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Note 14 - Purchase of Interests in Subsidiaries
12 Months Ended
Dec. 31, 2017
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
14.
Purchase of Interests in Subsidiaries
 
The following contains descriptions of the Company's purchase of interests in its operating subsidiary during the year ended
December 31, 2016.
 There were
no
acquisitions during the year ended
December 31, 2017.
 
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
11
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 were 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
had a term of
12
months and required monthly rent and back office support payments of
R$205,417
(approximately
US$65,700
). The Transition Agreement relating to Accounting Service, terminated on
April 30, 2017
and the Sublease Agreement, terminated on
September 13, 2017.
 
For the
Resource Plus Acquisition, see Note
16
 to the Company's Consolidated Financial Statements –
Subsequent Events– Resource Plus Acquisition.
 
The Company has completed its preliminary calculation of the fair value and related allocation of assets between goodwill and other.
  A summary of assets acquired, goodwill and liabilities assumed and net of purchase price are as follows (in thousands):
 
Cash
  $
484
 
Net Working Capital, net of cash
   
(155
)
Fixed Assets
   
22
 
Intangible Assets
   
336
 
Goodwill
   
133
 
Assumed Liabilities
   
(419
)
Net Fair Value of Assets Acquired
  $
401
 
 
 
For the
period for
September 14, 2016
through
December 31, 2016,
the Company reported revenue of
$11.7
million and a net loss of
$144,000
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, Jan
uary 1 to December 31, 2016
  $
156,475
    $
(207
)
 
The pro forma in the table above includes adjustments for, amortization of intangible assets and acquisition costs to reflect results that are more representative of the results of the transactions as if the SPAR Brasil acquisition closed on
January 1,
2015.
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.