Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001004989 | ||
Entity Registrant Name | SPAR GROUP, Inc. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 0-27408 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 33-0684451 | ||
Entity Address, Address Line One | 1910 Opdyke Court | ||
Entity Address, City or Town | Auburn Hills | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 48326 | ||
City Area Code | 248 | ||
Local Phone Number | 364-7727 | ||
Title of 12(b) Security | Common Stock, par value $.01 per share | ||
Trading Symbol | SGRP | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 13,000,000 | ||
Entity Common Stock, Shares Outstanding | 21,845,414 | ||
Auditor Name | BDO USA, LLP | ||
Auditor Location | Troy, Michigan | ||
Auditor Firm ID | 243 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net revenues | $ 261,268 | $ 255,719 |
Related Party - Cost of revenues | 8,804 | 7,401 |
Cost of revenues | 201,452 | 200,796 |
Gross profit | 51,012 | 47,522 |
Selling, general and administrative expense | 41,135 | 36,778 |
Majority stockholders change in control agreement | 0 | 4,478 |
Depreciation and amortization | 2,033 | 2,083 |
Impairment of goodwill | 2,458 | 0 |
Operating income | 5,386 | 4,183 |
Interest expense, net | 965 | 585 |
Other income, net | (482) | (510) |
Income before income tax expense | 4,903 | 4,108 |
Income tax expense | 2,777 | 2,108 |
Net income | 2,126 | 2,000 |
Net income attributable to noncontrolling interest | (2,858) | (3,779) |
Net loss attributable to SPAR Group, Inc. | $ (732) | $ (1,779) |
Basic loss per common share attributable to SPAR Group, Inc. (in dollars per share) | $ (0.03) | $ (0.08) |
Diluted loss per common share attributable to SPAR Group, Inc. (in dollars per share) | $ (0.03) | $ (0.08) |
Weighted- average common shares outstanding – basic (in shares) | 22,109,780 | 21,266,264 |
Weighted- average common shares outstanding – diluted (in shares) | 22,109,780 | 21,266,264 |
Net income | $ 2,126 | $ 2,000 |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (391) | (3,724) |
Comprehensive income (loss) | 1,735 | (1,724) |
Comprehensive (income) attributable to noncontrolling interest | (2,380) | (1,170) |
Comprehensive loss attributable to SPAR Group, Inc. | $ (645) | $ (2,894) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Assets | |||
Cash and cash equivalents | $ 9,345 | $ 13,473 | |
Accounts receivable, net | 63,714 | 54,171 | |
Prepaid expenses and other current assets | 7,861 | 4,382 | |
Total current assets | 80,920 | 72,026 | |
Property and equipment, net | 3,261 | 2,929 | |
Operating lease right-of-use assets | 969 | 1,781 | |
Goodwill | 1,708 | 4,166 | |
Intangible assets, net | 2,040 | 2,295 | |
Deferred tax assets, net | 3,766 | 4,468 | |
Other assets | 1,934 | 1,351 | |
Total assets | 94,598 | 89,016 | |
Liabilities and stockholder's equity | |||
Accounts payable | 10,588 | 8,943 | |
Accrued expenses and other current liabilities | 20,261 | 22,031 | |
Due to affiliates | [1] | 2,964 | 3,270 |
Customer incentives and deposits | 2,399 | 3,901 | |
Lines of credit and short-term loans | 17,980 | 11,042 | |
Current portion of operating lease liabilities | 363 | 1,019 | |
Total current liabilities | 54,555 | 50,206 | |
Operating lease liabilities, net of current portion | 606 | 762 | |
Long-term debt | 1,376 | 700 | |
Total liabilities | 56,537 | 51,668 | |
Commitments and contingencies – See Note 6 | |||
Stockholders' equity: | |||
Common stock, $0.01 par value per share: 47,000,000 shares authorized as of December 31,2022 and 2021. Shares outstanding 22,853,653 – December 31,2022 and 21,320,414 – December 31, 2021 | 229 | 213 | |
Treasury stock, at cost 205,485 shares and 54,329 shares as of December 31, 2022 and 2021 | (285) | (104) | |
Additional paid-in capital | 20,708 | 17,231 | |
Accumulated other comprehensive loss | (4,941) | (5,028) | |
Retained earnings | 6,707 | 7,439 | |
Total stockholders' equity attributable to SPAR Group, Inc. | 22,427 | 19,751 | |
Noncontrolling interests | 15,634 | 17,597 | |
Total stockholders' equity | 38,061 | 37,348 | |
Total liabilities and stockholders' equity | 94,598 | 89,016 | |
Series A Preferred Stock [Member] | |||
Stockholders' equity: | |||
Preferred stock | 0 | 0 | |
Series B Preferred Stock [Member] | |||
Stockholders' equity: | |||
Preferred stock | $ 9 | $ 0 | |
[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. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 3,000,000 | |
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 outstanding (in shares) | 22,853,653 | 21,320,414 |
Treasury stock, shares (in shares) | 205,485 | 54,329 |
Series A Preferred Stock [Member] | ||
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 outstanding (in shares) | 0 | |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 0 |
Preferred stock, shares outstanding (in shares) | 854,753 | 0 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Common Stock [Member] | Preferred Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 21,122 | 0 | 2 | |||||
Balance at Dec. 31, 2020 | $ 211 | $ 0 | $ (2) | $ 16,645 | $ (3,913) | $ 9,218 | $ 16,463 | $ 38,622 |
Share-based compensation | $ 0 | $ 0 | $ 0 | 711 | 0 | 0 | 0 | 711 |
Exercise of stock options (in shares) | 198 | 0 | 0 | |||||
Exercise of stock options | $ 2 | $ 0 | $ 0 | (125) | 0 | 0 | 0 | (123) |
Other changes to noncontrolling interest | 0 | 0 | $ 0 | 0 | 0 | 0 | 4 | 4 |
Director liability settlement (in shares) | 52 | |||||||
Director liability settlement | $ (102) | 0 | 0 | 0 | 0 | (102) | ||
Distribution to noncontrolling investors | 0 | 0 | 0 | 0 | 0 | 0 | (40) | (40) |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | (1,115) | 0 | (2,609) | (3,724) |
Net income | 0 | 0 | 0 | 0 | 0 | (1,779) | 3,779 | 2,000 |
Dividend to NCI | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | (40) | (40) |
Balance (in shares) at Dec. 31, 2021 | 21,320 | 0 | 54 | |||||
Balance at Dec. 31, 2021 | $ 213 | $ 0 | $ (104) | 17,231 | (5,028) | 7,439 | 17,597 | 37,348 |
Share-based compensation | $ 0 | $ 0 | $ 0 | 346 | 0 | 0 | 0 | 346 |
Exercise of stock options (in shares) | 74 | 0 | 0 | |||||
Exercise of stock options | $ 0 | $ 0 | $ 0 | (118) | 0 | 0 | 0 | (118) |
Director liability settlement | ||||||||
Distribution to noncontrolling investors | (1,785) | (1,785) | ||||||
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | 87 | 0 | (478) | (391) |
Net income | $ 0 | $ 0 | $ 0 | 0 | 0 | (732) | 2,858 | 2,126 |
Conversion of Series B convertible preferred stock (in shares) | 1,718 | (1,145) | 0 | |||||
Conversion of Series B convertible preferred stock | $ 16 | $ (11) | $ 0 | 0 | 0 | 0 | 5 | |
Majority shareholder Agreement (in shares) | 0 | 2,000 | 0 | |||||
Majority shareholder Agreement | $ 0 | $ 20 | $ 0 | 3,249 | 0 | 0 | 0 | 3,269 |
Repurchases of common stock (in shares) | 0 | 0 | 151 | |||||
Repurchases of common stock | $ 0 | $ 0 | $ (181) | 0 | 0 | 0 | 0 | (181) |
Control change of NCI | (2,558) | (2,558) | ||||||
Dividend to NCI | (1,785) | (1,785) | ||||||
Retirement of shares (in shares) | (151) | 0 | 0 | |||||
Balance (in shares) at Dec. 31, 2022 | 22,961 | 855 | 205 | |||||
Balance at Dec. 31, 2022 | $ 229 | $ 9 | $ (285) | $ 20,708 | $ (4,941) | $ 6,707 | $ 15,634 | $ 38,061 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from operating activities: | ||
Net income | $ 2,126 | $ 2,000 |
Adjustments to reconcile net income to cash (used in)/provided by operating activities | ||
Depreciation and amortization | 2,033 | 2,083 |
Goodwill, Impairment Loss | 2,458 | 0 |
Amortization of operating lease right-of-use assets | 646 | 1,120 |
Bad debt expenses, net of recoveries | 1,092 | 128 |
Deferred income tax expense (benefit) | 994 | (267) |
Share- based compensation expense | 346 | 711 |
Majority stockholders change in control agreement | 0 | 4,478 |
Changes in operating assets and liabilities- | ||
Accounts receivable, net | (11,237) | (7,305) |
Prepaid expenses and other assets | (3,285) | (510) |
Accounts payable | 1,718 | 1,095 |
Operating lease liabilities | (744) | (1,120) |
Accrued expenses, other current liabilities, due to affiliates and customer incentives and deposits | (1,191) | 216 |
Net cash (used in) provided by operating activities | (5,044) | 2,629 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,797) | (1,722) |
Net cash used in investing activities | (1,797) | (1,722) |
Cash flows from financing activities: | ||
Borrowings under lines of credit | 30,467 | 77,200 |
Repayments under lines of credit | (25,648) | (75,451) |
Proceeds related to stock options exercised | 118 | 0 |
Payments related to stock options exercised | 0 | (123) |
Repurchase of common stock | (181) | 0 |
Distribution to non-controlling investors | (1,785) | 0 |
Acquisition of minority interest | (2,558) | 0 |
Proceeds from term debt | 3,530 | 0 |
Payments on term debt | (454) | (300) |
Net cash provided by financing activities | 3,489 | 1,326 |
Effect of foreign exchange rate changes on cash and cash equivalent | (776) | (4,732) |
Net decrease in cash and cash equivalents | (4,128) | (2,499) |
Cash and cash equivalents at beginning of year | 13,473 | 15,972 |
Cash and cash equivalents at end of year | 9,345 | 13,473 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,200 | 701 |
Cash paid for income taxes | 2,287 | 2,219 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Non-cash net majority stockholders agreement | 3,270 | |
Treasury shares from director liability settlement | $ 102 |
Note 1 - Nature of the Business
Note 1 - Nature of the Business | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1 . e SPAR Group, Inc. ("SGRP" or the "Corporation"), and its subsidiaries (and SGRP together with its subsidiaries may |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Principles of Consolidation The Company consolidates its 100% 51% Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States ("US 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. Significant balances subject to such estimates and assumptions include carrying amounts of property and equipment and intangible assets, valuation allowances for receivables, carrying amounts for deferred tax assets and liabilities, and liabilities incurred from operations and customer incentives. Actual results could differ from those estimates. Segment Reporting 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 ("CODM”) in deciding how to allocate resources and in assessing performance. The Company's CODM is the Chief Executive Officer. The Company provides similar merchandising, business technology, and marketing services throughout the world. Until December 31, 2021, two Effective January 1, 2022 two three Variable Interest Entities The Company consolidates all entities where a controlling financial interest exists. The Company has considered its relationships with its 51% Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of three Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances with high quality financial institutions and periodically evaluates the creditworthiness of such institutions. At times, the Company’s cash and cash equivalents balances with individual banking institutions are in excess of insured limits. The Company does not not 10% December 31, 2022 December 31, 2021. 10% December 31, 2022 December 31, 2021. Revenue Recognition The Company generates its revenues by providing merchandising services to its clients. Revenues are recognized when the Company satisfies a performance obligation by transferring services promised in a contract to a customer and in an amount that reflects the consideration that the Company expects to receive in exchange for those services. Performance obligations in the Company’s contracts represent distinct or separate services that we provide to the Company’s customers; generally, the Company’s contracts have a single performance obligation. If, at the outset of an arrangement, the Company determines that a contract with enforceable rights and obligations does not The Company’s merchandising services are provided over time, generally on a daily, weekly, or monthly basis, and transaction price is based on the contractually-specified rate-per-driver metric (i.e., rate per hour, rate per store visit, or rate per unit stocked). The Company recognizes revenues for its contracts based on the contractually-specified rate-per-driver metric(s) utilizing the right-to-invoice practical expedient because the Company has a right to consideration for merchandising services completed to date. All of the Company’s contracts with customers have a duration of one 90% 30 Customer deposits, which are considered advances on future work, are deferred and recorded as revenue in the period in which the services are provided. Unbilled Accounts Receivable Unbilled accounts receivable represents services performed but not Allowance for Doubtful Accounts 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 $1.6 million and $0.6 million at December 31, 2022, 2021, $.1 December 31, 2022 2021, Leases The Company determines if a contract contains a lease at inception. The Company’s material operating leases consist of office space and equipment. The Company recognizes a right-of-use ("ROU”) asset and lease liability for operating leases with a term of greater than one 1 2 3 Expense for operating leases and leases with a term of one Property and Equipment, Net Property and equipment, including leasehold improvements, are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from three seven three seven three five three fifteen Internal Use Software The Company capitalizes certain costs associated with its internally developed software. The Company capitalizes the costs of materials and services incurred in developing or obtaining internal use software and such costs include, but are not 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 may not not may Intangible Assets, Net Intangible assets consist primarily of customer contracts and lists, trade names, patents and non-compete agreements, all of which have a finite useful life. Intangible assets are amortized based on the pattern in which the economic benefits of the intangible assets are estimated to be realized. When facts and circumstances indicate that the carrying value of definite-lived intangible assets may not Goodwill Goodwill may Goodwill is subject to annual impairment tests and interim impairment tests if impairment indicators are present. The Company performs the annual impairment test as of October 31 st first not not not, not not Treasury Stock The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct the par value from the Company’s common stock and to reflect any excess of cost over par value as a reduction to additional paid-in capital (to the extent created by previous issuances of the shares). Noncontrolling Interest The Company recognizes noncontrolling interest related to VIEs, in which the Company is the primary beneficiary, as equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income or loss attributable to noncontrolling interests is included in consolidated net income on the face of the consolidated statements of operations and comprehensive loss. Changes in the parent entity’s ownership interest in a subsidiary that do not Advertising and Promotional Expenses Advertising and promotional expenses are included in selling, general and administrative expenses within the consolidated statements of operations and comprehensive loss and are expensed when incurred. Advertising and promotional expenses wer e $19,549 and $9,298 December 31, 2022 2021, Share-Based Compensation The Company measures all share-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense for those awards, over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis for the entire award. The fair value of stock options is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the fair market value of the Company’s common stock, expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive (loss) income in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The Company made a policy election to estimate the number of share-based compensation awards that are expected to vest to determine the amount of compensation expense recognized in earnings. Forfeiture estimates are revised if subsequent information indicates that the actual number of forfeitures is likely to differ from previous estimates. Excess tax benefits are realized from the exercise of stock options and are reported as a financing cash inflow in the consolidated statement of cash flows. 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 US GAAP fair value framework uses a three one three ● Level 1 ● Level 2 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-term nature, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated the fair values (Level 1 December 31, 2022 2021 2 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 Recently Adopted Accounting Pronouncements In December 2019, No. 2019 12, Income Taxes (Topic 740 No. 2019 12” 740. No. 2019 12 January 1, 2021, not December 31, 2021. Recently Issued Accounting Pronouncements Not In June 2016, No. 2016 13, Financial Instruments Credit Losses (Topic 326 ASU No. 2016 13 ) January 1, 2023, first 2023 not |
Note 3 - Supplemental Balance S
Note 3 - Supplemental Balance Sheet Information (in Thousands) | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Supplemental Balance Sheet Disclosures [Text Block] | 3. Accounts Receivable Net December 31, Accounts receivable, net, consists of the following as of periods presented (in thousands): 2022 2021 Trade $ 53,658 $ 44,424 Unbilled 10,436 8,168 Non-trade 1,274 2,143 Accounts receivable, gross 65,368 54,735 Less allowance for doubtful accounts (1,654 ) (564 ) Accounts receivable, net $ 63,714 $ 54,171 Property and Equipment, Net December 31, Property and equipment, net consists of the following as of the periods presented (in thousands): 2022 2021 Equipment $ 5,109 $ 4,741 Furniture and fixtures 2,319 2,319 Leasehold improvements 352 351 Internal use software 17,298 15,823 Property and equipment, gross 25,078 23,234 Less accumulated depreciation and amortization (21,817 ) (20,305 ) Property and equipment, net $ 3,261 $ 2,929 Depreciation expense (including amortization of internal use software and intangible assets as described below) was $2.0 million and $2.1 million for the years ended December 31, 2022 2021, The Company capitalized $1.5 million and $1.2 million of costs related to internal use software in the years ended December 31, 2022 2021, The Company recognized approximately $1.2 million and $1.2 million of amortization expense related to internal use software for the years ended December 31, 2022 2021, Goodwill Americas Asia-Pacific EMEA Goodwill (in thousands): Balance at December 31, 2021 $ 3,728 $ – $ 438 $ 4,166 Change in goodwill due to impact of foreign currency – – – – Impairment of goodwill (2,458 ) – – (2,458 ) Balance at December 31, 2022 $ 1,270 $ – $ 438 $ 1,708 Goodwill is generally deductible for tax purposes, except for the portion related to purchase accounting step-up goodwill. As of December 31, 2022 2021, Goodwill Impairment of Resource Plus of North Florida, Inc. The Company acquired Resource Plus of North Florida, Inc. ("Resource Plus”) in 2018 December 31, 2022, not 1 Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units requires the Company to make assumptions and estimates regarding its future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax considerations, discount rates, growth rates, and other market factors. The Company’s expectations also include certain assumptions that could be negatively impacted if the Company is unable to meet its cost expectations in relation to inflation. If current expectations of future growth rates and margins are not , one As of December 31, 2022, 1 The impairment test indicated the goodwill of Resource Plus was fully impaired and the Company recorded an impairment loss of $2.0 million during the year ended December 31, 2022. Goodwill Impairment of SPAR TODOPROMO, SAPI, de CV The Company acquired SPAR TODOPROMO, SAPI, de CV ("SPAR Mexico”) in 2011 December 31, 2022, not 1 December 31, 2022. Intangible Assets, Net December 31, Intangible assets, net consists of the following as of the periods presented: 2022 2021 Customer contracts and lists $ 3,543 $ 3,362 Trade names 900 900 Patents 870 870 Non-compete agreements 520 520 Intangible assets, gross 5,833 5,652 Less accumulated amortization (3,793 ) (3,357 ) Intangible assets, net $ 2,040 $ 2,295 The Company is amortizing its intangible assets over lives ranging from 5 25 December 31, 2022 2021 The annual amortization for each of the following years succeeding December 31, 2022 Year Amount 2023 $ 351 2024 290 2025 204 2026 204 2027 108 Thereafter 883 Total $ 2,040 Accrued Expenses and Other Current Liabilities December 31, Accrued expenses and other current liabilities consists of the following as of the periods presented: 2022 2021 Taxes payable $ 2,660 $ 2,397 Accrued salaries and wages 9,327 8,082 Accrued accounting and legal expenses 2,186 1,251 Accrued third party labor 2,411 1,927 Majority stockholders change of control agreement – 4,478 Other 3,677 3,896 Accrued expenses and other current liabilities $ 20,261 $ 22,031 |
Note 4 - Debt
Note 4 - Debt | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 4. North Mill Capital Credit Facility The Company, through SPAR Marketing Force, Inc. ("SMF") and SPAR Canada Company ULC ("SCC", and collectively with SMF, the "NM Borrowers”), has a secured revolving credit facility in the United States (the "US Revolving Credit Facility") and Canada (the "Canada Revolving Credit Facility", and collectively with the US Revolving Credit Facility, the "NM Credit Facility") with North Mill Capital, LLC, d/b/a SLR Business Credit ("NM"). In order to obtain, document and govern the NM Credit Facility, SMF. SCC, SGRP and certain of SGRP's direct and indirect subsidiaries in the United States and Canada (including SMF and SCC as borrowers and SGRP as a guarantor, collectively, the "NM Loan Parties") entered into a Loan and Security Agreement with NM dated as of April 10, 2019, On January 5, 2021, January 4, 2021, December 31, 2020 ( First Modification A reement October 10, 2021, April 10, 2022, CDN$1.5 January 1, 2021, June 30, 2021, On March 22, 2021, April 1, 2021 ( Second Modification A reement April 10, 2022, October 10, 2023, CDN$1.5 On December 16, 2021, December 1, 2021 ( Third Modification A reement On July 1, 2022, June 30, 2022 ( Fourth Modification A reement October 10, 2023, October 10, 2024, CDN$1.5 On August 9, 2022, Fifth Modification A reement The NM Credit Facility contains certain financial and other restrictive covenants and also limits certain expenditures by the NM Loan Parties, including maintaining a positive trailing EBITDA for each the NM Borrowers (i.e., SMF and SCC) and imposes limits on all of the NM Loan Parties (including SGRP) on non-ordinary course payments and transactions, incurring or guaranteeing indebtedness, increases in executive, officer or director compensation, capital expenditures and certain other investments. The NM Loan Parties were in compliance with such covenants as of December 31, 2022. The obligations of the NM Borrowers are secured by the receivables and other assets of the NM Borrowers and substantially all of the assets of the other NM Loan Parties, however, the obligations are not Fifth Third Credit Facility One of the Company’s consolidated subsidiaries, Resource Plus, was a party to a revolving line of credit facility (the "Fifth Third Credit Facility”) from Fifth Third Bank for $3.5 million, which ended in March 2022. As of December 31, 2021, March 2022 December 31, 2022. Resource Plus – Seller Notes Effective with the closing of the Company's acquisition of Resource Plus in 2018, December 31 December 31, 2018 December 31, 2023. As of December 31, 2022 2021, International Credit Facilities In October 2017, December 31, 2022. December 31, 2022 December 31, 2021 In December 2020, July 2023. December 31, 2022. December 31, 2022, December 31, 2021, In June 2021, June 2022 not December 31, 2022, December 31, 2021, In December 2021, December 2023. December 31, 2022. December 31, 2022, December 31, 2021, In March 2022, July 2023. December 31, 2022. December 31, 2022, Summary of the Company s lines of credit and short-term loans (in thousands): Interest Rate as of Balance as of Interest Rate as of Balance as of December 31, 2022 December 31, 2022 December 31, 2021 December 31, 2021 United States - North Mill Capital 5.25 % $ 14,399 5.38 % $ 9,680 United States - Resource Plus Seller Notes 1.85 % 1,000 1.87 % 300 Australia - National Australia Bank 10.60 % 156 6.76 % 118 South Africa - Investec Bank Ltd. 10.50 % 1,700 - % - China - People's Bank of China - % - 3.71 % 157 China - Industrial Bank 4.00 % 435 6.17 % 472 China - Industrial and Commercial Bank of China 4.15 % 290 4.23 % 315 Total $ 17,980 $ 11,042 Summary of Unused Company Credit and Other Debt Facilities (in thousands) : December 31, 2022 December 31, 2021 Unused Availability: United States $ 4,601 $ 5,319 Mexico 1 743 China – 157 Australia 390 455 South Africa 454 – Total Unused Availability $ 5,446 $ 6,674 Summary of the Company s Long- term debt (dollars in thousands): Interest Rate as of Balance Outstanding Interest Rate as of Balance Outstanding December 31, 2022 December 31, 2022 December 21, 2021 December 31, 2021 South Africa - Investec Bank Ltd. 10.5 % $ 1,376 $ – United States - Resource Plus Seller Notes – % – 1.87 % 700 Total $ 1,376 $ 700 |
Note 5 - Income Taxes
Note 5 - Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 5. Beginning in 2018, " Act two 2 GILTI BEAT December 31, 2022 December 31, 2021 three Income (loss) before income taxes is summarized as follows (in thousands): Year Ended December 31, 2022 2021 Domestic $ (4,079 ) $ (5,672 ) Foreign 8,982 9,780 Total: $ 4,903 $ 4,108 The income tax expense (benefit) is summarized as follows (in thousands): Year Ended December 31, 2022 2021 Current: Federal $ 24 $ - Foreign 2,705 2,438 State 66 117 Deferred: Federal (128 ) (654 ) Foreign 317 219 State (207 ) (12 ) Net expense $ 2,777 $ 2,108 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, 2022 Rate 2021 Rate Provision for income taxes at federal statutory rate $ 1,030 21.0 % $ 863 21.0 % State income taxes, net of federal benefit (125 ) (2.5 )% 68 1.6 % Permanent differences (19 ) (0.4 )% 74 1.8 % Goodwill impairment 517 10.5 % - - % Return to provision adjustment (223 ) (4.5 )% - - % Foreign tax rate differential 1,016 20.7 % 731 17.8 % GILTI tax 323 6.6 % 401 9.7 % Change in valuation allowance 308 6.3 % - - % Other (50 ) (1.1 )% (29 ) - 0.6 % Net expense $ 2,777 56.6 % $ 2,108 51.3 % In 2022, 2017. Deferred taxes consist of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 2,627 $ 4,144 Federal Research and Development Credit 240 240 Deferred revenue 86 330 Accrued payroll 270 217 Payroll taxes payable - 100 Outside basis in domestic partnership 16 92 Allowance for doubtful accounts and other receivable 327 93 Share-based compensation expense 326 407 Business interest limitation 340 - Depreciation - 156 Operating Lease Liability 134 453 Other 739 343 Valuation allowance (611 ) (478 ) Total deferred tax assets 4,494 6,097 Deferred tax liabilities: Goodwill & Intangible assets of subsidiaries 376 700 Capitalized software development costs 135 476 Right To Use Asset 134 453 Depreciation 83 - Total deferred tax liabilities 728 1,629 Net deferred taxes $ 3,766 $ 4,468 As of December 31, 2022, no 2027 2031. 2024 2041. 2031 2035. no 2028, 2033 2033, Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing net deferred tax assets. U.S. based net deferred tax assets are approximately $2.2 million. Management continues to monitor its operating performance and currently believes that the achievement of the required future taxable income necessary to realize these deferred assets is more likely than not. not not not A reconciliation of the beginning and ending amount of uncertain tax position reserves is as follows (in thousands): Year Ended December 31, 2022 2021 Balance at January 1 $ 42 $ 13 Additions based on tax positions related to the current year 4 29 Additions for tax positions of prior years - - Reductions for tax positions of prior years - - Settlements - - Removal for tax provisions of prior years - – Balance at December 31 $ 46 $ 42 The provision for income taxes includes the impact of uncertain tax position reserves and changes to reserves that are considered appropriate. As of December 31, 2022, $.8 $.3 2022 December 31, 2022 2021, $.7 December 31, 2021, not 12 not Details of the Company's tax reserves at December 31, 2022 Taxes Interest Penalty Total Tax Liability Domestic State $ 46 $ 17 $ 14 $ 77 Federal – – – – International – – – – Total reserve $ 46 $ 17 $ 14 $ 77 In management's view, the Company's tax reserves at December 31, 2022 2021 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. states and foreign jurisdictions. With few exceptions, SPAR is subject to U.S. Federal, state and local income tax examinations for the years 2019 |
Note 6 - Commitments and Contin
Note 6 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 6. 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, resolution of these matters is not All previous open and potential claims between the Significant Stockholders and the Company have been released mutually upon execution of the Change of Control, Voting and Restricted Stock Agreement ("CIC Agreement"), as of January 28, 2022. 10. All prior litigations associated with the Company through SPAR Business Services, Inc., a corporation ("SBS") and its independent contractors have been resolved, including the claims of SBS and the Company in the SBS bankruptcy and settlement, and all additional related claims raised later by SBS and Robert G Brown were released by them in the CIC Agreement. The SBS bankruptcy and settlement are described in the Company's Current Report filed with the SEC on August 8, 2019. As of December 31, 2022, |
Note 7 - Common Stock
Note 7 - Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Common Stock [Text Block] | 7. As of December 31, 2022, The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the Company’s Series B convertible preferred stock. Each share of the Company’s common stock is entitled to one may In May 2022, 2022 "2022 May 2023. During the year ended December 31, 2022, $187,427 2022 no |
Note 8 - Preferred Stock
Note 8 - Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Preferred Stock [Text Block] | 8. The Company’s certificate of incorporation authorizes it to issue 3,000,000 shares of preferred stock with a par value of $0.01 per share, which may may In January 2022, no Subsequent to filing the Certificate of Elimination, in January 2022, January 2022. The Series B convertible preferred stock do not 1 10 . not In January 2022, 10. During the year ended December 31, 2022, As of December 31, 2022, Following the remaining Series B convertible preferred stock shares converting to common stock and when there are no may |
Note 9 - Retirement Plans
Note 9 - Retirement Plans | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Retirement Benefits [Text Block] | 9. The Company has a 401 December 31, 2022 2021, |
Note 10 - Related Party Transac
Note 10 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 10. Domestic Related Party Transaction s Change of Control, Voting and Restricted Stock Agreement The Related Party Transaction in the year ended December 31, 2022 CIC Agreement January 28, 2022, Mr. Brown Mr. Bartels SAS Majority Stockholders Board 2022 January 25, 2022. The execution of the CIC Agreement was conditional upon making the changes to and restatement of the Corporation’s By-Laws, which were approved by the Board and became effective on January 25, 2022. The financial terms of the CIC Agreement to the Majority Stockholders, totaled $4,477,585, consisting of the following: a. The Corporation issued to the Majority Stockholders 2,000,000 restricted shares of Series B Preferred Stock, which are convertible into 3,000,000 SGRP Shares pursuant to the 1:1.5 5 November 10, 2023, may December 31, 2021 b. The Corporation made a $250,000 cash payment to Mr. Brown and agreed to reimburse up to $35,000 of the legal expenses of the Majority Stockholders that were incurred after January 1, 2021, c. The Corporation assumed financial responsibility for, and paid directly to Affinity Insurance Company, Ltd., $502,585 to settle SAS obligations and the related claim for the 2014 2015 James R. Brown, Sr. Advisor Agreement On January 25, 2022, the Corporation January 26, 2022, January 25, 2022, one 1 Panagiotis Lazaretos Consulting Agreement On January 27, 2022, February 1, 2022 ( Lazaretos Consulting Agreemen January 25, 2022, first twelve 12 January 31, 2024. February 4, 2022 February 2, 2023, July 31, 2023. Other Domestic Related Party Transactions National Merchandising Services, LLC (" NMS NMA not NSRS September 2018 June 2021, July 2021, Resource Plus, is a consolidated domestic subsidiary of the Company and is owned jointly by the Company and by Mr. Richard Justus. Mr. Justus has an ownership interest in RJ Holdings which owns the buildings where Resource Plus is headquartered and operates. Both buildings are subleased to Resource Plus. On December 1, 2021, December 31, 2022 International Related Party Services SGRP Meridian (Pty), Ltd. (" Meridian 51% one MHT The Corporation's principal Brazilian subsidiary, SPAR BSMT, is owned 51% by the Company. Mr. Jonathan Dagues Martins, ("JDM") is the Chief Executive Officer and President of each SPAR Brazil subsidiary pursuant to a Management Agreement between JDM and SPAR BSMT dated September 13, 2016. SPARFACTS is a consolidated international subsidiary of the Company and is owned 51% by SGRP. Ms. Lydna Chapman is a director of SPARFACTS. Her various companies provide office lease, accounting and consultant services to SPARFACTS. Summary of Certain Related Party Transactions The following costs of affiliates were charged to the Company (in thousands): Year Ended December 31, 2022 2021 Services provided by affiliates: National Store Retail Services (NSRS) (1) $ - $ 3,799 National Remodel & Setup Services (NRSS) (1) 8,565 3,484 Consulting and administrative services (RJ Holdings) (2) 477 567 Office lease expenses (RJ Holdings) (2) 248 248 Office and vehicle lease expenses (MPT, MCPT, MHT) (2) - 115 Consulting and administrative fees (SPARFACTS) (2) 431 325 Other (2) 157 151 Total services provided by affiliates $ 9,878 $ 8,689 Due to affiliates consists of the following (in thousands): December 31, 2022 2021 Loans from local investors:(3) China $ 1,382 $ 1,784 Mexico 623 623 Australia 693 597 Resource Plus 266 266 Total due to affiliates $ 2,964 $ 3,270 ( 1 no ( 2 ( 3 no Bartels' Retirement and Director Compensation William H. Bartels retired as an employee of the Company as of January 1, 2020. one Effective as of January 18, 2020, five January 1, 2020, December 31, 2024 ( Five-Year Period December 31, 2020, December 31, 2022 2022 The Corporation prepared a 2022 2022 no On and effective as of March 24, 2022, three one third three 90% 2022 2022 120% not December 31, 2022, no not no Other Related Party Transactions and Arrangements SPAR Business Services, Inc. (" SBS not SAS not Change of Controls, Voting and Restricted Stock Agreement In July 1999 |
Note 11 - Share Based Compensat
Note 11 - Share Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 11. Inducement Stock Award Summary On August 2, 2021, one August 2, 2022, September 30, 2022, On August 2, 2021, one August 2, 2022, September 30, 2022, On February 22, 2021, 1. options to purchase 630,000 shares of the Common Stock of the Issuer at an exercise price of $1.90 per share (which was the market price on February 22, 2021, one February 22, 2022, February 22, 2031. 2. Restricted Stock Units (RSUs) for $50,000 of shares of SGRP's Common Stock representing 26,315 shares of SGRP's Common Stock based on the market price of $1.90 per share on February 22, 2021 ( February 22, 2022, September 30, 2022, no 3. RSUs for $100,000 of shares of SGRP's Common Stock issuable on May 15 2022. May 15, 2022, May 13, 2022 ( one May 15 no On August 31, 2020, twenty-five August 31, 2021, three 3 three August 31, 2021. twenty-five August 31, 2022. fifty February 27, 2023. None 2021 On June 4, 2021, Compensation Committee 2021 2021 August 12, 2021. 2021 August 12, 2021 ( 2021 May 31, 2022 ( 2021 2021 May 31, 2022. The 2021 SGRP Shares Maximum Award 2021 New Awards New Award Shares not not No Option Awards were granted in 2022 2021 2021 As of December 31, 2021, 2021 2022 2021 2021 2022, 2021 December 31, 2022. Option Awards under the 2021 fifth 2021 not 2021 not 2021 four four 4 first three three 3 first one four 4 one 1 three 2020 The Board authorized and approved the revised proposed 2020 2020 January 19, 2021 ( 2020 2020 The 2020 four 2020 May 1, 2021 ( 2020 SGRP Shares plus first three 3 December 1, 2020, April 30, 2021 ( 2020 20 21 2020 one 1 2020 2020 The 2020 19 February 4, 2021. 2020 May 1, 2021, no 2008 2008 December 31, 2022 2021 Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Option Awards Shares Price Term (Years) (thousands) Outstanding at January 1, 2021 1,457,936 $ 1.31 3.63 $ 113 Granted – – – – Exercised/cancelled 679,062 1.08 – 295 Forfeited or expired (87,712 ) – – – Outstanding at December 31, 2021 691,162 $ 1.53 2.60 $ 72 Granted – – – – Exercised 57,500 1.07 – 10 Forfeited or expired (120,562 ) – – – Outstanding at December 31, 2022 513,100 $ 1.63 2.16 $ 68 Exercisable at December 31, 2022 513,100 $ 1.63 2.15 $ 68 The Company recognized $0 and $13,000 in stock-based compensation expense relating to stock option awards during the years ended December 31, 2022 2021 December 31, 2022 2021 As of December 31, 2022 20 1 8 2018 December 31, 2022 2021 Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Option Awards Shares Price Term (Years) (thousands) Outstanding at January 1, 2021 430,000 $ 0.90 7.87 $ 8 Granted – - – – Exercised/cancelled 230,000 0.85 – 235 Forfeited or expired (40,000 ) – – – Outstanding at December 31, 2021 160,000 $ 0.93 6.82 $ 31 Granted – – – – Exercised 12,500 0.76 – 8 Forfeited or expired (2,500 ) - – – Outstanding at December 31, 2022 145,000 $ 0.94 5.79 $ 52 Exercisable at December 31, 2022 135,000 $ 0.98 5.64 $ 44 No stock options were granted in 2022 2018 December 31, 2022 2021 The Company recognized $6,000 and $23,000 in stock-based compensation expense relating to stock option awards during the years ended December 31, 2022 2021 December 31, 2022 2021 As of December 31, 2022 no 2018 2020 Plan Summary Following are the specific valuation assumptions used for options granted in 2021 2020 2021 Expected volatility 52.8 % Expected dividend yields 0.0 % Expected term (in years) 5 Risk free interest rate 1.0 % Expected forfeiture rate 4.0 % 2020 December 31, 2022 2021 Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Option Awards Shares Price Term (Years) (thousands) Outstanding at January 1, 2021 – $ – – $ – Granted 565,000 1.55 4.10 – Exercised/cancelled – – – – Forfeited or expired (180,000 ) – – – Outstanding at December 31, 2021 385,000 $ 1.55 4.10 $ - Granted – – – – Exercised – – – – Forfeited or expired (10,000 ) – – – Outstanding at December 31, 2022 375,000 $ 1.55 3.10 $ – Exercisable at December 31, 2022 91,250 $ 1.55 3.10 $ – No 2022 2020 December 31, 2022 2021 The Company recognized $58,000 and $57,000 in stock-based compensation expense relating to stock option awards during the years ended December 31, 2022 2021 December 31, 2022 2021 As of December 31, 2022 CFO Inducement Plan Summary CFO Inducement Plan Stock option award activity for the years ended December 31, 2022 2021 Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Option Awards Shares Price Term (Years) (thousands) Outstanding at January 1, 2021 200,000 $ 0.85 9.67 $ 60.00 Granted – – – – Exercised/cancelled 50,000 0.85 – – Forfeited or expired – – – – Outstanding at December 31, 2021 150,000 $ 0.85 8.67 $ 57 Granted – – – – Exercised 50,000 0.85 – – Forfeited or expired – – – – Outstanding at December 31, 2022 100,000 $ 0.85 7.67 $ 45 Exercisable at December 31, 2022 – $ – – $ – No 2022 December 31, 2022 2021 The Company recognized $19,000 and $22,000 in stock-based compensation expense relating to stock option awards during the years ended December 31, 2022 2021 December 31, 2022 2021 As of December 31, 2022 CEO Inducement Plan Summary Following are the specific valuation assumptions used for options granted in 2021 2021 Expected volatility 52.7 % Expected dividend yields 0.0 % Expected term (in years) 1 Risk free interest rate 0.76 % Expected forfeiture rate 6 % CEO Inducement Plan stock option award activity for the years ended December 31, 2022 2021 Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Option Awards Shares Price Term (Years) (thousands) Outstanding at January 1, 2021 – $ – – $ – Granted 630,000 1.90 9.15 – Exercised/cancelled – – – – Forfeited or expired – – – – Outstanding at December 31, 2021 630,000 $ 1.90 9 $ - Granted – – – – Exercised – – – – Forfeited or expired – – – – Outstanding at December 31, 2022 630,000 $ 1.90 8.15 $ – Exercisable at December 31, 2022 630,000 $ 1.90 8.15 $ – No stock options were granted in 2022 December 31, 2022 2021 The Company recognized $85,000 and $509,000 in stock-based compensation expense relating to stock option awards during the years ended December 31, 2022 2021, December 31, 2022 2021 As of December 31, 2022 no The following table summarizes the activity for Restricted Stock Unit (RSU) awards during the years ended December 31, 2022 2021: Weighted- Average Grant Date Fair Value Shares per Share Unvested at January 1, 2021 – $ – Granted 138,090 1.87 Vested – – Forfeited – – Unvested at December 31, 2021 138,090 $ 1.85 Granted – Vested 99,415 1.86 Forfeited – – Unvested at December 31, 2022 38,675 $ 1.81 During the years ended December 31, 2022 2021, December 31, 2022 2021 During the years ended December 31, 2022 2021 As of December 31, 2022 Share-Based Compensation Expense Share-based compensation expense for the years ended December 31, 2022 2021 |
Note 12 - Segment Information
Note 12 - Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 12. The operations and performance metrics for each country remains unchanged; the accounting policies for each country also remains the same. Therefore, the change of segment reporting has had no 2. Year Ended December 31, 2022 2021 Revenue, net: Americas $ 198,581 $ 186,430 Asia - Pacific 26,009 33,791 EMEA 36,678 35,498 Total revenue $ 261,268 $ 255,719 Operating income (loss): Americas $ 4,103 $ 2,427 Asia - Pacific (1,621 ) (967 ) EMEA 2,904 2,723 Total operating income $ 5,386 $ 4,183 Interest expense (income), net: Americas $ 675 $ 551 Asia - Pacific 39 (9 ) EMEA 251 43 Total interest expense $ 965 $ 585 Other (income) expense, net: Americas $ (38 ) $ 74 Asia - Pacific (62 ) (341 ) EMEA (382 ) (243 ) Total other (income), net $ (482 ) $ (510 ) Income (loss) before income tax expense: Americas $ 3,466 $ 1,802 Asia - Pacific (1,598 ) (617 ) EMEA 3,035 2,923 Total income before income tax expense $ 4,903 $ 4,108 Income tax expense: Americas $ 1,949 $ 865 Asia - Pacific (18 ) 498 EMEA 846 745 Total income tax expense $ 2,777 $ 2,108 Net income (loss): Americas $ 1,517 $ 937 Asia - Pacific (1,580 ) (1,115 ) EMEA 2,189 2,178 Total net income $ 2,126 $ 2,000 Net income attributable to non-controlling interest: Americas $ (1,857 ) $ (1,604 ) Asia - Pacific 650 103 EMEA (1,651 ) (2,278 ) Total net income attributable to non-controlling interest $ (2,858 ) $ (3,779 ) Net (loss) income attributable to SPAR Group, Inc.: Americas $ (340 ) $ (667 ) Asia - Pacific (930 ) (1,012 ) EMEA 538 (100 ) Total net (loss) attributable to SPAR Group, Inc. $ (732 ) $ (1,779 ) Depreciation and amortization: Americas $ 1,821 $ 1,974 Asia - Pacific 104 67 EMEA 108 42 Total depreciation and amortization $ 2,033 $ 2,083 Impairment of goodwill: Americas $ 2,458 $ – Asia - Pacific – – EMEA – – Total impairment of goodwill $ 2,458 $ – Capital expenditures: Americas $ 1,805 $ 1,560 Asia - Pacific 20 25 EMEA 100 137 Total capital expenditures $ 1,925 $ 1,722 There were no inter-company sales for 2022 2021 December 31, 2022 2021 Assets: Americas $ 75,440 $ 64,960 Asia - Pacific 5,952 10,699 EMEA 13,206 13,357 Total assets $ 94,598 $ 89,016 Geographic Data Year Ended December 31, 2022 2021 Net international revenue: % of consolidated net revenue % of consolidated net revenue United States $ 112,327 43.0 % $ 100,326 39.1 % Brazil 68,301 26.1 55,219 21.6 South Africa 36,678 14.0 35,498 13.9 Mexico 9,706 3.7 22,459 8.8 China 10,931 4.2 15,769 6.2 Japan 7,133 2.7 9,704 3.8 India 6,276 2.4 7,058 2.8 Canada 8,247 3.2 8,426 3.3 Australia 1,669 0.6 1,260 0.5 Total net revenue $ 261,268 100.0 % $ 255,719 100.0 % Year Ended December 31, 2022 2021 Long lived assets: Americas $ 4,605 $ 3,968 Asia - Pacific 1,244 1,798 EMEA 315 295 Total long lived assets $ 6,164 $ 6,061 |
Note 13 - Earnings Per Share
Note 13 - Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 13. The following table sets forth the computations of basic and diluted earnings per share (in thousands, except per share data): Year Ended December 31, 2022 2021 Numerator: Net loss attributable to SPAR Group, Inc. $ (732 ) $ (1,779 ) Denominator: Weighted- average common shares outstanding 22,110 21,266 Effect of dilutive securities - – Shares used in diluted net loss per share calculations 22,110 21,266 Basic net loss per common share: $ (0.03 ) $ (0.08 ) Diluted net loss per common share: $ (0.03 ) $ (0.08 ) The Company excluded 854,753 shares of Series B convertible preferred stock, 1,753,100 stock options, 38,675 RSUs, from the computation of diluted net loss per share for the year ended December 31, 2022 The Company excluded no shares of Series B convertible preferred stock, 2,016,162 stock options, 138,090 RSUs, and no phantom stock units from the computation of diluted net loss per share for the year ended December 31, 2021 |
Note 14 - Leases
Note 14 - Leases | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 14. The Company is a lessee under certain operating leases for office space and equipment. The components of lease expenses consisted of the following for the periods presented (in thousands): Year Ended Year Ended Lease Costs Classification December 31, 2022 December 31, 2021 Operating lease cost Selling, general and administrative expense $ 470 $ 1,013 Short-term lease cost Selling, general and administrative expense 502 513 Variable lease costs (1) Selling, general and administrative expense 20 175 Total lease cost $ 992 $ 1,701 ( 1 The following includes supplemental information for the periods presented. Year Ended Year Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 997 $ 1,543 Right-of-use assets obtained in exchange for lease obligations Operating leases $ - $ 2,172 Balance sheet information related to leases consisted of the following as of the periods presented: Leases December 31, 2022 December 31, 2021 Assets: Operating lease right-of-use assets $ 969 $ 1,781 Liabilities: Current portion of operating lease liabilities 363 1,019 Non-current portion of operating lease liabilities 606 762 Total operating lease liabilities 969 1,781 Weighted average remaining lease term - operating leases (in years) 2.04 4.92 Weighted average discount rate - operating leases 6.4 % 24.0 % The following table summarizes the maturities of lease liabilities as of December 31, 2022 ( For the Year Ended December 31, Amount 2023 420 2024 278 2025 422 2026 74 2027 49 Thereafter 45 Less: Present value discount 319 Present value of operating lease liabilities 969 |
Note 15 - Subsequent Events
Note 15 - Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 15. Appointment of Chief Financial Officer (" CFO ") of SPAR On February 22, 2022, February 27, 2023, February 27, 2023. North Mill Credit Modification On February 1, 2023, Sixth Modification A reement CDN$2 To evidence the increase in the US Revolving Credit Facility, SMF executed and delivered to NM a $28 million Fourth Amended and Restated Revolving Credit Master Promissory Note (the " Restated US Note CDN$2 Restated Canadian Note The Restated US Note and Restated Canadian Note (together, the " NM Notes one nine October 10, 2022, $1 $21 October 10, 2023, $1 $21 As of January 31, 2023, $12,967,000; |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The Company consolidates its 100% 51% |
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 ("US 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. Significant balances subject to such estimates and assumptions include carrying amounts of property and equipment and intangible assets, valuation allowances for receivables, carrying amounts for deferred tax assets and liabilities, and liabilities incurred from operations and customer incentives. Actual results could differ from those estimates. |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting 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 ("CODM”) in deciding how to allocate resources and in assessing performance. The Company's CODM is the Chief Executive Officer. The Company provides similar merchandising, business technology, and marketing services throughout the world. Until December 31, 2021, two Effective January 1, 2022 two three |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | Variable Interest Entities The Company consolidates all entities where a controlling financial interest exists. The Company has considered its relationships with its 51% Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. The consolidation status of a VIE may |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of three |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash balances with high quality financial institutions and periodically evaluates the creditworthiness of such institutions. At times, the Company’s cash and cash equivalents balances with individual banking institutions are in excess of insured limits. The Company does not not 10% December 31, 2022 December 31, 2021. 10% December 31, 2022 December 31, 2021. |
Revenue [Policy Text Block] | Revenue Recognition The Company generates its revenues by providing merchandising services to its clients. Revenues are recognized when the Company satisfies a performance obligation by transferring services promised in a contract to a customer and in an amount that reflects the consideration that the Company expects to receive in exchange for those services. Performance obligations in the Company’s contracts represent distinct or separate services that we provide to the Company’s customers; generally, the Company’s contracts have a single performance obligation. If, at the outset of an arrangement, the Company determines that a contract with enforceable rights and obligations does not The Company’s merchandising services are provided over time, generally on a daily, weekly, or monthly basis, and transaction price is based on the contractually-specified rate-per-driver metric (i.e., rate per hour, rate per store visit, or rate per unit stocked). The Company recognizes revenues for its contracts based on the contractually-specified rate-per-driver metric(s) utilizing the right-to-invoice practical expedient because the Company has a right to consideration for merchandising services completed to date. All of the Company’s contracts with customers have a duration of one 90% 30 Customer deposits, which are considered advances on future work, are deferred and recorded as revenue in the period in which the services are provided. |
Trade and Other Accounts Receivable, Unbilled Receivables, Policy [Policy Text Block] | Unbilled Accounts Receivable Unbilled accounts receivable represents services performed but not |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts 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 $1.6 million and $0.6 million at December 31, 2022, 2021, $.1 December 31, 2022 2021, Leases The Company determines if a contract contains a lease at inception. The Company’s material operating leases consist of office space and equipment. The Company recognizes a right-of-use ("ROU”) asset and lease liability for operating leases with a term of greater than one 1 2 3 Expense for operating leases and leases with a term of one |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment, Net Property and equipment, including leasehold improvements, are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from three seven three seven three five three fifteen |
Internal Use Software, Policy [Policy Text Block] | Internal Use Software The Company capitalizes certain costs associated with its internally developed software. The Company capitalizes the costs of materials and services incurred in developing or obtaining internal use software and such costs include, but are not |
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 may not not may |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets, Net Intangible assets consist primarily of customer contracts and lists, trade names, patents and non-compete agreements, all of which have a finite useful life. Intangible assets are amortized based on the pattern in which the economic benefits of the intangible assets are estimated to be realized. When facts and circumstances indicate that the carrying value of definite-lived intangible assets may not |
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 Company performs the annual impairment test as of October 31 st first not not not, not not |
Treasury Stock [Policy Text Block] | Treasury Stock The Company records treasury stock activities under the cost method whereby the cost of the acquired stock is recorded as treasury stock. The Company’s accounting policy upon the formal retirement of treasury stock is to deduct the par value from the Company’s common stock and to reflect any excess of cost over par value as a reduction to additional paid-in capital (to the extent created by previous issuances of the shares). |
Noncontrolling Interest [Policy Text Block] | Noncontrolling Interest The Company recognizes noncontrolling interest related to VIEs, in which the Company is the primary beneficiary, as equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income or loss attributable to noncontrolling interests is included in consolidated net income on the face of the consolidated statements of operations and comprehensive loss. Changes in the parent entity’s ownership interest in a subsidiary that do not |
Advertising Cost [Policy Text Block] | Advertising and Promotional Expenses Advertising and promotional expenses are included in selling, general and administrative expenses within the consolidated statements of operations and comprehensive loss and are expensed when incurred. Advertising and promotional expenses wer e $19,549 and $9,298 December 31, 2022 2021, |
Share-Based Payment Arrangement [Policy Text Block] | Share-Based Compensation The Company measures all share-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense for those awards, over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis for the entire award. The fair value of stock options is estimated on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the fair market value of the Company’s common stock, expected stock price volatility, the expected term of the option, the risk-free interest rate for a period that approximates the expected term of the option, and the Company’s expected dividend yield. The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive (loss) income in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The Company made a policy election to estimate the number of share-based compensation awards that are expected to vest to determine the amount of compensation expense recognized in earnings. Forfeiture estimates are revised if subsequent information indicates that the actual number of forfeitures is likely to differ from previous estimates. Excess tax benefits are realized from the exercise of stock options and are reported as a financing cash inflow in the consolidated statement of cash flows. |
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 US GAAP fair value framework uses a three one three ● Level 1 ● Level 2 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-term nature, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated the fair values (Level 1 December 31, 2022 2021 2 |
Income Tax, Policy [Policy Text Block] | 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 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Pronouncements In December 2019, No. 2019 12, Income Taxes (Topic 740 No. 2019 12” 740. No. 2019 12 January 1, 2021, not December 31, 2021. Recently Issued Accounting Pronouncements Not In June 2016, No. 2016 13, Financial Instruments Credit Losses (Topic 326 ASU No. 2016 13 ) January 1, 2023, first 2023 not |
Note 3 - Supplemental Balance_2
Note 3 - Supplemental Balance Sheet Information (in Thousands) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts Receivable Net December 31, Accounts receivable, net, consists of the following as of periods presented (in thousands): 2022 2021 Trade $ 53,658 $ 44,424 Unbilled 10,436 8,168 Non-trade 1,274 2,143 Accounts receivable, gross 65,368 54,735 Less allowance for doubtful accounts (1,654 ) (564 ) Accounts receivable, net $ 63,714 $ 54,171 |
Schedule Of Property Plant And Equipment [Table Text Block] | Property and Equipment, Net December 31, Property and equipment, net consists of the following as of the periods presented (in thousands): 2022 2021 Equipment $ 5,109 $ 4,741 Furniture and fixtures 2,319 2,319 Leasehold improvements 352 351 Internal use software 17,298 15,823 Property and equipment, gross 25,078 23,234 Less accumulated depreciation and amortization (21,817 ) (20,305 ) Property and equipment, net $ 3,261 $ 2,929 |
Schedule of Goodwill [Table Text Block] | Goodwill Americas Asia-Pacific EMEA Goodwill (in thousands): Balance at December 31, 2021 $ 3,728 $ – $ 438 $ 4,166 Change in goodwill due to impact of foreign currency – – – – Impairment of goodwill (2,458 ) – – (2,458 ) Balance at December 31, 2022 $ 1,270 $ – $ 438 $ 1,708 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible Assets, Net December 31, Intangible assets, net consists of the following as of the periods presented: 2022 2021 Customer contracts and lists $ 3,543 $ 3,362 Trade names 900 900 Patents 870 870 Non-compete agreements 520 520 Intangible assets, gross 5,833 5,652 Less accumulated amortization (3,793 ) (3,357 ) Intangible assets, net $ 2,040 $ 2,295 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year Amount 2023 $ 351 2024 290 2025 204 2026 204 2027 108 Thereafter 883 Total $ 2,040 |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accrued Expenses and Other Current Liabilities December 31, Accrued expenses and other current liabilities consists of the following as of the periods presented: 2022 2021 Taxes payable $ 2,660 $ 2,397 Accrued salaries and wages 9,327 8,082 Accrued accounting and legal expenses 2,186 1,251 Accrued third party labor 2,411 1,927 Majority stockholders change of control agreement – 4,478 Other 3,677 3,896 Accrued expenses and other current liabilities $ 20,261 $ 22,031 |
Note 4 - Debt (Tables)
Note 4 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | Interest Rate as of Balance as of Interest Rate as of Balance as of December 31, 2022 December 31, 2022 December 31, 2021 December 31, 2021 United States - North Mill Capital 5.25 % $ 14,399 5.38 % $ 9,680 United States - Resource Plus Seller Notes 1.85 % 1,000 1.87 % 300 Australia - National Australia Bank 10.60 % 156 6.76 % 118 South Africa - Investec Bank Ltd. 10.50 % 1,700 - % - China - People's Bank of China - % - 3.71 % 157 China - Industrial Bank 4.00 % 435 6.17 % 472 China - Industrial and Commercial Bank of China 4.15 % 290 4.23 % 315 Total $ 17,980 $ 11,042 Interest Rate as of Balance Outstanding Interest Rate as of Balance Outstanding December 31, 2022 December 31, 2022 December 21, 2021 December 31, 2021 South Africa - Investec Bank Ltd. 10.5 % $ 1,376 $ – United States - Resource Plus Seller Notes – % – 1.87 % 700 Total $ 1,376 $ 700 |
Credit And Debt Facilities Unused Availability [Table Text Block] | December 31, 2022 December 31, 2021 Unused Availability: United States $ 4,601 $ 5,319 Mexico 1 743 China – 157 Australia 390 455 South Africa 454 – Total Unused Availability $ 5,446 $ 6,674 |
Note 5 - Income Taxes (Tables)
Note 5 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31, 2022 2021 Domestic $ (4,079 ) $ (5,672 ) Foreign 8,982 9,780 Total: $ 4,903 $ 4,108 Year Ended December 31, 2022 2021 Current: Federal $ 24 $ - Foreign 2,705 2,438 State 66 117 Deferred: Federal (128 ) (654 ) Foreign 317 219 State (207 ) (12 ) Net expense $ 2,777 $ 2,108 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 2022 Rate 2021 Rate Provision for income taxes at federal statutory rate $ 1,030 21.0 % $ 863 21.0 % State income taxes, net of federal benefit (125 ) (2.5 )% 68 1.6 % Permanent differences (19 ) (0.4 )% 74 1.8 % Goodwill impairment 517 10.5 % - - % Return to provision adjustment (223 ) (4.5 )% - - % Foreign tax rate differential 1,016 20.7 % 731 17.8 % GILTI tax 323 6.6 % 401 9.7 % Change in valuation allowance 308 6.3 % - - % Other (50 ) (1.1 )% (29 ) - 0.6 % Net expense $ 2,777 56.6 % $ 2,108 51.3 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred taxes consist of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 2,627 $ 4,144 Federal Research and Development Credit 240 240 Deferred revenue 86 330 Accrued payroll 270 217 Payroll taxes payable - 100 Outside basis in domestic partnership 16 92 Allowance for doubtful accounts and other receivable 327 93 Share-based compensation expense 326 407 Business interest limitation 340 - Depreciation - 156 Operating Lease Liability 134 453 Other 739 343 Valuation allowance (611 ) (478 ) Total deferred tax assets 4,494 6,097 Deferred tax liabilities: Goodwill & Intangible assets of subsidiaries 376 700 Capitalized software development costs 135 476 Right To Use Asset 134 453 Depreciation 83 - Total deferred tax liabilities 728 1,629 Net deferred taxes $ 3,766 $ 4,468 |
Summary of Income Tax Contingencies [Table Text Block] | Year Ended December 31, 2022 2021 Balance at January 1 $ 42 $ 13 Additions based on tax positions related to the current year 4 29 Additions for tax positions of prior years - - Reductions for tax positions of prior years - - Settlements - - Removal for tax provisions of prior years - – Balance at December 31 $ 46 $ 42 |
Schedule Of Tax Reserves [Table Text Block] | Taxes Interest Penalty Total Tax Liability Domestic State $ 46 $ 17 $ 14 $ 77 Federal – – – – International – – – – Total reserve $ 46 $ 17 $ 14 $ 77 |
Note 10 - Related Party Trans_2
Note 10 - Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Related Party Transactions [Table Text Block] | Year Ended December 31, 2022 2021 Services provided by affiliates: National Store Retail Services (NSRS) (1) $ - $ 3,799 National Remodel & Setup Services (NRSS) (1) 8,565 3,484 Consulting and administrative services (RJ Holdings) (2) 477 567 Office lease expenses (RJ Holdings) (2) 248 248 Office and vehicle lease expenses (MPT, MCPT, MHT) (2) - 115 Consulting and administrative fees (SPARFACTS) (2) 431 325 Other (2) 157 151 Total services provided by affiliates $ 9,878 $ 8,689 Due to affiliates consists of the following (in thousands): December 31, 2022 2021 Loans from local investors:(3) China $ 1,382 $ 1,784 Mexico 623 623 Australia 693 597 Resource Plus 266 266 Total due to affiliates $ 2,964 $ 3,270 |
Note 11 - Share Based Compens_2
Note 11 - Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Option Awards Shares Price Term (Years) (thousands) Outstanding at January 1, 2021 1,457,936 $ 1.31 3.63 $ 113 Granted – – – – Exercised/cancelled 679,062 1.08 – 295 Forfeited or expired (87,712 ) – – – Outstanding at December 31, 2021 691,162 $ 1.53 2.60 $ 72 Granted – – – – Exercised 57,500 1.07 – 10 Forfeited or expired (120,562 ) – – – Outstanding at December 31, 2022 513,100 $ 1.63 2.16 $ 68 Exercisable at December 31, 2022 513,100 $ 1.63 2.15 $ 68 Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Option Awards Shares Price Term (Years) (thousands) Outstanding at January 1, 2021 430,000 $ 0.90 7.87 $ 8 Granted – - – – Exercised/cancelled 230,000 0.85 – 235 Forfeited or expired (40,000 ) – – – Outstanding at December 31, 2021 160,000 $ 0.93 6.82 $ 31 Granted – – – – Exercised 12,500 0.76 – 8 Forfeited or expired (2,500 ) - – – Outstanding at December 31, 2022 145,000 $ 0.94 5.79 $ 52 Exercisable at December 31, 2022 135,000 $ 0.98 5.64 $ 44 Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Option Awards Shares Price Term (Years) (thousands) Outstanding at January 1, 2021 – $ – – $ – Granted 565,000 1.55 4.10 – Exercised/cancelled – – – – Forfeited or expired (180,000 ) – – – Outstanding at December 31, 2021 385,000 $ 1.55 4.10 $ - Granted – – – – Exercised – – – – Forfeited or expired (10,000 ) – – – Outstanding at December 31, 2022 375,000 $ 1.55 3.10 $ – Exercisable at December 31, 2022 91,250 $ 1.55 3.10 $ – Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Option Awards Shares Price Term (Years) (thousands) Outstanding at January 1, 2021 200,000 $ 0.85 9.67 $ 60.00 Granted – – – – Exercised/cancelled 50,000 0.85 – – Forfeited or expired – – – – Outstanding at December 31, 2021 150,000 $ 0.85 8.67 $ 57 Granted – – – – Exercised 50,000 0.85 – – Forfeited or expired – – – – Outstanding at December 31, 2022 100,000 $ 0.85 7.67 $ 45 Exercisable at December 31, 2022 – $ – – $ – Weighted- Weighted- Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Option Awards Shares Price Term (Years) (thousands) Outstanding at January 1, 2021 – $ – – $ – Granted 630,000 1.90 9.15 – Exercised/cancelled – – – – Forfeited or expired – – – – Outstanding at December 31, 2021 630,000 $ 1.90 9 $ - Granted – – – – Exercised – – – – Forfeited or expired – – – – Outstanding at December 31, 2022 630,000 $ 1.90 8.15 $ – Exercisable at December 31, 2022 630,000 $ 1.90 8.15 $ – |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | Weighted- Average Grant Date Fair Value Shares per Share Unvested at January 1, 2021 – $ – Granted 138,090 1.87 Vested – – Forfeited – – Unvested at December 31, 2021 138,090 $ 1.85 Granted – Vested 99,415 1.86 Forfeited – – Unvested at December 31, 2022 38,675 $ 1.81 |
CEO Inducement Plan [Member] | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2021 Expected volatility 52.7 % Expected dividend yields 0.0 % Expected term (in years) 1 Risk free interest rate 0.76 % Expected forfeiture rate 6 % |
The 2020 Plan [Member] | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2021 Expected volatility 52.8 % Expected dividend yields 0.0 % Expected term (in years) 5 Risk free interest rate 1.0 % Expected forfeiture rate 4.0 % |
Note 12 - Segment Information (
Note 12 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Year Ended December 31, 2022 2021 Revenue, net: Americas $ 198,581 $ 186,430 Asia - Pacific 26,009 33,791 EMEA 36,678 35,498 Total revenue $ 261,268 $ 255,719 Operating income (loss): Americas $ 4,103 $ 2,427 Asia - Pacific (1,621 ) (967 ) EMEA 2,904 2,723 Total operating income $ 5,386 $ 4,183 Interest expense (income), net: Americas $ 675 $ 551 Asia - Pacific 39 (9 ) EMEA 251 43 Total interest expense $ 965 $ 585 Other (income) expense, net: Americas $ (38 ) $ 74 Asia - Pacific (62 ) (341 ) EMEA (382 ) (243 ) Total other (income), net $ (482 ) $ (510 ) Income (loss) before income tax expense: Americas $ 3,466 $ 1,802 Asia - Pacific (1,598 ) (617 ) EMEA 3,035 2,923 Total income before income tax expense $ 4,903 $ 4,108 Income tax expense: Americas $ 1,949 $ 865 Asia - Pacific (18 ) 498 EMEA 846 745 Total income tax expense $ 2,777 $ 2,108 Net income (loss): Americas $ 1,517 $ 937 Asia - Pacific (1,580 ) (1,115 ) EMEA 2,189 2,178 Total net income $ 2,126 $ 2,000 Net income attributable to non-controlling interest: Americas $ (1,857 ) $ (1,604 ) Asia - Pacific 650 103 EMEA (1,651 ) (2,278 ) Total net income attributable to non-controlling interest $ (2,858 ) $ (3,779 ) Net (loss) income attributable to SPAR Group, Inc.: Americas $ (340 ) $ (667 ) Asia - Pacific (930 ) (1,012 ) EMEA 538 (100 ) Total net (loss) attributable to SPAR Group, Inc. $ (732 ) $ (1,779 ) Depreciation and amortization: Americas $ 1,821 $ 1,974 Asia - Pacific 104 67 EMEA 108 42 Total depreciation and amortization $ 2,033 $ 2,083 Impairment of goodwill: Americas $ 2,458 $ – Asia - Pacific – – EMEA – – Total impairment of goodwill $ 2,458 $ – Capital expenditures: Americas $ 1,805 $ 1,560 Asia - Pacific 20 25 EMEA 100 137 Total capital expenditures $ 1,925 $ 1,722 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | December 31, 2022 2021 Assets: Americas $ 75,440 $ 64,960 Asia - Pacific 5,952 10,699 EMEA 13,206 13,357 Total assets $ 94,598 $ 89,016 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | Year Ended December 31, 2022 2021 Net international revenue: % of consolidated net revenue % of consolidated net revenue United States $ 112,327 43.0 % $ 100,326 39.1 % Brazil 68,301 26.1 55,219 21.6 South Africa 36,678 14.0 35,498 13.9 Mexico 9,706 3.7 22,459 8.8 China 10,931 4.2 15,769 6.2 Japan 7,133 2.7 9,704 3.8 India 6,276 2.4 7,058 2.8 Canada 8,247 3.2 8,426 3.3 Australia 1,669 0.6 1,260 0.5 Total net revenue $ 261,268 100.0 % $ 255,719 100.0 % |
Reconciliation Of Long Lived Assets From Segments To Consolidated [Table Text Block] | Year Ended December 31, 2022 2021 Long lived assets: Americas $ 4,605 $ 3,968 Asia - Pacific 1,244 1,798 EMEA 315 295 Total long lived assets $ 6,164 $ 6,061 |
Note 13 - Earnings Per Share (T
Note 13 - Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, 2022 2021 Numerator: Net loss attributable to SPAR Group, Inc. $ (732 ) $ (1,779 ) Denominator: Weighted- average common shares outstanding 22,110 21,266 Effect of dilutive securities - – Shares used in diluted net loss per share calculations 22,110 21,266 Basic net loss per common share: $ (0.03 ) $ (0.08 ) Diluted net loss per common share: $ (0.03 ) $ (0.08 ) |
Note 14 - Leases (Tables)
Note 14 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Year Ended Year Ended Lease Costs Classification December 31, 2022 December 31, 2021 Operating lease cost Selling, general and administrative expense $ 470 $ 1,013 Short-term lease cost Selling, general and administrative expense 502 513 Variable lease costs (1) Selling, general and administrative expense 20 175 Total lease cost $ 992 $ 1,701 |
Lessee, Operating Lease, Cash Flows [Table Text Block] | Year Ended Year Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 997 $ 1,543 Right-of-use assets obtained in exchange for lease obligations Operating leases $ - $ 2,172 |
Operating Lease, Leases Asset and Liability [Table Text Block] | Leases December 31, 2022 December 31, 2021 Assets: Operating lease right-of-use assets $ 969 $ 1,781 Liabilities: Current portion of operating lease liabilities 363 1,019 Non-current portion of operating lease liabilities 606 762 Total operating lease liabilities 969 1,781 Weighted average remaining lease term - operating leases (in years) 2.04 4.92 Weighted average discount rate - operating leases 6.4 % 24.0 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | For the Year Ended December 31, Amount 2023 420 2024 278 2025 422 2026 74 2027 49 Thereafter 45 Less: Present value discount 319 Present value of operating lease liabilities 969 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Number of Reportable Segments | 3 | 2 |
Accounts Receivable, Allowance for Credit Loss, Ending Balance | $ 1,600,000 | $ 600,000 |
Accounts Receivable, Credit Loss Expense (Reversal) | 1,300,000 | 100,000 |
Advertising Expense | $ 19,549 | $ 9,298 |
Minimum [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |
Minimum [Member] | Software and Software Development Costs [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 7 years | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 7 years | |
Maximum [Member] | Software and Software Development Costs [Member] | ||
Property, Plant and Equipment, Useful Life (Year) | 5 years | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Number of Major Customers | 0 | 0 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||
Number of Major Customers | 0 | 0 |
Note 3 - Supplemental Balance_3
Note 3 - Supplemental Balance Sheet Information (in Thousands) (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | Dec. 31, 2011 | |
Depreciation, Amortization and Accretion, Net, Total | $ 2,000 | $ 2,100 | ||
Goodwill, Impaired, Accumulated Impairment Loss | 2,500 | 0 | ||
Goodwill, Ending Balance | 1,708 | 4,166 | ||
Finite-Lived Intangible Assets, Gross, Total | 5,833 | 5,652 | ||
Goodwill, Impairment Loss | 2,458 | 0 | ||
Resource Plus, Inc [Member] | ||||
Goodwill, Ending Balance | $ 2,000 | |||
Goodwill, Impairment Loss | 2,000 | |||
Mexico Business Member] | ||||
Goodwill, Ending Balance | $ 500 | |||
Goodwill, Impairment Loss | 500 | |||
Resource Plus, Inc [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 51% | |||
Mexico Business Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 51% | |||
Capitalized Software Costs [Member] | ||||
Capitalized Computer Software, Gross | 1,500 | 1,200 | ||
Capitalized Computer Software, Amortization | 1,200 | 1,200 | ||
Brand and Technology [Member] | Resource Plus, Inc [Member] | ||||
Finite-Lived Intangible Assets, Gross, Total | $ 1,200 | |||
Customer Contracts And Lists [Member] | ||||
Finite-Lived Intangible Assets, Gross, Total | 3,543 | 3,362 | ||
Amortization of Intangible Assets | $ 400 | $ 500 | ||
Customer Contracts And Lists [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 5 years | |||
Customer Contracts And Lists [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 25 years |
Note 3 - Supplemental Balance_4
Note 3 - Supplemental Balance Sheet Information (in Thousands) - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable | $ 65,368 | $ 54,735 |
Less allowance for doubtful accounts | (1,654) | (564) |
Accounts receivable, net | 63,714 | 54,171 |
Trade Accounts Receivable [Member] | ||
Accounts receivable | 53,658 | 44,424 |
Unbilled [Member] | ||
Accounts receivable | 10,436 | 8,168 |
Non-Trade [Member] | ||
Accounts receivable | $ 1,274 | $ 2,143 |
Note 3 - Supplemental Balance_5
Note 3 - Supplemental Balance Sheet Information (in Thousands) - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property and equipment | $ 25,078 | $ 23,234 |
Less accumulated depreciation and amortization | (21,817) | (20,305) |
Property and equipment, net | 3,261 | 2,929 |
Equipment [Member] | ||
Property and equipment | 5,109 | 4,741 |
Furniture and Fixtures [Member] | ||
Property and equipment | 2,319 | 2,319 |
Leaseholds and Leasehold Improvements [Member] | ||
Property and equipment | 352 | 351 |
Software Development [Member] | ||
Property and equipment | $ 17,298 | $ 15,823 |
Note 3 - Supplemental Balance_6
Note 3 - Supplemental Balance Sheet Information (in Thousands) - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance | $ 4,166 | |
Change in goodwill due to impact of foreign currency | 0 | |
Impairment of goodwill | (2,458) | $ 0 |
Balance | 1,708 | 4,166 |
UNITED STATES | ||
Balance | 3,728 | |
Change in goodwill due to impact of foreign currency | 0 | |
Impairment of goodwill | (2,458) | |
Balance | 1,270 | 3,728 |
Asia Pacific [Member] | ||
Balance | 0 | |
Change in goodwill due to impact of foreign currency | 0 | |
Impairment of goodwill | 0 | 0 |
Balance | 0 | 0 |
EMEA [Member] | ||
Balance | 438 | |
Change in goodwill due to impact of foreign currency | 0 | |
Impairment of goodwill | 0 | 0 |
Balance | $ 438 | $ 438 |
Note 3 - Supplemental Balance_7
Note 3 - Supplemental Balance Sheet Information (in Thousands) - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Gross, Total | $ 5,833 | $ 5,652 |
Less accumulated amortization | (3,793) | (3,357) |
Intangible assets, net | 2,040 | 2,295 |
Customer Contracts And Lists [Member] | ||
Finite-Lived Intangible Assets, Gross, Total | 3,543 | 3,362 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets, Gross, Total | 900 | 900 |
Patents [Member] | ||
Finite-Lived Intangible Assets, Gross, Total | 870 | 870 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets, Gross, Total | $ 520 | $ 520 |
Note 3 - Supplemental Balance_8
Note 3 - Supplemental Balance Sheet Information (in Thousands) - Annual Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
2023 | $ 351 | |
2024 | 290 | |
2025 | 204 | |
2026 | 204 | |
2027 | 108 | |
Thereafter | 883 | |
Total | $ 2,040 | $ 2,295 |
Note 3 - Supplemental Balance_9
Note 3 - Supplemental Balance Sheet Information (in Thousands) - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Taxes payable | $ 2,660 | $ 2,397 |
Accrued salaries and wages | 9,327 | 8,082 |
Accrued accounting and legal expenses | 2,186 | 1,251 |
Accrued third party labor | 2,411 | 1,927 |
Majority stockholders change of control agreement | 4,478 | |
Other | 3,677 | 3,896 |
Accrued expenses and other current liabilities | $ 20,261 | $ 22,031 |
Note 4 - Debt (Details Textual)
Note 4 - Debt (Details Textual) $ in Thousands, ر.س in Millions, ¥ in Millions, $ in Millions, $ in Millions | 6 Months Ended | |||||||||||||||||||
Jul. 01, 2022 USD ($) | Mar. 22, 2021 USD ($) | Jun. 30, 2021 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 AUD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 SAR (ر.س) | Sep. 30, 2022 USD ($) | Jul. 01, 2022 CAD ($) | Jun. 30, 2022 | Mar. 31, 2022 SAR (ر.س) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 AUD ($) | Dec. 31, 2021 CNY (¥) | Mar. 22, 2021 CAD ($) | Jan. 05, 2021 USD ($) | Jan. 05, 2021 CAD ($) | Jan. 04, 2021 USD ($) | Jan. 09, 2018 USD ($) | Oct. 31, 2017 AUD ($) | |
Cash and Cash Equivalents, at Carrying Value, Total | $ 9,345 | $ 13,473 | ||||||||||||||||||
Cash Balance With Fifth Third Bank [Member] | ||||||||||||||||||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 900 | |||||||||||||||||||
Resource Plus Acquisition Note [Member] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,300 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.85% | |||||||||||||||||||
Notes Payable, Total | $ 1,000 | |||||||||||||||||||
Industrial Bank [Member] | SPAR China [Member] | ||||||||||||||||||||
Debt Instrument, Face Amount | ¥ | ¥ 3 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4% | 4% | 4% | 4% | ||||||||||||||||
Long-Term Debt, Total | $ 400 | ¥ 3 | 500 | ¥ 3 | ||||||||||||||||
CCB Bank [Member] | SPAR China [Member] | ||||||||||||||||||||
Long-Term Debt, Total | ¥ 1 | $ 0 | 100 | 1 | ||||||||||||||||
Industrial Bank and Commercial Bank of China [Member] | SPAR China [Member] | ||||||||||||||||||||
Debt Instrument, Face Amount | ¥ | 2 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.15% | 4.15% | 4.15% | 4.15% | ||||||||||||||||
Long-Term Debt, Total | $ 300 | ¥ 2 | 300 | ¥ 2 | ||||||||||||||||
Investec Bank Ltd. [Member] | SGRP Meridian [Member] | ||||||||||||||||||||
Debt Instrument, Face Amount | ر.س | ر.س 30.0 | ر.س 60.0 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.50% | 10.50% | 10.50% | 10.50% | ||||||||||||||||
Long-Term Debt, Total | $ 3,100 | ر.س 52.3 | ||||||||||||||||||
Revolving Credit Facility [Member] | North Mill, LLC [Member] | SPAR Marketing Force [Member] | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 17,500 | $ 16,500 | ||||||||||||||||||
Borrowing Base Availability for Unbilled Receivables, Percentage | 80% | 70% | ||||||||||||||||||
Debt Instrument, Covenant, Unbilled Cap | $ 6,500 | $ 5,500 | $ 4,500 | |||||||||||||||||
Borrowing Base Availability for Billed Receivables, Percentage | 90% | 85% | ||||||||||||||||||
Revolving Credit Facility [Member] | North Mill, LLC [Member] | SPAR Canada Company [Member] | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1.5 | $ 1.5 | ||||||||||||||||||
Revolving Credit Facility [Member] | North Mill, LLC [Member] | NM Loan Agreement [Member] | SPAR Marketing Force [Member] | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 14,500 | |||||||||||||||||||
Debt Instrument, Covenant, Unbilled Cap | $ 4,500 | $ 3,900 | ||||||||||||||||||
Revolving Credit Facility [Member] | North Mill, LLC [Member] | NM Loan Agreement [Member] | SPAR Marketing Force [Member] | Maximum [Member] | ||||||||||||||||||||
Borrowing Base Availability for Unbilled Receivables, Percentage | 70% | |||||||||||||||||||
Revolving Credit Facility [Member] | North Mill, LLC [Member] | NM Loan Agreement [Member] | SPAR Canada Company [Member] | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1.5 | |||||||||||||||||||
Revolving Credit Facility [Member] | Fifth Third Bank [Member] | ||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,500 | |||||||||||||||||||
Long-Term Line of Credit, Total | 0 | 0 | ||||||||||||||||||
Revolving Credit Facility [Member] | National Australia Bank [Member] | ||||||||||||||||||||
Long-Term Line of Credit, Total | $ 100 | $ 0.2 | $ 100 | $ 0.2 | ||||||||||||||||
Line of Credit, Current | $ 0.8 | |||||||||||||||||||
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability | 80% | |||||||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 10.60% | 10.60% | 10.60% | 10.60% |
Note 4 - Debt - Summary of Cred
Note 4 - Debt - Summary of Credit and Other Debt Facilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Interest Rate | ||
Balance | $ 17,980 | $ 11,042 |
Balance outstanding | $ 1,376 | $ 700 |
USA - North Mill Capital [Member] | ||
Interest Rate | 5.25% | 5.38% |
Balance | $ 14,399 | $ 9,680 |
Investec Bank Ltd. [Member] | ||
Interest Rate | 10.50% | |
Balance | $ 1,700 | $ 0 |
Balance outstanding | $ 1,376 | $ 0 |
USA - Resource Plus Sellers, Short-term [Member] | ||
Interest Rate | 1.85% | 1.87% |
Balance | $ 1,000 | $ 300 |
USA - Resource Plus Sellers [Member] | ||
Interest Rate | 0% | 1.87% |
Balance outstanding | $ 0 | $ 700 |
National Australia Bank [Member] | ||
Interest Rate | 10.60% | 6.76% |
Balance | $ 156 | $ 118 |
People's Bank of China [Member] | ||
Interest Rate | 0% | 3.71% |
Balance | $ 0 | $ 157 |
Industrial Bank [Member] | ||
Interest Rate | 4% | 6.17% |
Balance | $ 435 | $ 472 |
Industrial Bank and Commercial Bank of China [Member] | ||
Interest Rate | 4.15% | 4.23% |
Balance | $ 290 | $ 315 |
Note 4 - Debt - Unused Availabi
Note 4 - Debt - Unused Availability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Unused Availability | $ 5,446 | $ 6,674 |
UNITED STATES | ||
Unused Availability | 4,601 | 5,319 |
MEXICO | ||
Unused Availability | 1 | 743 |
CHINA | ||
Unused Availability | 0 | 157 |
AUSTRALIA | ||
Unused Availability | 390 | 455 |
SOUTH AFRICA | ||
Unused Availability | $ 454 | $ 0 |
Note 5 - Income Taxes (Details
Note 5 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Continuing Operations, Global Intangible Low-taxed Income | $ 325 | $ 400 |
Effective Income Tax Rate Reconciliation, Percent, Total | 56.60% | 51.30% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Deferred Tax Assets, Net, Total | $ 3,766 | $ 4,468 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 46 | |
Unrecognized Tax Benefits, Income Tax Penalties Expense | 800 | 3 |
Unrecognized Tax Benefits, Interest on Income Taxes Expense | 300 | 700 |
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 14 | 13 |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | $ 17 | $ 16 |
Open Tax Year | 2019 2020 2021 2022 | |
Domestic Tax Authority [Member] | ||
Deferred Tax Assets, Net, Total | $ 2,200 | |
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 0 | |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | $ 0 | |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | |
Operating Loss Carryforwards | $ 5,100 | |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | 1,100 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 630 | |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | Research Tax Credit Carryforward [Member] | ||
Tax Credit Carryforward, Amount | 240 | |
State and Local Jurisdiction [Member] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 88,000 | |
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 14 | |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 17 | |
Foreign Tax Authority [Member] | ||
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 0 | |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 0 | |
Foreign Tax Authority [Member] | Brazilian Federal Revenue Office [Member] | ||
Operating Loss Carryforwards, Not Subject to Expiration | 1,900 | |
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 662 | |
Foreign Tax Authority [Member] | Australian Taxation Office [Member] | ||
Operating Loss Carryforwards, Not Subject to Expiration | 1,200 | |
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 346 | |
Foreign Tax Authority [Member] | State Administration of Taxation, China [Member] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 264 | |
Operating Loss Carryforwards, Subject to Expiration | 1,100 | |
Foreign Tax Authority [Member] | Mexican Tax Authority [Member] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 187 | |
Operating Loss Carryforwards, Subject to Expiration | 622 | |
Foreign Tax Authority [Member] | National Tax Agency, Japan [Member] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 4 | |
Operating Loss Carryforwards, Subject to Expiration | $ 11 |
Note 5 - Income Taxes - Income
Note 5 - Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Domestic | $ (4,079) | $ (5,672) |
Foreign | 8,982 | 9,780 |
Income (loss) before income taxes | 4,903 | 4,108 |
Federal | 24 | 0 |
Foreign | 2,705 | 2,438 |
State | 66 | 117 |
Federal | (128) | (654) |
Foreign | 317 | 219 |
State | (207) | (12) |
Net expense | $ 2,777 | $ 2,108 |
Note 5 - Income Taxes - Incom_2
Note 5 - Income Taxes - Income Taxes Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Provision for income taxes at federal statutory rate | $ 1,030 | $ 863 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
State income taxes, net of federal benefit | $ (125) | $ 68 |
State income taxes, net of federal benefit, rate | (2.50%) | 1.60% |
Permanent differences | $ (19) | $ 74 |
Permanent differences, rate | (0.40%) | 1.80% |
Goodwill impairment | $ 517 | $ 0 |
Goodwill impairment, rate | 10.50% | 0% |
Return to provision adjustment | $ (223) | $ 0 |
Return to provision adjustment, rate | (4.50%) | 0% |
Foreign tax rate differential | $ 1,016 | $ 731 |
Foreign tax rate differential, rate | 20.70% | 17.80% |
GILTI tax | $ 323 | $ 401 |
GILTI tax, rate | 6.60% | 9.70% |
Change in valuation allowance | $ 308 | $ 0 |
Change in Valuation Allowance, rate | 6.30% | 0% |
Other | $ (50) | $ (29) |
Other, rate | (1.10%) | (0.60%) |
Net expense | $ 2,777 | $ 2,108 |
Net expense, rate | 56.60% | 51.30% |
Note 5 - Income Taxes - Deferre
Note 5 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Net operating loss carry forwards | $ 2,627 | $ 4,144 |
Federal Research and Development Credit | 240 | 240 |
Deferred revenue | 86 | 330 |
Accrued payroll | 270 | 217 |
Payroll taxes payable | 0 | 100 |
Outside basis in domestic partnership | 16 | 92 |
Allowance for doubtful accounts and other receivable | 327 | 93 |
Share-based compensation expense | 326 | 407 |
Business interest limitation | 340 | 0 |
Depreciation | 0 | 156 |
Operating Lease Liability | 134 | 453 |
Other | 739 | 343 |
Valuation allowance | (611) | (478) |
Total deferred tax assets | 4,494 | 6,097 |
Goodwill & Intangible assets of subsidiaries | 376 | 700 |
Capitalized software development costs | 135 | 476 |
Right To Use Asset | 134 | 453 |
Depreciation | 83 | 0 |
Total deferred tax liabilities | 728 | 1,629 |
Net deferred taxes | $ 3,766 | $ 4,468 |
Note 5 - Income Taxes - Reconci
Note 5 - Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance at January 1 | $ 42 | $ 13 |
Additions based on tax positions related to the current year | 4 | 29 |
Additions for tax positions of prior years | 0 | 0 |
Reductions for tax positions of prior years | 0 | 0 |
Settlements | 0 | 0 |
Removal for tax provisions of prior years | 0 | 0 |
Balance at December 31 | $ 46 | $ 42 |
Note 5 - Income Taxes - Tax Res
Note 5 - Income Taxes - Tax Reserves (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Taxes | $ 46 | $ 42 | $ 13 |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 17 | 16 | |
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 14 | $ 13 | |
Total Tax Liability | 77 | ||
State and Local Jurisdiction [Member] | |||
Taxes | 46 | ||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 17 | ||
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 14 | ||
Total Tax Liability | 77 | ||
Domestic Tax Authority [Member] | |||
Taxes | 0 | ||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 0 | ||
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 0 | ||
Total Tax Liability | 0 | ||
Foreign Tax Authority [Member] | |||
Taxes | 0 | ||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 0 | ||
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 0 | ||
Total Tax Liability | $ 0 |
Note 7 - Common Stock (Details
Note 7 - Common Stock (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | May 24, 2022 | |
Common Stock, Shares Authorized (in shares) | 47,000,000 | 47,000,000 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 | |
Dividends, Common Stock, Cash | $ 0 | $ 0 | |
Treasury Stock, Value, Acquired, Cost Method | $ 181,000 | ||
The 2022 Stock Repurchase Program [Member] | |||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased (in shares) | 500,000 | ||
Treasury Stock, Shares, Acquired (in shares) | 151,156 | ||
Treasury Stock, Value, Acquired, Cost Method | $ 187,427 |
Note 8 - Preferred Stock (Detai
Note 8 - Preferred Stock (Details Textual) | 12 Months Ended | |||
Jan. 28, 2022 shares | Dec. 31, 2022 $ / shares shares | Jan. 25, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Preferred Stock, Shares Authorized (in shares) | 3,000,000 | |||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | |||
Conversion of Series B Preferred Stock into Common Stock [Member] | ||||
Conversion of Stock, Shares Converted (in shares) | 1,145,247 | |||
Conversion of Stock, Shares Issued (in shares) | 1,717,870 | |||
Series A Preferred Stock [Member] | ||||
Preferred Stock, Shares Authorized (in shares) | 2,445,598 | 2,445,598 | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 | |||
Series A Preferred Stock [Member] | Maximum [Member] | ||||
Preferred Stock, Shares Authorized (in shares) | 3,000,000 | |||
Series B Preferred Stock [Member] | ||||
Preferred Stock, Shares Authorized (in shares) | 2,000,000 | 2,000,000 | 0 | |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Preferred Stock, Convertible, Conversion Ratio | 1.5 | |||
Stock Issued During Period, Shares, New Issues (in shares) | 2,000,000 | |||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 854,753 | 0 | ||
Preferred Stock, Convertible, Shares Issuable (in shares) | 1,282,129 |
Note 9 - Retirement Plans (Deta
Note 9 - Retirement Plans (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 100,000 | $ 72,000 |
Note 10 - Related Party Trans_3
Note 10 - Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | ||||||
Mar. 24, 2022 | Jan. 28, 2022 | Jan. 25, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 27, 2022 | |
Change in Amount, Change Due to Non-cash Majority Stockholders Control Agreement, Expense | $ 0 | $ 4,478,000 | |||||
Phantom Share Units (PSUs) [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 111,111 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | ||||||
Meridian [Member] | |||||||
Noncontrolling Interest, Ownership Percentage by Parent | 51% | ||||||
Sparfacts [Member] | |||||||
Noncontrolling Interest, Ownership Percentage by Parent | 51% | ||||||
NMS [Member] | Minimum [Member] | |||||||
Percent of Reimbursement | 4% | ||||||
NMS [Member] | Maximum [Member] | |||||||
Percent of Reimbursement | 10% | ||||||
CIC Agreement [Member] | |||||||
Change in Amount, Change Due to Non-cash Majority Stockholders Control Agreement, Expense | $ 4,477,585 | ||||||
Preferred Stock, Shares Issued (in shares) | 2,000,000 | 3,000,000 | |||||
Preferred Stock, Shares Issuable (in shares) | 3,000,000 | ||||||
Preferred Stock, Value, Issued, Ending Balance | $ 3,690,000 | ||||||
Share Price (in dollars per share) | $ 1.23 | ||||||
CIC Agreement [Member] | James R. Brown [Member] | |||||||
Cash Payment | 250,000 | ||||||
Related Party Transactions, Maximum Amount of Reimbursement for Legal Fees | 35,000 | ||||||
CIC Agreement [Member] | SAS [Member] | |||||||
Related Party Transactions, Settlement of Obligations and Related Claim | $ 502,585 | ||||||
James R. Brown [Member] | Brown Advisor Agreement [Member] | |||||||
Related Party Transaction, Amounts of Transaction | $ 55,000 | ||||||
Thenablers, Ltd. [Member] | Lazaretos Consulting Agreement [Member] | |||||||
Related Party Transaction, Amounts of Transaction, Rate Per Month | $ 10,000 | ||||||
WB Marketing, Inc [Member] | Service Fees [Member] | |||||||
Related Party Transaction, Amounts of Transaction | $ 189,000 | ||||||
SAS [Member] | Premium Adjustments [Member] | |||||||
Related Party Transaction, Amounts of Transaction | 220,558 | ||||||
SAS [Member] | Remaining Premium Adjustments [Member] | |||||||
Related Party Transaction, Amounts of Transaction | 1,102,790 | ||||||
William Bartels [Member] | |||||||
Liability, Pension and Other Postretirement and Postemployment Benefits, Current | $ 290,917 | ||||||
William Bartels [Member] | SPAR Group [Member] | |||||||
Pension and Other Postretirement Benefits Cost (Reversal of Cost), Total | $ 700,000 |
Note 10 - Related-party Transac
Note 10 - Related-party Transactions - Transactions Between the Company and Affiliates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
National Store Retail Services (NSRS) (1) | $ 9,878 | $ 8,689 | |
Due to affiliates | [1] | 2,964 | 3,270 |
Loans Due to Affiliates [Member] | Local Investors in China [Member] | |||
Due to affiliates | [1] | 1,382 | |
Loans Due to Affiliates [Member] | Local Investors in Mexico [Member] | |||
Due to affiliates | [1] | 623 | 623 |
Loans Due to Affiliates [Member] | Local Investors in Australia [Member] | |||
Due to affiliates | [1] | 693 | 597 |
Loans Due to Affiliates [Member] | Local Investors Related to Resource Plus [Member] | |||
Due to affiliates | [1] | 266 | 266 |
Loans Due from Affiliates [Member] | Local Investors in China [Member] | |||
Due to affiliates | [1] | 1,784 | |
NSRS [Member] | |||
National Store Retail Services (NSRS) (1) | [2] | 0 | 3,799 |
National Remodel and Setup Services [Member] | |||
National Store Retail Services (NSRS) (1) | [2] | 8,565 | 3,484 |
Consulting and Administrative Services (CON) [Member] | |||
National Store Retail Services (NSRS) (1) | [3] | 477 | 567 |
Office lease expenses (Mr. Burdekin) [Member] | |||
National Store Retail Services (NSRS) (1) | [3] | 248 | 248 |
Office And Vehicle Rental MHT [Member] | |||
National Store Retail Services (NSRS) (1) | [3] | 0 | 115 |
Consulting and administrative fees (SPARFACTS) [Member] | |||
National Store Retail Services (NSRS) (1) | [3] | 431 | 325 |
Other [Member] | |||
National Store Retail Services (NSRS) (1) | [3] | $ 157 | $ 151 |
[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.[2]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.[3]These expenses are reflected in "Selling, general, and administrative expense" expense in the consolidated statements of operations and comprehensive (loss) income |
Note 11 - Share Based Compens_3
Note 11 - Share Based Compensation (Details Textual) - USD ($) | 12 Months Ended | |||||||||
Aug. 31, 2022 | Aug. 02, 2021 | May 15, 2021 | Feb. 22, 2021 | Jan. 19, 2021 | Aug. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 04, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expense | $ 346,000 | $ 711,000 | ||||||||
The 2021 Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures, Total (in shares) | 0 | 0 | ||||||||
The 2020 Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures, Total (in shares) | 0 | |||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 1.55 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 0 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 565,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0 | |||||||||
The 2008 Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 57,500 | 679,062 | ||||||||
Share-Based Payment Arrangement, Expense | $ 0 | $ 13,000 | ||||||||
Share-Based Payment Arrangement, Expense, Tax Benefit | 0 | $ 3,000 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 0 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 10,000 | $ 295,000 | ||||||||
The 2018 Plan [Member] | ||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0 | $ 0 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 12,500 | 230,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 8,000 | $ 235,000 | ||||||||
Inducement Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures, Total (in shares) | 0 | |||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0 | $ 0 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 50,000 | 50,000 | ||||||||
Share-Based Payment Arrangement, Expense | $ 19,000 | $ 22,000 | ||||||||
Share-Based Payment Arrangement, Expense, Tax Benefit | 5,000 | $ 5,000 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 32,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 45,000 | $ 37,000 | ||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 8 months 12 days | |||||||||
CEO Inducement Plan [Member] | ||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 1.90 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 630,000 | |||||||||
SGRP Shares [Member] | The 2021 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 400,000 | |||||||||
SGRP Shares [Member] | The 2020 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 550,000 | |||||||||
Restricted Stock Units (RSUs) [Member] | The 2021 Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 0 | 58,011 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 150,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 14,502 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 29,004 | |||||||||
Restricted Stock Units (RSUs) [Member] | The 2021 Plan [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||
Share-Based Payment Arrangement, Option [Member] | The 2021 Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 4 years | |||||||||
Share-Based Payment Arrangement, Option [Member] | The 2020 Plan [Member] | ||||||||||
Share-Based Payment Arrangement, Expense | $ 58,000 | $ 57,000 | ||||||||
Share-Based Payment Arrangement, Expense, Tax Benefit | 15,000 | 16,000 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 121,000 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 1 month 6 days | |||||||||
Share-Based Payment Arrangement, Option [Member] | The 2018 Plan [Member] | ||||||||||
Share-Based Payment Arrangement, Expense | $ 6,000 | 23,000 | ||||||||
Share-Based Payment Arrangement, Expense, Tax Benefit | 2,000 | 6,000 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 0 | |||||||||
Share-Based Payment Arrangement, Option [Member] | CEO Inducement Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 0 | |||||||||
Share-Based Payment Arrangement, Expense | $ 85,000 | 509,000 | ||||||||
Share-Based Payment Arrangement, Expense, Tax Benefit | 21,000 | $ 126,000 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | 0 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0 | |||||||||
SGRP Shares for Each of Up to First Three Additional New Directors During Period December 1, 2020, to April 30, 2021 [Member] | The 2020 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 50,000 | |||||||||
SGRP Shares for Three Additional New Directors During Period December 1, 2020, to April 30, 2021 [Member] | The 2020 Plan [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 700,000 | |||||||||
SGRP Shares for One Additional New Director On Plan Effective Date [Member] | The 2020 Plan [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 600,000 | |||||||||
Restricted Stock [Member] | The 2018 Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 138,090 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0 | $ 1.87 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 99,415 | 0 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 38,675 | 138,090 | 0 | |||||||
Share-Based Payment Arrangement, Expense | $ 101,000 | $ 87,000 | ||||||||
Share-Based Payment Arrangement, Expense, Tax Benefit | 25,000 | 21,000 | ||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 56,000 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 7 months 6 days | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 120,000 | $ 0 | ||||||||
Chief Global Commercial Officer [Member] | SGRP Shares [Member] | ||||||||||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Granted in Period Total Fair Value | $ 50,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 26,882 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 1.86 | |||||||||
Chief Global Commercial Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||
Chief Strategy and Growth Officer [Member] | SGRP Shares [Member] | ||||||||||
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other than Options Granted in Period Total Fair Value | $ 50,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 26,882 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 1.86 | |||||||||
Chief Strategy and Growth Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||
Chief Executive Officer [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures, Total (in shares) | 630,000 | |||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 1.90 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 1.90 | |||||||||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 89,286 | 26,315 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 1.12 | $ 1.90 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 50,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 100,000 | |||||||||
Chief Financial Officer [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures, Total (in shares) | 200,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 0.85 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 0 | |||||||||
Chief Financial Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||
Chief Financial Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||
Chief Financial Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 50% | |||||||||
The 19 Employees [Member] | The 2020 Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 125,000 | |||||||||
Director One [Member] | The 2020 Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 10,000 | |||||||||
Each Member of Board of Directors [Member] | The 2020 Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 50,000 |
Note 11 - Share Based Compens_4
Note 11 - Share Based Compensation - Stock Option Activity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inducement Plan [Member] | ||||
Covered Shares (in shares) | 150,000 | 200,000 | ||
Weighted- Average Exercise Price (in dollars per share) | $ 0.85 | $ 0.85 | ||
Weighted- Average Remaining Contractual Term (Year) | 7 years 8 months 1 day | 8 years 8 months 1 day | 9 years 8 months 1 day | |
Aggregate Intrinsic Value | $ 45,000 | $ 45,000 | $ 57,000 | $ 60,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 50,000 | 50,000 | ||
Exercised/cancelled, weighted-average exercise price (in dollars per share) | $ 0.85 | $ 0.85 | ||
Exercised/ cancelled, aggregate intrinsic value | $ 45,000 | $ 37,000 | ||
Forfeited or expired, covered shares (in shares) | 0 | 0 | ||
Covered Shares (in shares) | 100,000 | 100,000 | 150,000 | 200,000 |
Weighted- Average Exercise Price (in dollars per share) | $ 0.85 | $ 0.85 | $ 0.85 | $ 0.85 |
Exercisable, covered shares (in shares) | 0 | 0 | ||
Exercisable, weighted-average exercise price (in dollars per share) | $ 0 | $ 0 | ||
Exercisable, aggregate intrinsic value | $ 0 | $ 0 | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0 | $ 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 45,000 | $ 37,000 | ||
Forfeited or expired, weighted-average exercise price (in dollars per share) | $ 0 | $ 0 | ||
Forfeited or expired, covered shares (in shares) | 0 | 0 | ||
CEO Inducement Plan [Member] | ||||
Covered Shares (in shares) | 630,000 | 0 | ||
Weighted- Average Exercise Price (in dollars per share) | $ 1.90 | $ 0 | ||
Weighted- Average Remaining Contractual Term (Year) | 8 years 1 month 24 days | 9 years | ||
Aggregate Intrinsic Value | $ 0 | $ 0 | $ 0 | $ 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 630,000 | |||
Covered Shares (in shares) | 630,000 | 630,000 | 630,000 | 0 |
Weighted- Average Exercise Price (in dollars per share) | $ 1.90 | $ 1.90 | $ 1.90 | $ 0 |
Exercisable, covered shares (in shares) | 630,000 | 630,000 | ||
Exercisable, weighted-average exercise price (in dollars per share) | $ 1.90 | $ 1.90 | ||
Exercisable, weighted average remaining contractual term (Year) | 8 years 1 month 24 days | |||
Exercisable, aggregate intrinsic value | $ 0 | $ 0 | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 1.90 | |||
Granted, weighted-average remaining contractual term (Year) | 9 years 1 month 24 days | |||
Granted, weighted-average exercise price (Year) | 9 years 1 month 24 days | |||
The 2008 Plan [Member] | ||||
Covered Shares (in shares) | 691,162 | 1,457,936 | ||
Weighted- Average Exercise Price (in dollars per share) | $ 1.53 | $ 1.31 | ||
Weighted- Average Remaining Contractual Term (Year) | 2 years 1 month 28 days | 2 years 7 months 6 days | 3 years 7 months 17 days | |
Aggregate Intrinsic Value | $ 68,000 | $ 68,000 | $ 72,000 | $ 113,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 57,500 | 679,062 | ||
Exercised/cancelled, weighted-average exercise price (in dollars per share) | $ 1.07 | $ 1.08 | ||
Exercised/ cancelled, aggregate intrinsic value | $ 10,000 | $ 295,000 | ||
Forfeited or expired, covered shares (in shares) | (120,562) | (87,712) | ||
Covered Shares (in shares) | 513,100 | 513,100 | 691,162 | 1,457,936 |
Weighted- Average Exercise Price (in dollars per share) | $ 1.63 | $ 1.63 | $ 1.53 | $ 1.31 |
Exercisable, covered shares (in shares) | 513,100 | 513,100 | ||
Exercisable, weighted-average exercise price (in dollars per share) | $ 1.63 | $ 1.63 | ||
Exercisable, weighted average remaining contractual term (Year) | 2 years 1 month 24 days | |||
Exercisable, aggregate intrinsic value | $ 68,000 | $ 68,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 10,000 | $ 295,000 | ||
Forfeited or expired, covered shares (in shares) | 120,562 | 87,712 | ||
The 2018 Plan [Member] | ||||
Covered Shares (in shares) | 160,000 | 430,000 | ||
Weighted- Average Exercise Price (in dollars per share) | $ 0.93 | $ 0.90 | ||
Weighted- Average Remaining Contractual Term (Year) | 5 years 9 months 14 days | 6 years 9 months 25 days | 7 years 10 months 13 days | |
Aggregate Intrinsic Value | $ 52,000 | $ 52,000 | $ 31,000 | $ 8,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 12,500 | 230,000 | ||
Exercised/cancelled, weighted-average exercise price (in dollars per share) | $ 0.76 | $ 0.85 | ||
Exercised/ cancelled, aggregate intrinsic value | $ 8,000 | $ 235,000 | ||
Forfeited or expired, covered shares (in shares) | (2,500) | (40,000) | ||
Covered Shares (in shares) | 145,000 | 145,000 | 160,000 | 430,000 |
Weighted- Average Exercise Price (in dollars per share) | $ 0.94 | $ 0.94 | $ 0.93 | $ 0.90 |
Exercisable, covered shares (in shares) | 135,000 | 135,000 | ||
Exercisable, weighted-average exercise price (in dollars per share) | $ 0.98 | $ 0.98 | ||
Exercisable, weighted average remaining contractual term (Year) | 5 years 7 months 20 days | |||
Exercisable, aggregate intrinsic value | $ 44,000 | $ 44,000 | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0 | $ 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 8,000 | $ 235,000 | ||
Forfeited or expired, weighted-average exercise price (in dollars per share) | $ 0 | $ 0 | ||
Forfeited or expired, covered shares (in shares) | 2,500 | 40,000 | ||
The 2020 Plan [Member] | ||||
Covered Shares (in shares) | 385,000 | 0 | ||
Weighted- Average Exercise Price (in dollars per share) | $ 1.55 | $ 0 | ||
Weighted- Average Remaining Contractual Term (Year) | 3 years 1 month 6 days | 4 years 1 month 6 days | ||
Aggregate Intrinsic Value | $ 0 | $ 0 | $ 0 | $ 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 565,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 0 | |||
Exercised/ cancelled, aggregate intrinsic value | $ 0 | |||
Forfeited or expired, covered shares (in shares) | (10,000) | (180,000) | ||
Covered Shares (in shares) | 375,000 | 375,000 | 385,000 | 0 |
Weighted- Average Exercise Price (in dollars per share) | $ 1.55 | $ 1.55 | $ 1.55 | $ 0 |
Exercisable, covered shares (in shares) | 91,250 | 91,250 | ||
Exercisable, weighted-average exercise price (in dollars per share) | $ 1.55 | $ 1.55 | ||
Exercisable, weighted average remaining contractual term (Year) | 3 years 1 month 6 days | |||
Exercisable, aggregate intrinsic value | $ 0 | $ 0 | ||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 1.55 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0 | |||
Forfeited or expired, weighted-average exercise price (in dollars per share) | $ 0 | |||
Granted, weighted-average remaining contractual term (Year) | 4 years 1 month 6 days | |||
Forfeited or expired, covered shares (in shares) | 10,000 | 180,000 | ||
Granted, weighted-average exercise price (Year) | 4 years 1 month 6 days |
Note 11 - Share Based Compens_5
Note 11 - Share Based Compensation - Valuation Assumptions- 2020 Plan (Details) - The 2020 Plan [Member] - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Expected volatility | 52.80% |
Expected dividend yields | 0% |
Expected term (in years) (Year) | 5 years |
Risk free interest rate | 1% |
Expected forfeiture rate | 4% |
Note 11 - Share Based Compens_6
Note 11 - Share Based Compensation - Valuation Assumption - CEO Plan (Details) - CEO Inducement Plan [Member] - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Expected volatility | 52.70% |
Expected dividend yields | 0% |
Expected term (in years) (Year) | 1 year |
Risk free interest rate | 0.76% |
Expected forfeiture rate | 6% |
Note 11 - Share Based Compens_7
Note 11 - Share Based Compensation - Restricted Stock Activity (Details) - Restricted Stock [Member] - The 2018 Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Unvested shares (in shares) | 138,090 | 0 |
Weighted-Average Grant Date Fair Value per Share, Unvested (in dollars per share) | $ 1.85 | $ 0 |
Granted shares (in shares) | 138,090 | |
Weighted-Average Grant Date Fair Value per Share, Granted (in dollars per share) | $ 0 | $ 1.87 |
Vested shares (in shares) | 99,415 | 0 |
Weighted-Average Grant Date Fair Value per Share, Vested (in dollars per share) | $ 1.86 | $ 0 |
Forfeited shares (in shares) | 0 | 0 |
Weighted-Average Grant Date Fair Value per Share, Forefeited (in dollars per share) | $ 0 | $ 0 |
Unvested shares (in shares) | 38,675 | 138,090 |
Weighted-Average Grant Date Fair Value per Share, Unvested (in dollars per share) | $ 1.81 | $ 1.85 |
Note 12 - Segment Information_2
Note 12 - Segment Information (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 261,268 | $ 255,719 |
Intersegment Eliminations [Member] | ||
Revenue from Contract with Customer, Including Assessed Tax | $ 0 | $ 0 |
Note 12 - Segment Information -
Note 12 - Segment Information - Segment Reporting Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | $ 261,268 | $ 255,719 |
Operating income (loss): | 5,386 | 4,183 |
Interest expense (income): | 965 | 585 |
Other expense (income), net: | (482) | (510) |
Income before income tax expense: | 4,903 | 4,108 |
Income tax expense: | 2,777 | 2,108 |
Net income (loss): | 2,126 | 2,000 |
Net income attributable to non-controlling interest: | (2,858) | (3,779) |
Net (loss) income attributable to SPAR Group, Inc.: | (732) | (1,779) |
Depreciation and amortization: | 2,033 | 2,083 |
Impairment of goodwill | 2,458 | 0 |
Impairment of goodwill | 2,458 | 0 |
Capital expenditures | 1,925 | 1,722 |
Capital expenditures | 1,925 | 1,722 |
Americas [Member] | ||
Revenue: | 198,581 | 186,430 |
Operating income (loss): | 4,103 | 2,427 |
Interest expense (income): | 675 | 551 |
Other expense (income), net: | (38) | 74 |
Income before income tax expense: | 3,466 | 1,802 |
Income tax expense: | 1,949 | 865 |
Net income (loss): | 1,517 | 937 |
Net income attributable to non-controlling interest: | (1,857) | (1,604) |
Net (loss) income attributable to SPAR Group, Inc.: | (340) | (667) |
Depreciation and amortization: | 1,821 | 1,974 |
Impairment of goodwill | 2,458 | 0 |
Impairment of goodwill | 2,458 | 0 |
Capital expenditures | 1,805 | 1,560 |
Capital expenditures | 1,805 | 1,560 |
Asia Pacific [Member] | ||
Revenue: | 26,009 | 33,791 |
Operating income (loss): | (1,621) | (967) |
Interest expense (income): | 39 | (9) |
Other expense (income), net: | (62) | (341) |
Income before income tax expense: | (1,598) | (617) |
Income tax expense: | (18) | 498 |
Net income (loss): | (1,580) | (1,115) |
Net income attributable to non-controlling interest: | 650 | 103 |
Net (loss) income attributable to SPAR Group, Inc.: | (930) | (1,012) |
Depreciation and amortization: | 104 | 67 |
Impairment of goodwill | 0 | 0 |
Impairment of goodwill | 0 | 0 |
Capital expenditures | 20 | 25 |
Capital expenditures | 20 | 25 |
EMEA [Member] | ||
Revenue: | 36,678 | 35,498 |
Operating income (loss): | 2,904 | 2,723 |
Interest expense (income): | 251 | 43 |
Other expense (income), net: | (382) | (243) |
Income before income tax expense: | 3,035 | 2,923 |
Income tax expense: | 846 | 745 |
Net income (loss): | 2,189 | 2,178 |
Net income attributable to non-controlling interest: | (1,651) | (2,278) |
Net (loss) income attributable to SPAR Group, Inc.: | 538 | (100) |
Depreciation and amortization: | 108 | 42 |
Impairment of goodwill | 0 | 0 |
Impairment of goodwill | 0 | 0 |
Capital expenditures | 100 | 137 |
Capital expenditures | $ 100 | $ 137 |
Note 12 - Segment Information_3
Note 12 - Segment Information - Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | $ 94,598 | $ 89,016 |
Americas [Member] | ||
Assets | 75,440 | 64,960 |
Asia Pacific [Member] | ||
Assets | 5,952 | 10,699 |
EMEA [Member] | ||
Assets | $ 13,206 | $ 13,357 |
Note 12 - Segment Information_4
Note 12 - Segment Information - Geographic Data (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net revenues | $ 261,268 | $ 255,719 |
Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Percent of consolidated net revenue | 100% | 100% |
UNITED STATES | ||
Net revenues | $ 112,327 | $ 100,326 |
UNITED STATES | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Percent of consolidated net revenue | 43% | 39.10% |
BRAZIL | ||
Net revenues | $ 68,301 | $ 55,219 |
BRAZIL | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Percent of consolidated net revenue | 26.10% | 21.60% |
SOUTH AFRICA | ||
Net revenues | $ 36,678 | $ 35,498 |
SOUTH AFRICA | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Percent of consolidated net revenue | 14% | 13.90% |
MEXICO | ||
Net revenues | $ 9,706 | $ 22,459 |
MEXICO | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Percent of consolidated net revenue | 3.70% | 8.80% |
CHINA | ||
Net revenues | $ 10,931 | $ 15,769 |
CHINA | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Percent of consolidated net revenue | 4.20% | 6.20% |
JAPAN | ||
Net revenues | $ 7,133 | $ 9,704 |
JAPAN | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Percent of consolidated net revenue | 2.70% | 3.80% |
INDIA | ||
Net revenues | $ 6,276 | $ 7,058 |
INDIA | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Percent of consolidated net revenue | 2.40% | 2.80% |
CANADA | ||
Net revenues | $ 8,247 | $ 8,426 |
CANADA | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Percent of consolidated net revenue | 3.20% | 3.30% |
AUSTRALIA | ||
Net revenues | $ 1,669 | $ 1,260 |
AUSTRALIA | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||
Percent of consolidated net revenue | 0.60% | 0.50% |
Note 12 - Segment Information_5
Note 12 - Segment Information - Long Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Long lived assets | $ 6,164 | $ 6,061 |
Americas [Member] | ||
Long lived assets | 4,605 | 3,968 |
Asia Pacific [Member] | ||
Long lived assets | 1,244 | 1,798 |
EMEA [Member] | ||
Long lived assets | $ 315 | $ 295 |
Note 13 - Earnings Per Share (D
Note 13 - Earnings Per Share (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 854,753 | 0 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 1,753,100 | 2,016,162 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 38,675 | 138,090 |
Phantom Share Units (PSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 0 |
Note 13 - Earnings Per Share -
Note 13 - Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss attributable to SPAR Group, Inc. | $ (732) | $ (1,779) |
Weighted- average common shares outstanding (in shares) | 22,110,000 | 21,266,000 |
Shares used in diluted net loss per share calculations (in shares) | 22,109,780 | 21,266,264 |
Basic net loss per common share: (in dollars per share) | $ (0.03) | $ (0.08) |
Diluted net loss per common share: (in dollars per share) | $ (0.03) | $ (0.08) |
Note 14 - Leases - Lease Costs
Note 14 - Leases - Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Operating lease cost | $ 470 | $ 1,013 | |
Short-term lease cost | 502 | 513 | |
Variable lease costs(1) | [1] | 20 | 175 |
Total lease cost | $ 992 | $ 1,701 | |
[1]Variable lease costs consist primarily of property taxes, property insurance, and common area or other maintenance costs for the Company’s leases of office space. |
Note 14 - Leases - Supplemental
Note 14 - Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating cash flows from operating leases | $ 997 | $ 1,543 |
Operating leases | $ 0 | $ 2,172 |
Note 14 - Leases - Leases Asset
Note 14 - Leases - Leases Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating lease right-of-use assets | $ 969 | $ 1,781 |
Current portion of operating lease liabilities | 363 | 1,019 |
Non-current portion of operating lease liabilities | 606 | 762 |
Total operating lease liabilities | $ 969 | $ 1,781 |
Weighted average remaining lease term - operating leases (in years) (Year) | 2 years 14 days | 4 years 11 months 1 day |
Weighted average discount rate - operating leases | 6.40% | 24% |
Note 14 - Leases - Maturity of
Note 14 - Leases - Maturity of Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
2023 | $ 420 | |
2024 | 278 | |
2025 | 422 | |
2026 | 74 | |
2027 | 49 | |
Thereafter | 45 | |
Less: Present value discount | 319 | |
Present value of operating lease liabilities | $ 969 | $ 1,781 |
Note 15 - Subsequent Events (De
Note 15 - Subsequent Events (Details Textual) - North Mill, LLC [Member] | Oct. 10, 2023 USD ($) | Feb. 01, 2023 USD ($) | Feb. 01, 2023 CAD ($) | Jan. 31, 2023 USD ($) | Jan. 31, 2023 CAD ($) | Jul. 01, 2022 USD ($) | Jul. 01, 2022 CAD ($) | Mar. 22, 2021 USD ($) | Mar. 22, 2021 CAD ($) | Jan. 05, 2021 USD ($) |
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||||||
Debt Instrument, Fee Amount | $ 28,000 | |||||||||
Long-Term Debt, Total | $ 12,967,000 | |||||||||
Revolving Credit Facility [Member] | SPAR Marketing Force [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 17,500,000 | $ 16,500,000 | ||||||||
Debt Instrument, Covenant, Unbilled Cap | $ 6,500,000 | $ 5,500,000 | $ 4,500,000 | |||||||
Revolving Credit Facility [Member] | SPAR Marketing Force [Member] | Subsequent Event [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 28,000,000 | $ 2,000,000 | ||||||||
Debt Instrument, Covenant, Unbilled Cap | 7,000,000 | |||||||||
Revolving Credit Facility [Member] | SPAR Canada Company [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,500,000 | $ 1,500,000 | ||||||||
Restated US Note [Member] | SPAR Marketing Force [Member] | Subsequent Event [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 28,000,000 | $ 2,000,000 | ||||||||
NM Note [Member] | Subsequent Event [Member] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.45% | 8.45% | ||||||||
Long-Term Debt, Total | $ 13,500,000 | |||||||||
NM Note [Member] | Subsequent Event [Member] | Minimum [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.75% | |||||||||
NM Note [Member] | Subsequent Event [Member] | Prime Rate [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.90% | |||||||||
NM Note [Member] | SPAR Canada Company [Member] | Subsequent Event [Member] | ||||||||||
Long-Term Debt, Total | $ 561,000 | $ 752,000 | ||||||||
Foreign Currency Exchange Rate, Remeasurement | 1.3413 | 1.3413 | ||||||||
NM Notes Commencing on 10 October 2022 [Member] | Forecast [Member] | ||||||||||
Debt Instrument, Fee Amount | $ 168,000 | |||||||||
Debt Instrument, Facility Fee for Any Advances Other Than Under Revolving Credit Faculty, Percentage | 0.80% | |||||||||
Debt Instrument, Fee for Each Incremental 1 Million Increase in Loan Balance in Excess of $21 Million | $ 15,000 | |||||||||
NM Notes Commencing on 10 October 2022 [Member] | Subsequent Event [Member] | ||||||||||
Debt Instrument, Fee Amount | $ 140,000 | |||||||||
Debt Instrument, Facility Fee for Any Advances Other Than Under Revolving Credit Faculty, Percentage | 0.80% | |||||||||
Debt Instrument, Fee for Each Incremental 1 Million Increase in Loan Balance in Excess of $21 Million | $ 15,000 |