Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
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 | Q2 | |
Document Fiscal Year Focus | 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | |
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 | |
Entity Shell Company | false | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | SGRP | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,419,744 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net revenues | $ 57,290 | $ 65,936 | $ 125,984 | $ 130,316 |
Related party - cost of revenues | 0 | 1,682 | 0 | 3,179 |
Cost of revenues | 46,297 | 51,158 | 102,448 | 99,903 |
Gross profit | 10,993 | 13,096 | 23,536 | 27,234 |
Selling, general and administrative expense | 9,541 | 10,605 | 19,158 | 21,061 |
Gain on sale of business | (4,919) | 0 | (12,076) | 0 |
Depreciation and amortization | 478 | 494 | 989 | 1,026 |
Operating income | 5,893 | 1,997 | 15,465 | 5,147 |
Interest expense | 567 | 478 | 1,097 | 868 |
Other income, net | (296) | (125) | (288) | (183) |
Income before income tax expense | 5,622 | 1,644 | 14,656 | 4,462 |
Income tax expense | 1,547 | 538 | 3,401 | 1,579 |
Net income | 4,075 | 1,106 | 11,255 | 2,883 |
Net income attributable to non-controlling interest | (448) | (467) | (1,002) | (1,378) |
Net income attributable to SPAR Group, Inc. | $ 3,627 | $ 639 | $ 10,253 | $ 1,505 |
Basic income per common share attributable to SPAR Group, Inc. (in dollars per share) | $ 0.15 | $ 0.03 | $ 0.43 | $ 0.06 |
Diluted income per common share attributable to SPAR Group, Inc. (in dollars per share) | $ 0.15 | $ 0.03 | $ 0.43 | $ 0.06 |
Weighted-average common shares outstanding – basic (in shares) | 23,786 | 23,250 | 23,670 | 23,182 |
Weighted-average common shares outstanding – diluted (in shares) | 24,010 | 23,392 | 23,873 | 23,337 |
Net income | $ 4,075 | $ 1,106 | $ 11,255 | $ 2,883 |
Other comprehensive income | ||||
Foreign currency translation adjustments | 1,372 | (39) | (1,148) | 138 |
Comprehensive income | 5,447 | 1,067 | 10,107 | 3,021 |
Comprehensive (income) loss attributable to non-controlling interest | (393) | (97) | 97 | (1,100) |
Comprehensive income attributable to SPAR Group, Inc. | $ 5,054 | $ 970 | $ 10,204 | $ 1,921 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 21,695 | $ 10,719 |
Accounts receivable, net | 37,963 | 59,776 |
Prepaid expenses and other current assets | 2,117 | 5,614 |
Total current assets | 61,775 | 76,109 |
Property and equipment, net | 2,467 | 2,871 |
Operating lease right-of-use assets | 1,154 | 2,323 |
Goodwill | 1,238 | 1,382 |
Intangible assets, net | 718 | 1,180 |
Deferred income taxes, net | 1,029 | 4,687 |
Other assets | 1,644 | 1,729 |
Total assets | 70,025 | 90,281 |
Accrued expenses and other current liabilities | 5,643 | 15,274 |
Customer incentives and deposits | 4,541 | 1,905 |
Lines of credit and short-term loans | 18,442 | 17,530 |
Current portion of operating lease liabilities | 482 | 1,163 |
Total current liabilities | 36,942 | 48,565 |
Operating lease liabilities, net of current portion | 672 | 1,160 |
Long-term debt | 1,711 | 310 |
Total liabilities | 39,325 | 50,035 |
Commitments and contingencies – See Note 4 | ||
Stockholders' equity: | ||
Common stock, $0.01 par value per share: 47,000,000 shares authorized as of June 30, 2024 and December 31, 2023; 23,419,744 and 23,446,444 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 234 | 232 |
Treasury stock, at cost, 1,205,485 shares as of June 30, 2024 and 205,485 as of December 31, 2023 | (2,075) | (285) |
Additional paid-in capital | 13,338 | 21,004 |
Accumulated other comprehensive loss | (2,268) | (3,341) |
Retained earnings | 20,151 | 10,609 |
Total stockholders' equity attributable to SPAR Group, Inc. | 29,380 | 28,226 |
Non-controlling interest | 1,320 | 12,020 |
Total stockholders’ equity | 30,700 | 40,246 |
Total liabilities and stockholders’ equity | 70,025 | 90,281 |
Series B Preferred Stock [Member] | ||
Stockholders' equity: | ||
Convertible preferred stock | 0 | 7 |
Nonrelated Parties [Member] | ||
Assets | ||
Accounts payable | 7,211 | 9,488 |
Related Parties [Member] | ||
Assets | ||
Accounts payable | $ 623 | $ 3,205 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | |
Preferred Stock, Shares Authorized (in shares) | 3,000,000 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized (in shares) | 47,000,000 | 47,000,000 |
Common Stock, Shares, Issued (in shares) | 23,419,744 | 23,446,444 |
Common Stock, Shares, Outstanding (in shares) | 23,419,744 | 23,446,444 |
Treasury Stock, Common and Preferred, Shares (in shares) | 1,205,485 | 205,485 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized (in shares) | 3,000,000 | 3,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock, Outstanding [Member] | Preferred Stock [Member] | Treasury Stock, Common and Preferred [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
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 |
Share-based compensation | 173 | 173 | ||||||
Conversion of preferred stock to common stock (in shares) | 307 | (205) | ||||||
Conversion of preferred stock to common stock | $ 4 | $ (2) | 3 | 5 | ||||
Other comprehensive income (loss) | 85 | 92 | 177 | |||||
Net income | 866 | 911 | 1,777 | |||||
Dividend to NCI | (334) | (334) | ||||||
Balance (in shares) at Mar. 31, 2023 | 23,268 | 650 | 205 | |||||
Balance at Mar. 31, 2023 | $ 233 | $ 7 | $ (285) | 20,884 | (4,856) | 7,573 | 16,303 | 39,859 |
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 |
Net income | 2,883 | |||||||
Balance (in shares) at Jun. 30, 2023 | 23,233 | 650 | 205 | |||||
Balance at Jun. 30, 2023 | $ 233 | $ 7 | $ (285) | 20,845 | (4,525) | 8,212 | 15,090 | 39,577 |
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 |
Balance (in shares) at Dec. 31, 2023 | 23,241 | 650 | 205 | |||||
Balance at Dec. 31, 2023 | $ 232 | $ 7 | $ (285) | 21,004 | (3,341) | 10,609 | 12,020 | 40,246 |
Balance (in shares) at Mar. 31, 2023 | 23,268 | 650 | 205 | |||||
Balance at Mar. 31, 2023 | $ 233 | $ 7 | $ (285) | 20,884 | (4,856) | 7,573 | 16,303 | 39,859 |
Share-based compensation | (39) | (39) | ||||||
Other comprehensive income (loss) | 331 | (370) | (39) | |||||
Net income | 639 | 467 | 1,106 | |||||
Purchase of non-controlling interest | (460) | (460) | ||||||
Dividend to NCI | (850) | (850) | ||||||
Retirement of shares (in shares) | (35) | |||||||
Balance (in shares) at Jun. 30, 2023 | 23,233 | 650 | 205 | |||||
Balance at Jun. 30, 2023 | $ 233 | $ 7 | $ (285) | 20,845 | (4,525) | 8,212 | 15,090 | 39,577 |
Balance (in shares) at Dec. 31, 2023 | 23,241 | 650 | 205 | |||||
Balance at Dec. 31, 2023 | $ 232 | $ 7 | $ (285) | 21,004 | (3,341) | 10,609 | 12,020 | 40,246 |
Share-based compensation | 128 | 128 | ||||||
Conversion of preferred stock to common stock (in shares) | 975 | (650) | 0 | |||||
Conversion of preferred stock to common stock | $ 10 | $ (7) | $ 0 | (1) | 0 | 0 | 0 | 2 |
Sale of joint ventures | 0 | 0 | 0 | 0 | 712 | (712) | (4,981) | (4,981) |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | (2,030) | 0 | (490) | (2,520) |
Net income | $ 0 | $ 0 | $ 0 | 0 | 0 | 6,627 | 554 | 7,181 |
Balance (in shares) at Mar. 31, 2024 | 24,216 | 0 | 205 | |||||
Balance at Mar. 31, 2024 | $ 242 | $ 0 | $ (285) | 21,131 | (4,659) | 16,524 | 7,103 | 40,056 |
Balance (in shares) at Dec. 31, 2023 | 23,241 | 650 | 205 | |||||
Balance at Dec. 31, 2023 | $ 232 | $ 7 | $ (285) | 21,004 | (3,341) | 10,609 | 12,020 | 40,246 |
Net income | 11,255 | |||||||
Balance (in shares) at Jun. 30, 2024 | 23,420 | 0 | 1,205 | |||||
Balance at Jun. 30, 2024 | $ 234 | $ 0 | $ (2,075) | 13,338 | (2,268) | 20,151 | 1,320 | 30,700 |
Balance (in shares) at Mar. 31, 2024 | 24,216 | 0 | 205 | |||||
Balance at Mar. 31, 2024 | $ 242 | $ 0 | $ (285) | 21,131 | (4,659) | 16,524 | 7,103 | 40,056 |
Share-based compensation | 128 | 128 | ||||||
Sale of joint ventures | 0 | 0 | 0 | (7,518) | 1,412 | 0 | (4,509) | (10,615) |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | 979 | 0 | 393 | 1,372 |
Net income | $ 0 | $ 0 | $ 0 | 0 | 0 | 3,627 | 448 | 4,075 |
Exercise of stock options (in shares) | 204 | 0 | 0 | |||||
Exercise of stock options | $ 2 | $ 0 | $ 0 | (403) | 0 | 0 | 0 | (401) |
Purchase of non-controlling interest | 0 | 0 | 0 | 0 | 0 | 0 | (2,115) | (2,115) |
Purchase of treasury shares | $ (10) | $ 0 | $ (1,790) | 0 | 0 | 0 | 0 | (1,800) |
Balance (in shares) at Jun. 30, 2024 | 23,420 | 0 | 1,205 | |||||
Balance at Jun. 30, 2024 | $ 234 | $ 0 | $ (2,075) | $ 13,338 | $ (2,268) | $ 20,151 | $ 1,320 | $ 30,700 |
Purchase of treasury shares (in shares) | (1,000) | 0 | 1,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 11,255 | $ 2,883 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 989 | 1,026 |
Amortization of operating lease right-of-use assets | 310 | 256 |
Provision for expected credit losses | 89 | 38 |
Deferred income tax expense | 1,349 | 111 |
Gain on sale of business | (12,076) | 0 |
Share-based compensation expense | 256 | 134 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (9,766) | 1,205 |
Prepaid expenses and other current assets | (2,620) | 3,118 |
Change in deferred taxes due to deconsolidation | 2,307 | 0 |
Accounts payable | 1,992 | (803) |
Operating lease liabilities | (310) | (256) |
Accrued expenses, other current liabilities, due to affiliates and customer incentives and deposits | 6,395 | (968) |
Net cash provided by operating activities | 170 | 6,744 |
Cash flows from investing activities | ||
Purchases of property and equipment | (781) | (717) |
Cash transferred in the sale of a business | (5,637) | 0 |
Proceeds from the sale of joint ventures | 17,380 | 0 |
Net cash provided by (used in) investing activities | 10,962 | (717) |
Cash flows from financing activities | ||
Borrowings under line of credit | 69,117 | 47,340 |
Repayments under line of credit | (64,044) | (50,003) |
Proceeds from term debt | 26 | 0 |
Net cash settlement of stock options | 0 | 0 |
Repurchases of common stock | (1,800) | 0 |
Payments of notes to seller | (1,843) | 0 |
Payments to acquire noncontrolling interests | (250) | (473) |
Dividend on noncontrolling interest | (1,315) | (1,196) |
Net cash used in financing activities | (109) | (4,332) |
Effect of foreign exchange rate changes on cash | (48) | (124) |
Net change in cash, cash equivalents and restricted cash | 10,976 | 1,571 |
Cash, cash equivalents at beginning of period | 10,719 | 9,345 |
Cash, cash equivalents at end of period | 21,695 | 10,916 |
Supplemental disclosure of cash flows information: | ||
Cash paid for interest | 1,030 | 913 |
Cash paid for income taxes | $ 277 | $ 1,748 |
Note 1 - Nature of the Business
Note 1 - Nature of the Business | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Nature of the Business SPAR Group, Inc. ("SGRP" or the "Corporation"), and its subsidiaries (and SGRP together with its subsidiaries may be referred to as "SPAR Group", the "Company", "SPAR", "We", or "Our") is a global merchandising and brand marketing services company, providing a broad range of services to retailers, consumer goods manufacturers and distributors around the world. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2023 included in the 2023 Annual Report on Form 10-K that was filed with the Securities and Exchange Commission on April 1, 2024. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the included disclosures are adequate, and the accompanying unaudited condensed consolidated financial statements contain all adjustments which are necessary for a fair presentation of the Company’s consolidated financial position as of June 30, 2024, consolidated results of operations and comprehensive income for the three and six months ended June 30, 2024 and 2023, and consolidated cash flows for the six months ended June 30, 2024 and 2023. Such adjustments are of a normal and recurring nature. The consolidated results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the consolidated results of operations that may be expected for the year ending December 31, 2024. Principles of Consolidation The Company consolidates its 100%-owned subsidiaries and all of the 51%-owned joint ventures in which the Company has a controlling financial interest. All significant intercompany transactions have been eliminated in the unaudited condensed consolidated financial statements. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. 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, marketing and business services throughout the world and has three Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280):Improvements to Reportable Segment Disclosures Recently Issued Accounting Pronouncements Not Yet Adopted In August 2023 , , Business Combinations Joint Venture Formations (Subtopic 805):Recognition and Initial Measurement In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740):Improvements to Income Tax Disclosures . |
Note 3 - Debt
Note 3 - Debt | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 3. Debt 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, which, as amended from time to time (as amended, the "NM Loan Agreement"), governs the NM Credit Facility. Pursuant to the NM Loan Agreement, the NM Borrowers agreed to reimburse NM for legal and documentation fees incurred in connection with the NM Loan Agreement and such amendments. On February 1, 2023, the NM Loan Parties and NM executed and delivered a Sixth Modification Agreement, effective immediately (the "Sixth Modification Agreement"), pursuant to which the NM Loan Parties and NM agreed to increase the amount of the US Revolving Credit Facility to $28.0 million and increase the Canada Revolving Credit Facility to CDN$2.0 On March 27, 2024, the NM Loan Parties and NM executed and delivered a Seventh Modification Agreement, effective immediately (the "Seventh Modification Agreement"), pursuant to which the NM Loan Parties and NM agreed to extend the NM Credit Facility from October 10, 2024 to October 10, 2025 . The Restated US Note and Restated Canadian Note (together, the "NM Notes") and the NM Loan Agreement together require the NM Borrowers to pay interest on the loans thereunder equal to: (i) the Prime Rate designated from time to time by Wells Fargo Bank; plus (ii) one and nine-tenths percentage points (1.90%) or an aggregate minimum of 6.75% per annum. In addition, the NM Borrowers are paying a facility fee to NM in an amount equal to: (i) for the year commencing on October 10, 2022, approximately $0.1 million plus 0.80% of the amount of any advances other than under the US Revolving Credit Facility plus an additional facility fee of $15,000 for every incremental $1.0 million of loan balance in excess of $21.0 million, and (ii) for the year commencing on October 10, 2023, approximately $0.2 million plus 0.80% of the amount of any advances other than under the US Revolving Credit Facility plus an additional facility fee of $15,000 for every incremental $1.0 million of loan balance in excess of $21.0 million. For the Sixth Modification Agreement, the NM Borrowers paid NM a fee of approximately $28,000. As of June 30, 2024, the aggregate interest rate was 10.40% per annum and the aggregate outstanding loan balance was approximately $17.7 million, which is included within lines of credit and short-term loans in the unaudited condensed consolidated balance sheets. The aggregate outstanding loan balance is divided between the US Revolving Credit Facility and the Canada Revolving Credit Facility as follows: (i) the outstanding loan balance under the US Revolving Credit Facility was approximately $16.7 million; and (ii) the outstanding loan balance under the Canada Revolving Credit Facility was approximately $1.0 million. 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 . Summary of the Company s lines of credit and short-term loans (in thousands): Interest Rate Balance Interest Rate Balance as of as of as of as of June 30, 2024 June 30, 2024 December 31, 2023 December 31, 2023 USA / Canada North Mill Capital 10.40 % $ 17,711 10.40 % $ 12,475 USA - Resource Plus Seller Notes 4.30 % 731 1.85 % 1,120 China- Industrial Bank N/A - 3.56 % 283 China - Industrial and Commercial Bank of China N/A - 4.00 % 283 South Africa - Investec Bank Ltd. N/A - 11.75 % 3,369 Total $ 18,442 $ 17,530 Summary of Unused Company Credit and Other Debt Facilities (in thousands): June 30, December 31, 2024 2023 Unused Availability: United States / Canada $ 11,751 $ 6,525 South Africa - 2,064 Total Unused Availability $ 11,751 $ 8,589 Summary of the Company s Long- term debt (dollars in thousands): Interest Rate Balance Interest Rate Balance as of as of as of as of June 30, 2024 June 30, 2024 December 31, 2023 December 31, 2023 USA - Resource Plus Seller Notes 4.30% $ 1,711 N/A $ - South Africa - Investec Bank Ltd. N/A - 11.75% 310 $ 1,711 $310 |
Note 4 - Commitments and Contin
Note 4 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 4. Commitments and Contingencies 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 |
Note 5 - Common Stock
Note 5 - Common Stock | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Common Stock [Text Block] | 5. Common Stock As of June 30, 2024, the Corporation’s certificate of incorporation authorized the Corporation to issue 47,000,000 shares of common stock, par value $0.01 per share. The voting, dividend and liquidation rights of the holders of the Corporation’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the Corporation’s Series B convertible preferred stock. Each share of the Corporation’s common stock is entitled to one vote on all matters submitted to a vote of the Corporation’s stockholders. Holders of the Corporation’s common stock are entitled to receive dividends as may be declared by the Corporation’s board of directors (the "Board"), if any, subject to the preferential dividend rights of the Corporation’s Series B convertible preferred stock. No 2024 Stock Repurchase Program On March 28, 2024, the Board approved SGRP's repurchase of up to 2,500,000 of SGRP's Shares of Common Stock ("SGRP Shares") under the 2024 Stock Repurchase Program (the "2024 Stock Repurchase Program"), which repurchases would be made from time to time over a one-year period in the open market and through privately-negotiated transactions, subject to cash availability and general market and other conditions. Pursuant to the 2024 Stock Repurchase Program, on May 3, 2024, SGRP's Board and its Audit Committee approved SGRP's Repurchase Agreement with William H. Bartels for SGRP's private repurchase of 1,000,000 shares of SGRP's Common Stock from William H. Bartels, dated and effective as of April 30, 2024, at a purchase price of $1.80 per share (the Nasdaq closing price on April 29, 2024). Mr. Bartels is a Director and significant stockholder of SGRP, is one of the founders of the Company, and is an affiliate and related party of SGRP. There have been no other share repurchases to date under the 2024 Stock Repurchase Program. |
Note 6 - Preferred Stock
Note 6 - Preferred Stock | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Preferred Stock [Text Block] | 6. Preferred Stock The Corporation’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 have such preferences and priorities over the Corporation’s common stock and other rights, powers and privileges as the Board of may establish in its discretion. In January 2022, the Corporation filed a Certificate of Elimination for its "Certificate of Designation of Series "A” Preferred Stock of SPAR Group, Inc.” (the "Certificate of Elimination”). Pursuant to the Certificate of Elimination, the previous Series A convertible preferred stock designation was cancelled and withdrawn. As a result, all 3,000,000 shares of the previously authorized Series A convertible preferred stock were returned to the Corporation's authorized "blank check” preferred stock. There were no shares of Series A convertible preferred stock outstanding at the time of the cancellation. Subsequent to filing the Certificate of Elimination, in January 2022, the Corporation filed a "Certificate of Designation of Series "B” Preferred Stock of SPAR Group, Inc.” (the "Preferred Designation”) with the Secretary of State of Delaware, which designation had been approved by the Board in January 2022. The Preferred Designation created a series of 2,000,000 shares of convertible preferred stock designated as "Series B” convertible preferred stock, par value of $0.01 per share. The Series B convertible preferred stock do not carry any voting or dividend rights and upon vesting converted into the Corporation's common stock at a ratio of 1-to-1.5. See Note 8. The holders of the Series B convertible preferred stock had a liquidation preference over the Corporation's common stock and voted together for matters pertaining only to the Series B convertible preferred stock where only the holders of the Series B convertible preferred stock are entitled to vote. The holders of outstanding Series B Preferred Stock do not have the right to vote for directors or other matters submitted to the holders of the Corporation's common stock. In January 2022, 2,000,000 shares of Series B convertible preferred stock were issued to the majority stockholders and related parties pursuant to the Change of Control, Voting and Restricted Stock Agreement. See Note 8. During the year ended December 31, 2022, 1,145,247 shares of Series B convertible preferred stock converted to 1,717,870 shares of the Corporation's common stock. As of the year ended December 31, 2022, 854,753 shares of Series B convertible preferred stock were outstanding, which upon vesting would automatically convert into 1,282,129 shares of the Corporation's common stock. During the year ended December 31, 2023, all of the remaining 854,753 shares of Series B convertible preferred stock vested and automatically became convertible into 1,282,129 shares of the Corporation's common stock of which 307,129 shares of the Corporation's Common Stock were issued prior to December 31, 2023. The remaining 975,000 shares of SGRP Common Stock were in the process of being issued and the remaining shares of Series B Preferred Stock were in the process of being returned and cancelled at December 31, 2023. These issuances and cancellations were completed during the quarter ending March 31, 2024. |
Note 7 - Share Based Compensati
Note 7 - Share Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 7. Share-Based Compensation Stock Options For the three months ended June 30, 2024 and 2023, the Company recognized share-based compensation expense related to stock options of approximately $34,774 and $(17,000), respectively. For the six months ended June 30, 2024 and 2023, the Company recognized share-based compensation expense related to stock options of approximately $69,548 and $30,000, respectively. Restricted Stock Units For the three months ended June 30, 2024 and 2023, the Company recognized share-based compensation expense related to restricted stock units of approximately $93,226 and $(26,000), respectively. For the six months ended June 30, 2024 and 2023, the Company recognized share-based compensation expense related to restricted stock units of approximately $186,452 and $100,000, respectively. 2023 and 2022 Executive Deferred Compensation Agreements The Corporation prepared a 2022 Stock Compensation Plan that would have included Awards for NQSOs and RSUs (as defined below), but that plan was never submitted to its shareholders for approval. However, the Board had previously approved, for certain key executives, incentive stock-based awards for 2023 and 2022 using RSUs or cash. Since there were no plan based RSUs available, those executives instead received deferred compensation in the form of Phantom Stock Units ("PSUs"), which correspond to an equal number of shares of the Corporation's Common Stock ("SGRP Shares"). The number of PSUs received equals the dollar value of the incentive award divided by the per share market price of SGRP shares on the date of award. Each PSU represents the right of the grantee to receive cash payments based on the fair market value of SGRP Shares at the time of vesting, but not to receive SGRP Shares themselves. The number of the Grantee's PSUs will be automatically adjusted to reflect the specified events respecting the SGRP Shares as provided in the applicable Phantom Stock Agreement. The PSUs do not possess the rights of common stockholders of the Corporation, including any voting or dividend rights, and cannot be exercised or traded for SGRP Shares. Effective as of March 24, 2022 (the "2022 Grant Date"), the Corporation issued an award of 111,111 PSUs to each of its Executives: Kori G. Belzer; William Linnane; and Ron Lutz. Vesting will occur in three tranches of one-third each over the three Effective as of April 3, 2023 (the "2023 Grant Date"), the Corporation granted an award of 181,818 PSUs to each its Executives: Kori G. Belzer; William Linnane; and Ron Lutz. The PSUs granted and issued to each such grantee shall vest over the three Effective as of the 2023 Grant Date, the Corporation also granted an award of 378,788 PSUs to Michael R. Matacunas, the Chief Executive Officer and President of the Corporation. All of the PSUs granted and issued to him will vest over a one-year period following the 2023 Grant Date provided that the Grantee is an employee of the Company on April 3, 2024, upon the achievement by the Company of 70% or greater of the budgeted 2023 Global EBIT. As of March 31, 2024, the Company had determined that the 2023 performance target had been met, and all of those PSUs have vested. Effective as of the 2023 Grant Date, the Corporation also granted an award of 75,758 PSUs to Antonio Calisto Pato, the Chief Financial Officer, Secretary and Treasurer of the Corporation. All of the PSUs granted and issued to him will vest over the one-year period following the 2023 Grant Date provided that the Grantee is an employee of the Company on April 3, 2024, upon the achievement by the Company of 70% or greater of the budgeted 2023 Global EBIT. As of March 31, 2024, the Company had determined that the 2023 performance target had been met, and all of those PSUs have vested. |
Note 8 - Related Party Transact
Note 8 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 8. Related Party Transactions Domestic Related Party Transactions Change of Control, Voting and Restricted Stock Agreement The Change of Control, Voting and Restricted Stock Agreement (the "CIC Agreement") became effective on January 28, 2022, when signed by the Company and Mr. Robert G. Brown, ("Mr. Brown"), Mr. William H. Bartels ("Mr. Bartels"), SPAR Administrative Services, Inc. ("SAS"), and SPAR Business Service, Inc. ("SBS"). Mr. Brown, Mr. Bartels, SAS and SBS may be referred to collectively as the "Majority Stockholders". Pursuant to the CIC Agreement, the Corporation issued to the Majority Stockholders 2,000,000 restricted shares of Series B Preferred Stock, which converted into 3,000,000 SGRP Shares pursuant to the 1:1.5 conversion ratio set forth in the CIC Agreement. The final shares under the CIC Agreement vested on November 10, 2023, and all of the corresponding SGRP Shares had been issued or were in the process of being issued by December 31, 2023. Pursuant to the CIC Agreement, all actions, claims and demands between the Majority Stockholders and the Corporation were resolved; and the Majority Stockholders and their affiliates during the five-year term of the CIC Agreement, ending on June 25, 2027, have agreed to give up certain rights with respect to the management of the Corporation. Bartels' Retirement and Director Compensation Mr. William H. Bartels retired as an employee of the Company as of January 1, 2020 but continues to serve as a member of SPAR's Board. Mr. Bartels is also one of the founders and a significant stockholder of SGRP. Effective January 18, 2020, SPAR's Governance Committee proposed and unanimously approved retirement benefits for the five-year period commencing January 1, 2020, and ending December 31, 2024 (the "Five-Year Period"), for Mr. Bartels. The aggregate value of benefits payable to Mr. Bartels is approximately $0.2 million per year and a total of $1.1 million for the Five-Year Period. As of June 30, 2024, there are approximately $93 thousand of benefits payable, which are included in accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheets. Other Related Party Transactions and Arrangements On April 18, 2024, the Company entered into a Securities Purchase Agreement to buy from Mr. Richard Justus the remaining minority joint venture interests of Resource Plus and its sister companies, Mobex of North Florida, Inc., and Leasex, LLC. Based on the terms set in the original joint venture agreement, the Company will pay a total of $3 million in annual payments over a five-year period. $250,000 was paid within five business days of closing, and the remaining $2,750,000 will be paid pursuant to a Secured Promissory Note. The agreement resulted in the termination of all relevant shareholder and operating agreements, although specific confidentiality obligations remain effective for three years post-closing and specific mutual releases were provided. The purchase was closed and completed on May 1, 2024. As of June 30, 2024, $250,000 has been paid and the remaining $2,750,000 Promissory Note is outstanding. On December 1, 2021, the Corporation entered into the Agreement for Marketing and Advertising Services (the "WB Agreement") with WB Marketing, Inc. (the "Agent", and together with the Company, the "Parties"). The Agent is an entity owned and controlled by Mrs. Jean Matacunas who is the wife of President and Chief Executive Officer, Michael R. Matacunas. During the first six months of 2024, the company his recognized approximately $87,000 in expenses under this agreement. SBS and Infotech are related parties and affiliates of SGRP, but are not under the control or part of the consolidated Company. See Change of Controls, Voting and Restricted Stock Agreement On May 13, 2024, SGRP privately repurchased 1,000,000 shares of SGRP's Common Stock from William H. Bartels, effective as of April 30, 2024, at a purchase price of $1.80 per share (the Nasdaq closing price on April 29, 2024). International Joint Venture Transactions Agreement to sell the Company s ownership interest in its South African Joint Venture Prior to March 31, 2024, SGRP Meridian Proprietary Limited ("Meridian") was a consolidated international subsidiary of the Company and was owned 51% by the Company and 49% by Friedshelf (Pty) Ltd., Lindicom Proprietary Limited, and Lindicom Empowerment Holdings Proprietary Limited ("Local Owners"). On February 7, 2024, the Company entered into an agreement to sell its 51% ownership interest in Meridian to the Local Owners for 180,700,000 South African Rand, 80% of which would be paid upon closing. The closing conditions under that agreement were satisfied in all material respects by March 31, 2024. and on April 29, the Company received 144,560,000 South African Rand from the Local Buyers (or approximately $7.7 million). The remaining purchase price will be paid on December 31, 2024 or 2025, depending on certain financial triggers, and its payment is secured by an irrevocable unconditional guarantee from Investec Bank Limited. The Company has also licensed certain technology (including SPARView) and trademarks to Meridian in connection with the sale. The Company has recognized a gain of $7.2 million in the first quarter of 2024 as a result of this transaction. Agreement to sell the Company s ownership interest in its Chinese Joint Venture On February 23, 2024, the Company entered into an agreement to sell its 51% ownership interest in SPAR (Shanghai) Marketing Management Co., Ltd. to Shanghai Jingbo Enterprise Consulting Co., Ltd. and Shanghai Wedone Marketing Management Co. Ltd. The total price to be paid to the Company is $200,000. The sale was completed in of April 2024. Agreement to sell the Company s Brazilian subsidiary that owns its interest in its Brazilian Joint Venture On March 26, 2024, the Company signed a share purchase agreement with JK Consultoria Empresarial Ltda. ("JKC") for JKC to acquire the Company's Brazilian holding company (which in turn owns the Company's 51 percent interest in its Brazilian joint venture subsidiary) for BRL 58.9 million or approximately $11.8 million. Closing of the sale occurred in June 2024. Summary of Certain Related Party Transactions Due to related parties consists of the following as of the periods presented (in thousands): Due to affiliates consists of the following (in thousands): June 30, December 31, 2024 2023 Loans from local investors:(1) Mexico 623 623 China - 2,316 Resource Plus - 266 Total due to affiliates $ 623 $ 3,205 (1) Represent loans due from the local investors into the Company's subsidiaries (representing their proportionate share of working capital loans). The loans have no payment terms, are due on demand, and are classified as current liabilities in the unaudited condensed consolidated balance sheets. |
Note 9 - Segment Information
Note 9 - Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 9. Segment Information Select statement of operations activity of the Company’s reportable segments for the periods presented were (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Net revenues: Americas $ 54,041 $ 52,083 $ 108,696 $ 100,661 APAC 3,249 5,658 9,011 11,758 EMEA - 8,195 8,277 17,897 Total net revenues $ 57,290 $ 65,936 $ 125,984 $ 130,316 Operating income: Americas $ 6,071 $ 2,038 $ 15,573 $ 4,553 APAC (178 ) (97 ) (407 ) (289 ) EMEA - 56 299 883 Total operating income $ 5,893 $ 1,997 $ 15,465 $ 5,147 Interest expense Americas $ 570 $ 357 $ 996 $ 631 APAC 11 17 24 16 EMEA (14 ) 104 77 221 Total interest expense $ 567 $ 478 $ 1,097 $ 868 Other income, net: Americas $ (281 ) $ (12 ) $ (295 ) $ 17 APAC (15 ) (4 ) $ 17 (10 ) EMEA - (109 ) (10 ) (190 ) Total other income, net $ (296 ) $ (125 ) $ (288 ) $ (183 ) Income before income tax expense: Americas $ 4,167 $ 1,693 $ 13,829 $ 3,905 APAC 1,455 (110 ) 1,950 (295 ) EMEA - 61 (1,123 ) 852 Total income before income tax expense $ 5,622 $ 1,644 $ 14,656 $ 4,462 Income tax expense: Americas $ 1,187 $ 456 $ 2,857 $ 1,223 APAC 39 (53 ) 67 (35 ) EMEA 321 135 477 391 Total income tax expense $ 1,547 $ 538 $ 3,401 $ 1,579 Net income, depreciation and amortization expense, and capital expenditures of the Company’s reportable segments for the periods presented were (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Net income (loss): Americas $ 2,980 $ 1,237 $ 10,972 $ 2,682 APAC 1,416 (57 ) 1,882 (260 ) EMEA (321 ) (74 ) (1,599 ) 461 Total net income $ 4,075 $ 1,106 $ 11,255 $ 2,883 Net income (loss) attributable to non-controlling interest Americas $ (475 ) $ (394 ) $ (757 ) $ (879 ) APAC $ 27 (12 ) 45 (16 ) EMEA $ - (61 ) (290 ) (483 ) Total net income attributable to non-controlling interest $ (448 ) $ (467 ) $ (1,002 ) $ (1,378 ) Net income attributable to SPAR Group, Inc. Americas $ 2,505 $ 843 $ 10,215 $ 1,803 APAC 1,443 (69 ) 1,927 (276 ) EMEA (321 ) (135 ) (1,889 ) (22 ) Total net income attributable to SPAR Group, Inc. $ 3,627 $ 639 $ 10,253 $ 1,505 Depreciation and amortization Americas $ 453 $ 466 $ 894 $ 930 APAC 25 12 57 24 EMEA - 16 38 72 Total depreciation and amortization $ 478 $ 494 $ 989 $ 1,026 Capital expenditures: Americas $ 360 $ 371 $ 776 $ 660 APAC – 3 – 6 EMEA – 2 5 51 Total capital expenditures $ 360 $ 376 $ 781 $ 717 There were no Total assets of the Company’s reportable segments as of the periods presented were (in thousands): June 30, December 31, 2024 2023 Assets: Americas $ 65,263 $ 71,372 APAC 4,762 13,361 EMEA – 5,548 Total assets $ 70,025 $ 90,281 Long-lived assets of the Company’s reportable segments as of the periods presented were (in thousands): June 30, December 31, 2024 2023 Long lived assets: Americas $ 4,407 $ 4,585 APAC 16 1,015 EMEA – 745 Total long lived assets $ 4,423 $ 6,345 Geographic Data Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 % of % of % of % of consolidated consolidated consolidated consolidated net revenue net revenue net revenue net revenue United States $ 32,993 57.7 % $ 26,088 39.6 % $ 61,816 49.1 % $ 52,281 40.1 % Brazil 13,888 24.2 % 20,016 30.4 % 33,185 26.3 % 38,098 29.2 % South Africa - 0.0 % 8,195 12.4 % 8,277 6.6 % 17,897 13.7 % Mexico 3,260 5.7 % 2,559 3.9 % 6,527 5.2 % 5,032 3.9 % China - 0.0 % 2,225 3.4 % 2,698 2.1 % 4,901 3.8 % Japan 1,452 2.5 % 1,491 2.3 % 2,870 2.3 % 3,044 2.3 % Canada 3,900 6.8 % 3,420 5.2 % 7,169 5.7 % 5,250 4.0 % India 1,797 3.1 % 1,437 2.2 % 3,442 2.7 % 2,843 2.2 % Australia - 0.0 % 505 0.8 % - 0.0 % 970 0.7 % Total net revenue $ 57,290 100.0 % $ 65,936 100.0 % $ 125,984 100.0 % $ 130,316 100.0 % |
Note 10 - Leases
Note 10 - Leases | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 10. Leases 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): Three Months Ended Six Months Ended June 30, June 30, Lease Costs Classification 2024 2023 2024 2023 Operating lease cost Selling, General and Administrative Expense $ 93 $ 71 $ 269 $ 141 Short-term lease cost Selling, General and Administrative Expense 128 35 299 111 Variable costs Selling, General and Administrative Expense - 15 - 31 Total lease cost $ 221 $ 121 $ 568 $ 283 (1) The following includes supplemental information for the periods presented (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Operating cash flows from operating leases $ 134 $ 106 $ 310 $ 256 Right-of-use assets obtained in exchange for lease obligations Operating lease $ - $ 808 $ - $ 1,111 Balance sheet information related to leases consisted of the following as of the periods presented (in thousands): June 30, 2024 December 31, 2023 Assets: Operating lease right-of-use assets $ 1,154 $ 2,323 Liabilities: Current portion of operating lease liabilities 482 1,163 Non-current portion of operating lease liabilities 672 1,160 Total operating lease liabilities $ 1,154 $ 2,323 Weighted-average remaining lease term - operating leases (in years) 3.56 2.64 Weighted-average discount rate - operating leases 7.6 % 8.8 % The following table summarizes the maturities of lease liabilities as of June 30, 2024 (in thousands): Period Ending December 31, Amount 2024 $ 676 2025 240 2026 168 2027 145 2028 43 Thereafter - Total Lease Payments 1,272 Less: imputed interest 118 Total $ 1,154 |
Note 11 - Earnings Per Share
Note 11 - Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 11. Earnings Per Share The following table sets forth the computations of basic and diluted net income per share (in thousands, except per share data): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net income attributable to SPAR Group, Inc. $ 3,627 $ 639 $ 10,253 $ 1,505 Denominator: Shares used in basic net income per share calculation 23,786 23,250 23,670 23,182 Effect of diluted securities: Stock options and unvested restricted shares 223 142 203 155 Shares used in diluted net income per share calculations 24,010 23,392 23,873 23,337 Basic income per common share attributable to SPAR Group, Inc. $ 0.15 $ 0.03 $ 0.43 $ 0.06 Diluted income per common share attributable to SPAR Group, Inc. $ 0.15 $ 0.03 $ 0.43 $ 0.06 |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 12. Subsequent Events With the exception of those below, there are no additional subsequent events through August 14, 2024, the date these unaudited condensed consolidated financial statements were available for issuance. Potential Going Private Transaction As previously announced on June 5, 2024, SGRP has entered into a letter of intent ("LOI") with Highwire Capital ("Highwire"), pursuant to which Highwire intends to acquire all of the stock of SGRP for $2.50 per fully diluted share in cash, representing an aggregate purchase price of $58,000,000 (subject to certain adjustments) subject to (among other things) completion of mutually acceptable definitive documentation and approval by SGRP’s stockholders. This proposed acquisition was unanimously approved by the Board and a Special Committee of Independent Directors after lengthy evaluations of a full range of strategic alternatives. The LOI is non-binding, in all respects, other than a defined term of exclusivity and certain legal terms. The LOI set forth a forty-five day minimum exclusivity term in favor of Highwire, automatically extended by successive two-week increments in the event SGRP and Highwire continue to negotiate in good faith toward entering into a material definitive agreement. As of the date of this Quarterly Report, SGRP and Highwire continue in good faith to negotiate definitive merger documents so the agreed upon exclusivity currently continues in effect. Agreement to sell SPAR's 100% ownership interest in SPAR Japan On July 23, 2024, the company entered into an agreement to sell its 100% ownership interest in SPAR Japan for an estimated $500,000 (depending upon final exchange rates). The sale is expected to close on August 30, 2024 and there are no closing conditions in the agreement. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Insider Trading Arr Line Items | ||
Material Terms of Trading Arrangement [Text Block] | Other Information Not | |
Rule 10b5-1 Arrangement Adopted [Flag] | false | |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false | |
Rule 10b5-1 Arrangement Terminated [Flag] | false | |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The Company consolidates its 100%-owned subsidiaries and all of the 51%-owned joint ventures in which the Company has a controlling financial interest. All significant intercompany transactions have been eliminated in the unaudited condensed consolidated financial statements. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. 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, marketing and business services throughout the world and has three |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280):Improvements to Reportable Segment Disclosures Recently Issued Accounting Pronouncements Not Yet Adopted In August 2023 , , Business Combinations Joint Venture Formations (Subtopic 805):Recognition and Initial Measurement In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740):Improvements to Income Tax Disclosures . |
Note 3 - Debt (Tables)
Note 3 - Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | Interest Rate Balance Interest Rate Balance as of as of as of as of June 30, 2024 June 30, 2024 December 31, 2023 December 31, 2023 USA / Canada North Mill Capital 10.40 % $ 17,711 10.40 % $ 12,475 USA - Resource Plus Seller Notes 4.30 % 731 1.85 % 1,120 China- Industrial Bank N/A - 3.56 % 283 China - Industrial and Commercial Bank of China N/A - 4.00 % 283 South Africa - Investec Bank Ltd. N/A - 11.75 % 3,369 Total $ 18,442 $ 17,530 Interest Rate Balance Interest Rate Balance as of as of as of as of June 30, 2024 June 30, 2024 December 31, 2023 December 31, 2023 USA - Resource Plus Seller Notes 4.30% $ 1,711 N/A $ - South Africa - Investec Bank Ltd. N/A - 11.75% 310 $ 1,711 $310 |
Credit And Debt Facilities Unused Availability [Table Text Block] | June 30, December 31, 2024 2023 Unused Availability: United States / Canada $ 11,751 $ 6,525 South Africa - 2,064 Total Unused Availability $ 11,751 $ 8,589 |
Note 8 - Related Party Transa_2
Note 8 - Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Related Party Transactions [Table Text Block] | Due to affiliates consists of the following (in thousands): June 30, December 31, 2024 2023 Loans from local investors:(1) Mexico 623 623 China - 2,316 Resource Plus - 266 Total due to affiliates $ 623 $ 3,205 |
Note 9 - Segment Information (T
Note 9 - Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Net revenues: Americas $ 54,041 $ 52,083 $ 108,696 $ 100,661 APAC 3,249 5,658 9,011 11,758 EMEA - 8,195 8,277 17,897 Total net revenues $ 57,290 $ 65,936 $ 125,984 $ 130,316 Operating income: Americas $ 6,071 $ 2,038 $ 15,573 $ 4,553 APAC (178 ) (97 ) (407 ) (289 ) EMEA - 56 299 883 Total operating income $ 5,893 $ 1,997 $ 15,465 $ 5,147 Interest expense Americas $ 570 $ 357 $ 996 $ 631 APAC 11 17 24 16 EMEA (14 ) 104 77 221 Total interest expense $ 567 $ 478 $ 1,097 $ 868 Other income, net: Americas $ (281 ) $ (12 ) $ (295 ) $ 17 APAC (15 ) (4 ) $ 17 (10 ) EMEA - (109 ) (10 ) (190 ) Total other income, net $ (296 ) $ (125 ) $ (288 ) $ (183 ) Income before income tax expense: Americas $ 4,167 $ 1,693 $ 13,829 $ 3,905 APAC 1,455 (110 ) 1,950 (295 ) EMEA - 61 (1,123 ) 852 Total income before income tax expense $ 5,622 $ 1,644 $ 14,656 $ 4,462 Income tax expense: Americas $ 1,187 $ 456 $ 2,857 $ 1,223 APAC 39 (53 ) 67 (35 ) EMEA 321 135 477 391 Total income tax expense $ 1,547 $ 538 $ 3,401 $ 1,579 Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Net income (loss): Americas $ 2,980 $ 1,237 $ 10,972 $ 2,682 APAC 1,416 (57 ) 1,882 (260 ) EMEA (321 ) (74 ) (1,599 ) 461 Total net income $ 4,075 $ 1,106 $ 11,255 $ 2,883 Net income (loss) attributable to non-controlling interest Americas $ (475 ) $ (394 ) $ (757 ) $ (879 ) APAC $ 27 (12 ) 45 (16 ) EMEA $ - (61 ) (290 ) (483 ) Total net income attributable to non-controlling interest $ (448 ) $ (467 ) $ (1,002 ) $ (1,378 ) Net income attributable to SPAR Group, Inc. Americas $ 2,505 $ 843 $ 10,215 $ 1,803 APAC 1,443 (69 ) 1,927 (276 ) EMEA (321 ) (135 ) (1,889 ) (22 ) Total net income attributable to SPAR Group, Inc. $ 3,627 $ 639 $ 10,253 $ 1,505 Depreciation and amortization Americas $ 453 $ 466 $ 894 $ 930 APAC 25 12 57 24 EMEA - 16 38 72 Total depreciation and amortization $ 478 $ 494 $ 989 $ 1,026 Capital expenditures: Americas $ 360 $ 371 $ 776 $ 660 APAC – 3 – 6 EMEA – 2 5 51 Total capital expenditures $ 360 $ 376 $ 781 $ 717 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | June 30, December 31, 2024 2023 Assets: Americas $ 65,263 $ 71,372 APAC 4,762 13,361 EMEA – 5,548 Total assets $ 70,025 $ 90,281 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | June 30, December 31, 2024 2023 Long lived assets: Americas $ 4,407 $ 4,585 APAC 16 1,015 EMEA – 745 Total long lived assets $ 4,423 $ 6,345 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 % of % of % of % of consolidated consolidated consolidated consolidated net revenue net revenue net revenue net revenue United States $ 32,993 57.7 % $ 26,088 39.6 % $ 61,816 49.1 % $ 52,281 40.1 % Brazil 13,888 24.2 % 20,016 30.4 % 33,185 26.3 % 38,098 29.2 % South Africa - 0.0 % 8,195 12.4 % 8,277 6.6 % 17,897 13.7 % Mexico 3,260 5.7 % 2,559 3.9 % 6,527 5.2 % 5,032 3.9 % China - 0.0 % 2,225 3.4 % 2,698 2.1 % 4,901 3.8 % Japan 1,452 2.5 % 1,491 2.3 % 2,870 2.3 % 3,044 2.3 % Canada 3,900 6.8 % 3,420 5.2 % 7,169 5.7 % 5,250 4.0 % India 1,797 3.1 % 1,437 2.2 % 3,442 2.7 % 2,843 2.2 % Australia - 0.0 % 505 0.8 % - 0.0 % 970 0.7 % Total net revenue $ 57,290 100.0 % $ 65,936 100.0 % $ 125,984 100.0 % $ 130,316 100.0 % |
Note 10 - Leases (Tables)
Note 10 - Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, Lease Costs Classification 2024 2023 2024 2023 Operating lease cost Selling, General and Administrative Expense $ 93 $ 71 $ 269 $ 141 Short-term lease cost Selling, General and Administrative Expense 128 35 299 111 Variable costs Selling, General and Administrative Expense - 15 - 31 Total lease cost $ 221 $ 121 $ 568 $ 283 |
Lessee, Operating Lease, Cash Flows [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Operating cash flows from operating leases $ 134 $ 106 $ 310 $ 256 Right-of-use assets obtained in exchange for lease obligations Operating lease $ - $ 808 $ - $ 1,111 |
Operating Lease, Leases Asset and Liability [Table Text Block] | June 30, 2024 December 31, 2023 Assets: Operating lease right-of-use assets $ 1,154 $ 2,323 Liabilities: Current portion of operating lease liabilities 482 1,163 Non-current portion of operating lease liabilities 672 1,160 Total operating lease liabilities $ 1,154 $ 2,323 Weighted-average remaining lease term - operating leases (in years) 3.56 2.64 Weighted-average discount rate - operating leases 7.6 % 8.8 % |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | Period Ending December 31, Amount 2024 $ 676 2025 240 2026 168 2027 145 2028 43 Thereafter - Total Lease Payments 1,272 Less: imputed interest 118 Total $ 1,154 |
Note 11 - Earnings Per Share (T
Note 11 - Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net income attributable to SPAR Group, Inc. $ 3,627 $ 639 $ 10,253 $ 1,505 Denominator: Shares used in basic net income per share calculation 23,786 23,250 23,670 23,182 Effect of diluted securities: Stock options and unvested restricted shares 223 142 203 155 Shares used in diluted net income per share calculations 24,010 23,392 23,873 23,337 Basic income per common share attributable to SPAR Group, Inc. $ 0.15 $ 0.03 $ 0.43 $ 0.06 Diluted income per common share attributable to SPAR Group, Inc. $ 0.15 $ 0.03 $ 0.43 $ 0.06 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 6 Months Ended |
Jun. 30, 2024 | |
Number of Reportable Segments | 3 |
Note 3 - Debt (Details Textual)
Note 3 - Debt (Details Textual) $ in Millions | Oct. 10, 2023 USD ($) | Feb. 01, 2023 USD ($) | Jun. 30, 2024 USD ($) | Feb. 01, 2023 CAD ($) | Jul. 01, 2022 USD ($) |
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration] | Prime Rate [Member] | ||||
Revolving Credit Facility [Member] | North Mill, LLC [Member] | |||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 28,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.40% | ||||
Long-Term Debt | $ 17,700,000 | ||||
Loans Payable, Current | 16,700,000 | ||||
Revolving Credit Facility [Member] | North Mill, LLC [Member] | SPAR Marketing Force [Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 28,000,000 | $ 2 | |||
Debt Instrument, Covenant, Unbilled Cap | $ 7,000,000 | $ 6,500,000 | |||
Revolving Credit Facility [Member] | North Mill, LLC [Member] | SPAR Canada Company [Member] | |||||
Long-Term Debt | $ 1,000,000 | ||||
NM Note [Member] | North Mill, LLC [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.90% | ||||
NM Note [Member] | North Mill, LLC [Member] | Minimum [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 6.75% | ||||
NM Notes Commencing on 10 October 2022 [Member] | North Mill, LLC [Member] | |||||
Debt Instrument, Fee Amount | $ 200,000 | $ 100,000 | |||
Debt Instrument, Facility Fee for Any Advances Other Than Under Revolving Credit Faculty, Percentage | 0.80% | 0.80% | |||
Debt Instrument, Fee for Each Incremental 1 Million Increase in Loan Balance in Excess of $21 Million | $ 15,000 | $ 15,000 |
Note 3 - Debt - Summary of Cred
Note 3 - Debt - Summary of Credit and Other Debt Facilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Balance | $ 18,442 | $ 17,530 |
Balance | 18,442 | 17,530 |
Balance outstanding | $ 1,711 | 310 |
USA - Resource Plus Sellers [Member] | ||
Interest Rate | 4.30% | |
Interest Rate | 4.30% | |
Balance outstanding | $ 1,711 | |
Investec Bank Ltd. [Member] | ||
Interest Rate | 11.75% | |
Balance | 0 | $ 3,369 |
Balance | 0 | $ 3,369 |
Interest Rate | 11.75% | |
Balance outstanding | $ 310 | |
USA/Canada [Member] | ||
Interest Rate | 10.40% | 10.40% |
Balance | $ 17,711 | $ 12,475 |
Balance | $ 17,711 | $ 12,475 |
Interest Rate | 10.40% | 10.40% |
USA - Resource Plus Sellers, Short-term [Member] | ||
Interest Rate | 4.30% | 1.85% |
Balance | $ 731 | $ 1,120 |
Balance | $ 731 | $ 1,120 |
Interest Rate | 4.30% | 1.85% |
Industrial Bank [Member] | ||
Interest Rate | 3.56% | |
Balance | $ 0 | $ 283 |
Balance | 0 | $ 283 |
Interest Rate | 3.56% | |
Industrial Bank and Commercial Bank of China [Member] | ||
Interest Rate | 4% | |
Balance | 0 | $ 283 |
Balance | $ 0 | $ 283 |
Interest Rate | 4% |
Note 3 - Debt - Unused Availabi
Note 3 - Debt - Unused Availability (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Unused Availability | $ 11,751 | $ 8,589 |
United States / Canada [Member] | ||
Unused Availability | 11,751 | 6,525 |
SOUTH AFRICA | ||
Unused Availability | $ 0 | $ 2,064 |
Note 5 - Common Stock (Details
Note 5 - Common Stock (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||
Apr. 30, 2024 | Jun. 30, 2024 | Apr. 29, 2024 | Mar. 28, 2024 | Dec. 31, 2023 | |
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 | ||||
The 2024 Stock Repurchase Program [Member] | |||||
Share Repurchase Program, Authorized, Number of Shares (in shares) | 2,500,000 | ||||
The 2024 Stock Repurchase Program [Member] | William Bartels [Member] | |||||
Treasury Stock, Shares, Acquired (in shares) | 1,000,000 | ||||
Share Price (in dollars per share) | $ 1.8 |
Note 6 - Preferred Stock (Detai
Note 6 - Preferred Stock (Details Textual) | 12 Months Ended | ||||
Jan. 28, 2022 shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 shares | Jun. 30, 2024 $ / shares shares | Jan. 25, 2022 $ / 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) | 854,753 | 1,145,247 | |||
Conversion of Stock, Shares Issued (in shares) | 1,282,129 | 1,717,870 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in shares) | 307,129 | ||||
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) | 3,000,000 | 3,000,000 | 2,000,000 | ||
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) | 0 | 854,753 | 0 | ||
Preferred Stock, Convertible, Shares Issuable (in shares) | 975,000 | 1,282,129 |
Note 7 - Share Based Compensa_2
Note 7 - Share Based Compensation (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Apr. 03, 2023 | Mar. 24, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
The 2020 Plan [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Payment Arrangement, Expense | $ 34,774 | $ (17,000) | $ 69,548 | $ 30,000 | ||
The 2018 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Payment Arrangement, Expense | $ 93,226 | $ (26,000) | $ 186,452 | $ 100,000 | ||
The 2022 Grant Date Plan [Member] | 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 | |||||
The 2023 Grant Date Plan [Member] | Phantom Share Units (PSUs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 181,818 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||
The 2023 Grant Date Plan [Member] | Phantom Share Units (PSUs) [Member] | CEO and President [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 378,788 | |||||
The 2023 Grant Date Plan [Member] | Phantom Share Units (PSUs) [Member] | CFO, Secretary, and Treasurer [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 75,758 |
Note 8 - Related Party Transa_3
Note 8 - Related Party Transactions (Details Textual) $ / shares in Units, R$ in Millions | 2 Months Ended | 6 Months Ended | |||||||||
Apr. 30, 2024 shares | Apr. 29, 2024 USD ($) $ / shares | Apr. 29, 2024 ZAR (R) | Apr. 18, 2024 USD ($) | Feb. 23, 2024 USD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2024 USD ($) shares | Mar. 30, 2024 | Mar. 26, 2024 USD ($) | Mar. 26, 2024 BRL (R$) | Feb. 07, 2024 ZAR (R) | |
SGRP Meridian [Member] | |||||||||||
Disposal Group, Including Discontinued Operation, Consideration | R | R 180,700,000 | ||||||||||
Proceeds from Sales of Business, Affiliate and Productive Assets | $ 7,700,000 | R 144,560,000 | |||||||||
Brazil Joint Venture [Member] | |||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 11,800,000 | R$ 58.9 | |||||||||
SPAR BSMT [Member] | |||||||||||
Subsidiary, Ownership Percentage, Parent | 51% | ||||||||||
Meridian [Member] | FRIEDSHELF 401 Proprietary Limited [Member] | |||||||||||
Subsidiary, Ownership Percentage, Noncontrolling Owner | 49% | ||||||||||
SPAR Group [Member] | SGRP Meridian [Member] | |||||||||||
Subsidiary, Ownership Percentage, Parent | 51% | ||||||||||
SPAR Group [Member] | SPAR China [Member] | |||||||||||
Percent Of Ownership Interest In Subsidiary Sold By Company | 51% | ||||||||||
Proceeds From Sale of Ownership Interest | $ 200,000 | ||||||||||
SPAR Marketing Force [Member] | |||||||||||
Subsidiary, Ownership Percentage, Parent | 51% | 51% | |||||||||
Resource Plus, Inc [Member] | |||||||||||
Payments to Acquire Interest in Joint Venture | $ 3,000,000 | ||||||||||
Resource Plus Acquisition Note [Member] | |||||||||||
Payments to Acquire Interest in Joint Venture | 250,000 | $ 250,000 | |||||||||
Debt Instrument, Face Amount | $ 2,750,000 | ||||||||||
Long-Term Debt, Gross | $ 2,750,000 | $ 2,750,000 | |||||||||
CIC Agreement [Member] | |||||||||||
Preferred Stock, Shares Issued (in shares) | shares | 2,000,000 | 2,000,000 | |||||||||
Preferred Stock, Shares Issuable (in shares) | shares | 3,000,000 | 3,000,000 | |||||||||
William Bartels [Member] | |||||||||||
Liability, Pension and Other Postretirement and Postemployment Benefits, Current | $ 93,000 | $ 93,000 | |||||||||
William Bartels [Member] | The 2024 Stock Repurchase Program [Member] | |||||||||||
Treasury Stock, Shares, Acquired (in shares) | shares | 1,000,000 | ||||||||||
Share Price (in dollars per share) | $ / shares | $ 1.8 | ||||||||||
William Bartels [Member] | Premium Adjustments [Member] | |||||||||||
Related Party Transaction, Amounts of Transaction | 200,000 | ||||||||||
William Bartels [Member] | Remaining Premium Adjustments [Member] | |||||||||||
Related Party Transaction, Amounts of Transaction | 1,100,000 | ||||||||||
WB Marketing, Inc [Member] | Service Fees [Member] | |||||||||||
Related Party Transaction, Amounts of Transaction | $ 87,000 |
Note 8 - Related-party Transact
Note 8 - Related-party Transactions - Transactions Between the Company and Affiliates (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | |
Due to affiliates | [1] | $ 623 | $ 3,205 |
Loans Due to Affiliates [Member] | Local Investors in Mexico [Member] | |||
Due to affiliates | [1] | 623 | 623 |
Loans Due to Affiliates [Member] | Local Investors in China [Member] | |||
Due to affiliates | [1] | 0 | |
Loans Due to Affiliates [Member] | Local Investors Related to Resource Plus [Member] | |||
Due to affiliates | [1] | $ 0 | 266 |
Loans Due from Affiliates [Member] | Local Investors in China [Member] | |||
Due to affiliates | [1] | $ 2,316 | |
[1]Represent loans due from the local investors into the Company's subsidiaries (representing their proportionate share of working capital loans). The loans have no payment terms, are due on demand, and are classified as current liabilities in the unaudited condensed consolidated balance sheets. |
Note 9 - Segment Information (D
Note 9 - Segment Information (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 57,290 | $ 65,936 | $ 125,984 | $ 130,316 |
Intersegment Eliminations [Member] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 0 | $ 0 | $ 0 | $ 0 |
Note 9 - Segment Information -
Note 9 - Segment Information - Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | $ 57,290 | $ 65,936 | $ 125,984 | $ 130,316 | ||
Operating income (loss): | 5,893 | 1,997 | 15,465 | 5,147 | ||
Interest expense (income): | 567 | 478 | 1,097 | 868 | ||
Other expense (income), net: | (296) | (125) | (288) | (183) | ||
Income before income tax expense: | 5,622 | 1,644 | 14,656 | 4,462 | ||
Income tax expense: | 1,547 | 538 | 3,401 | 1,579 | ||
Net income (loss): | 4,075 | $ 7,181 | 1,106 | $ 1,777 | 11,255 | 2,883 |
Net income attributable to non-controlling interest: | (448) | (467) | (1,002) | (1,378) | ||
Net (loss) income attributable to SPAR Group, Inc.: | 3,627 | 639 | 10,253 | 1,505 | ||
Depreciation and amortization: | 478 | 494 | 989 | 1,026 | ||
Capital expenditures | 360 | 376 | 781 | 717 | ||
Americas [Member] | ||||||
Revenue: | 54,041 | 52,083 | 108,696 | 100,661 | ||
Operating income (loss): | 6,071 | 2,038 | 15,573 | 4,553 | ||
Interest expense (income): | 570 | 357 | 996 | 631 | ||
Other expense (income), net: | (281) | (12) | (295) | 17 | ||
Income before income tax expense: | 4,167 | 1,693 | 13,829 | 3,905 | ||
Income tax expense: | 1,187 | 456 | 2,857 | 1,223 | ||
Net income (loss): | 2,980 | 1,237 | 10,972 | 2,682 | ||
Net income attributable to non-controlling interest: | (475) | (394) | (757) | (879) | ||
Net (loss) income attributable to SPAR Group, Inc.: | 2,505 | 843 | 10,215 | 1,803 | ||
Depreciation and amortization: | 453 | 466 | 894 | 930 | ||
Capital expenditures | 360 | 371 | 776 | 660 | ||
Asia Pacific [Member] | ||||||
Revenue: | 3,249 | 5,658 | 9,011 | 11,758 | ||
Operating income (loss): | (178) | (97) | (407) | (289) | ||
Interest expense (income): | 11 | 17 | 24 | 16 | ||
Other expense (income), net: | (15) | (4) | 17 | (10) | ||
Income before income tax expense: | 1,455 | (110) | 1,950 | (295) | ||
Income tax expense: | 39 | (53) | 67 | (35) | ||
Net income (loss): | 1,416 | (57) | 1,882 | (260) | ||
Net income attributable to non-controlling interest: | 27 | (12) | 45 | (16) | ||
Net (loss) income attributable to SPAR Group, Inc.: | 1,443 | (69) | 1,927 | (276) | ||
Depreciation and amortization: | 25 | 12 | 57 | 24 | ||
Capital expenditures | 0 | 3 | 0 | 6 | ||
EMEA [Member] | ||||||
Revenue: | 0 | 8,195 | 8,277 | 17,897 | ||
Operating income (loss): | 0 | 56 | 299 | 883 | ||
Interest expense (income): | (14) | 104 | 77 | 221 | ||
Other expense (income), net: | 0 | (109) | (10) | (190) | ||
Income before income tax expense: | 0 | 61 | (1,123) | 852 | ||
Income tax expense: | 321 | 135 | 477 | 391 | ||
Net income (loss): | (321) | (74) | (1,599) | 461 | ||
Net income attributable to non-controlling interest: | 0 | (61) | (290) | (483) | ||
Net (loss) income attributable to SPAR Group, Inc.: | (321) | (135) | (1,889) | (22) | ||
Depreciation and amortization: | 0 | 16 | 38 | 72 | ||
Capital expenditures | $ 0 | $ 2 | $ 5 | $ 51 |
Note 9 - Segment Information _2
Note 9 - Segment Information - Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | $ 70,025 | $ 90,281 |
Americas [Member] | ||
Assets | 65,263 | 71,372 |
Asia Pacific [Member] | ||
Assets | 4,762 | 13,361 |
EMEA [Member] | ||
Assets | $ 0 | $ 5,548 |
Note 9 - Segment Information _3
Note 9 - Segment Information - Long Lived Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Long lived assets | $ 4,423 | $ 6,345 |
Americas [Member] | ||
Long lived assets | 4,407 | 4,585 |
Asia Pacific [Member] | ||
Long lived assets | 16 | 1,015 |
EMEA [Member] | ||
Long lived assets | $ 0 | $ 745 |
Note 9 - Segment Information _4
Note 9 - Segment Information - Geographic Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net revenues | $ 57,290 | $ 65,936 | $ 125,984 | $ 130,316 |
Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Net revenues | $ 125,984 | $ 130,316 | ||
Percent of consolidated net revenue | 100% | 100% | 100% | 100% |
UNITED STATES | ||||
Net revenues | $ 32,993 | $ 26,088 | ||
UNITED STATES | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Net revenues | $ 61,816 | $ 52,281 | ||
Percent of consolidated net revenue | 57.70% | 39.60% | 49.10% | 40.10% |
BRAZIL | ||||
Net revenues | $ 13,888 | $ 20,016 | ||
BRAZIL | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Net revenues | $ 33,185 | $ 38,098 | ||
Percent of consolidated net revenue | 24.20% | 30.40% | 26.30% | 29.20% |
SOUTH AFRICA | ||||
Net revenues | $ 0 | $ 8,195 | ||
SOUTH AFRICA | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Net revenues | $ 8,277 | $ 17,897 | ||
Percent of consolidated net revenue | 0% | 12.40% | 6.60% | 13.70% |
MEXICO | ||||
Net revenues | $ 3,260 | $ 2,559 | ||
MEXICO | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Net revenues | $ 6,527 | $ 5,032 | ||
Percent of consolidated net revenue | 5.70% | 3.90% | 5.20% | 3.90% |
CHINA | ||||
Net revenues | $ 0 | $ 2,225 | ||
CHINA | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Net revenues | $ 2,698 | $ 4,901 | ||
Percent of consolidated net revenue | 0% | 3.40% | 2.10% | 3.80% |
JAPAN | ||||
Net revenues | $ 1,452 | $ 1,491 | ||
JAPAN | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Net revenues | $ 2,870 | $ 3,044 | ||
Percent of consolidated net revenue | 2.50% | 2.30% | 2.30% | 2.30% |
CANADA | ||||
Net revenues | $ 3,900 | $ 3,420 | ||
CANADA | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Net revenues | $ 7,169 | $ 5,250 | ||
Percent of consolidated net revenue | 6.80% | 5.20% | 5.70% | 4% |
INDIA | ||||
Net revenues | $ 1,797 | $ 1,437 | ||
INDIA | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Net revenues | $ 3,442 | $ 2,843 | ||
Percent of consolidated net revenue | 3.10% | 2.20% | 2.70% | 2.20% |
AUSTRALIA | ||||
Net revenues | $ 0 | $ 505 | ||
AUSTRALIA | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Net revenues | $ 0 | $ 970 | ||
Percent of consolidated net revenue | 0% | 0.80% | 0% | 0.70% |
Note 10 - Leases - Lease Costs
Note 10 - Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Operating lease cost | $ 93 | $ 71 | $ 269 | $ 141 | |
Short-term lease cost | 128 | 35 | 299 | 111 | |
Variable costs | [1] | 15 | 31 | ||
Total lease cost | $ 221 | $ 121 | $ 568 | $ 283 | |
[1]Variable lease expense consists primarily of property taxes, property insurance, and common area or other maintenance costs for the Company’s leases of office space. |
Note 10 - Leases - Supplemental
Note 10 - Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating cash flows from operating leases | $ 134 | $ 106 | $ 310 | $ 256 |
Operating lease | $ 0 | $ 808 | $ 0 | $ 1,111 |
Note 10 - Leases - Leases Asset
Note 10 - Leases - Leases Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Operating lease right-of-use asset | $ 1,154 | $ 2,323 |
Current portion of operating lease liability | 482 | 1,163 |
Non-current portion of operating lease liabilities | 672 | 1,160 |
Total operating lease liabilities | $ 1,154 | $ 2,323 |
Weighted-average remaining lease term - operating leases (in years) (Year) | 3 years 6 months 21 days | 2 years 7 months 20 days |
Weighted-average discount rate - operating leases | 7.60% | 8.80% |
Note 10 - Leases - Maturity of
Note 10 - Leases - Maturity of Lease Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
2024 | $ 676 | |
2025 | 240 | |
2026 | 168 | |
2027 | 145 | |
2028 | 43 | |
Thereafter | 0 | |
Total Lease Payments | 1,272 | |
Less: imputed interest | 118 | |
Present value of operating lease liabilities | $ 1,154 | $ 2,323 |
Note 11 - Earnings Per Share -
Note 11 - Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net income attributable to SPAR Group, Inc. | $ 3,627 | $ 639 | $ 10,253 | $ 1,505 |
Weighted-average common shares outstanding – basic (in shares) | 23,786 | 23,250 | 23,670 | 23,182 |
Stock options and unvested restricted shares (in shares) | 223 | 142 | 203 | 155 |
Weighted-average common shares outstanding – diluted (in shares) | 24,010 | 23,392 | 23,873 | 23,337 |
Basic income per common share attributable to SPAR Group, Inc. (in dollars per share) | $ 0.15 | $ 0.03 | $ 0.43 | $ 0.06 |
Diluted income per common share attributable to SPAR Group, Inc. (in dollars per share) | $ 0.15 | $ 0.03 | $ 0.43 | $ 0.06 |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details Textual) - USD ($) | Jun. 05, 2024 | Jul. 23, 2024 |
Subsequent Event [Member] | SPAR Japan [Member] | ||
Disposal Group, Including Discontinued Operation, Consideration | $ 500,000 | |
Subsequent Event [Member] | SPAR Japan [Member] | ||
Majority Interest Ownership Percentage By Parent | 100% | |
Highwire Capital Acquiring SGRP [Member] | ||
Business Acquisition, Share Price (in dollars per share) | $ 2.5 | |
Business Combination, Price of Acquisition, Expected | $ 58,000,000 |