Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 19, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
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) | 20,647,704 | ||
Entity Public Float | $ 7 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 8,827 | $ 7,324 |
Accounts receivable, net | 35,964 | 33,669 |
Prepaid expenses and other current assets | 2,031 | 1,299 |
Total current assets | 46,822 | 42,292 |
Property and equipment, net | 2,712 | 2,536 |
Goodwill | 1,836 | 1,847 |
Intangible assets, net | 1,634 | 2,340 |
Deferred income taxes | 3,055 | 4,694 |
Other assets | 1,929 | 1,142 |
Total assets | 57,988 | 54,851 |
Liabilities and equity | ||
Accounts payable | 7,341 | 5,567 |
Accrued expenses and other current liabilities | 13,581 | 9,766 |
Due to affiliates | 3,026 | 3,349 |
Customer incentives and deposits | 1,539 | 1,305 |
Lines of credit and short-term loans | 6,839 | 9,778 |
Total current liabilities | 32,326 | 29,765 |
Long-term debt | 107 | 4 |
Total liabilities | 32,433 | 29,769 |
Commitments and contingencies – See Note 7 | ||
Equity: | ||
Preferred stock, $.01 par value: Authorized and available shares– 2,445,598 Issued and outstanding shares– None – December 31, 2017 and December 31, 2016 | ||
Common stock, $.01 par value: Authorized shares - 47,000,000; Issued shares – 20,680,717 – December 31, 2017 and – December 31, 2016 | 207 | 207 |
Treasury stock, at cost 104,398 shares – December 31, 2017 and 37,877 shares – December 31, 2016 | (115) | (51) |
Additional paid-in capital | 16,271 | 16,093 |
Accumulated other comprehensive loss | (1,690) | (2,407) |
Retained earnings | 4,977 | 5,835 |
Total SPAR Group, Inc. equity | 19,650 | 19,677 |
Non-controlling interest | 5,905 | 5,405 |
Total equity | 25,555 | 25,082 |
Total liabilities and equity | $ 57,988 | $ 54,851 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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) | 20,680,717 | 20,680,717 |
Treasury stock, shares (in shares) | 104,398 | 37,877 |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net revenues | $ 181,381 | $ 134,324 |
Cost of revenues | 144,601 | 104,781 |
Gross profit | 36,780 | 29,543 |
Selling, general and administrative expense | 30,564 | 25,241 |
Depreciation and amortization | 2,126 | 2,100 |
Operating income | 4,090 | 2,202 |
Interest expense | 337 | 133 |
Other income, net | (401) | (128) |
Income before income tax expense | 4,154 | 2,197 |
Income tax expense | 2,977 | 441 |
Net income | 1,177 | 1,756 |
Net income attributable to non-controlling interest | (2,100) | (1,583) |
Net (loss) income attributable to SPAR Group, Inc. | $ (923) | $ 173 |
Basic (loss) income per common share attributable to SPAR Group, Inc.: (in dollars per share) | $ (0.04) | $ 0.01 |
Diluted (loss) income per common share attributable to SPAR Group, Inc.: (in dollars per share) | $ (0.04) | $ 0.01 |
Weighted average common shares – basic (in shares) | 20,617 | 20,595 |
Weighted average common shares – diluted (in shares) | 20,617 | 21,309 |
Net income | $ 1,177 | $ 1,756 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 1,315 | (1,126) |
Comprehensive income | 2,492 | 630 |
Comprehensive income attributable to non-controlling interest | (2,698) | (1,011) |
Comprehensive loss attributable to SPAR Group, Inc. | $ (206) | $ (381) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Restricted Stock Units (RSUs) [Member]Common Stock [Member] | Restricted Stock Units (RSUs) [Member]Treasury Stock [Member] | Restricted Stock Units (RSUs) [Member]Additional Paid-in Capital [Member] | Restricted Stock Units (RSUs) [Member]AOCI Attributable to Parent [Member] | Restricted Stock Units (RSUs) [Member]Retained Earnings [Member] | Restricted Stock Units (RSUs) [Member]Noncontrolling Interest [Member] | Restricted Stock Units (RSUs) [Member] | Employee Stock Purchase Plan [Member]Common Stock [Member] | Employee Stock Purchase Plan [Member]Treasury Stock [Member] | Employee Stock Purchase Plan [Member]Additional Paid-in Capital [Member] | Employee Stock Purchase Plan [Member]AOCI Attributable to Parent [Member] | Employee Stock Purchase Plan [Member]Retained Earnings [Member] | Employee Stock Purchase Plan [Member]Noncontrolling Interest [Member] | Employee Stock Purchase Plan [Member] | 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, 2015 | 20,681,000 | 120,000 | |||||||||||||||||||
Balance at Dec. 31, 2015 | $ 207 | $ (169) | $ 15,871 | $ (1,853) | $ 5,662 | $ 4,680 | $ 24,398 | ||||||||||||||
Share-based compensation | 329 | $ 329 | |||||||||||||||||||
Exercise of stock options (in shares) | (55,000) | 54,497 | |||||||||||||||||||
Exercise of stock options | $ 75 | (52) | $ 23 | ||||||||||||||||||
Distributions to non-controlling investors | (286) | (286) | |||||||||||||||||||
Purchase of treasury shares (in shares) | 11,000 | ||||||||||||||||||||
Purchase of treasury shares | $ (12) | (12) | |||||||||||||||||||
Reissued treasury shares (in shares) | (36,000) | (2,000) | |||||||||||||||||||
Reissued treasury shares | $ 52 | $ (52) | $ 3 | $ (3) | |||||||||||||||||
Other comprehensive income (loss) | (554) | (572) | (1,126) | ||||||||||||||||||
Net income (loss) | 173 | 1,583 | 1,756 | ||||||||||||||||||
Shares (in shares) at Dec. 31, 2016 | 20,681,000 | 38,000 | |||||||||||||||||||
Balance at Dec. 31, 2016 | $ 207 | $ (51) | 16,093 | (2,407) | 5,835 | 5,405 | 25,082 | ||||||||||||||
Share-based compensation | 225 | $ 225 | |||||||||||||||||||
Exercise of stock options (in shares) | (25,000) | 110,187 | |||||||||||||||||||
Exercise of stock options | $ 32 | (22) | $ 10 | ||||||||||||||||||
Distributions to non-controlling investors | (2,198) | $ (2,198) | |||||||||||||||||||
Purchase of treasury shares (in shares) | 111,000 | 532,235 | |||||||||||||||||||
Purchase of treasury shares | $ (121) | $ (121) | |||||||||||||||||||
Reissued treasury shares (in shares) | (20,000) | ||||||||||||||||||||
Reissued treasury shares | $ 25 | $ (25) | |||||||||||||||||||
Other comprehensive income (loss) | 717 | 598 | 1,315 | ||||||||||||||||||
Net income (loss) | (923) | 2,100 | 1,177 | ||||||||||||||||||
Shares (in shares) at Dec. 31, 2017 | 20,681,000 | 104,000 | |||||||||||||||||||
Balance at Dec. 31, 2017 | $ 207 | $ (115) | 16,271 | (1,690) | 4,977 | 5,905 | 25,555 | ||||||||||||||
Adoption of ASU 2016-09 | Accounting Standards Update 2016-09 [Member] | $ 65 | $ 65 | |||||||||||||||||||
Adoption of ASU 2016-09 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | ||
Net income | $ 1,177,000 | $ 1,756,000 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 2,126,000 | 2,100,000 |
Bad debt expense, net of recoveries | 113,000 | 347,000 |
Deferred income tax expense (benefit) | 1,639,000 | (429,000) |
Share based compensation | 225,000 | 329,000 |
Changes in operating assets and liabilities, net of business acquisitions and disposition: | ||
Accounts receivable, net | (2,423,000) | (6,902,000) |
Prepaid expenses and other assets | (1,396,000) | 142,000 |
Accounts payable | 1,810,000 | 1,850,000 |
Accrued expenses, other current liabilities and customer incentives and deposits | 3,501,000 | 2,150,000 |
Net cash provided by operating activities | 6,772,000 | 1,343,000 |
Investing activities | ||
Purchases of property and equipment and capitalized software | (1,448,000) | (1,555,000) |
Purchase of Brazil subsidiary | (401,000) | |
Net cash used in investing activities | (1,448,000) | (1,956,000) |
Financing activities | ||
Net (payments) borrowing on lines of credit | (2,070,000) | 3,601,000 |
Proceeds from stock options exercised | 10,000 | 23,000 |
Proceeds from local investors in Brazil | 107,000 | |
Payments on term debt | (711,000) | (24,000) |
Purchase of treasury shares | (121,000) | (12,000) |
Distribution to non-controlling investors | (2,198,000) | (286,000) |
Payments on capital lease obligations | (44,000) | |
Net cash (used in) provided by financing activities | (5,134,000) | 3,409,000 |
Effect of foreign exchange rate changes on cash | 1,313,000 | (1,190,000) |
Net change in cash and cash equivalents | 1,503,000 | 1,606,000 |
Cash and cash equivalents at beginning of year | 7,324,000 | 5,718,000 |
Cash and cash equivalents at end of year | 8,827,000 | 7,324,000 |
Supplemental disclosure of cash flows information | ||
Interest paid | 460,000 | 150,000 |
Income taxes paid | $ 307,000 | $ 228,000 |
Note 1 - Basis and Organization
Note 1 - Basis and Organization | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [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 merchandise, office supply, grocery, drug, 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 may 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 10 two 1979, May 2001 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 merchandise, office supply, grocery, drug, dollar, 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 executes the services it provides to its domestic clients through independent field merchandising, auditing, assembly and other field personnel, substantially all of whom are provided by an affiliate to the company, SPAR Business Services, Inc. The Company is reevaluating its domestic business model of using independent contractor Field Specialists provided by others in light of changing client requirements and regulatory environments and intends to begin testing an employee based model for certain domestic clients that are requiring the Company to use employees as its Field Specialists. 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 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% Vaughan, Ontario , 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% Shanghai, China Mexico August 2011 51% Mexico City, Mexico Turkey November 2011 51% Istanbul, Turkey Brazil 1 September 2016 51% Sao Paulo, Brazil 1 In September 2016, 14 Purchase of Interests in Subsidiaries two |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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% 810 Accounting for Joint Venture Subsidiarie s For the Company 's less than wholly owned subsidiaries, the Company first 810 Based on the Company 's analysis for each of its 51% 51% 49% third third 49% not 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 original maturities of three 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 may 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 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 $342,000 $288,000 December 31, 2017, 2016, $113,000 $347,000 December 31, 2017 2016, 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 seven s ended December 31, 2017 2016 $ 1.5 Internal Use Software Development Costs T he 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 three The Company capitalized $1.0 $1.3 2017 2016, $ 1.2 December 31, 2017 2016. 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 its carrying value through the undiscounted future cash flows generated by the use of the asset and not may Goodwill Goodwill may Goodwill is subject to annual impairment tests and interim impairment tests if impairment indicators are present. The impairment tests require the Company to first two not not two one two two two two not December 31, 2017 2016 . Accounting for Share Based Compensation T he 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, 2017 2016 $225 ,000 $329 ,000, 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 one three ● 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 ● Level 3 no 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 December 31, 2017 and 2016. 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 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 first not second 50% not The Tax Cuts and Jobs Act ("the Tax Act") signed into law what is a comprehensive U.S. tax reform package that, effective January 1, 2018, 35% 21% one 6 – Income Taxes 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 In February 2018, No. 2018 02, 220 Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“AOCI”). The accounting standard allows for the optional reclassification of stranded tax effects within accumulated other comprehensive income to retained earnings that arise due to the enactment of the Tax Cuts and Jobs Act of 2017 December 15, 2018, In May 2017, 2017 09, 718 2017 09" 2017 09 December 15, 2017, not ’s consolidated results of operations or financial position. In April 2015, No. 2015 17, 740 2015 17” 2015 17 first 2017 may $471,000 $2.4 December 31, 2016. In January 2017, 2017 04 2017 04 350 With ASU 2017 04, no 2017 04 December 15, 2019. 2017 04 In January 2017, 2017 01, Clarifying the Definition of a Business 2017 01 December 31, 2017. In November 2016, 2016 18 December 15, 2017, The adoption of this guidance will not In August 2016, 2016 15, 2016 15" 2016 15 ce in how certain transactions are classified in the statement of cash flows. The new standard is effective for reporting periods after December 15, 2017, not In June 2016, 2016 13 not December 15, 2019 December 15, 2018. The Company is currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures. In February 2016, 2016 02 12 December 15, 2018 In May 2014, 2014 09 December 15, 2017, The two The Company has closely assessed the new standard and monitored FASB activity, including the interpretations by the FASB Transition Resource Group for Revenue Recognition, throughout fiscal 2017. third ’s performance completed to date (e.g., a service contract in which an entity bills a fixed amount for each hour of service provided). Any revenue that did not not The Company adopted the requirements of the new standard on January 1, 2018, Based this analysis there is no The Company is finalizing the impact of topic 606 first 2018. Reclassifications Certain reclassifications have been made to the 2016 2017 no |
Note 3 - Correction of Prior Pe
Note 3 - Correction of Prior Period Financial Statements | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Accounting Changes and Error Corrections [Text Block] | 3. Correction of Prior Period Financial Statements In connection with the preparation of the Company's consolidated financial statements for the three March 31, 2017, In accordance with Staff Accounting Bulletin ("SAB") No. 99, No. 108, not $1.6 December 31, 2016. Accordingly, the Company corrected the consolidated balance sheet and consolidated statement of income and comprehensive loss as of and for the year ended December 31, 2016. December 31, 2016, December 31, 2016, Consolidated Balance Sheet (in thousands): As of December 31, 2016 As of January 1, 2016 As Previously Reported Adjusted As Revised As Previously Reported Adjusted As Revised Accumulated other comprehensive loss $ (3,995 ) $ 1,588 $ (2,407 ) $ (2,869 ) $ 1,016 $ (1,853 ) Total SPAR Group, Inc. equity $ 18,089 $ 1,588 $ 19,677 $ 18,702 $ 1,016 $ 19,718 Non-controlling interest $ 6,993 $ (1,588 ) $ 5,405 $ 5,696 $ (1,016 ) $ 4,680 Consolidated Statement of Income and Comprehensive Loss (in thousands): Twelve months ended December 31, 2016 As Previously Reported Adjusted As Revised Comprehensive income attributable to non-controlling interest $ (1,583 ) $ 572 $ (1,011 ) Comprehensive loss attributable to SPAR Group, Inc. $ (953 ) $ 572 $ (381 ) |
Note 4 - Supplemental Balance S
Note 4 - Supplemental Balance Sheet Information (in Thousands) | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Supplemental Balance Sheet Disclosures [Text Block] | 4. December 31, Accounts receivable, net, consists of the following: 20 17 20 16 Trade $ 29,437 $ 28,103 Unbilled 5,863 4,805 Non-trade 1,006 1,049 36,306 33,957 Less allowance for doubtful accounts (342 ) (288 ) Accounts Receivable, net $ 35,964 $ 33,669 December 31, Property and equipment consists of the following: 20 17 20 16 Equipment $ 5,873 $ 5,588 Furniture and fixtures 853 741 Leasehold improvements 267 267 Capitalized software development costs 10,794 9,666 17,787 16,262 Less accumulated depreciation and amortization (15,075 ) (13,726 ) Property and equipment, net $ 2,712 $ 2,536 United States International Total Goodwill: Balance December 31, 2016 $ 1,188 $ 659 $ 1,847 Change in goodwill due to impact of foreign currency $ – $ (11 ) $ (11 ) Balance December 31, 2017 $ 1,188 $ 648 $ 1,836 December 31, Intangible assets consist of the following : 20 17 20 16 Customer contracts and lists $ 4,015 $ 4,280 Less accumulated amortization (2,381 ) (1,940 ) Intangible assets, net $ 1,634 $ 2,340 The Company is amortizing its customer contracts and lists of $ 4.0 5 10 December 31, 2017 2016 $628,000 $549,000, December 31, 2017, Year Amount 201 8 339 2019 306 2020 306 2021 273 2022 182 Thereafter 228 Total $ 1,634 December 31, Accrued expenses and other current liabilities: 20 17 20 16 Taxes payable $ 2,304 $ 2,167 Accrued salaries and wages 3,791 3,664 Accrued accounting and legal expenses 3,240 2,360 Uncertain tax position reserves 170 164 Dividend payable to partners 1,042 – Other 3,034 1,411 Accrued expenses and other current liabilities $ 13,581 $ 9,766 |
Note 5 - Credit Facilities
Note 5 - Credit Facilities | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 5. PNC Credit Facility The Company changed its domestic lenders in January 2018 16 Subsequent Events – PNC Credit Facility 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, June 2011, July 2012, January 2013, July 2013, October 2013, June 2014, September 2015, December 2016, March 2017, April 2017, June 2107 September 6, 2017 ( $9.0 January 15, 2018. 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) plus one one 1/2% one eighth one 0.125% Revolving loans of up to $ 9.0 85% The amendment to the Sterling Loan Agreement dated as of December 22, 2016, $9.0 January 31, 2017 one one March 3, 2017, $9.0 July 6, 2017, April 13, 2017, December 31, 2016, 2017. June 27, 2017, September 6, 2017. September 6, 2017, January 15, 2018. The Sterling Loan Agreement requires the Borrowers to maintain certain financial covenants, including maintenance by the Borrowers of a minimum combined tangible net worth of $ 7.4 $10.0 50% not 3.0 1.0, 1.5 1.0. $2.0 's year-end operations may not December 31, 2017. January 16, 2018, 16 Subsequent Events International Credit Facilities: SPARFACTS Australia Pty. Ltd., has a secured line of credit facility with National Australia Bank for $ 800,000 $624,000 December 31, 2017). 80% October 31, 2012, SPAR Brazil has a secured line of credit facility with Itau Bank for $4.0 $1.2 December 31, 2017). 80% SPAR Brazil has a secured line of credit facility with Daycoval Bank for $5.0 $1.5 December 31, 2017). 80% SPAR Todopromo has secured a line of credit facility with BBVA Bancomer Ban for 5.0 $254,000 December 31, 2017). March 15, 2016 March 2018. It has been amended to extend the terms until 2020. 4% 11.6% December. December 31, 2017 The Company had scheduled future maturities of loans as of December 31, 2017, Interest Rate as of December 31, 2017 2018 USA - Sterling National Bank 5.0 % $ 5,470 Australia - National Australia Bank 6.3 % 205 Brazil – Itau Bank 46.2 % 151 Brazil – Daycoval Bank 16.2 % 1,013 Total $ 6,839 Summary of Unused Company Credit and Other Debt Facilities (in thousands) : December 31, 2017 December 31, 2016 Unused Availability : U nited States $ 3,530 $ 500 Australia 731 688 Brazil 1,554 – Mexico 254 241 Total Unused Availability $ 6,069 $ 1,429 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 6 - Income Taxes
Note 6 - Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 6 . Income Taxes On December 22, 2017, 35% 21% December 31, 2017, one eight Shortly after the Act was enacted, the SEC staff issued Staff Accounting Bulletin No. 118, 118” ’s impact. SAB 118 no one may $1,043,000 one $798,000. The Company's accounting for the above items is based upon reasonable estimates of the tax effects of the Act; however, its estimates may The Company will complete its accounting for the above tax effects of the Act during 2018 118 Additionally, certain provisions of the Act are not 2018. not Income before income taxes is summarized as follows (in thousands): Year Ended December 31, 20 17 20 16 Domestic $ 289 $ (183 ) Foreign 3,865 2,380 Total: $ 4,154 $ 2,197 The income tax expense is summarized as follows (in thousands): Year Ended December 31, 20 17 20 16 Current: Federal $ 79 $ 48 Foreign 1,131 810 State 128 9 Deferred expense (benefit): Federal 1,571 (435 ) Foreign (117 ) 60 State 185 (51 ) Net expense $ 2,977 $ 441 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 17 Rate 20 16 Rate Provision for income taxes at federal statutory rate $ 1,421 34.0 % $ 747 34.0 % State income taxes, net of federal benefit 17 0.4 % (45 ) (2.1% ) Permanent differences 85 2.1 % 68 3.1 % Federal Research and Development Credit 41 1.0 % (89 ) (4.0% ) Foreign tax rate differential (494 ) (11.8% ) (242 ) (11.0% ) Foreign dividend tax 798 19.0 % – – Reduction in deferred tax asset – Reduction of corporate tax rate 1,043 24.8 % – – Other 66 1.7 % 2 0.1 % Net expense $ 2,977 71.2 % $ 441 20.1 % Deferred taxes consist of the following (in thousands): December 31, 20 17 20 16 Deferred tax assets: Net operating loss carry forwards $ 1,313 $ 3,116 Federal Research and Development Credit 240 281 Deferred revenue 360 419 Allowance for doubtful accounts and other receivable 59 49 Share-based compensation expense 646 763 Foreign subsidiaries 588 471 Depreciation 360 529 Other 26 38 Federal Alternative Minimum Tax 156 116 Total deferred tax assets 3,748 5,782 Deferred tax liabilities: Goodwill 224 307 Capitalized software development costs 469 781 Total deferred tax liabilities 693 1,088 Net deferred tax es $ 3,055 $ 4,694 At December 31, 2017, December 31, 2016, $5.3 $7.7 2018 2036. Approximately $ 300,000 1999. 382 may $657,500. A reconciliation of the beginning and ending amount of uncertain tax position reserves is as follows (in thousands): Year Ended December 31, 20 17 20 16 Beginning balance $ 116 $ 116 Additions for tax provisions of prior years – – Ending balance $ 116 $ 116 I nterest 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, 2017, Taxes Interest Penalty Total Tax Liability Domestic State $ 116 $ 49 $ 5 $ 170 Federal – – – – International – – – – Total reserve $ 116 $ 49 $ 5 $ 170 In management 's view, the Company's tax reserves at December 31, 2017 and 2016, not 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. state s and foreign jurisdictions. With few exceptions, SPAR is subject to U.S. Federal, state and local income tax examinations for the years 2013 |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 7 . 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 $1,806,000 $1,550,000 December 31, 2017 2016, $163,000 $164,000 December 31, 2017 2016, December 31, 2017, Year Amount 20 18 $ 2,103 2019 1,464 2020 1,188 2021 674 2022 387 Total $ 5,816 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 estimated or desired affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results or condition. The Company's merchandising, audit, assembly and other services for its domestic clients are performed by field merchandising, auditing, assembly and other field personnel (each a "Field Specialist"). The Company's affiliate, SPAR Business Services, Inc. ("SBS"), during 2017 10,700 77% $25.9 not not not 11 Related Party Transactions Domestic Related Party Services . The appropriateness of SBS's treatment of its Field Specialists as independent contractors has been periodically subject to legal challenge (both currently and historically) by various states and others. SBS's expenses of defending those challenges and other proceedings have historically been reimbursed by the Company under SBS's Prior Agreement, and SBS's expenses of defending those challenges and other proceedings were reimbursed by the Company in 2017 2016 $193,000 $736,000, The Company has advised SBS that, since there is no (and various other) expenses. As provided in SBS's Prior Agreement, the Company is not the Company has not not not Any prolonged continuation of or material increase in the legal defense costs of SBS (and thus the reimbursable expenses SBS may may could continue to be (and have from time to time been) significant, and prolonged litigation and appeals and any adverse determination in any such challenge could have a material adverse effect on SBS's ability to provide services needed by the Company and the Company's costs of doing business. There can be no In addition, there can be no not no As the Company utilized the services of SBS to support its in-store merchandising needs in California, management of the Company determined, with the support of SGRP's Audit Committee and Board of Directors, that it will be shifting to an all employee servicing model for its Field Specialists in May 2018 As previously noted, management currently estimates that the potential incremental annual cost of this change in California from independent contractors to Company employees could be substantial. The Company is also evaluating whether this all employee model for its Field Specialists should be used in other states. Current material and potentially material proceedings against SBS and, in one not SBS Clothier Litigation Melissa Clothier was engaged by SBS (then known as SPAR Marketing Services, Inc.) and provided services pursuant to the terms of an "Independent Merchandiser Agreement" acknowledging her engagement as an independent contractor. On June 30, 2014, No. RG12 639317, July 16, 2008, June 30, 2014. Ms. Clothier alleged that she and other class members were misclassified as independent contractors and that, as a result of this misclassification, the defendants improperly underpaid them in violation of various California minimum wage and overtime laws. The Company was originally a defendant in the Clothier Case but was subsequently dismissed from the action without prejudice. The court ordered that the case be heard in two one September 9, 2016, two The Parties are still proceeding with the damages phase of the Clothier Case, which trial is currently scheduled for late August 2018, 2018 SBS has advised the Company that SBS could appeal the adverse phase one No not 1.5 no Currently the Company is not However, if SBS is not Any prolonged continuation of or material increase in the legal defense costs of SBS (and thus the reimbursable expenses SBS may may third SBS Rodgers Litigation Maceo Rodgers was engaged by and provided services to SBS pursuant to the terms of his "Master Agreements" with SBS acknowledging his engagement as an independent contractor. On February 21, 2014, No. 3:14 00055, July 15, 2012, December 8, 2015, 61 11 not September 19, 2017 October 24, 2017, January 31, 2018. 1 ’s motion for nationwide judicial notice and to certify a nationwide collective action, and ( 2 SBS and SGRP Hogan Litigation Paradise Hogan was engaged by and provided services to SBS as an independent contractor pursuant to the terms of an "Independent Contractor Master Agreement" with SBS acknowledging his engagement as an independent contractor. On January 6, 2017, No. 1:17 10024 March 28, 2017, On November 13, 2017, ’s pending decision in Epic Systems Corp. v. Lewis, in which the Supreme Court heard arguments in October 2017 March 12, 2018, SBS and SGRP Litigation Generally Any prolonged continuation of or material increase in the legal defense costs of SBS (and thus the reimbursable expenses SBS may may There can be no no not no 11 Related Party Transactions – Domestic Related Party Services |
Note 8 - Treasury Stock
Note 8 - Treasury Stock | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Treasury Stock [Text Block] | 8. Treasury Stock Pursuant to the Company's 2017 "2018 November 10, 2017 March 14, 2018, may November 10, 2020, not 500,000 not May 1, 2004, March 10, 2011 ( December 31, 2017, 500,000 2018 2012 2015 532,235 December 31, 2017. |
Note 9 - Preferred Stock
Note 9 - Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Preferred Stock [Text Block] | 9 . Preferred Stock SGRP 's certificate of incorporation authorizes it to issue 3,000,000 $0.01 may may 3,000,000 10% one one 554,402 2011 2,445,598 December 31, 2017, no |
Note 10 - Retirement Plans
Note 10 - Retirement Plans | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 10 . Retirement Plans The Company has a 401 domestic employees. The Company made contributions of $50,000 $75,000 December 31, 2017 2016, |
Note 11 - Related Party Transac
Note 11 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 11 . 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, Executives, Officers, Employees, Consultants and other Representatives Amended and Restated (as of) March 15, 2018 ( competitor, customer, vendor, or other person relating to doing business with the Company, or 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 IV.11 I.2 SGRP's Audit Committee has the specific duty and responsibility to review and approve the overall fairness and terms 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 In addition, in order to (among other things) assist the Board and the Audit Committee in connection with an overall review of the Company's related party transactions and certain worker classification-related litigation matters, in April 2017 The Special Subcommittee engaged Morrison Valuation & Forensic Services, LLC ("Morrison"), to perform a third not Their task included (among other things) the identification and mapping of and apparent purposes for and benefits from cash flows between the Company and its affiliates. Morrison identified a number of transactions between the parties, while not 7 Commitments and Contingencies Legal Matters SBS Clothier Litigation The Company is currently unable to predict the remaining duration and final results of this review by the Special Subcommittee. Domestic Related Party Services: SPAR Business Services, Inc. (" SBS"), SPAR Administrative Services, Inc. ("SAS"), and SPAR InfoTech, Inc. ("SIT"), are affiliates of SGRP but are not The Company executes the services it provides to its domestic clients primarily through field merchandising, auditing, assembly and other field personnel (each a "Field Specialist"), substantially all of whom have been independent contractors provided by SBS, and administers those services through local, regional, district and other personnel (each a "Field Administrator"), substantially all of whom have been provided by SAS. The Company paid $25.9 $22.7 December 31, 2017 2016, 10,700 77% 79% December 31, 2017 2016, $4.2 $4.3 December 31, 2017 2016, 57 91% 92% twelve December 31, 2017 2016 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 other expenses paid directly by the Company on behalf of and invoiced to SBS and SAS, was $30.1 $27.0 December 31, 2017 2016, The terms of the Amended and Restated Field Service Agreement with SBS dated as of January 1, 2004, 2011, January 1, 2004 ( November 30, 2014. 2016. The Company and SBS have agreed to an arrangement for a revised Cost Plus Fee equal to 2.96% This arrangement went into effect on and has applied since December 1, 2014. The Company believes its net costs for Field Specialists in 2017 $1.0 No no This is not not may July 2015 December 2016, July 2017 December 31, 2017, The Company has determined that the rates charged by SBS for the services of its field merchandising, auditing, assembly and other field personnel (each a "Field Specialist") are favorable to the Company when compared to other possible non-affiliate providers. SBS has advised the Company that those favorable rates are dependent (at least in part) on SBS's ability to continue to use independent contractors as its Field Specialists, that such Field Specialists generally provide greater flexibility and performance quality at lower total costs as a result of their business independence and initiative, and that it has an agreement with each Field Specialist clearly confirming his, her, or its status as an independent contractor. The appropriateness of SBS's treatment of its Field Specialists as independent contractors has been periodically subject to legal challenge (both currently and historically) by various states and others, SBS's expenses of defending those challenges and other proceedings have historically been reimbursed by the Company under SBS's Prior Agreement, and SBS's expenses of defending those challenges and other proceedings were reimbursed by the Company in 2017 2016 (in the amounts of $193,000 $736,000, no not not not no not Furthermore, there can be no Current material and potentially material proceedings against SBS and, in one 7 to the Company's Consolidated Financial Statements - Commitments and Contingencies - Legal Matters, above. These descriptions are based on an independent review by the Company and do not Any prolonged continuation of or material increase in the legal defense costs of SBS (and thus the reimbursable expenses SBS may may third On June 14, 2016, December 1, 2014, The SAS Agreement more clearly defines reimbursable and excluded expenses and the budget and approval procedures and continues the indemnifications and releases provided by SAS's Prior Agreement (which indemnifications and releases were and are comparable to those applicable to SGRP's directors and executive officers under its By-Laws and applicable law). Specifically, the SAS Agreement reduced the Cost Plus Fee from 4% 2% June 1, 2016. SGRP's Audit Committee has approved the SAS Agreement pursuant to its specific duty and responsibility to review and approve the overall fairness of all material related-party transactions, as more fully provided above in this note . No pursuant to previously approved budgets) has been reimbursed or approved to date by the Company, and no not not may International Related Party Services 2014 December 2016. 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% 49% not International Related Party Services: SGRP Meridian (Pty), Ltd. ("Meridian") is a consolidated international subsidiary of the Company and is owned 51% 49% 50% 50% Mr. Mason, Mr. Bristow and Mr. Wingfield are all officers and own 46.7%, 20% 33.3%, 2 126 4 SPAR Todopromo is a consolidated international subsidiary of the Company and is owned 51% 49% 90% ("CON") which supplied administrative and operational consulting support to SPAR Todopromo in 2016. In August 2016, expired on December 31, 2017, December 31, 2020 On September 8, 2016, 100% Related Party Transactions and Arrangements in the Brazil Acquisition in this Note, below. SGRP Holdings then completed the formation and acquired a majority of the stock of SPAR Brasil Serviços de Merchandising e Tecnologia S.A., a Brazilian corporation ("SPAR BSMT"). SGRP Holdings and SPAR BSMT are consolidated subsidiaries of the Company. SPAR BSMT is owned 51% 39% 10% JKC is owned by Mr. Jonathan Dagues Martins, a Brazilian citizen and resident ("JDM") and his sister, Ms. Karla Dagues Martins, a Brazilian citizen and resident. JDM is the Chief Executive Officer and President of each SPAR Brazil company pursuant to a Management Agreement between JDM and SPAR BSMT dated September 13, 2016. SPAR BSMT has contracted with Ms. Karla Dagues Martins, a Brazilian citizen and resident and JDM's sister to handle the labor litigation cases for SPAR BSMT and its subsidiaries. These legal services are being provided to them at local market rates by Ms. Martins's company, Karla Martins Sociedade de Advogados ("KMSA"). The Company believes it is the largest and most important customer of SBS, SAS, MPT, MCPT, MHT, CON, JFMD and KMSA (and from time to time may SBS, SAS and other material affiliate contracts and arrangements are annually reviewed and considered for approval by SGRP's Audit Committee, subject to the ongoing negotiations with SBS as described above. Related Party Transaction Summary: The following costs of affiliates were charged to the Company (in thousands): Year Ended December 31 , 201 7 201 6 Services provided by affiliates: Field Specialist expenses * $ 25,866 $ 22,749 Field administration expenses * $ 4,215 $ 4,276 Office and vehicle rental expenses (MPT) $ 62 $ 50 Vehicle rental expenses (MCPT) $ 1,146 $ 879 Office and vehicle rental expenses (MHT) $ 170 $ 121 Field administration expenses* (NDS Reklam) $ 2 $ 2 Consulting and administrative services (CON) $ 244 $ 309 Warehouse Rental (JFMD) $ 47 $ 10 Legal Services (KMSA) $ 10 $ 7 Total services provided by affiliates $ 31,762 $ 28,403 * Includes substantially all overhead (in the case of SAS and SBS), or related overhead, plus any applicable markup. Due to affiliates consists of the following (in thousands): December 31 , 201 7 201 6 Loans from local investors: (1) Australia $ 250 $ 231 Mexico 1,001 1,001 Brazil 139 139 China 719 761 NMS LLC – 348 South Africa 24 – Accrued Expenses due to affiliates: SBS/SAS 893 869 Total due to affiliates $ 3,026 $ 3,349 ( 1 Represent loans from the local investors into the Company's subsidiaries (representing their proportionate share of working capital loans). The loans have no Other Related Party Transactions and Arrangements In July 1999, 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"), a wholly owned subsidiary of SGRP, 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. SBS and SAS provide services to the Company, as described above, SIT assisted in the Brazilian acquisition at a cost to the Company of $49,000, no not 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, for SBS on behalf of its Field Specialists that require such insurance coverage (all who do not 1% Based on informal arrangements between the parties, the Affinity insurance premiums for such coverage are ultimately charged (through SAS) for their fair share of the costs of that insurance to SMF, SAS (which then charges the Company) and SBS. In addition to those required periodic premiums, Affinity also requires payment of cash collateral deposits ("Cash Collateral"), and Cash Collateral amounts are initially determined and from time to time re-determined (upward or downward) by Affinity. The Cash Collateral deposit with Affinity since 2012 $965,023; $378,838 $109,387 $296,474 $180,324 may ( $675,000 The following related party transactions occurred in connection with the Company's September 2016 14 Purchase of Interests in Subsidiaries On September 8, 2016, 100% $1 $49,000. SGRP Holdings, JK Consultoria Empresarial Ltda.-ME, a Brazilian limitada ("JKC"), and Earth Investments, LLC, a Nevada limited liability company ("EILLC"), entered into a Joint Venture Agreement respecting SPAR BSMT dated and effective as of September 13, 2016 ( 51%, 39% 10% 's stock. Under the JV Agreement, SPAR BSMT has five three one one JKC is owned by Mr. Jonathan Dagues Martins, a Brazilian citizen and resident ("JDM") and his sister, Ms. Karla Dagues Martins, a Brazilian citizen and resident. JDM is the Chief Executive Officer and President of each SPAR Brazil company pursuant to a Management Agreement between JDM and SPAR BSMT dated September 13, 2016. held equivalent positions with each NM Company prior to their acquisition by SPAR BSMT. JDM also is a director of SPAR BSMT. Accordingly, JKC and JDM are each a related party in respect of the Company. SGRP Holdings and JKC are parties to separate Loan Agreements with SPAR BSMT dated September 14, 2016, R$1,400,000 US$448,000 R$453,673 US$145,175 R$120,423 US$38,700 September 14, 2016. EILLC is owned by Mr. Peter W. Brown, a citizen and resident of the USA ("PWB"). PWB is an officer and employee of the Company 's affiliate, SIT, which is owned by SGRP's Chairman, Mr. Robert G. Brown, PWB was an official observer at the meetings of SGRP's Board for 2014 December 2016, 10% R$116,326 US$37,200 The NM Acquisition and associated related party transactions were reviewed and approved by the Audit Committee of SGRP 's Board of Directors. |
Note 12 - Stock Based Compensat
Note 12 - Stock Based Compensation Plans | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 12. 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 2008 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 "2008 2008 May 2008, 2008 May 2009, The 2008 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). Unless terminated sooner as provided therein, the 2008 May 28, 2018, ten 2008 no may 2008 2008 ten 10% five The 2008 Shares that may 5,600,000 2008 May 29, 2008 ( May 29, 2008 ( no not 2008 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 2008 2008 As of December 31, 2017, 365,000 2008 The 2008 2009 's Compensation Committee the full authority and complete flexibility from time to time to designate and modify (in its discretion) one 2008 no No 2008 2009 Restricted stock, stock options and other stock based awards under the 2008 may may may not may August may 2008 The stock option Awards issued under the 2008 ten 10 first four 25% The Restricted Stock Awards issued under the 2008 first four 25% 's common stock. The shares of stock are issued and value is recognized as compensation ratably over the requisite period which generally is the Award's vesting period. Following are the specific valuation assumptions used for options granted in 2017: Expected volatility 45.0 % Expected dividend yields 0.0 % Expected term (in years) 5 Risk free interest rate 1.83 % Expected forfeiture rate 5.0 % Stock option Award activity for the years ended December 31, 2017 2016 Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Covered Exercise Contractual Value Option Awards Shares Price Term (Years) (thousands) Outstanding at January 1, 2016 2,839,784 $ 1.04 5.17 $ 753 Granted 635,000 0.97 – – Exercised/cancelled 54,497 – – – Forfeited or expired 309,235 – – – Outstanding at December 31, 2016 3,111,052 $ 0.98 4.74 $ 678 Granted 943,000 1.05 – – Exercised/cancelled 110,187 0.87 – – Forfeited or expired 592,288 – – – Outstanding at December 31, 2017 3,351,577 $ 0.96 5.17 $ 1,221 Exercisable at December 31, 2017 2,234,327 $ 0.92 3.05 $ 1,000 The weighted-average grant-date fair value of stock option Awards granted during the year ended December 31, 2017 $0.47. December 31, 2017 2016 $16,000 $33,000, The Company recognized $ 187,000 $279,000 December 31, 2017 2016, December 31, 2017 2016, $71,000 $106,000, As of December 31, 2017, $472,000. 3.0 Restricted Stock The restricted stock Awards previously issued under the 2008 first four 25% 2008 2017, not The following table summarizes the activity for restricted stock Awards during the years ended December 31, 2017 2016: Weighted- Average Grant Date Fair Value Shares per Share Unvested at January 1, 2016 183,450 $ 1.39 Granted 25,000 0.92 Vested (33,875 ) 1.46 Forfeited (42,575 ) 1.30 Unvested at December 31, 2016 132,000 1.32 Granted – – Vested (22,800 ) 1.53 Forfeited (40,800 ) 1.08 Unvested at December 31, 2017 68,400 $ 1.38 During the years ended December 31, 2017 2016, $38,000 $50,000, December 31, 2017 2016 $14,000 $19,000, During the years ended December 31, 2017 2016, $24,000 $34,000, As of December 31, 2017, $16,000, 1 Stock Purchase Plans In 2001, 2001 2001 June 1, 2001. 's Common Stock from SGRP without having to pay any brokerage commissions. On August 8, 2002, 15% 15% |
Note 13 - Segment Information
Note 13 - Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 13. The Company reports net revenue s 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 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, 2017 2016 Revenue, net: United States $ 52,273 $ 44,979 International 129,108 89,345 Total revenue $ 181,381 $ 134,324 Operating income (loss): United States $ 518 $ (53 ) International 3,572 2,255 Total operating income $ 4,090 $ 2,202 Interest expense : United States $ 221 $ 130 International 116 3 Total interest expense $ 337 $ 133 Other expense (income), net: United States $ 8 $ – International (409 ) (128 ) Total other (income), net $ (401 ) $ (128 ) I ncome (loss) before income tax expense: United States $ 289 $ (183 ) International 3,865 2,380 Total income before income tax expense $ 4,154 $ 2,197 Income tax expense (benefit): United States $ 1,956 $ (428 ) International 1,021 869 Total income tax expense $ 2,977 $ 441 Net (loss) income: United States $ (1,667 ) $ 245 International 2,844 1,511 Total net income $ 1,177 $ 1,756 Net income attributable to non-controlling interest: United States $ 99 $ 182 International 2,001 1,401 Total net income attributable to non-controlling interest $ 2,100 $ 1,583 Net (loss) income attributable to SPAR Group, Inc.: United States $ (1,766 ) $ 63 International 843 110 Total net (loss) income attributable to SPAR Group, Inc. $ (923 ) $ 173 Depreciation and amortization: United States $ 1,378 $ 1,356 International 748 744 Total depreciation and amortization $ 2,126 $ 2,100 Capital expenditures: United States $ 942 $ 991 International 506 564 Total capital expenditures $ 1,448 $ 1,555 Note: There were no 2017 2016. December 31, 201 7 201 6 Assets: United States $ 17,511 $ 22,189 International 40,477 32,662 Total assets $ 57,988 $ 54,851 Geographic Data (in thousands) Year Ended December 31, 201 7 201 6 Net international revenues: % of consolidated net revenue % of consolidated net revenue Brazil $ 42,853 23.6 % $ 11,688 8.7 % South Africa 26,661 14.7 21,299 15.9 Mexico 22,128 12.2 20,809 15.5 China 11,045 6.1 12,290 9.1 Japan 8,125 4.5 6,919 5.2 India 7,308 4.0 5,865 4.4 Canada 6,913 3.8 6,725 5.0 Australia 3,798 2.1 3,435 2.6 Turkey 277 0.2 315 0.2 Total international revenue $ 129,108 71.2 % $ 89,345 66.6 % Year Ended December 31 , 20 17 20 16 Long term and lived assets: United States $ 7,109 $ 9,065 International 4,057 3,494 Total long term and lived assets $ 11,166 $ 12,559 |
Note 14 - Purchase of Interests
Note 14 - Purchase of Interests in Subsidiaries | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 14. Purchase of Interests in Subsidiaries The following contains descriptions of the Company's purchase of interests in its operating subsidiary during the year ended December 31, 2016. There were no December 31, 2017. In September 2016, 11 Related Party Transactions - Related Party Transactions and Arrangements in the Brazil Acquisition , above), SGRP Holdings and SPAR BSMT (the "Purchasers") entered into a Quota Purchase Agreement dated September 13, 2016 ( two 99% 1% September 19, 2016, September 13, 2016. R$1,312,000 US$401,000 Momentum Promoções Ltda., one September 13, 2016 ( September 13, 2016 ( had a term of 12 R$205,417 US$65,700 April 30, 2017 September 13, 2017. For the Resource Plus Acquisition, see Note 16 Subsequent Events– Resource Plus Acquisition. The Company has completed its preliminary calculation of the fair value and related allocation of assets between goodwill and other. A summary of assets acquired, goodwill and liabilities assumed and net of purchase price are as follows (in thousands): Cash $ 484 Net Working Capital, net of cash (155 ) Fixed Assets 22 Intangible Assets 336 Goodwill 133 Assumed Liabilities (419 ) Net Fair Value of Assets Acquired $ 401 For the period for September 14, 2016 December 31, 2016, $11.7 $144,000 January 1, 2016 ( Revenue Net (Loss) Consolidated supplemental pro forma, Jan uary 1 to December 31, 2016 $ 156,475 $ (207 ) The pro forma in the table above includes adjustments for, amortization of intangible assets and acquisition costs to reflect results that are more representative of the results of the transactions as if the SPAR Brasil acquisition closed on January 1, 2015. may not may not may |
Note 15 - Net Income Per Share
Note 15 - Net Income Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 15. 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 17 20 16 Numerator: Net (loss) income attributable to SPAR Group, Inc. $ (923 ) $ 173 Denominator: Shares used in basic net income per share calculation 20,617 20,595 Effect of diluted securities: Stock options and unvested restricted shares - 714 Shares used in diluted net income per share calculations 20,617 21,309 Basic net (loss) income per common share: $ (0.04 ) $ 0.01 D iluted net (loss) income per common share: $ (0.04 ) $ 0.01 The dilutive effect of outstanding securities of approximately 380,000 1,000,000 December 31, 2017 2016, |
Note 16 - Subsequent Events
Note 16 - Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 16. Resource Plus Acquisition On January 9, 2018, Company completed its acquisition of a 51% 51% 70% may SGRP's subsidiary, SPAR Marketing Force, Inc. ("SMF"), purchased those equity interests in Resource Plus from Joseph L. Paulk and Richard Justus pursuant to separate Stock Purchase Agreements each dated as of October 13, 2017 ( $3,000,000 $150,000 January 9, 2018, $400,000 $2,600,000; $50,000 $100,000. January 1, 2018. $300,000, December 31 2018 December 31, 2023; December 31 2018 $33,333 December 31 $33,334 December 31, 2020. In connection with that closing, Mr. Paulk retired, while Mr. Justus continued as President of Resource Plus and received an Executive Officer Employment Terms and Severance Agreement with RPI ("ETSA"), with a base salary of $200,000 January 1, 2020, This acquisition will be accounted for using the purchase method of accounting with the purchase price allocated to the assets purchased and liabilities assumed based upon their estimated fair values at the date of acquisition. PNC Credit Facility On January 16, 2018, 5 Credit Facilities Sterling Credit Facility In order to obtain, document and govern the new PNC Credit Facility: SGRP and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force, Inc., SPAR Assembly & Installation, Inc., and SPAR Canada Company (each, a "PNC Borrower" and collectively, the "PNC Borrowers"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Group International, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a "PNC Guarantor" and collectively, the "PNC Guarantors), entered into a Loan Agreement with PNC dated as of January 16, 2018 ( $9 January 16, 2018 ( January 16, 2018 ( January 16, 2018 ( The PNC Note currently requires the PNC Borrowers to pay interest on the loans thereunder equal to (A) the Daily LIBOR Rate (as defined therein) per annum, plus (B) two hundred fifty 2.50% January 16, 2018, 4.06% Revolving loans of up to $9 85% January 16, 2020, On January 16, 2018, $7.6 The new Credit Facility contains certain financial and other restrictive covenants and also limits certain expenditures by the PNC Loan Parties, including, but not On January 16, 2018, not no not no |
Note 17 - Capital Lease Obligat
Note 17 - Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | 17. Capital Lease Obligations The Company has two Start Date: Interest Rate Original Cost Accumulated Amortization Net Book Value at December 31, 2017 January 2017 5.8 % $ 76 $ 26 $ 50 August 2017 6.4 % $ 147 $ 20 $ 127 Annual future minimum lease payments required under the leases, together with the present value as of December 31, 2017, Year Ending December 31, Amount 201 8 $ 82 201 9 82 20 20 31 Total 195 Less amount representing interest 15 Present value of net minimum lease payments included in accrued expenses and other current liabilities, and long term debt $ 180 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
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 of Period Year ended December 31, 2017: Deducted from asset accounts: Allowance for doubtful accounts $ 288 113 59 $ 342 Year ended December 31, 2016: Deducted from asset accounts: Allowance for doubtful accounts $ 542 347 601 $ 288 ( 1 Uncollectible accounts written off, net of recoveries |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The Company consolidates its 100 % owned subsidiaries and all of its 51% 810 |
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 810 Based on the Company 's analysis for each of its 51% 51% 49% third third 49% not |
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 original maturities of three |
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 may |
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 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 $342,000 $288,000 December 31, 2017, 2016, $113,000 $347,000 December 31, 2017 2016, |
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 seven s ended December 31, 2017 2016 $1.5 |
Internal Use Software, Policy [Policy Text Block] | Internal Use Software Development Costs T he 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 three The Company capitalized $1.0 $1.3 2017 2016, $1.2 December 31, 2017 2016. |
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 its carrying value through the undiscounted future cash flows generated by the use of the asset and not may |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill may Goodwill is subject to annual impairment tests and interim impairment tests if impairment indicators are present. The impairment tests require the Company to first two not not two one two two two two not December 31, 2017 2016 . |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Accounting for Share Based Compensation T he 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, 2017 2016 $225 ,000 $329 ,000, |
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 one three ● 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 ● Level 3 no 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 December 31, 2017 and 2016. 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 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 first not second 50% not The Tax Cuts and Jobs Act ("the Tax Act") signed into law what is a comprehensive U.S. tax reform package that, effective January 1, 2018, 35% 21% one 6 – Income Taxes |
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 In February 2018, No. 2018 02, 220 Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“AOCI”). The accounting standard allows for the optional reclassification of stranded tax effects within accumulated other comprehensive income to retained earnings that arise due to the enactment of the Tax Cuts and Jobs Act of 2017 December 15, 2018, In May 2017, 2017 09, 718 2017 09" 2017 09 December 15, 2017, not ’s consolidated results of operations or financial position. In April 2015, No. 2015 17, 740 2015 17” 2015 17 first 2017 may $471,000 $2.4 December 31, 2016. In January 2017, 2017 04 2017 04 350 With ASU 2017 04, no 2017 04 December 15, 2019. 2017 04 In January 2017, 2017 01, Clarifying the Definition of a Business 2017 01 December 31, 2017. In November 2016, 2016 18 December 15, 2017, The adoption of this guidance will not In August 2016, 2016 15, 2016 15" 2016 15 ce in how certain transactions are classified in the statement of cash flows. The new standard is effective for reporting periods after December 15, 2017, not In June 2016, 2016 13 not December 15, 2019 December 15, 2018. The Company is currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures. In February 2016, 2016 02 12 December 15, 2018 In May 2014, 2014 09 December 15, 2017, The two The Company has closely assessed the new standard and monitored FASB activity, including the interpretations by the FASB Transition Resource Group for Revenue Recognition, throughout fiscal 2017. third ’s performance completed to date (e.g., a service contract in which an entity bills a fixed amount for each hour of service provided). Any revenue that did not not The Company adopted the requirements of the new standard on January 1, 2018, Based this analysis there is no The Company is finalizing the impact of topic 606 first 2018. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain reclassifications have been made to the 2016 2017 no |
Note 1 - Basis and Organizati26
Note 1 - Basis and Organization (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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% Vaughan, Ontario , 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% Shanghai, China Mexico August 2011 51% Mexico City, Mexico Turkey November 2011 51% Istanbul, Turkey Brazil 1 September 2016 51% Sao Paulo, Brazil |
Note 3 - Correction of Prior 27
Note 3 - Correction of Prior Period Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | As of December 31, 2016 As of January 1, 2016 As Previously Reported Adjusted As Revised As Previously Reported Adjusted As Revised Accumulated other comprehensive loss $ (3,995 ) $ 1,588 $ (2,407 ) $ (2,869 ) $ 1,016 $ (1,853 ) Total SPAR Group, Inc. equity $ 18,089 $ 1,588 $ 19,677 $ 18,702 $ 1,016 $ 19,718 Non-controlling interest $ 6,993 $ (1,588 ) $ 5,405 $ 5,696 $ (1,016 ) $ 4,680 Twelve months ended December 31, 2016 As Previously Reported Adjusted As Revised Comprehensive income attributable to non-controlling interest $ (1,583 ) $ 572 $ (1,011 ) Comprehensive loss attributable to SPAR Group, Inc. $ (953 ) $ 572 $ (381 ) |
Note 4 - Supplemental Balance28
Note 4 - Supplemental Balance Sheet Information (in Thousands) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | December 31, Accounts receivable, net, consists of the following: 20 17 20 16 Trade $ 29,437 $ 28,103 Unbilled 5,863 4,805 Non-trade 1,006 1,049 36,306 33,957 Less allowance for doubtful accounts (342 ) (288 ) Accounts Receivable, net $ 35,964 $ 33,669 |
Schedule Of Property Plant And Equipment [Table Text Block] | December 31, Property and equipment consists of the following: 20 17 20 16 Equipment $ 5,873 $ 5,588 Furniture and fixtures 853 741 Leasehold improvements 267 267 Capitalized software development costs 10,794 9,666 17,787 16,262 Less accumulated depreciation and amortization (15,075 ) (13,726 ) Property and equipment, net $ 2,712 $ 2,536 |
Schedule of Goodwill [Table Text Block] | United States International Total Goodwill: Balance December 31, 2016 $ 1,188 $ 659 $ 1,847 Change in goodwill due to impact of foreign currency $ – $ (11 ) $ (11 ) Balance December 31, 2017 $ 1,188 $ 648 $ 1,836 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, Intangible assets consist of the following : 20 17 20 16 Customer contracts and lists $ 4,015 $ 4,280 Less accumulated amortization (2,381 ) (1,940 ) Intangible assets, net $ 1,634 $ 2,340 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year Amount 201 8 339 2019 306 2020 306 2021 273 2022 182 Thereafter 228 Total $ 1,634 |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | December 31, Accrued expenses and other current liabilities: 20 17 20 16 Taxes payable $ 2,304 $ 2,167 Accrued salaries and wages 3,791 3,664 Accrued accounting and legal expenses 3,240 2,360 Uncertain tax position reserves 170 164 Dividend payable to partners 1,042 – Other 3,034 1,411 Accrued expenses and other current liabilities $ 13,581 $ 9,766 |
Note 5 - Credit Facilities (Tab
Note 5 - Credit Facilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | Interest Rate as of December 31, 2017 2018 USA - Sterling National Bank 5.0 % $ 5,470 Australia - National Australia Bank 6.3 % 205 Brazil – Itau Bank 46.2 % 151 Brazil – Daycoval Bank 16.2 % 1,013 Total $ 6,839 |
Credit And Debt Facilities Unused Availability [Table Text Block] | December 31, 2017 December 31, 2016 Unused Availability : U nited States $ 3,530 $ 500 Australia 731 688 Brazil 1,554 – Mexico 254 241 Total Unused Availability $ 6,069 $ 1,429 |
Note 6 - Income Taxes (Tables)
Note 6 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Year Ended December 31, 20 17 20 16 Domestic $ 289 $ (183 ) Foreign 3,865 2,380 Total: $ 4,154 $ 2,197 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31, 20 17 20 16 Current: Federal $ 79 $ 48 Foreign 1,131 810 State 128 9 Deferred expense (benefit): Federal 1,571 (435 ) Foreign (117 ) 60 State 185 (51 ) Net expense $ 2,977 $ 441 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 20 17 Rate 20 16 Rate Provision for income taxes at federal statutory rate $ 1,421 34.0 % $ 747 34.0 % State income taxes, net of federal benefit 17 0.4 % (45 ) (2.1% ) Permanent differences 85 2.1 % 68 3.1 % Federal Research and Development Credit 41 1.0 % (89 ) (4.0% ) Foreign tax rate differential (494 ) (11.8% ) (242 ) (11.0% ) Foreign dividend tax 798 19.0 % – – Reduction in deferred tax asset – Reduction of corporate tax rate 1,043 24.8 % – – Other 66 1.7 % 2 0.1 % Net expense $ 2,977 71.2 % $ 441 20.1 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred taxes consist of the following (in thousands): December 31, 20 17 20 16 Deferred tax assets: Net operating loss carry forwards $ 1,313 $ 3,116 Federal Research and Development Credit 240 281 Deferred revenue 360 419 Allowance for doubtful accounts and other receivable 59 49 Share-based compensation expense 646 763 Foreign subsidiaries 588 471 Depreciation 360 529 Other 26 38 Federal Alternative Minimum Tax 156 116 Total deferred tax assets 3,748 5,782 Deferred tax liabilities: Goodwill 224 307 Capitalized software development costs 469 781 Total deferred tax liabilities 693 1,088 Net deferred tax es $ 3,055 $ 4,694 |
Summary of Income Tax Contingencies [Table Text Block] | Year Ended December 31, 20 17 20 16 Beginning balance $ 116 $ 116 Additions for tax provisions of prior years – – Ending balance $ 116 $ 116 |
Schedule Of Tax Reserves [Table Text Block] | Taxes Interest Penalty Total Tax Liability Domestic State $ 116 $ 49 $ 5 $ 170 Federal – – – – International – – – – Total reserve $ 116 $ 49 $ 5 $ 170 |
Note 7 - Commitments and Cont31
Note 7 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Year Amount 20 18 $ 2,103 2019 1,464 2020 1,188 2021 674 2022 387 Total $ 5,816 |
Note 11 - Related Party Trans32
Note 11 - Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Related Party Transactions [Table Text Block] | Year Ended December 31 , 201 7 201 6 Services provided by affiliates: Field Specialist expenses * $ 25,866 $ 22,749 Field administration expenses * $ 4,215 $ 4,276 Office and vehicle rental expenses (MPT) $ 62 $ 50 Vehicle rental expenses (MCPT) $ 1,146 $ 879 Office and vehicle rental expenses (MHT) $ 170 $ 121 Field administration expenses* (NDS Reklam) $ 2 $ 2 Consulting and administrative services (CON) $ 244 $ 309 Warehouse Rental (JFMD) $ 47 $ 10 Legal Services (KMSA) $ 10 $ 7 Total services provided by affiliates $ 31,762 $ 28,403 Due to affiliates consists of the following (in thousands): December 31 , 201 7 201 6 Loans from local investors: (1) Australia $ 250 $ 231 Mexico 1,001 1,001 Brazil 139 139 China 719 761 NMS LLC – 348 South Africa 24 – Accrued Expenses due to affiliates: SBS/SAS 893 869 Total due to affiliates $ 3,026 $ 3,349 |
Note 12 - Stock Based Compens33
Note 12 - Stock Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Expected volatility 45.0 % Expected dividend yields 0.0 % Expected term (in years) 5 Risk free interest rate 1.83 % Expected forfeiture rate 5.0 % |
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 (Years) (thousands) Outstanding at January 1, 2016 2,839,784 $ 1.04 5.17 $ 753 Granted 635,000 0.97 – – Exercised/cancelled 54,497 – – – Forfeited or expired 309,235 – – – Outstanding at December 31, 2016 3,111,052 $ 0.98 4.74 $ 678 Granted 943,000 1.05 – – Exercised/cancelled 110,187 0.87 – – Forfeited or expired 592,288 – – – Outstanding at December 31, 2017 3,351,577 $ 0.96 5.17 $ 1,221 Exercisable at December 31, 2017 2,234,327 $ 0.92 3.05 $ 1,000 |
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, 2016 183,450 $ 1.39 Granted 25,000 0.92 Vested (33,875 ) 1.46 Forfeited (42,575 ) 1.30 Unvested at December 31, 2016 132,000 1.32 Granted – – Vested (22,800 ) 1.53 Forfeited (40,800 ) 1.08 Unvested at December 31, 2017 68,400 $ 1.38 |
Note 13 - Segment Information (
Note 13 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Year Ended December 31, 2017 2016 Revenue, net: United States $ 52,273 $ 44,979 International 129,108 89,345 Total revenue $ 181,381 $ 134,324 Operating income (loss): United States $ 518 $ (53 ) International 3,572 2,255 Total operating income $ 4,090 $ 2,202 Interest expense : United States $ 221 $ 130 International 116 3 Total interest expense $ 337 $ 133 Other expense (income), net: United States $ 8 $ – International (409 ) (128 ) Total other (income), net $ (401 ) $ (128 ) I ncome (loss) before income tax expense: United States $ 289 $ (183 ) International 3,865 2,380 Total income before income tax expense $ 4,154 $ 2,197 Income tax expense (benefit): United States $ 1,956 $ (428 ) International 1,021 869 Total income tax expense $ 2,977 $ 441 Net (loss) income: United States $ (1,667 ) $ 245 International 2,844 1,511 Total net income $ 1,177 $ 1,756 Net income attributable to non-controlling interest: United States $ 99 $ 182 International 2,001 1,401 Total net income attributable to non-controlling interest $ 2,100 $ 1,583 Net (loss) income attributable to SPAR Group, Inc.: United States $ (1,766 ) $ 63 International 843 110 Total net (loss) income attributable to SPAR Group, Inc. $ (923 ) $ 173 Depreciation and amortization: United States $ 1,378 $ 1,356 International 748 744 Total depreciation and amortization $ 2,126 $ 2,100 Capital expenditures: United States $ 942 $ 991 International 506 564 Total capital expenditures $ 1,448 $ 1,555 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | December 31, 201 7 201 6 Assets: United States $ 17,511 $ 22,189 International 40,477 32,662 Total assets $ 57,988 $ 54,851 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | Year Ended December 31, 201 7 201 6 Net international revenues: % of consolidated net revenue % of consolidated net revenue Brazil $ 42,853 23.6 % $ 11,688 8.7 % South Africa 26,661 14.7 21,299 15.9 Mexico 22,128 12.2 20,809 15.5 China 11,045 6.1 12,290 9.1 Japan 8,125 4.5 6,919 5.2 India 7,308 4.0 5,865 4.4 Canada 6,913 3.8 6,725 5.0 Australia 3,798 2.1 3,435 2.6 Turkey 277 0.2 315 0.2 Total international revenue $ 129,108 71.2 % $ 89,345 66.6 % |
Reconciliation Of Long Lived Assets From Segments To Consolidated [Table Text Block] | Year Ended December 31 , 20 17 20 16 Long term and lived assets: United States $ 7,109 $ 9,065 International 4,057 3,494 Total long term and lived assets $ 11,166 $ 12,559 |
Note 14 - Purchase of Interes35
Note 14 - Purchase of Interests in Subsidiaries (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Cash $ 484 Net Working Capital, net of cash (155 ) Fixed Assets 22 Intangible Assets 336 Goodwill 133 Assumed Liabilities (419 ) Net Fair Value of Assets Acquired $ 401 |
Business Acquisition, Pro Forma Information [Table Text Block] | Revenue Net (Loss) Consolidated supplemental pro forma, Jan uary 1 to December 31, 2016 $ 156,475 $ (207 ) |
Note 15 - Net Income Per Share
Note 15 - Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, 20 17 20 16 Numerator: Net (loss) income attributable to SPAR Group, Inc. $ (923 ) $ 173 Denominator: Shares used in basic net income per share calculation 20,617 20,595 Effect of diluted securities: Stock options and unvested restricted shares - 714 Shares used in diluted net income per share calculations 20,617 21,309 Basic net (loss) income per common share: $ (0.04 ) $ 0.01 D iluted net (loss) income per common share: $ (0.04 ) $ 0.01 |
Note 17 - Capital Lease Oblig37
Note 17 - Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Capital Leased Assets [Table Text Block] | Start Date: Interest Rate Original Cost Accumulated Amortization Net Book Value at December 31, 2017 January 2017 5.8 % $ 76 $ 26 $ 50 August 2017 6.4 % $ 147 $ 20 $ 127 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Year Ending December 31, Amount 201 8 $ 82 201 9 82 20 20 31 Total 195 Less amount representing interest 15 Present value of net minimum lease payments included in accrued expenses and other current liabilities, and long term debt $ 180 |
Schedule II - Valuation and Q38
Schedule II - Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 of Period Year ended December 31, 2017: Deducted from asset accounts: Allowance for doubtful accounts $ 288 113 59 $ 342 Year ended December 31, 2016: Deducted from asset accounts: Allowance for doubtful accounts $ 542 347 601 $ 288 |
Note 1 - Basis and Organizati39
Note 1 - Basis and Organization (Details Textual) | 12 Months Ended |
Dec. 31, 2017 | |
Number of Reportable Segments | 2 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation - Percentage of the Company's Equity Ownership (Details) | Dec. 31, 2017 | |
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% | |
MEXICO | ||
Majority Interest Ownership Percentage By Parent | 51.00% | |
TURKEY | ||
Majority Interest Ownership Percentage By Parent | 51.00% | |
BRAZIL | ||
Majority Interest Ownership Percentage By Parent | 51.00% | [1] |
[1] | In September 2016, the Company established a new joint venture subsidiary in Brazil, see Note 14 to the Company's Consolidated Financial Statements - Purchase of Interests in Subsidiaries, below. This new subsidiary purchased stock in two Brazilian companies - New Momentum, Ltda. and New Momentum Servicos Temporarios Ltda. |
Note 2 - Summary of Significa41
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equity Method Investment, Ownership Percentage | 51.00% | |
Allowance for Doubtful Accounts Receivable | $ 342,000 | $ 288,000 |
Provision for Doubtful Accounts | 113,000 | 347,000 |
Depreciation, Amortization and Accretion, Net | 1,500,000 | 1,500,000 |
Capitalized Computer Software, Gross | 1,000,000 | 1,300,000 |
Capitalized Computer Software, Amortization | 1,200,000 | 1,200,000 |
Allocated Share-based Compensation Expense | 225,000 | $ 329,000 |
Reclassification of Deferred Tax Assets from Current Assets to Noncurrent Assets [Member] | December 31, 2016 [Member] | ||
Prior Period Reclassification Adjustment | 471,000 | |
Reclassification of Deferred Tax Liabilities to Noncurrent Assets [Member] | December 31, 2016 [Member] | ||
Prior Period Reclassification Adjustment | $ 2,400,000 | |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
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 |
Note 3 - Correction of Prior 42
Note 3 - Correction of Prior Period Financial Statements (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Reclassification Between Comprehensive Loss Attributable to SPAR Group, Inc. and Comprehensive Loss Attributable to Non-controlling Interest [Member] | Year Ended December 31, 2016 [Member] | |
Prior Period Reclassification Adjustment | $ 1.6 |
Note 3 - Correction of Prior 43
Note 3 - Correction of Prior Period Financial Statements - Adjustments to Prior Period Financials (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2016 | |
Accumulated other comprehensive loss | $ (1,690) | $ (2,407) | $ (1,853) |
Total SPAR Group, Inc. equity | 19,650 | 19,677 | 19,718 |
Non-controlling interest | 5,905 | 5,405 | 4,680 |
Comprehensive income attributable to non-controlling interest | (2,698) | (1,011) | |
Comprehensive loss attributable to SPAR Group, Inc. | $ (206) | (381) | |
Scenario, Previously Reported [Member] | |||
Accumulated other comprehensive loss | (3,995) | (2,869) | |
Total SPAR Group, Inc. equity | 18,089 | 18,702 | |
Non-controlling interest | 6,993 | 5,696 | |
Comprehensive income attributable to non-controlling interest | (1,583) | ||
Comprehensive loss attributable to SPAR Group, Inc. | (953) | ||
Restatement Adjustment [Member] | |||
Accumulated other comprehensive loss | 1,588 | 1,016 | |
Total SPAR Group, Inc. equity | 1,588 | 1,016 | |
Non-controlling interest | (1,588) | $ (1,016) | |
Comprehensive income attributable to non-controlling interest | 572 | ||
Comprehensive loss attributable to SPAR Group, Inc. | $ 572 |
Note 4 - Supplemental Balance44
Note 4 - Supplemental Balance Sheet Information (in Thousands) (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets, Gross | $ 4,015,000 | $ 4,280,000 |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Customer Contracts And Lists [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 4,000,000 | |
Customer Relationships [Member] | ||
Amortization of Intangible Assets | $ 628,000 | $ 549,000 |
Note 4 - Supplemental Balance45
Note 4 - Supplemental Balance Sheet Information (in Thousands) - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts receivable | $ 36,306 | $ 33,957 |
Less allowance for doubtful accounts | (342) | (288) |
Accounts Receivable, net | 35,964 | 33,669 |
Trade Accounts Receivable [Member] | ||
Accounts receivable | 29,437 | 28,103 |
Unbilled [Member] | ||
Accounts receivable | 5,863 | 4,805 |
Non-Trade [Member] | ||
Accounts receivable | $ 1,006 | $ 1,049 |
Note 4 - Supplemental Balance46
Note 4 - Supplemental Balance Sheet Information (in Thousands) - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property and equipment | $ 17,787 | $ 16,262 |
Less accumulated depreciation and amortization | (15,075) | (13,726) |
Property and equipment, net | 2,712 | 2,536 |
Equipment [Member] | ||
Property and equipment | 5,873 | 5,588 |
Furniture and Fixtures [Member] | ||
Property and equipment | 853 | 741 |
Leaseholds and Leasehold Improvements [Member] | ||
Property and equipment | 267 | 267 |
Software Development [Member] | ||
Property and equipment | $ 10,794 | $ 9,666 |
Note 4 - Supplemental Balance47
Note 4 - Supplemental Balance Sheet Information (in Thousands) - Goodwill Rollforward (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Balance | $ 1,847 |
Change in goodwill due to impact of foreign currency | 11 |
Balance | 1,836 |
UNITED STATES | |
Balance | 1,188 |
Change in goodwill due to impact of foreign currency | |
Balance | 1,188 |
International [Member] | |
Balance | 659 |
Change in goodwill due to impact of foreign currency | 11 |
Balance | $ 648 |
Note 4 - Supplemental Balance48
Note 4 - Supplemental Balance Sheet Information (in Thousands) - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets, Gross | $ 4,015 | $ 4,280 |
Less accumulated amortization | (2,381) | (1,940) |
Total | $ 1,634 | $ 2,340 |
Note 4 - Supplemental Balance49
Note 4 - Supplemental Balance Sheet Information (in Thousands) - Annual Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
2,018 | $ 339 | |
2,019 | 306 | |
2,020 | 306 | |
2,021 | 273 | |
2,022 | 182 | |
Thereafter | 228 | |
Total | $ 1,634 | $ 2,340 |
Note 4 - Supplemental Balance50
Note 4 - Supplemental Balance Sheet Information (in Thousands) - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Taxes payable | $ 2,304 | $ 2,167 |
Accrued salaries and wages | 3,791 | 3,664 |
Accrued accounting and legal expenses | 3,240 | 2,360 |
Uncertain tax position reserves | 170 | 164 |
Dividend payable to partners | 1,042 | |
Other | 3,034 | 1,411 |
Accrued expenses and other current liabilities | $ 13,581 | $ 9,766 |
Note 5 - Credit Facilities (Det
Note 5 - Credit Facilities (Details Textual) R$ in Millions, $ in Millions | Dec. 22, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017MXN ($) | Dec. 31, 2017AUD ($) | Dec. 31, 2017BRL (R$) | Mar. 03, 2017USD ($) |
Line of Credit Facility, Interest Rate at Period End | ||||||
National Australia Bank [Member] | ||||||
Line of Credit Facility, Interest Rate at Period End | 6.30% | 6.30% | 6.30% | 6.30% | ||
Itau Bank [Member] | ||||||
Line of Credit Facility, Interest Rate at Period End | 46.20% | 46.20% | 46.20% | 46.20% | ||
Daycoval Bank [Member] | ||||||
Line of Credit Facility, Interest Rate at Period End | 16.20% | 16.20% | 16.20% | 16.20% | ||
Sterling Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 9,000,000 | $ 9,000,000 | $ 9,000,000 | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.125% | |||||
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability | 85.00% | 85.00% | 85.00% | 85.00% | ||
Line of Credit Facility, Covenant Terms, Minimum Tangible Net Worth | $ 7,400,000 | |||||
Line of Credit Facility, Covenant Terms, Minimum Consolidated Tangible Net Worth | $ 10,000,000 | |||||
Line of Credit Facility, Covenant Terms, Percent of Increase in Net Profit | 50.00% | |||||
Line of Credit Facility, Covenant Terms, Maximum Indebtedness to Tangible Net Worth Ratio | 3 | 3 | 3 | 3 | ||
Line of Credit Facility, Covenant Terms, Minimum Fixed Charge Coverage Ratio | 1.5 | 1.5 | 1.5 | 1.5 | ||
Line of Credit Facility, Covenant Terms, Maximum Capital Expenditures | $ 2,000,000 | |||||
Sterling Credit Facility [Member] | Prime Rate [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | 0.50% | ||||
Revolving Credit Facility [Member] | National Australia Bank [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 624,000 | $ 800,000 | ||||
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability | 80.00% | 80.00% | 80.00% | 80.00% | ||
Revolving Credit Facility [Member] | Itau Bank [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,200,000 | R$ 4 | ||||
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability | 80.00% | 80.00% | 80.00% | 80.00% | ||
Revolving Credit Facility [Member] | Daycoval Bank [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,500,000 | R$ 5 | ||||
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability | 80.00% | 80.00% | 80.00% | 80.00% | ||
Revolving Credit Facility [Member] | BBVA Bancomer Bank [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 254,000 | $ 5 | ||||
Line of Credit Facility, Interest Rate at Period End | 11.60% | 11.60% | 11.60% | 11.60% | ||
Revolving Credit Facility [Member] | Interbank Interest Rate [Member] | BBVA Bancomer Bank [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 4.00% |
Note 5 - Credit Facilities - Su
Note 5 - Credit Facilities - Summary of Credit and Other Debt Facilities (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Line of Credit Facility, Interest Rate at Period End | |
2,018 | $ 6,839 |
Sterling Credit Facility [Member] | |
Line of Credit Facility, Interest Rate at Period End | 5.00% |
2,018 | $ 5,470 |
National Australia Bank [Member] | |
Line of Credit Facility, Interest Rate at Period End | 6.30% |
2,018 | $ 205 |
Itau Bank [Member] | |
Line of Credit Facility, Interest Rate at Period End | 46.20% |
2,018 | $ 151 |
Daycoval Bank [Member] | |
Line of Credit Facility, Interest Rate at Period End | 16.20% |
2,018 | $ 1,013 |
Note 5 - Credit Facilities - Un
Note 5 - Credit Facilities - Unused Availability (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Unused Availability | $ 6,069 | $ 1,429 |
UNITED STATES | ||
Unused Availability | 3,530 | 500 |
AUSTRALIA | ||
Unused Availability | 731 | 688 |
BRAZIL | ||
Unused Availability | 1,554 | |
MEXICO | ||
Unused Availability | $ 254 | $ 241 |
Note 6 - Income Taxes (Details
Note 6 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 1,043,000 | |
One-Time Transition Tax Charge | 798,000 | |
Operating Loss Carryforwards | 5,300,000 | $ 7,700,000 |
Operating Loss Carryforwards Limitation on Use Amount | $ 657,500 | |
Earliest Tax Year [Member] | ||
Open Tax Year | 2,013 | |
Second Subsidiary Acquired March 2010 [Member] | ||
Operating Loss Carryforwards | $ 300,000 |
Note 6 - Income Taxes - Income
Note 6 - Income Taxes - Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Domestic | $ 289 | $ (183) |
Foreign | 3,865 | 2,380 |
Total: | $ 4,154 | $ 2,197 |
Note 6 - Income Taxes - Incom56
Note 6 - Income Taxes - Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Federal | $ 79 | $ 48 |
Foreign | 1,131 | 810 |
State | 128 | 9 |
Federal | 1,571 | (435) |
Foreign | (117) | 60 |
State | 185 | (51) |
Net expense | $ 2,977 | $ 441 |
Note 6 - Income Taxes - Incom57
Note 6 - Income Taxes - Income Taxes Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Provision for income taxes at federal statutory rate | $ 1,421 | $ 747 |
Provision for income taxes at federal statutory rate, rate | 34.00% | 34.00% |
State income taxes, net of federal benefit | $ 17 | $ (45) |
State income taxes, net of federal benefit, rate | 0.40% | (2.10%) |
Permanent differences | $ 85 | $ 68 |
Permanent differences, rate | 2.10% | 3.10% |
Federal Research and Development Credit | $ 41 | $ (89) |
Federal Research and Development Credit, rate | 1.00% | (4.00%) |
Foreign tax rate differential | $ 494 | $ 242 |
Foreign tax rate differential | 11.80% | 11.00% |
Foreign dividend tax | $ 798 | |
Foreign dividend tax, rate | 19.00% | |
Reduction in deferred tax asset – Reduction of corporate tax rate | $ 1,043 | |
Reduction in deferred tax asset – Reduction of corporate tax rate, rate | 24.80% | |
Other | $ 66 | $ 2 |
Other | 1.70% | 0.10% |
Net expense | $ 2,977 | $ 441 |
Net expense, rate | 71.20% | 20.10% |
Note 6 - Income Taxes - Deferre
Note 6 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 1,313 | $ 3,116 |
Federal Research and Development Credit | 240 | 281 |
Deferred revenue | 360 | 419 |
Allowance for doubtful accounts and other receivable | 59 | 49 |
Share-based compensation expense | 646 | 763 |
Foreign subsidiaries | 588 | 471 |
Depreciation | 360 | 529 |
Other | 26 | 38 |
Federal Alternative Minimum Tax | 156 | 116 |
Total deferred tax assets | 3,748 | 5,782 |
Deferred tax liabilities: | ||
Goodwill | 224 | 307 |
Capitalized software development costs | 469 | 781 |
Total deferred tax liabilities | 693 | 1,088 |
Net deferred taxes | $ 3,055 | $ 4,694 |
Note 6 - Income Taxes - Reconci
Note 6 - Income Taxes - Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Unrecognized tax benefits | $ 116 | $ 116 |
Additions for tax provisions of prior years | ||
Unrecognized tax benefits | $ 116 | $ 116 |
Note 6 - Income Taxes - Tax Res
Note 6 - Income Taxes - Tax Reserves (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Unrecognized Tax Benefits | $ 116 | $ 116 | $ 116 |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 49 | ||
Unrecognized Tax Benefits, Penalty on Income Taxes Accrued | 5 | ||
Taxes Payable | 170 | ||
State and Local Jurisdiction [Member] | |||
Unrecognized Tax Benefits | 116 | ||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 49 | ||
Unrecognized Tax Benefits, Penalty on Income Taxes Accrued | 5 | ||
Taxes Payable | 170 | ||
Domestic Tax Authority [Member] | |||
Unrecognized Tax Benefits | |||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | |||
Unrecognized Tax Benefits, Penalty on Income Taxes Accrued | |||
Taxes Payable | |||
Foreign Tax Authority [Member] | |||
Unrecognized Tax Benefits | |||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | |||
Unrecognized Tax Benefits, Penalty on Income Taxes Accrued | |||
Taxes Payable |
Note 7 - Commitments and Cont61
Note 7 - Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Leases, Rent Expense | $ 1,806,000 | $ 1,550,000 |
SBS [Member] | ||
Related Party Transaction, Reimbursement of Legal Expenses from Transaction with Related Party | $ 193,000 | $ 736,000 |
SBS [Member] | Domestic Merchandising Specialists Field Force [Member] | ||
Percent Of Service Provided By Related Party | 77.00% | 79.00% |
Payments for Related Party Services | $ 25,900,000 | $ 22,700,000 |
Equipment [Member] | ||
Operating Leases, Rent Expense | $ 163,000 | $ 164,000 |
Note 7 - Commitments and Cont62
Note 7 - Commitments and Contingencies - Future Minimum Commitments Under Non-cancelable Operating Lease Arrangements (Details) $ in Thousands | Dec. 31, 2017USD ($) |
2,018 | $ 2,103 |
2,019 | 1,464 |
2,020 | 1,188 |
2,021 | 674 |
2,022 | 387 |
Total | $ 5,816 |
Note 8 - Treasury Stock (Detail
Note 8 - Treasury Stock (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2017 | Nov. 10, 2017 | |
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 500,000 | 500,000 |
Treasury Stock, Shares, Acquired | 532,235 |
Note 9 - Preferred Stock (Detai
Note 9 - Preferred Stock (Details Textual) - $ / shares | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2011 | Dec. 31, 2010 | |
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 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | ||
Preferred Stock, Shares Issued | 0 | 0 | ||
Series A Preferred Stock [Member] | ||||
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 | |||
Preferred Stock, Shares Issued | 0 |
Note 10 - Retirement Plans (Det
Note 10 - Retirement Plans (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 50,000 | $ 75,000 |
Note 11 - Related Party Trans66
Note 11 - Related Party Transactions (Details Textual) | Sep. 14, 2016USD ($) | Sep. 14, 2016BRL (R$) | Sep. 13, 2016 | Sep. 08, 2016USD ($) | May 31, 2016 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017 |
Related Party Transaction, Expenses from Transactions with Related Party | $ 31,762,000 | $ 28,403,000 | ||||||
Payments for Cash Collateral Deposit, Allocated to Non-Related Party | 180,324 | |||||||
Affinity Insurance [Member] | ||||||||
Payments for Cash Collateral Deposits | $ 965,023 | |||||||
SGRP Holdings [Member] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||
Payments to Acquire Businesses, Gross | $ 1 | |||||||
Business Acquisition, Transaction Costs | $ 49,000 | |||||||
Merhold Property Trust [Member] | ||||||||
Number Of Vehicles Subleased | 2 | |||||||
Number Of Vehicles Leased | 126 | |||||||
Lessee, Operating Lease, Term of Contract | 4 years | |||||||
SGRP Holdings [Member] | SPAR BSMT Joint Venture [Member] | ||||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 51.00% | 51.00% | ||||||
JKC [Member] | SPAR BSMT Joint Venture [Member] | ||||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 39.00% | 39.00% | ||||||
EILLC [Member] | SPAR BSMT Joint Venture [Member] | ||||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 10.00% | 10.00% | ||||||
JV Agreement [Member] | SPAR BSMT [Member] | ||||||||
Number of Directors | 5 | |||||||
Loan From SGRP Holdings on Behalf of EILLC [Member] | SPAR BSMT [Member] | ||||||||
Proceeds from Related Party Debt | $ 37,200 | R$ 116326 | ||||||
SBS [Member] | ||||||||
Number of Merchandising Specialists | 10,700 | |||||||
Number of National, Regional, and District Administrators | 57 | |||||||
Related Party Transaction, Reimbursement of Legal Expenses from Transaction with Related Party | $ 193,000 | 736,000 | ||||||
Payments for Cash Collateral Deposits, Allocated to Related Party | 378,838 | |||||||
SBS [Member] | Domestic Merchandising Specialists Field Force [Member] | ||||||||
Payments for Related Party Services | $ 25,900,000 | $ 22,700,000 | ||||||
Percent Of Service Provided By Related Party | 77.00% | 79.00% | ||||||
SBS [Member] | Domestic Field Management [Member] | ||||||||
Payments for Related Party Services | $ 4,200,000 | $ 4,300,000 | ||||||
Percent Of Service Provided By Related Party | 91.00% | 92.00% | ||||||
SBS [Member] | Cost Plus Fees [Member] | ||||||||
Related Party Transaction, Rate | 4.00% | 2.96% | 2.00% | |||||
Related Party Transaction, Overpayment Amount | $ 1,000,000 | |||||||
SBS And SAS [Member] | Domestic Field Management [Member] | ||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 30,100,000 | $ 27,000,000 | ||||||
NRS [Member] | ||||||||
Majority Interest Ownership Percentage By Parent | 51.00% | 51.00% | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | 49.00% | ||||||
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] | Merhold Property Trust [Member] | ||||||||
Related Party Ownership Percentage | 50.00% | |||||||
Mr. Mason [Member] | Merhold Holding Trust [Member] | ||||||||
Related Party Ownership Percentage | 46.70% | |||||||
Mr. Mason and Mr. Bristow [Member] | Merhold Cape Property Trust [Member] | ||||||||
Related Party Ownership Percentage | 50.00% | |||||||
Mr. Bristow [Member] | Merhold Holding Trust [Member] | ||||||||
Related Party Ownership Percentage | 20.00% | |||||||
Mr. Wingfield [Member] | Merhold Holding Trust [Member] | ||||||||
Related Party Ownership Percentage | 33.30% | |||||||
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% | ||||||
Mr. Juan F. Medina Domenzain [Member] | CON [Member] | ||||||||
Related Party Ownership Percentage | 90.00% | |||||||
SPAR InfoTech, Inc. [Member] | Assistance Provided in Connection to Brazilian Acquisition [Member] | ||||||||
Related Party Transaction, Amounts of Transaction | $ 49,000 | |||||||
SAS [Member] | ||||||||
Payments for Cash Collateral Deposits, Allocated to Related Party | $ 109,387 | |||||||
SMF [Member] | ||||||||
Payments for Cash Collateral Deposits, Allocated to Related Party | 296,474 | |||||||
SAS, SBS, and SMF [Member] | Affinity Insurance [Member] | ||||||||
Estimated Reimbursement on Advances | $ 675,000 | |||||||
SGRP Holdings [Member] | JV Agreement [Member] | SPAR BSMT [Member] | ||||||||
Number of Directors | 3 | |||||||
Proceeds from Related Party Debt | 448,000 | 1,400,000 | ||||||
SGRP Holdings [Member] | Loan Agreement [Member] | JKC [Member] | ||||||||
Proceeds from Related Party Debt | 38,700 | 120,423 | ||||||
SPAR BSMT [Member] | JV Agreement [Member] | JKC [Member] | ||||||||
Number of Directors | 1 | |||||||
EILLC [Member] | JV Agreement [Member] | SPAR BSMT [Member] | ||||||||
Number of Directors | 1 | |||||||
JKC [Member] | JV Agreement [Member] | SPAR BSMT [Member] | ||||||||
Proceeds from Related Party Debt | $ 145,175 | R$ 453673 |
Note 11 - Related Party Trans67
Note 11 - Related Party Transactions - Transactions Between the Company and Affiliates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Services provided by affiliates | $ 31,762 | $ 28,403 | |
Due to affiliates | 3,026 | 3,349 | |
Loans Due to Affiliates [Member] | Local Investors in Australia [Member] | |||
Due to affiliates | [1] | 250 | 231 |
Loans Due to Affiliates [Member] | Local Investors in Mexico [Member] | |||
Due to affiliates | [1] | 1,001 | 1,001 |
Loans Due to Affiliates [Member] | Local Investors in Brazil [Member] | |||
Due to affiliates | [1] | 139 | 139 |
Loans Due to Affiliates [Member] | Local Investors in China [Member] | |||
Due to affiliates | [1] | 719 | 761 |
Loans Due to Affiliates [Member] | NMS LLC [Member] | |||
Due to affiliates | [1] | 348 | |
Loans Due to Affiliates [Member] | Local Investors In South Africa [Member] | |||
Due to affiliates | [1] | 24 | |
Accrued Expenses Due to Affiliates [Member] | SBS [Member] | |||
Due to affiliates | 893 | 869 | |
Field Merchandiser Services SBS [Member] | |||
Services provided by affiliates | [2] | 25,866 | 22,749 |
Field Administration Expenses SAS [Member] | |||
Services provided by affiliates | [2] | 4,215 | 4,276 |
Office And Vehicle Rental MPT [Member] | |||
Services provided by affiliates | 62 | 50 | |
Vehicle Rental MCPT [Member] | |||
Services provided by affiliates | 1,146 | 879 | |
Office And Vehicle Rental MHT [Member] | |||
Services provided by affiliates | 170 | 121 | |
Field Merchandiser Services NDS Reklam [Member] | |||
Services provided by affiliates | [2] | 2 | 2 |
Consulting and Administrative Services (CON) [Member] | |||
Services provided by affiliates | 244 | 309 | |
Warehouse Rental (JFMD) [Member] | |||
Services provided by affiliates | 47 | 10 | |
Legal Services (KMSA) [Member] | |||
Services provided by affiliates | $ 10 | $ 7 | |
[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. | ||
[2] | Includes substantially all overhead (in the case of SAS and SBS), or related overhead, plus any applicable markup. |
Note 12 - Stock Based Compens68
Note 12 - Stock Based Compensation Plans (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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% | |
Allocated Share-based Compensation Expense | $ 225,000 | $ 329,000 |
Restricted Stock [Member] | ||
Allocated Share-based Compensation Expense | 38,000 | 50,000 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 14,000 | $ 19,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 16,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 25,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 24,000 | $ 34,000 |
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% | |
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 | 365,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.47 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 16,000 | 33,000 |
Allocated Share-based Compensation Expense | 187,000 | 279,000 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 71,000 | $ 106,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 472,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | |
The 2008 Plan [Member] | I S O Granted To Greater Than 10 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 | 0 |
Note 12 - Stock Based Compens69
Note 12 - Stock Based Compensation Plans - Valuation Assumptions (Details) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Expected volatility | 45.00% |
Expected dividend yields | 0.00% |
Expected term (in years) (Year) | 5 years |
Risk free interest rate | 1.83% |
Expected forfeiture rate | 5.00% |
Note 12 - Stock Based Compens70
Note 12 - Stock Based Compensation Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Covered Shares (in shares) | 3,111,052 | 2,839,784 | |
Weighted- Average Exercise Price (in dollars per share) | $ 0.98 | $ 1.04 | |
Weighted- Average Remaining Contractual Term (Year) | 5 years 62 days | 4 years 270 days | 5 years 62 days |
Aggregate Intrinsic Value | $ 1,221 | $ 678 | $ 753 |
Granted Shares (in shares) | 943,000 | 635,000 | |
Granted, weighted-average exercise price (in dollars per share) | $ 1.05 | $ 0.97 | |
Exercised/cancelled, covered shares (in shares) | 110,187 | 54,497 | |
Exercised/cancelled, weighted-average exercise price (in dollars per share) | $ 0.87 | ||
Forfeited or expired, covered shares (in shares) | 592,288 | 309,235 | |
Forfeited or expired, weighted-average exercise price (in dollars per share) | |||
Covered Shares (in shares) | 3,351,577 | 3,111,052 | 2,839,784 |
Weighted- Average Exercise Price (in dollars per share) | $ 0.96 | $ 0.98 | $ 1.04 |
Exercisable at December 31, 2017 (in shares) | 2,234,327 | ||
Exercisable at December 31, 2017 (in dollars per share) | $ 0.92 | ||
Exercisable at December 31, 2017 (Year) | 3 years 18 days | ||
Exercisable at December 31, 2017 | $ 1,000 |
Note 12 - Stock Based Compens71
Note 12 - Stock Based Compensation Plans - Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Unvested shares (in shares) | 132,000 | 183,450 | |
Weighted-Average Grant Date Fair Value per Share, Unvested (in dollars per share) | $ 1.32 | $ 1.39 | |
Granted shares (in shares) | 25,000 | ||
Weighted-Average Grant Date Fair Value per Share, Granted (in dollars per share) | $ 0.92 | ||
Vested shares (in shares) | (22,800) | (33,875) | |
Weighted-Average Grant Date Fair Value per Share, Vested (in dollars per share) | $ 1.53 | $ 1.46 | |
Forfeited shares (in shares) | (40,800) | [1] | (42,575) |
Weighted-Average Grant Date Fair Value per Share, Forefeited (in dollars per share) | $ 1.08 | $ 1.30 | |
Unvested shares (in shares) | 68,400 | 132,000 | |
Weighted-Average Grant Date Fair Value per Share, Unvested (in dollars per share) | $ 1.38 | $ 1.32 | |
[1] | 41,825 of CY forfeitures and 9,325 related to PY |
Note 13 - Segment Information72
Note 13 - Segment Information (Details Textual) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Number of Reportable Segments | 2 | |
Revenue, Net | $ 181,381 | $ 134,324 |
Intersegment Eliminations [Member] | ||
Revenue, Net | $ 0 | $ 0 |
Note 13 - Segment Information -
Note 13 - Segment Information - Segment Reporting Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue, Net | $ 181,381 | $ 134,324 |
Operating income (loss) | 4,090 | 2,202 |
Interest expense | 337 | 133 |
Other income, net | (401) | (128) |
Total: | 4,154 | 2,197 |
Net expense | 2,977 | 441 |
Net income (loss) from continuing operations | 1,177 | 1,756 |
Net income attributable to non-controlling interest | (2,100) | (1,583) |
Net Income attributable to non-controlling interests | 2,100 | 1,583 |
Net income attributable to SPAR Group, Inc. | (923) | 173 |
Depreciation and amortization | 2,126 | 2,100 |
Total Capital expenditures | 1,448 | 1,555 |
UNITED STATES | ||
Revenue, Net | 52,273 | 44,979 |
Operating income (loss) | 518 | (53) |
Interest expense | 221 | 130 |
Other income, net | 8 | |
Total: | 289 | (183) |
Net expense | 1,956 | (428) |
Net income (loss) from continuing operations | (1,667) | 245 |
Net income attributable to non-controlling interest | 99 | 182 |
Net Income attributable to non-controlling interests | (99) | (182) |
Net income attributable to SPAR Group, Inc. | (1,766) | 63 |
Depreciation and amortization | 1,378 | 1,356 |
Total Capital expenditures | 942 | 991 |
International [Member] | ||
Revenue, Net | 129,108 | 89,345 |
Operating income (loss) | 3,572 | 2,255 |
Interest expense | 116 | 3 |
Other income, net | (409) | (128) |
Total: | 3,865 | 2,380 |
Net expense | 1,021 | 869 |
Net income (loss) from continuing operations | 2,844 | 1,511 |
Net income attributable to non-controlling interest | 2,001 | 1,401 |
Net Income attributable to non-controlling interests | (2,001) | (1,401) |
Net income attributable to SPAR Group, Inc. | 843 | 110 |
Depreciation and amortization | 748 | 744 |
Total Capital expenditures | $ 506 | $ 564 |
Note 13 - Segment Information74
Note 13 - Segment Information - Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | $ 57,988 | $ 54,851 |
UNITED STATES | ||
Assets | 17,511 | 22,189 |
International [Member] | ||
Assets | $ 40,477 | $ 32,662 |
Note 13 - Segment Information75
Note 13 - Segment Information - Geographic Data (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue, Net | $ 181,381 | $ 134,324 |
BRAZIL | ||
Revenue, Net | $ 42,853 | $ 11,688 |
% of consolidated net revenue | 23.60% | 8.70% |
SOUTH AFRICA | ||
Revenue, Net | $ 26,661 | $ 21,299 |
% of consolidated net revenue | 14.70% | 15.90% |
MEXICO | ||
Revenue, Net | $ 22,128 | $ 20,809 |
% of consolidated net revenue | 12.20% | 15.50% |
CHINA | ||
Revenue, Net | $ 11,045 | $ 12,290 |
% of consolidated net revenue | 6.10% | 9.10% |
JAPAN | ||
Revenue, Net | $ 8,125 | $ 6,919 |
% of consolidated net revenue | 4.50% | 5.20% |
INDIA | ||
Revenue, Net | $ 7,308 | $ 5,865 |
% of consolidated net revenue | 4.00% | 4.40% |
CANADA | ||
Revenue, Net | $ 6,913 | $ 6,725 |
% of consolidated net revenue | 3.80% | 5.00% |
AUSTRALIA | ||
Revenue, Net | $ 3,798 | $ 3,435 |
% of consolidated net revenue | 2.10% | 2.60% |
TURKEY | ||
Revenue, Net | $ 277 | $ 315 |
% of consolidated net revenue | 0.20% | 0.20% |
International [Member] | ||
Revenue, Net | $ 129,108 | $ 89,345 |
% of consolidated net revenue | 71.20% | 66.60% |
Note 13 - Segment Information76
Note 13 - Segment Information - Long Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long lived assets | $ 11,166 | $ 12,559 |
UNITED STATES | ||
Long lived assets | 7,109 | 9,065 |
International [Member] | ||
Long lived assets | $ 4,057 | $ 3,494 |
Note 14 - Purchase of Interes77
Note 14 - Purchase of Interests in Subsidiaries (Details Textual) | Sep. 13, 2016USD ($) | Sep. 13, 2016BRL (R$) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) |
Sublease Agreement [Member] | ||||
Lessee, Operating Lease, Term of Contract | 1 year | 1 year | ||
Operating Lease, Monthly Rent | $ 65,700 | R$ 205417 | ||
NM Acquisition [Member] | SPAR BSMT [Member] | ||||
Business Acquisition, Number of Acquired Entity | 2 | 2 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 99.00% | 99.00% | ||
NM Acquisition [Member] | SGRP Holdings [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 1.00% | 1.00% | ||
NM Acquisition [Member] | SGRP Holdings and SPAR BSMT [Member] | ||||
Business Combination, Consideration Transferred | $ 401,000 | R$ 1312000 | ||
Brazil Acquisition [Member] | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 11,700,000 | $ 156,475,000 | ||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 144,000 | $ (207,000) |
Note 14 - Purchase of Interes78
Note 14 - Purchase of Interests in Subsidiaries - Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 13, 2016 |
Goodwill | $ 1,836 | $ 1,847 | |
NM Acquisition [Member] | SGRP Holdings and SPAR BSMT [Member] | |||
Cash | $ 484 | ||
Net Working Capital, net of cash | (155) | ||
Fixed Assets | 22 | ||
Intangible Assets | 336 | ||
Goodwill | 133 | ||
Assumed Liabilities | (419) | ||
Net Fair Value of Assets Acquired | $ 401 |
Note 14 - Purchase of Interes79
Note 14 - Purchase of Interests in Subsidiaries - Consolidated Statement of Income, Pro Forma (Details) - Brazil Acquisition [Member] - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Dec. 31, 2017 | |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 11,700,000 | $ 156,475,000 |
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 144,000 | $ (207,000) |
Note 15 - Net Income Per Shar80
Note 15 - Net Income Per Share (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 380,000 | 1,000,000 |
Note 15 - Net Income Per Shar81
Note 15 - Net Income Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net (loss) income attributable to SPAR Group, Inc. | $ (923) | $ 173 |
Shares used in basic net income per share calculation (in shares) | 20,617 | 20,595 |
Stock options and unvested restricted shares (in shares) | 714 | |
Shares used in diluted net income per share calculations (in shares) | 20,617 | 21,309 |
Basic net (loss) income per common share: (in dollars per share) | $ (0.04) | $ 0.01 |
Diluted net (loss) income per common share: (in dollars per share) | $ (0.04) | $ 0.01 |
Note 16 - Subsequent Events (De
Note 16 - Subsequent Events (Details Textual) - USD ($) | Jan. 16, 2018 | Jan. 09, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Payments to Acquire Businesses, Net of Cash Acquired | $ 401,000 | |||
Line of Credit Facility, Interest Rate at Period End | ||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | PNC Credit Facility [Member] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 9,000,000 | |||
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability | 85.00% | |||
Proceeds from Long-term Lines of Credit | $ 7,600,000 | |||
Subsequent Event [Member] | Revolving Credit Facility [Member] | PNC Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||
Line of Credit Facility, Interest Rate at Period End | 4.06% | |||
Subsequent Event [Member] | Mr. Justus [Member] | ||||
Employment Agreement, Base Salary | $ 200,000 | |||
Subsequent Event [Member] | Mr. Paulk [Member] | ||||
Debt Instrument, Periodic Payment, Principal | $ 300,000 | |||
Debt Instrument, Maturity Date | Dec. 31, 2023 | |||
Subsequent Event [Member] | Mr. Justus [Member] | ||||
Debt Instrument, Periodic Payment, Principal | $ 33,333 | |||
Debt Instrument, Maturity Date | Dec. 31, 2020 | |||
Subsequent Event [Member] | Resource Plus, Inc [Member] | BDA [Member] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 70.00% | |||
Resource Plus, Inc [Member] | Subsequent Event [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | |||
Resource Plus, Inc [Member] | Subsequent Event [Member] | Mr. Paulk [Member] | ||||
Business Combination, Consideration Transferred | $ 3,000,000 | |||
Payments to Acquire Businesses, Net of Cash Acquired | 400,000 | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 2,600,000 | |||
Resource Plus, Inc [Member] | Subsequent Event [Member] | Mr. Justus [Member] | ||||
Business Combination, Consideration Transferred | 150,000 | |||
Payments to Acquire Businesses, Net of Cash Acquired | 50,000 | |||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 100,000 | |||
Mobex [Member] | Subsequent Event [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | |||
Leasex [Member] | Subsequent Event [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% |
Note 17 - Capital Lease Oblig83
Note 17 - Capital Lease Obligations - Capital Lease Assets Balances (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Lease Starting January 2017 [Member] | |
Original Cost | $ 76 |
Accumulated Amortization | 26 |
Net book value | 50 |
Lease Starting August 2017 [Member] | |
Original Cost | 147 |
Accumulated Amortization | 20 |
Net book value | $ 127 |
Capital Lease Obligations [Member] | Lease Starting January 2017 [Member] | |
Interest Rate | 5.80% |
Capital Lease Obligations [Member] | Lease Starting August 2017 [Member] | |
Interest Rate | 6.40% |
Note 17 - Capital Lease Oblig84
Note 17 - Capital Lease Obligations - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
2,018 | $ 82 |
2,019 | 82 |
2,020 | 31 |
Total | 195 |
Less amount representing interest | 15 |
Present value of net minimum lease payments included in accrued expenses and other current liabilities, and long term debt | $ 180 |
Schedule II - Valuation and Q85
Schedule II - Valuation and Qualifying Accounts - Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Allowance for doubtful accounts | $ 288 | $ 542 | |
Recovered from/charged to costs and expenses | 113 | 347 | |
Deductions, Allowance for doubtful accounts | [1] | 59 | 601 |
Allowance for doubtful accounts | $ 342 | $ 288 | |
[1] | Uncollectible accounts written off, net of recoveries |