Note 11 - Purchase of Interests in Subsidiaries

3 Months Ended

Mar. 31, 2017

Notes to Financial Statements

Business Combination Disclosure [Text Block]

11.

   Purchase of Interests in Subsidiaries

In

September

2016,

after acquiring SGRP Brasil Participações Ltda. ("SGRP Holdings"), a Brazilian limitada (which is a form of limited liability company), and establishing SPAR Brasil Serviços de Merchandising e Tecnologia S.A., a Brazilian corporation ("SPAR BSMT"), in a series of related party transactions (See Note

6

to the Company's Consolidated Financial Statements -

Related Party Transactions

-

Related Party Transactions and Arrangements in the Brazil Acquisition

, above), SGRP Holdings and SPAR BSMT (the "Purchasers") entered into a Quota Purchase Agreement dated

September

13,

2016

(the "NM QPA"), with Interservice Publicidade Sociedade Ltda., a Brazilian limitada, Momentum Promoções Ltda., a Brazilian limitada, and IPG Nederland B.V., a Netherlands company (collectively, the "Sellers"). The Sellers are subsidiaries of The Interpublic Group of Companies, Inc., a Delaware corporation ("Interpublic"), which is a global provider of advertising, media and other business services. The NM QPA provided for the acquisition by the Purchasers from the Sellers (the "NM Acquisition") of all of the equity shares (called "quotas") in New Momentum Ltda., a Brazilian limitada, and New Momentum Serviços Temporários Ltda., a Brazilian limitada (each a "NM Company" or collectively the "NM Companies"),

two

of Interpublic's "In Store" companies in Brazil. SPAR BSMT acquired

99%

of the quotas issued by each NM Company and SGRP Holdings acquired

1%

of the quotas issued by each NM Company pursuant to the NM QPA. The closing of the acquisition of the NM Companies was completed with the disbursement of the purchase price to the Sellers on

September

19,

2016,

effective as of close of business on

September

13,

2016.

The purchase price for the NM Companies was

R$1,312,000

(approximately

US$401,000).

The Company has since changed the names of the NM Companies to SPAR Brasil Serviços LTDA. and SPAR Brasil Serviços Temporários LTDA.

Momentum Promoções Ltda.,

one

of the Sellers, also agreed to provide certain transition services and continued use of certain existing office space to SPAR BSMT and each of the NM Companies (collectively, "SPAR Brazil"), pursuant to a Transition Services Agreement dated

September

13,

2016

(the "Transition Agreement"), and a Sublease Agreement dated

September

13,

2016

(the "Sublease"), respectively. The Sublease has an initial term of

12

months and requires monthly rent and back office support payments of

R$205,417

(approximately

US$65,700).

After

December

31,

2016,

the Transition Agreement relating to Accounting Service, terminates on

April

30,

2017

and for IT service, terminates on

September

13,

2017.

The Company has completed its preliminary calculation of the fair value and related allocation of assets between goodwill and other. The amounts listed below reflect the results of our preliminary assessment and

may

be updated should additional information become available related to this acquisition. A summary of assets acquired, goodwill and liabilities assumed and net of purchase price are as follows (in thousands):

Cash	$	484
Net Working Capital, net of cash		(155	)
Fixed Assets		22
Intangible Assets		336
Goodwill		133
Assumed Liabilities		(419	)
Net Fair Value of Assets Acquired	$	401

For the

three

month period ended

March

31,

2017,

the Company reported revenue of

$9.9

million and a net income of

$22,000

related to this acquisition. The following table contains unaudited pro forma revenue and net income for SPAR Group, Inc. assuming SPAR Brasil closed on

January

1,

2016

(in thousands):

	Revenue		Net Loss
Consolidated supplemental pro forma for the three month period ended March 31, 2016	$	33,838	$	(266	)

The pro forma in the table above includes adjustments for, amortization of intangible assets and acquisition costs to reflect results that are more representative of the results of the transactions as if the SPAR Brasil acquisition closed on

January

1,

2016.

This pro forma information utilizes certain estimates, is presented for illustrative purposes only and

may

not be indicative of the results of operation that would have actually occurred. In addition, future results

may

vary significantly from the results reflected in the pro forma information. The unaudited pro forma financial information does not reflect the impact of future events that

may

occur after the acquisition, such as anticipated cost savings from operating synergies.