amortization: United States $ 1,350 $ 1,294 International 555 459 Total depreciation and amortization $ 1,905 $ 1,753 Capital expenditures: United States $ 1,118 $ 1,011 International 457 315 Total capital expenditures $ 1,575 $ 1,326 Note: There were no inter-company sales for 2015 or 2014. December 31, 2015 2014 Assets: United States $ 21,799 $ 21,748 International 21,607 22,822 Total assets $ 43,406 $ 44,570 Geographic Data Year Ended December 31, 201 5 201 4 Net international revenues : % of consolidated net revenue % of consolidated net revenue South Africa $ 20,341 17.1 % $ 17,695 14.5% Mexico 17,616 14.8 18,923 15.5 China 14,755 12.4 8,418 6.9 Canada 6,374 5.3 7,220 5.9 India 6,372 5.3 7,424 6.1 Japan 5,473 4.6 7,420 6.1 Australia 4,297 3.6 6,437 5.3 Turkey 439 0.4 2,080 1.7 Total international revenue $ 75,667 63.5 % $75,617 62.0% Years Ended December 31 20 15 20 14 Long lived assets: United States $ 10,147 $ 9,368 International 3,148 3,243 Total long lived assets $ 13,295 $ 12,611 |
Note 13 - Purchases and Sale of
Note 13 - Purchases and Sale of Interests in Subsidiaries | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 13. Purchase and Sale of Interests in Subsidiaries The following contains descriptions of the Company's purchases and sale of interests in its operating subsidiaries during the years ended December 31, 2015 and 2014. In each of the consolidated subsidiaries noted below, the Company made its investment together with an experienced person or company in the local area who is not otherwise affiliated with the Company (each a "Local Investor"). The Company provides its subsidiaries with its proprietary Internet-based technological systems (which include its logistical, communication, scheduling, tracking, reporting and accounting programs) that run on and are developed, managed, maintained and controlled from the Company's information and technology control center in Auburn Hills, Michigan, U.S.A. (the Company's "Global Technology Systems"), which are generally phased in over time following acquisition. The Company also provides its subsidiaries with company-wide executive management, administrative support, accounting oversight, procedures and controls (financial and reporting), credit support and corporate codes and policies that apply to each such subsidiary (the Company's "Global Administration", and together with its Global Technology Systems, the Company's "Global Contributions"). The Company also seeks to own a majority (at least 51%) of such a subsidiary's equity while the Local Investor purchases a minority equity interest in it (49% or less). In addition to that equity, a Local Investor provides credit support, certain services and the useful local attention, perspective and relationships of a substantial (although non-controlling) equity owner with a strong financial stake in such subsidiary's success (the "Local Contributions"). The Local Investor also often contributes an existing customer base to the subsidiary in which it invests. The Company, through its various agreements with the applicable Local Investor, has provided for exit strategies that are deemed fair and equitable for both the Company and the Local Investor. China (Unilink) 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 is paid in cash of $1.1 million and a 20% ownership in SPAR Shanghai at closing, leaving SPAR, Shanghai Wedone Marketing Consulting Co. Ltd (the Local Investor) and Unilink with ownership interests in SPAR Shanghai of 51%, 29% and 20%, respectively. 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 total contingent liability of $374,830 (payable at the rate of $187,415 in each of the next two year periods) is due and payable to Unilink provided Unilink operation income exceeds base earnings of $235,000 in each of the next two year periods. If this minimum operation earnings is not achieved in each year the payment in that year is not paid to Unilink. Unilink was paid $187,415 in 2015 since it exceeded their base earnings target and the Company is confident that the Unilink business will meet or exceed this minimum operating earnings target again in 2016 and therefore has recorded the additional future payment of $187,415 as a contingent liability at December 31, 2015. The Company has completed its valuation of the fair value and recorded an intangible asset for its customer list that was valued at $1,469,922 at December 31, 2014, which is being amortized over ten years. In addition, if (for each of the next two year periods) the operating earnings of Unilink exceed $585,000 in each year, SPAR Shanghai agreed to pay a bonus to the sellers of Unilink equal to 50% of the excess operating income over the base of $585,000. The Company does not expect that the Unilink business will exceed the $585,000 operating earnings target and, as such, has not recorded this additional future payment as a contingent liability at December 31, 2015. |
Note 14 - Net Income Per Share
Note 14 - Net Income Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 14. Net Income Per Share The following table sets forth the computations of basic and diluted net income per share (in thousands, except per share data): Year Ended December 31, 20 15 20 14 Numerator: Net income attributable to SPAR Group, Inc. $ 892 $ 3,268 Denominator: Shares used in basic net income per share calculation 20,559 20,578 Effect of diluted securities: Stock options and unvested restricted shares 1,014 1,252 Shares used in diluted net income per share calculations 21,573 21,830 Basic net income per common share: $ 0.04 $ 0.16 Diluted net income per common share: $ 0.04 $ 0.15 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | Schedule II – Valuation and Qualifying Accounts (In thousands) Balance at Beginning of Period (Recovered From)/ Charged to Costs and Expenses Deductions (1) Balance at End Year ended December 31, 2015: Deducted from asset accounts: Allowance for doubtful accounts $ 259 388 105 $ 542 Year ended December 31, 2014: Deducted from asset accounts: Allowance for doubtful accounts $ 122 115 (22 ) $ 259 (1) Uncollectible accounts written off, net of recoveries |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The Company consolidates its 100%-owned subsidiaries and all of its 51%-owned joint venture subsidiaries in accordance with the provisions required by the Consolidation Topic 810 of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). All significant intercompany accounts and transactions have been eliminated. |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | Accounting for Joint Venture Subsidiarie s For the Company's less than wholly owned subsidiaries, the Company first analyzes to determine if a joint venture subsidiary is a variable interest entity (a "VIE") in accordance with ASC 810 and if so, whether the Company is the primary beneficiary requiring consolidation. A VIE is an entity that has (i) insufficient equity to permit it to finance its activities without additional subordinated financial support or (ii) equity holders that lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary, which is the entity that has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that potentially could be significant to the entity. Variable interests in a VIE are contractual, ownership, or other financial interests in a VIE that change with changes in the fair value of the VIE's net assets. The Company continuously re-assesses at each level of the joint venture whether the entity is (i) a VIE, and (ii) if the Company is the primary beneficiary of the VIE. If it was determined that an entity in which the Company holds an interest qualified as a VIE and the Company was the primary beneficiary, it would be consolidated. Based on the Company's analysis for each of its 51% owned joint ventures, the Company has determined that each is a VIE and that Company is the primary beneficiary. While the Company owns 51% of the equity interest in these subsidiaries while the other 49% is owned by local unrelated third parties, the joint venture agreements with those third parties generally provide them with equal voting rights. Accordingly, the Company consolidates each joint venture under the VIE rules and reflects the 49% interests in the consolidated financial statements as non-controlling interests. The Company records these non-controlling interests at their initial fair value, adjusting the basis prospectively for their share of the respective consolidated investments' net income or loss or equity contributions and distributions. These non-controlling interests are not redeemable by the equity holders and are presented as part of permanent equity. Income and losses are allocated to the non-controlling interest holder based on its economic ownership percentage. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the amounts disclosed for contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents The Company considers all highly liquid short-term investments with maturities of three months or less at the time of acquisition to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk The Company maintains cash balances with high quality financial institutions and periodically evaluates the creditworthiness of such institutions and believes that the Company is not exposed to significant credit risk. Cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company's services are provided to its clients under contracts or agreements. The Company bills its clients based upon service fee or per unit fee arrangements. Revenues under service fee arrangements are recognized when the service is performed. The Company's per unit fee arrangements provide for fees to be earned based on the retail sales of a client's products to consumers. The Company recognizes per unit fees in the period such amounts become determinable and are reported to the Company. Customer deposits, which are considered advances on future work, are recorded as revenue in the period services are provided. |
Receivables, Policy [Policy Text Block] | Unbilled Accounts Receivable Unbilled accounts receivable represent services performed but not billed and are included as accounts receivable. Doubtful Accounts and Credit Risks The Company continually monitors the collectability of its accounts receivable based upon current client credit information and financial condition. Balances that are deemed to be uncollectible after the Company has attempted reasonable collection efforts are written off through a charge to the bad debt allowance and a credit to accounts receivable. Accounts receivable balances, net of any applicable reserves or allowances, are stated at the amount that management expects to collect from the outstanding balances. The Company provides for probable uncollectible amounts through a charge to earnings and a credit to bad debt allowance based in part on management's assessment of the current status of individual accounts. Based on management's assessment, the Company established an allowance for doubtful accounts of $542,000 and $259,000 at December 31, 2015, and 2014, respectively. Bad debt expense was $388,000 and $115,000 for the years ended December 31, 2015 and 2014, respectively. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment and Depreciation Property and equipment, including leasehold improvements, are stated at cost. Depreciation is calculated on a straight-line basis over estimated useful lives of the related assets, which range from three to seven years. Leasehold improvements are depreciated over the shorter of their estimated useful lives or lease term, using the straight-line method. Maintenance and minor repairs are charged to expense as incurred. Depreciation expense for the years ended December 31, 2015 and 2014 (including amortization of capitalized software as described below) was $1.3 million and $1.2 million, respectively. |
Internal Use Software, Policy [Policy Text Block] | Internal Use Software Development Costs The Company capitalizes certain costs associated with its internally developed software. Specifically, the Company capitalizes the costs of materials and services incurred in developing or obtaining internal use software. These costs include (but are not limited to) the cost to purchase software, the cost to write program code, payroll and related benefits and travel expenses for those employees who are directly involved with and who devote time to the Company's software development projects. Capitalization of such costs ceases when the project is substantially complete and ready for its intended purpose. Costs incurred during preliminary project and post-implementation stages, as well as software maintenance and training costs, are expensed in the period in which they are incurred. Capitalized software development costs are amortized over three years on a straight-line basis. The Company capitalized $1,294,000 and $1,082,000 of costs related to software developed for internal use in 2015 and 2014, respectively, and recognized approximately $1,027,000 and $895,000 of amortization of capitalized software for the years ended December 31, 2015 and 2014, respectively. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of the Company's property and equipment and intangible assets subjected to amortization may not be recoverable. When indicators of potential impairment exist, the Company assesses the recoverability of the assets by estimating whether the Company will recover its carrying value through the undiscounted future cash flows generated by the use of the asset and its eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the asset, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset. If any assumptions, projections or estimates regarding any asset change in the future, the Company may have to record an impairment to reduce the net book value of such individual asset. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill may result from our business acquisitions. Goodwill is assigned to our reporting units based on the expected benefit from the synergies arising from each business combination, determined by using certain financial metrics, including the forecast discounted cash flows associated with each reporting unit. As of December 31, 2015, we had recorded goodwill of $1.8 million. We allocate goodwill acquired in a business combination to the appropriate reporting unit as of the acquisition date. Goodwill is subject to annual impairment tests and interim impairment tests, if impairment indicators are present. The impairment tests require the Company to first assess qualitative factors to determine whether it is necessary to perform a two-step quantitative goodwill impairment test. The Company is not required to calculate the fair value of a reporting unit unless it determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. If the qualitative assessment indicates a potential impairment, the Company performs the two step quantitative impairment test. Step one of the two step impairment test is to compare the fair value of the reporting unit with the reporting unit's carrying amount including goodwill. If the test indicates that the fair value is less than the carrying value, then step two is required to compare the implied fair value of the reporting unit's goodwill with the carrying amount of the reporting unit's goodwill. If the carrying amount of the goodwill exceeds its implied fair value, an impairment loss shall be recognized in an amount equal to that excess. The Company has determined that it has two reporting units, and that a two-step quantitative goodwill impairment test was not necessary, as of December 31, 2015 and 2014. Based on the qualitative assessment, the Company did not identify any indication of impairment of its goodwill as of December 31, 2015 and 2014. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Accounting for Share Based Compensation The Company measures all employee share-based compensation awards using a fair value method and records the related expense in the financial statements over the period during which an employee is required to provide service in exchange for the award. Excess tax benefits are realized from the exercise of stock options and are reported as a financing cash inflow rather than as a reduction of taxes paid in cash flow from operations. For each award that has a graded vesting schedule, the Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award. Share based employee compensation expense for the years ended December 31, 2015 and 2014 was $434,000 and $655,000, respectively. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The generally accepted accounting principles fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories: ? Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; ? Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and ? Level 3 – Prices or valuation techniques where little or no market data is available that requires inputs that are significant to the fair value measurement and unobservable. If the inputs used to measure the fair value fall within different levels of the hierarchy, the fair value is determined based upon the lowest level input that is significant to the fair value measurement. Whenever possible, the Company uses quoted market prices to determine fair value. In the absence of quoted market prices, the Company uses independent sources and data to determine fair value. Due to their short maturity, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated their fair values (Level 1) at December 31, 2015 and 2014. The carrying value of the Company’s long-term debt with variable interest rates approximates fair value based on instruments with similar terms (Level 2). |
Income Tax, Policy [Policy Text Block] | Accounting for Income Taxes Income tax provisions and benefits are made for taxes currently payable or refundable, and for deferred income taxes arising from future tax consequences of events that were recognized in the Company's financial statements or tax returns and tax credit carry forwards. The effects of income taxes are measured based on enacted tax laws and rates applicable to periods in which the differences are expected to reverse. If necessary, a valuation allowance is established to reduce deferred income tax assets to an amount that will more likely than not be realized. The calculation of income taxes involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step involves evaluating the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step involves estimating and measuring the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company has to determine the probability of various possible outcomes. Our evaluation of uncertain tax positions is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision. |
Earnings Per Share, Policy [Policy Text Block] | Net Income Per Share Basic net income per share amounts are based upon the weighted average number of common shares outstanding. Diluted net income per share amounts are based upon the weighted average number of common and potential common shares outstanding except for periods in which such potential common shares are anti-dilutive. Potential common shares outstanding include stock options and restricted stock and are calculated using the treasury stock method. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Translation of Foreign Currencies The financial statements of the foreign entities consolidated into the Company's consolidated financial statements were translated into United States dollar equivalents at exchange rates as follows: balance sheet accounts for assets and liabilities were converted at year-end rates, equity at historical rates and income statement accounts at average exchange rates for the year. The resulting translation gains and losses are reflected in accumulated other comprehensive income or loss in the consolidated statements of equity. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements February 2016 The Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is in the process of evaluating the future impact of ASU 2016-02 on our consolidated financial position, results of operations and cash flows. January 2016 The FASB issued ASU No. 2016-01, “Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The guidance affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is evaluating the effect that ASU 2016-01 will have on its consolidated financial statements and related disclosures. November 2015 The FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, simplifying the balance sheet classification of deferred taxes by requiring all deferred taxes, along with any related valuation allowance, to be presented as noncurrent. This ASU is effective for the Company beginning in the first quarter of 2017, allows for early adoption and may be applied either prospectively or retrospectively. The Company is currently evaluating the impact the adoption of this guidance will have on the Company’s Consolidated Financial Statements. September 2015 The FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, requiring that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU also requires an entity to present separately on the face of the income statement, or disclose in the notes to the financial statements, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This ASU is effective within annual periods beginning on or after December 15, 2015, including interim periods within that reporting period, and will be applied prospectively to measurement-period adjustments that occur after the effective date of this ASU. The Company believes this standard will not result in any impact on its financial statements. August 2015 The FASB issued ASU No. 2015-15, Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (“ASU 2015-15”). ASU 2015-15 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-15 then clarified that debt issuance costs related to a line-of-credit arrangement can be presented as an asset on the balance sheet, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. These ASUs are effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. An entity should apply this new guidance on a retrospective basis and is required to comply with applicable disclosures for a change in an accounting principle. These standards will result in a balance sheet reclassification and require related disclosure revisions in the Company’s financial statements. The Company is currently evaluating the impact of its pending adoption of ASU 2015-15 on its consolidated financial statements. These standards will not result in a balance sheet reclassification or require related disclosure revisions in the Company’s financial statements. July 2015 The FASB issued ASU No. 2015-14, deferring the effective date of ASU 2014-09 - Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers, one year, from January 1, 2017, to January 1, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The Company is currently assessing the method under which it will adopt and the potential impact of adopting ASU 2014-09 on its financial position, results of operations, cash flows and/or disclosures. February 2015 The FASB issued ASU No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” (“ASU 2015-02”). ASU 2015-02 eliminates specific consolidation guidance for limited partnerships and revises other aspects of consolidation analysis, including how kick-out rights, fee arrangements and related parties are assessed. ASU 2015-02 is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company is currently evaluating the impact of ASU 2015-02 on the Company’s financial statements. |
Note 1 - Business and Organiz23
Note 1 - Business and Organization (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Equity Ownership Of Subsidiaries [Table Text Block] | Primary Territory Date Established SGRP Percentage Ownership Principal Office Location United States of America 1979 100% White Plains, New York, United States of America Japan May 2001 100% Tokyo, Japan Canada June 2003 100% Toronto, Canada South Africa April 2004 51% Durban, South Africa India April 2004 51% New Delhi, India Australia April 2006 51% Melbourne, Australia China March 2010 51% 1 Shanghai, China Mexico August 2011 51% Mexico City, Mexico Turkey November 2011 51% Istanbul, Turkey |
Note 3 - Supplemental Balance24
Note 3 - Supplemental Balance Sheet Information (in thousands) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | December 31, 20 15 20 14 Accounts receivable, net, consists of the following: Trade $ 20,085 $ 20,667 Unbilled 3,028 4,548 Non-trade 632 1,289 23,745 26,504 Less allowance for doubtful accounts (542 ) (259 ) $ 23,203 $ 26,245 |
Schedule Of Property Plant And Equipment [Table Text Block] | December 31, 20 15 20 14 Property and equipment consists of the following: Equipment $ 8,756 $ 8,562 Furniture and fixtures 651 650 Leasehold improvements 263 263 Capitalized software development costs 8,331 7,037 18,001 16,512 Less accumulated depreciation and amortization (15,558 ) (14,337 ) $ 2,443 $ 2,175 |
Schedule of Goodwill [Table Text Block] | United States International Total Goodwill: Balance December 31, 2014 $ 1,188 $ 612 $ 1,800 Balance December 31, 2015 $ 1,188 $ 612 $ 1,800 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, 20 15 20 14 Intangible assets consist of the following: Customer contracts and lists $ 3,941 $ 4,507 Less accumulated amortization (1,390 ) (1,358 ) $ 2,551 $ 3,149 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year Amount 2016 $ 529 2017 529 2018 298 2019 265 2020 265 Thereafter 665 Total $ 2,551 |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | December 31, 20 15 20 14 Accrued expenses and other current liabilities: Taxes payable $ 1,737 $ 2,340 Accrued salaries and wages 1,807 2,006 Loans from domestic and international local investors (1) 1,419 1,475 Contingent liabilities, incentive for consulting fees 290 617 Accrued accounting and legal expenses 182 295 Uncertain tax position reserves 164 152 Other 1,483 1,264 Accrued expenses and other current liabilities $ 7,082 $ 8,149 |
Note 4 - Credit Facilities (Tab
Note 4 - Credit Facilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | Interest Rate as of December 31, 2015 2016 2017 2018 Mizuho Bank 0.1 % $ 24 $ 24 $ 3 China Construction Bank 7.2 % 216 – – Sterling National Bank 3.0 % – 5,704 – Oxford Funding Pty Ltd. 6.5 % 236 – – Total $ 476 $ 5,728 $ 3 |
Credit And Debt Facilities Unused Availability [Table Text Block] | December 31, 2015 December 31, 2014 Unused Availability: United States $ 1,635 $ 1,696 Australia 640 573 Total Unused Availability $ 2,275 $ 2,269 |
Note 5 - Income Taxes (Tables)
Note 5 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Year Ended December 31, 20 15 20 14 Domestic $ 517 $ 1,265 Foreign 2,777 2,158 Total: $ 3,294 $ 3,423 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31, 20 15 20 14 Current: Federal $ 2 $ 15 Foreign 949 623 State 76 116 Deferred: Federal (192 ) (1,525 ) Foreign (65 ) (8 ) State 49 (169 ) Net expense (benefit) $ 819 $ (948 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 20 15 Rate 20 14 Rate Provision for income taxes at federal statutory rate $ 1,120 34.0 % $ 1,164 34.0 % State income taxes, net of federal benefit 30 0.9 % 37 1.1 % Permanent differences 28 0.8 % (79 ) (2.3 %) Federal Research and Development Credit (192 ) (5.8 )% – – % Change in valuation allowance – – % (1,900 ) (55.5 %) Return to provision (51 ) (1.5 )% – – % Foreign tax rate differential (60 ) (1.8 )% (161 ) (4.7 %) Other (56 ) (1.7 )% (9 ) (0.3 %) Net (benefit) expense $ 819 24.9 % $ (948 ) (27.7 %) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred taxes consist of the following (in thousands): December 31, 20 15 20 14 Deferred tax assets: Net operating loss carry forwards $ 2,929 $ 3,163 Federal Research and Development Credit 192 – Deferred revenue 165 157 Allowance for doubtful accounts and other receivable 78 80 Share-based compensation expense 769 604 Foreign subsidiaries 529 464 Depreciation 479 174 Other 38 166 Federal Alternative Minimum Tax 116 – Total deferred tax assets 5,295 4,808 Deferred tax liabilities: Goodwill 307 128 Capitalized software development costs 723 622 Total deferred tax liabilities 1,030 750 Net deferred taxes $ 4,265 $ 4,058 |
Summary of Income Tax Contingencies [Table Text Block] | Year Ended December 31, 20 15 20 14 Beginning balance $ 113 $ 102 Additions for tax provisions of prior years 3 11 Ending balance $ 116 $ 113 |
Schedule Of Tax Reserves [Table Text Block] | Taxes Interest Penalty Total Tax Liability Domestic State $ 116 $ 40 $ 8 $ 164 Federal – – – – International – – – – Total reserve $ 116 $ 40 $ 8 $ 164 |
Note 6 - Commitments and Cont27
Note 6 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Year Amount 2016 $ 1,309 2017 630 2018 514 2019 388 2020 320 Thereafter 153 Total $ 3,314 |
Note 10 - Related-Party Trans28
Note 10 - Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Related Party Transactions [Table Text Block] | Year Ended December 31 , 201 5 201 4 Services provided by affiliates: Field merchandiser expenses * $ 20,538 $ 21,848 Field administration expenses * $ 4,492 $ 4,380 Field merchandiser expenses* (NRS) $ 1,323 $ 2,259 Office and vehicle rental expenses (MPT) $ 70 $ 57 Vehicle rental expenses (MCPT) $ 1,108 $ 597 Office and vehicle rental expenses (MHT) $ 90 $ 90 Field administration expenses* (NDS Tanitim) $ 15 $ 44 Field merchandiser expenses* (NDS Reklam) $ 117 $ 962 Consulting and administrative services (CON) $ 283 $ – Total services provided by affiliates $ 28,036 $ 30,237 |
Related Party Accrued Expenses [Table Text Block] | Accrued expenses due to affiliates (in thousands): December 31 , December 31, 201 5 201 4 Total accrued expenses due to affiliates $ 78 $ 487 |
Note 11 - Stock-based Compens29
Note 11 - Stock-based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Covered Exercise Contractual Value Option Awards Shares Price Term (thousands) Outstanding at January 1, 2014 3,550,599 $ 0.99 6.64 $ 3,577 Exercised/cancelled (453,522 ) 0.53 – 445 Forfeited or expired (1,750 ) 1.01 – – Outstanding at December 31, 2014 3,095,327 $ 1.07 6.39 $ 1,322 Exercised/cancelled 61,124 0.69 – 46 Forfeited or expired 67,709 1.62 – – Outstanding at December 31, 2015 2,966,494 $ 1.05 5.17 $ 753 Exercisable at December 31, 2015 2,543,941 $ 0.91 4.76 $ 753 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Option Awards Outstanding Option Awards Exercisable Weighted Average Weighted Weighted Covered Remaining Average Covered Average Range of Shares Contractual Exercise Shares Exercise Exercise Prices Outstanding Life Price Exercisable Price Less than $1.00 1,596,186 3.64 $ 0.55 1,596,186 $ 0.55 $1.00 - $2.00 942,808 6.68 1.42 717,755 1.35 $2.01 - $4.00 427,500 7.58 2.13 230,000 2.13 Outstanding at December 31, 2015 2,966,494 $ 1.05 2,543,941 $ 0.91 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Weighted- Average Grant Date Fair Value Shares per Share Unvested at January 1, 2014 80,000 $ 2.03 Granted 107,400 1.51 Vested (80,000 ) 2.03 Forfeited – – Unvested at December 31, 2014 107,400 1.51 Granted 118,100 1.31 Vested (25,625 ) 1.51 Forfeited (4,900 ) – Unvested at December 31, 2015 194,975 $ 1.39 |
Note 12 - Segment Information (
Note 12 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Year Ended December 31, 2015 2014 Revenue, net: United States $ 43,612 $ 46,404 International 75,667 75,617 Total revenue $ 119,279 $ 122,021 Operating income: United States $ 609 $ 1,349 International 2,656 1,940 Total operating income $ 3,265 $ 3,289 Interest expense: United States $ 92 $ 84 International 122 74 Total interest expense $ 214 $ 158 Other expense (income), net: United States $ – $ – International (243 ) (292 ) Total other expense (income), net $ (243 ) $ (292 ) Income before income tax expense (benefit): United States $ 517 $ 1,265 International 2,777 2,158 Total income before income tax expense (benefit) $ 3,294 $ 3,423 Income tax expense (benefit): United States $ (65 ) $ (1,563 ) International 884 615 Total income tax expense (benefit) $ 819 $ (948 ) Net income: United States $ 582 $ 2,828 International 1,893 1,543 Total net income $ 2,475 $ 4,371 Depreciation and amortization: United States $ 1,350 $ 1,294 International 555 459 Total depreciation and amortization $ 1,905 $ 1,753 Capital expenditures: United States $ 1,118 $ 1,011 International 457 315 Total capital expenditures $ 1,575 $ 1,326 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | December 31, 2015 2014 Assets: United States $ 21,799 $ 21,748 International 21,607 22,822 Total assets $ 43,406 $ 44,570 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | Year Ended December 31, 201 5 201 4 Net international revenues : % of consolidated net revenue % of consolidated net revenue South Africa $ 20,341 17.1 % $ 17,695 14.5% Mexico 17,616 14.8 18,923 15.5 China 14,755 12.4 8,418 6.9 Canada 6,374 5.3 7,220 5.9 India 6,372 5.3 7,424 6.1 Japan 5,473 4.6 7,420 6.1 Australia 4,297 3.6 6,437 5.3 Turkey 439 0.4 2,080 1.7 Total international revenue $ 75,667 63.5 % $75,617 62.0% |
Reconciliation Of Long Lived Assets From Segments To Consolidated [Table Text Block] | Years Ended December 31 20 15 20 14 Long lived assets: United States $ 10,147 $ 9,368 International 3,148 3,243 Total long lived assets $ 13,295 $ 12,611 |
Note 14 - Net Income Per Share
Note 14 - Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, 20 15 20 14 Numerator: Net income attributable to SPAR Group, Inc. $ 892 $ 3,268 Denominator: Shares used in basic net income per share calculation 20,559 20,578 Effect of diluted securities: Stock options and unvested restricted shares 1,014 1,252 Shares used in diluted net income per share calculations 21,573 21,830 Basic net income per common share: $ 0.04 $ 0.16 Diluted net income per common share: $ 0.04 $ 0.15 |
Schedule II - Valuation and Q32
Schedule II - Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Valuation and Qualifying Accounts Disclosure [Table Text Block] | Balance at Beginning of Period (Recovered From)/ Charged to Costs and Expenses Deductions (1) Balance at End Year ended December 31, 2015: Deducted from asset accounts: Allowance for doubtful accounts $ 259 388 105 $ 542 Year ended December 31, 2014: Deducted from asset accounts: Allowance for doubtful accounts $ 122 115 (22 ) $ 259 |
Note 1 - Business and Organiz33
Note 1 - Business and Organization (Details Textual) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2014 | Dec. 31, 2015 | Jul. 31, 2014 | |
China [Member] | |||
Number Of Subsidiaries | 3 | ||
Unilink [Member] | SPAR Shanghai [Member] | |||
Non Cash Consideration Given To Acquire Assets, Percentage Of Ownership Of SubsidiaryTransferred | 20.00% | ||
SPAR Shanghai [Member] | |||
Majority Interest Ownership Percentage By Parent | 51.00% | 51.00% | |
Number of Countries in which Entity Operates | 9 | ||
Number of Reportable Segments | 2 |
Note 1 - Percentage of the Comp
Note 1 - Percentage of the Company's Equity Ownership (Details) | Dec. 31, 2015 | |
UNITED STATES | ||
Majority Interest Ownership Percentage By Parent | 100.00% | |
JAPAN | ||
Majority Interest Ownership Percentage By Parent | 100.00% | |
CANADA | ||
Majority Interest Ownership Percentage By Parent | 100.00% | |
SOUTH AFRICA | ||
Majority Interest Ownership Percentage By Parent | 51.00% | |
INDIA | ||
Majority Interest Ownership Percentage By Parent | 51.00% | |
AUSTRALIA | ||
Majority Interest Ownership Percentage By Parent | 51.00% | |
CHINA | ||
Majority Interest Ownership Percentage By Parent | 51.00% | [1] |
MEXICO | ||
Majority Interest Ownership Percentage By Parent | 51.00% | |
TURKEY | ||
Majority Interest Ownership Percentage By Parent | 51.00% | |
[1] | In August 2014, the Company, through its subsidiary in Hong Kong, SPAR China Ltd., in conjunction with its minority partner in SPAR Shanghai, purchased certain business assets, fixed assets and merchandising teams of three companies in China (collectively Unilink). As consideration for the purchase, Unilink was paid in cash and 20% ownership in SPAR Shanghai. SGRP’s ownership interest in SPAR Shanghai remained at 51%. |
Note 2 - Summary of Significa35
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2104 | |
Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Computer Software, Intangible Asset [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Equity Method Investment, Ownership Percentage | 51.00% | ||
Allowance for Doubtful Accounts Receivable | $ 542,000 | $ 259,000 | |
Provision for Doubtful Accounts | 388,000 | $ 115,000 | |
Depreciation, Amortization and Accretion, Net | 1,300,000 | 1,200,000 | |
Capitalized Computer Software, Gross | 1,294,000 | 1,082,000 | |
Capitalized Computer Software, Amortization | 1,027,000 | 895,000 | |
Goodwill | 1,800,000 | 1,800,000 | |
Allocated Share-based Compensation Expense | $ 434,000 | $ 655,000 |
Note 3 - Supplemental Balance36
Note 3 - Supplemental Balance Sheet Information (in thousands) (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 3,900,000 | |
Amortization of Intangible Assets | $ 592,000 | $ 570,000 |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Finite-Lived Intangible Assets, Gross | $ 3,941,000 | $ 4,507,000 |
Note 3 - Accounts Receivable (D
Note 3 - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Trade Accounts Receivable [Member] | ||
Accounts receivable | $ 20,085 | $ 20,667 |
Unbilled [Member] | ||
Accounts receivable | 3,028 | 4,548 |
Non-Trade [Member] | ||
Accounts receivable | 632 | 1,289 |
Accounts receivable | 23,745 | 26,504 |
Less allowance for doubtful accounts | (542) | (259) |
$ 23,203 | $ 26,245 |
Note 3 - Property and Equipment
Note 3 - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Equipment [Member] | ||
Property and equipment | $ 8,756 | $ 8,562 |
Furniture and Fixtures [Member] | ||
Property and equipment | 651 | 650 |
Leaseholds and Leasehold Improvements [Member] | ||
Property and equipment | 263 | 263 |
Software Development [Member] | ||
Property and equipment | 8,331 | 7,037 |
Property and equipment | 18,001 | 16,512 |
Less accumulated depreciation and amortization | (15,558) | (14,337) |
$ 2,443 | $ 2,175 |
Note 3 - Goodwill Rollforward (
Note 3 - Goodwill Rollforward (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
UNITED STATES | ||
Goodwill | $ 1,188,000 | $ 1,188,000 |
International [Member] | ||
Goodwill | 612,000 | 612,000 |
Goodwill | $ 1,800,000 | $ 1,800,000 |
Note 3 - Intangible Assets (Det
Note 3 - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets, Gross | $ 3,941 | $ 4,507 |
Less accumulated amortization | (1,390) | (1,358) |
Total | $ 2,551 | $ 3,149 |
Note 3 - Annual Amortization Ex
Note 3 - Annual Amortization Expense (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 529 |
2,017 | 529 |
2,018 | 298 |
2,019 | 265 |
2,020 | 265 |
Thereafter | 665 |
Total | $ 2,551 |
Note 3 - Accrued Expenses and O
Note 3 - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Accrued expenses and other current liabilities: | |||
Taxes payable | $ 1,737 | $ 2,340 | |
Accrued salaries and wages | 1,807 | 2,006 | |
Loans Payable, Current | [1] | 1,419 | 1,475 |
Business Combination, Contingent Consideration, Liability | 290 | 617 | |
Accrued accounting and legal expenses | 182 | 295 | |
Uncertain tax position reserves | 164 | 152 | |
Other | 1,483 | 1,264 | |
Accrued expenses and other current liabilities | $ 7,082 | $ 8,149 | |
[1] | Represent loans from the local investors into the Company's subsidiaries (representing their proportionate share of working capital loans). The loans have no payment terms and are due on demand and as such have been classified as current liabilities in the Company's consolidated financial statements. |
Note 4 - Credit Facilities (Det
Note 4 - Credit Facilities (Details Textual) ¥ in Millions, AUD in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015AUD | Dec. 31, 2015USD ($) | Dec. 31, 2015JPY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2015JPY (¥) | Sep. 28, 2015USD ($) | Dec. 31, 2014USD ($) | Mar. 07, 2011USD ($) | Mar. 07, 2011JPY (¥) | ||
Sterling Credit Facility [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 12.00% | ||||||||||
Sterling Credit Facility [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 8,500,000 | $ 8,500,000 | |||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.125% | 0.125% | |||||||||
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability | 85.00% | 85.00% | 85.00% | 85.00% | |||||||
Oxford Funding Pty Ltd [Member] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | AUD 1.2 | $ 876,000 | |||||||||
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability | 80.00% | 80.00% | 80.00% | 80.00% | |||||||
Mizuho Bank [Member] | |||||||||||
Debt Instrument, Face Amount | $ 166,000 | ¥ 20,000,000 | |||||||||
Debt Instrument, Periodic Payment | $ 2,000 | ¥ 238,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.10% | 0.10% | 0.10% | 0.10% | |||||||
Loans Payable | $ 51,000 | ¥ 6,200,000 | |||||||||
Loans Payable, Current | 24,000 | ||||||||||
Loans Payable, Noncurrent | 27,000 | ||||||||||
China Construction Bank [Member] | Unilink [Member] | |||||||||||
Debt Instrument, Face Amount | $ 216,000 | ¥ 1.4 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.20% | 7.20% | 7.20% | 7.20% | |||||||
China Construction Bank [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.20% | 7.20% | 7.20% | 7.20% | |||||||
Loans Payable, Current | [1] | $ 1,419,000 | $ 1,475,000 | ||||||||
[1] | Represent loans from the local investors into the Company's subsidiaries (representing their proportionate share of working capital loans). The loans have no payment terms and are due on demand and as such have been classified as current liabilities in the Company's consolidated financial statements. |
Note 4 - Summary of Credit and
Note 4 - Summary of Credit and Other Debt Facilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Mizuho Bank [Member] | |
Mizuho Bank, interest rate | 0.10% |
Mizuho Bank, term loan | $ 24 |
Mizuho Bank, term loan | 24 |
Mizuho Bank, term loan | $ 3 |
Debt Instrument, Interest Rate, Stated Percentage | 0.10% |
China Construction Bank [Member] | |
Mizuho Bank, term loan | $ 216 |
Debt Instrument, Interest Rate, Stated Percentage | 7.20% |
Sterling Credit Facility [Member] | |
Mizuho Bank, interest rate | 3.00% |
Mizuho Bank, term loan | $ 5,704 |
Oxford Funding Pty Ltd [Member] | |
Mizuho Bank, interest rate | 6.50% |
Mizuho Bank, term loan | $ 236 |
Mizuho Bank, term loan | 476 |
Mizuho Bank, term loan | 5,728 |
Mizuho Bank, term loan | $ 3 |
Note 4 - Unused Availability (D
Note 4 - Unused Availability (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
UNITED STATES | ||
Unused Availability | $ 1,635 | $ 1,696 |
AUSTRALIA | ||
Unused Availability | 640 | 573 |
Unused Availability | $ 2,275 | $ 2,269 |
Note 5 - Income Taxes (Details
Note 5 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Earliest Tax Year [Member] | ||
Open Tax Year | 2,013 | |
Latest Tax Year [Member] | ||
Open Tax Year | 2,015 | |
Second Subsidiary Acquired March 2010 [Member] | ||
Operating Loss Carryforwards | $ 1,800,000 | |
Open Tax Year | 2,014 | |
Operating Loss Carryforwards | $ 7,700,000 | $ 8,400,000 |
Operating Loss Carryforwards Limitation on Use Amount | 657,500 | |
Undistributed Earnings of Foreign Subsidiaries | $ 2,500,000 |
Note 5 - Income before Income T
Note 5 - Income before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Domestic | $ 517 | $ 1,265 |
Foreign | 2,777 | 2,158 |
Total: | $ 3,294 | $ 3,423 |
Note 5 - Income Tax Benefit (De
Note 5 - Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Federal | $ 2 | $ 15 |
Foreign | 949 | 623 |
State | 76 | 116 |
Federal | (192) | (1,525) |
Foreign | (65) | (8) |
State | 49 | (169) |
Net expense (benefit) | $ 819 | $ (948) |
Note 5 - Income Taxes Reconcili
Note 5 - Income Taxes Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Provision for income taxes at federal statutory rate | $ 1,120 | $ 1,164 |
Provision for income taxes at federal statutory rate | 34.00% | 34.00% |
State income taxes, net of federal benefit | $ 30 | $ 37 |
State income taxes, net of federal benefit | 0.90% | 1.10% |
Permanent differences | $ 28 | $ (79) |
Permanent differences | 0.80% | (2.30%) |
Federal Research and Development Credit | $ (192) | |
Federal Research and Development Credit | (5.80%) | |
Change in valuation allowance | $ (1,900) | |
Change in valuation allowance | (55.50%) | |
Return to provision | $ (51) | |
Return to provision | (1.50%) | |
Foreign tax rate differential | $ (60) | $ (161) |
Foreign tax rate differential | (1.80%) | (4.70%) |
Other | $ (56) | $ (9) |
Other | (1.70%) | (0.30%) |
Net (benefit) expense | $ 819 | $ (948) |
Net (benefit) expense | 24.90% | (27.70%) |
Note 5 - Deferred Tax Assets an
Note 5 - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 2,929 | $ 3,163 |
Federal Research and Development Credit | 192 | |
Deferred revenue | 165 | $ 157 |
Allowance for doubtful accounts and other receivable | 78 | 80 |
Share-based compensation expense | 769 | 604 |
Foreign subsidiaries | 529 | 464 |
Depreciation | 479 | 174 |
Other | 38 | $ 166 |
Federal Alternative Minimum Tax | 116 | |
Total deferred tax assets | 5,295 | $ 4,808 |
Deferred tax liabilities: | ||
Goodwill | 307 | 128 |
Capitalized software development costs | 723 | 622 |
Total deferred tax liabilities | 1,030 | 750 |
Net deferred taxes | $ 4,265 | $ 4,058 |
Note 5 - Reconciliation of the
Note 5 - Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Unrecognized tax benefits | $ 113 | $ 102 |
Additions for tax provisions of prior years | 3 | 11 |
Unrecognized tax benefits | $ 116 | $ 113 |
Note 5 - Tax Reserves (Details)
Note 5 - Tax Reserves (Details) $ in Thousands | Dec. 31, 2015USD ($) |
State and Local Jurisdiction [Member] | |
State | $ 116 |
State | 40 |
State | 8 |
State | 164 |
State | 116 |
State | 40 |
State | 8 |
State | $ 164 |
Note 6 - Commitments and Cont53
Note 6 - Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equipment [Member] | ||
Operating Leases, Rent Expense | $ 168,000 | $ 262,000 |
Operating Leases, Rent Expense | $ 1,285,000 | $ 1,155,000 |
Note 6 - Future Minimum Commitm
Note 6 - Future Minimum Commitments under Non-cancelable Operating Lease Arrangements (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 1,309 |
2,017 | 630 |
2,018 | 514 |
2,019 | 388 |
2,020 | 320 |
Thereafter | 153 |
Total | $ 3,314 |
Note 7 - Treasury Stock (Detail
Note 7 - Treasury Stock (Details Textual) - shares | 12 Months Ended | |||
Dec. 31, 2015 | May. 11, 2015 | Dec. 31, 2014 | Nov. 08, 2012 | |
Purchase Agreement [Member] | ||||
Treasury Stock, Shares, Acquired | 0 | |||
Treasury Stock, Shares, Acquired | 410,591 | |||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 532,235 | 500,000 | ||
Treasury Stock, Shares | 119,695 | 121,663 |
Note 8 - Preferred Stock (Detai
Note 8 - Preferred Stock (Details Textual) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2011 | Dec. 31, 2010 | |
Series A Preferred Stock [Member] | ||||
Preferred Stock, Shares Outstanding | 0 | |||
Preferred Stock, Shares Issued | 0 | |||
Preferred Stock, Shares Authorized | 3,000,000 | |||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||
Preferred Stock, Conversion Basis | 1 | |||
Common Stock For Conversion | 554,402 | |||
Preferred Stock Number Of Authorized Shares Remaining | 2,445,598 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Preferred Stock, Shares Issued | 0 | 0 | ||
Preferred Stock, Shares Authorized | 2,445,598 | 2,445,598 | 3,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Note 9 - Retirement Plans (Deta
Note 9 - Retirement Plans (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan, Contributions by Employer | $ 89,000 | $ 93,000 |
Note 10 - Related-Party Trans58
Note 10 - Related-Party Transactions (Details Textual) | Jan. 01, 2004 | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
SAS [Member] | Domestic Field Management [Member] | ||||
Percent Of Service Provided By Related Party | 92.00% | 92.00% | ||
SBS [Member] | Domestic Merchandising Specialists Field Force [Member] | ||||
Percent Of Service Provided By Related Party | 82.00% | 81.00% | ||
SBS [Member] | Cost Plus Fee [Member] | ||||
Related Party Transaction, Rate | 2.96% | |||
SBS [Member] | ||||
Number of Merchandising Specialists | 7,300 | |||
Number of National, Regional, and District Administrators | 57 | |||
SBS And SAS [Member] | Domestic Field Management [Member] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 25,700,000 | $ 26,900,000 | ||
SBS And SAS [Member] | Cost Plus Fee [Member] | ||||
Related Party Transaction, Rate | 4.00% | |||
N M S [Member] | ||||
Majority Interest Ownership Percentage By Parent | 51.00% | 51.00% | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | 49.00% | ||
Payments for Advance to Affiliate | $ 418,000 | |||
Proceeds from Collection of Advance to Affiliate | $ 2,016 | |||
Domestic Merchandising Specialists Field Force [Member] | NRS [Member] | ||||
Number Of Specialists Provided By Related Party | 700 | |||
NRS [Member] | Domestic Merchandising Specialists Field Force [Member] | ||||
Percent Of Service Provided By Related Party | 5.00% | 8.00% | ||
NRS [Member] | Plus2 Compensation [Member] | ||||
Related Party Transaction, Rate | 2.00% | |||
Related Party Transaction, Amounts of Transaction | $ 26,000 | $ 44,000 | ||
C M R Meridien [Member] | Lease Arrangement With MCPT [Member] | ||||
Number Of Vehicles Subleased | 2 | |||
Number Of Vehicles Leased | 126 | |||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 4 years | |||
C M R Meridien [Member] | ||||
Majority Interest Ownership Percentage By Parent | 51.00% | 51.00% | ||
Mr. Brian Mason Mr. Garry Bristow And Mr. Adrian Wingfield [Member] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | 49.00% | ||
Mr. Mason [Member] | ||||
Related Party Ownership Percentage | 50.00% | |||
NDS [Member] | ||||
Majority Interest Ownership Percentage By Parent | 51.00% | 51.00% | ||
Mr And Ms Yilmaz [Member] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | 49.00% | ||
Related Party Ownership Percentage | 40.00% | |||
SPAR Todopromo [Member] | ||||
Majority Interest Ownership Percentage By Parent | 51.00% | 51.00% | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | 49.00% | ||
Mr. Juan F. Medina Domenzain [Member] | CON [Member] | ||||
Related Party Ownership Percentage | 90.00% | |||
Affinity Insurance [Member] | Maximum [Member] | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 1.00% | 1.00% | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 28,036,000 | $ 30,237,000 |
Note 10 - Transactions Between
Note 10 - Transactions Between the Company and Affiliates (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Field Merchandiser Services SBS [Member] | ||
Services provided by affiliates: | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 20,538 | $ 21,848 |
Field Management Services [Member] | ||
Services provided by affiliates: | ||
Related Party Transaction, Expenses from Transactions with Related Party | 4,492 | 4,380 |
Field Merchandiser Services NRS [Member] | ||
Services provided by affiliates: | ||
Related Party Transaction, Expenses from Transactions with Related Party | 1,323 | 2,259 |
Office And Vehicle Rental MPT [Member] | ||
Services provided by affiliates: | ||
Related Party Transaction, Expenses from Transactions with Related Party | 70 | 57 |
Vehicle Rental MCPT [Member] | ||
Services provided by affiliates: | ||
Related Party Transaction, Expenses from Transactions with Related Party | 1,108 | 597 |
Office And Vehicle Rental MHT [Member] | ||
Services provided by affiliates: | ||
Related Party Transaction, Expenses from Transactions with Related Party | 90 | 90 |
Field Management Services NDS Tanitim [Member] | ||
Services provided by affiliates: | ||
Related Party Transaction, Expenses from Transactions with Related Party | 15 | 44 |
Field Merchandiser Services NDS Reklam [Member] | ||
Services provided by affiliates: | ||
Related Party Transaction, Expenses from Transactions with Related Party | 117 | $ 962 |
Consulting and Administrative Services (CON) [Member] | ||
Services provided by affiliates: | ||
Related Party Transaction, Expenses from Transactions with Related Party | 283 | |
Related Party Transaction, Expenses from Transactions with Related Party | $ 28,036 | $ 30,237 |
Note 10 - Accrued Expenses (Det
Note 10 - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Total accrued expenses due to affiliates | $ 78 | $ 487 |
Note 11 - Stock-based Compens61
Note 11 - Stock-based Compensation Plans (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
The 2008 Plan [Member] | I S O Granted To Greater Than10 Percent Stockholders [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Term | 5 years | |
The 2008 Plan [Member] | Restricted Stock [Member] | Employees and a Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 44,000 | |
The 2008 Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Term | 10 years | |
Share Based Compensation Arrangement By Share Based Payment Award Award Vesting Percent | 10.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,600,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 46,000 | $ 445,000 |
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options | 17,500 | 169,000 |
Allocated Share-based Compensation Expense | 395,000 | 511,000 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 150,000 | 197,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 516,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 219 days | |
ESP Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award Purchase Price of Common Stock Discount Rate | 15.00% | |
CSP Plan [Member] | ||
Affiliate Purchase Price of Common Stock Percent | 15.00% | |
Restricted Stock [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 74,100 | |
Restricted Stock [Member] | ||
Allocated Share-based Compensation Expense | $ 39,000 | 144,000 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 15,000 | $ 55,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 246,300 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 4 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 118,100 | 107,400 |
Earnings Before Interest, Taxes, Depreciation and Amortization | $ 8,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 155,200 | $ 162,400 |
Share Based Compensation Arrangement By Share Based Payment Award Options Term | 10 years | |
Share Based Compensation Arrangement By Share Based Payment Award Award Vesting Percent | 25.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 46,000 | 445,000 |
Allocated Share-based Compensation Expense | $ 434,000 | $ 655,000 |
Note 11 - Stock Option Activity
Note 11 - Stock Option Activity (Details) - USD ($) $ in Thousands | Jan. 01, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Covered Shares (in shares) | 3,095,327 | 3,550,599 | |
Weighted- Average Exercise Price (in dollars per share) | $ 1.07 | $ 0.99 | |
Weighted- Average Remaining Contractual Term | 6 years 233 days | 5 years 62 days | 6 years 142 days |
Aggregate Intrinsic Value | $ 1,322 | $ 3,577 | |
Exercised/cancelled, covered shares (in shares) | (61,124) | (453,522) | |
Exercised/cancelled, weighted-average exercise price (in dollars per share) | $ 0.69 | $ 0.53 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 46 | $ 445 | |
Forfeited or expired, covered shares (in shares) | (67,709) | (1,750) | |
Forfeited or expired, weighted-average exercise price (in dollars per share) | $ 1.62 | $ 1.01 | |
Covered Shares (in shares) | 2,966,494 | 3,095,327 | |
Weighted- Average Exercise Price (in dollars per share) | $ 1.05 | $ 1.07 | |
Aggregate Intrinsic Value | $ 753 | $ 1,322 | |
Exercise of stock options (in shares) | 61,124 | 453,522 | |
Forfeited or expired, covered shares (in shares) | 67,709 | 1,750 | |
Exercisable at December 31, 2015 (in shares) | 2,543,941 | ||
Exercisable at December 31, 2015 (in dollars per share) | $ 0.91 | ||
Exercisable at December 31, 2015 | 4 years 277 days | ||
Exercisable at December 31, 2015 | $ 753 |
Note 11 - Summary of Informatio
Note 11 - Summary of Information about Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Price Range 1 [Member] | |
Option Awards Outstanding,Covered Shares Exercised (in shares) | shares | 1,596,186 |
Option Awards Outstanding, Weighted Average Remaining Contractual Life | 3 years 233 days |
Option Awards Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 0.55 |
Option Awards Exercisable, Covered Shares Exercisable (in shares) | shares | 1,596,186 |
Option Awards Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 0.55 |
Price Range 2 [Member] | |
Option Awards Outstanding,Covered Shares Exercised (in shares) | shares | 942,808 |
Option Awards Outstanding, Weighted Average Remaining Contractual Life | 6 years 248 days |
Option Awards Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 1.42 |
Option Awards Exercisable, Covered Shares Exercisable (in shares) | shares | 717,755 |
Option Awards Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 1.35 |
Exercise Prices, Lower Range (in dollars per share) | 1 |
Exercise Prices, Upper Range (in dollars per share) | $ 2 |
Price Range 3 [Member] | |
Option Awards Outstanding,Covered Shares Exercised (in shares) | shares | 427,500 |
Option Awards Outstanding, Weighted Average Remaining Contractual Life | 7 years 211 days |
Option Awards Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 2.13 |
Option Awards Exercisable, Covered Shares Exercisable (in shares) | shares | 230,000 |
Option Awards Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 2.13 |
Exercise Prices, Lower Range (in dollars per share) | 2.01 |
Exercise Prices, Upper Range (in dollars per share) | $ 4 |
Option Awards Outstanding,Covered Shares Exercised (in shares) | shares | 2,966,494 |
Option Awards Outstanding, Weighted Average Remaining Contractual Life | |
Option Awards Outstanding, Weighted Average Exercise Price (in dollars per share) | $ 1.05 |
Option Awards Exercisable, Covered Shares Exercisable (in shares) | shares | 2,543,941 |
Option Awards Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 0.91 |
Note 11 - Restricted Stock Acti
Note 11 - Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Unvested shares (in shares) | 107,400 | 80,000 |
Weighted-Average Grant Date Fair Value per Share, Unvested (in dollars per share) | $ 1.51 | $ 2.03 |
Granted shares (in shares) | 118,100 | 107,400 |
Weighted-Average Grant Date Fair Value per Share, Granted (in dollars per share) | $ 1.31 | $ 1.51 |
Vested shares (in shares) | (25,625) | (80,000) |
Weighted-Average Grant Date Fair Value per Share, Vested (in dollars per share) | $ 1.51 | $ 2.03 |
Unvested shares (in shares) | 194,975 | 107,400 |
Weighted-Average Grant Date Fair Value per Share, Unvested (in dollars per share) | $ 1.39 | $ 1.51 |
Forfeited shares (in shares) | (4,900) |
Note 12 - Segment Information65
Note 12 - Segment Information (Details Textual) | 12 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Intersegment Eliminations [Member] | ||
Revenue, Net | $ 0 | $ 0 |
Revenue, Net | $ 119,279,000 | $ 122,021,000 |
Number of Reportable Segments | 2 |
Note 12 - Segment Reporting Inf
Note 12 - Segment Reporting Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
UNITED STATES | ||
Revenue, Net | $ 43,612 | $ 46,404 |
Operating income | 609 | 1,349 |
Interest expense | $ 92 | $ 84 |
Other (income) expense, net | ||
Total: | $ 517 | $ 1,265 |
Net (benefit) expense | (65) | (1,563) |
Net income (loss) from continuing operations | 582 | 2,828 |
Depreciation and amortization | 1,350 | 1,294 |
Capital expenditures | 1,118 | 1,011 |
International [Member] | ||
Revenue, Net | 75,667 | 75,617 |
Operating income | 2,656 | 1,940 |
Interest expense | 122 | 74 |
Other (income) expense, net | (243) | (292) |
Total: | 2,777 | 2,158 |
Net (benefit) expense | 884 | 615 |
Net income (loss) from continuing operations | 1,893 | 1,543 |
Depreciation and amortization | 555 | 459 |
Capital expenditures | 457 | 315 |
Revenue, Net | 119,279 | 122,021 |
Operating income | 3,265 | 3,289 |
Interest expense | 214 | 158 |
Other (income) expense, net | (243) | (292) |
Total: | 3,294 | 3,423 |
Net (benefit) expense | 819 | (948) |
Net income (loss) from continuing operations | 2,475 | 4,371 |
Depreciation and amortization | 1,905 | 1,753 |
Capital expenditures | 1,575 | 1,326 |
Total Capital expenditures | $ 1,575 | $ 1,326 |
Note 12 - Assets (Details)
Note 12 - Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
UNITED STATES | ||
Assets | $ 21,799 | $ 21,748 |
International [Member] | ||
Assets | 21,607 | 22,822 |
Assets | $ 43,406 | $ 44,570 |
Note 12 - Geographic Data (Deta
Note 12 - Geographic Data (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
SOUTH AFRICA | ||
Revenue, Net | $ 20,341 | $ 17,695 |
% of consolidated net revenue | 17.10% | 14.50% |
MEXICO | ||
Revenue, Net | $ 17,616 | $ 18,923 |
% of consolidated net revenue | 14.80% | 15.50% |
CHINA | ||
Revenue, Net | $ 14,755 | $ 8,418 |
% of consolidated net revenue | 12.40% | 6.90% |
CANADA | ||
Revenue, Net | $ 6,374 | $ 7,220 |
% of consolidated net revenue | 5.30% | 5.90% |
INDIA | ||
Revenue, Net | $ 6,372 | $ 7,424 |
% of consolidated net revenue | 5.30% | 6.10% |
JAPAN | ||
Revenue, Net | $ 5,473 | $ 7,420 |
% of consolidated net revenue | 4.60% | 6.10% |
AUSTRALIA | ||
Revenue, Net | $ 4,297 | $ 6,437 |
% of consolidated net revenue | 3.60% | 5.30% |
TURKEY | ||
Revenue, Net | $ 439 | $ 2,080 |
% of consolidated net revenue | 0.40% | 1.70% |
International [Member] | ||
Revenue, Net | $ 75,667 | $ 75,617 |
% of consolidated net revenue | 63.50% | 62.00% |
Revenue, Net | $ 119,279 | $ 122,021 |
Note 12 - Long Lived Assets (De
Note 12 - Long Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
UNITED STATES | ||
Long lived assets | $ 10,147 | $ 9,368 |
International [Member] | ||
Long lived assets | 3,148 | 3,243 |
Long lived assets | $ 13,295 | $ 12,611 |
Note 13 - Purchases and Sale 70
Note 13 - Purchases and Sale of Interests in Subsidiaries (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | |
Assets and Merchandising Teams of Unilink [Member] | Year One [Member] | ||||
Business Combination, Contingent Consideration, Liability | $ 187,415 | |||
Assets and Merchandising Teams of Unilink [Member] | Year Two [Member] | ||||
Business Combination, Contingent Consideration, Liability | $ 187,415 | |||
Assets and Merchandising Teams of Unilink [Member] | Unilink [Member] | SPAR Shanghai [Member] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 20.00% | |||
Assets and Merchandising Teams of Unilink [Member] | Unilink [Member] | ||||
Payments to Acquire Businesses, Gross | $ 1,100,000 | |||
Assets and Merchandising Teams of Unilink [Member] | Shanghai Wedone Marketing Consulting Co. Ltd [Member] | SPAR Shanghai [Member] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 29.00% | |||
Assets and Merchandising Teams of Unilink [Member] | Assets and Merchandising Teams of Unilink [Member] | ||||
Majority Interest Ownership Percentage By Parent | 51.00% | |||
Assets and Merchandising Teams of Unilink [Member] | Investor in Shanghai [Member] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | |||
Redeemable Noncontrolling Interest, Equity, Carrying Amount | $ 720,262 | |||
Assets and Merchandising Teams of Unilink [Member] | Customer Lists [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,469,922 | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
Assets and Merchandising Teams of Unilink [Member] | ||||
Business Combination, Contingent Consideration, Liability | 374,830 | |||
Payments to Acquire Businesses, Gross | 374,830 | |||
Total Purchase Price | 1,460,000 | |||
Business Combination, Consideration Transferred | 749,660 | |||
Minimum Operating Earnings That Must Be Contributed By Acquiree | $ 235,000 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (187,415) | |||
Business Combination, Contingent Consideration, Liability, Current | 187,415 | |||
Annual Operating Earnings Trigger | $ 585,000 | |||
Threshold Percentage Of Operating Earnings Over Minimum Contribution | 50.00% | |||
SPAR Shanghai [Member] | ||||
Majority Interest Ownership Percentage By Parent | 51.00% | 51.00% | ||
Business Combination, Contingent Consideration, Liability | $ 290,000 | $ 617,000 | ||
Payments to Acquire Businesses, Gross | $ 375,000 |
Note 14 - Basic and Diluted Ear
Note 14 - Basic and Diluted Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net income attributable to SPAR Group, Inc. | $ 892 | $ 3,268 |
Shares used in basic net income per share calculation (in shares) | 20,559 | 20,578 |
Stock options and unvested restricted shares (in shares) | 1,014 | 1,252 |
Shares used in diluted net income per share calculations (in shares) | 21,573 | 21,830 |
Basic net income per common share: (in dollars per share) | $ 0.04 | $ 0.16 |
Diluted net income per common share: (in dollars per share) | $ 0.04 | $ 0.15 |
Schedule II - Valuation and Q72
Schedule II - Valuation and Qualifying Accounts (Details) - Continuing Operations [Member] - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Allowance for doubtful accounts | $ 259 | $ 122 | |
Allowance for doubtful accounts | 388 | 115 | |
Deductions, Allowance for doubtful accounts | [1] | 105 | (22) |
Allowance for doubtful accounts | $ 542 | $ 259 | |
[1] | Uncollectible accounts written off, net of recoveries |