0001437749-23-010432 | 10-K | XBRL Viewer

Customer incentives and deposits

^[1]

2,964

3,270

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

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 (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 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 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

12 Months Ended

Dec. 31, 2022

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 Accounting Policies

12 Months Ended

Dec. 31, 2022

Significant Accounting Policies [Text Block]

2. Summary of Significant Accounting Policies

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 consolidated financial statements.

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, the Company historically operated within two reportable segments: (i) the domestic division, which was comprised of the business in the United States, and (ii) the international division, which was comprised of all countries outside United States.

Effective January 1, 2022 to better leverage the regional footprint to align with global growth strategy, the Company realigned its reportable segments from two segments to three regional segments as follows: Americas which is comprised of United States, Canada, Brazil and Mexico; Asia-Pacific ("APAC”) which is comprised of Japan, China, India and Australia; and Europe, Middle East and Africa ("EMEA”) which is comprised of South Africa. Certain corporate expenses have been allocated to segments based on each segment’s revenue as a percent of total company revenue.

Variable Interest Entities

The Company consolidates all entities where a controlling financial interest exists. The Company has considered its relationships with its 51%-owned joint ventures to determine whether the Company has a variable interest in these entities, and if so, whether the Company is the primary beneficiary of the relationship. US GAAP requires variable interest entities ("VIEs”) to be consolidated if an entity’s interest in the VIE is a controlling financial interest. Under the variable model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

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 change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with US GAAP.

Cash Equivalents

The Company considers all short-term, highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value.

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 believe it is exposed to significant credit risk and the Company has not experienced any losses related to its cash and cash equivalents balances. No customer accounted for more than 10% of the Company’s net revenue for the years ended December 31, 2022 and December 31, 2021. No customer accounted for more than 10% of the Company’s accounts receivable, net as of December 31, 2022 and 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 exist, revenues are deferred until all criteria for an enforceable contract are met.

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 year or less and over 90% of the Company’s contracts are completed in less than 30 days.

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 billed and are included as accounts receivable.

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, and 2021, respectively. Bad debt expense was $1.3 million and $.1 million for the years ended December 31, 2022 and 2021, respectively.

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 year. The ROU asset is measured as the sum of (1) the present value of all remaining fixed and in-substance fixed payments using the rate implicit in the lease whenever that is readily determinable or the Company’s incremental borrowing rate, (2) any lease payments made at or before the commencement date (less any lease incentives received) and (3) any initial direct costs incurred. The lease liability is measured similarly to the ROU asset, but excludes any payments made before the commencement date and initial direct costs incurred. Lease terms include options to extend or terminate the lease if it is reasonably certain the Company will exercise these options.

Expense for operating leases and leases with a term of one year or less is recognized on a straight-line basis over the term of the lease, unless another systematic and rational basis is more representative of the derivation of benefit from use of the leased property. Variable lease payments are recognized in the period in which the related obligation is incurred and consist primarily of payments for insurance and property taxes. Operating lease expense and variable lease payments are recorded in selling, general and administrative expense in the consolidated statements of operations and comprehensive income (loss).

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 to seven years for equipment, three to seven years for furniture and fixtures, and three to five years for capitalized software costs. Leasehold improvements are depreciated over the shorter of their estimated useful lives or the related lease terms, which range from three to fifteen years. Maintenance and minor repairs are expensed as incurred.

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 limited to: the cost to purchase software, the cost to write program code, and payroll and related benefits for those employees who are directly involved with and who devote time to the Company’s software development projects. Capitalization of such costs begins during the application development stage once the preliminary project stage is complete, management authorizes and commits to funding the project, and it is probable that the project will be completed and that the software will be used to perform the function intended. Capitalization ceases when the project is substantially complete and ready for its intended purpose. Costs incurred during preliminary project and post-implementation stages, as well as software maintenance and training costs, are expensed in the period in which they are incurred.

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 be recoverable. When indicators of potential impairment exist, the Company assesses the recoverability of the assets by estimating whether the Company will recover its carrying value through the undiscounted future cash flows generated by the use of the asset and its eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the asset, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset. If any assumptions, projections or estimates regarding any asset change in the future, the Company may have to record an impairment to reduce the net book value of such individual asset.

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 be recoverable, the Company assesses the recoverability of the carrying value by preparing estimates of sales volume and the resulting profit and cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, the Company recognizes an impairment loss. The impairment loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the fair value.

Goodwill

Goodwill may result from business acquisitions. Goodwill is assigned to reporting units based on the expected benefit from the synergies arising from each business combination, determined by using certain financial metrics, including the forecast discounted cash flows associated with each reporting unit. The goodwill acquired in a business combination is allocated to the appropriate reporting unit as of the acquisition date.

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^steach year. The impairment tests require the Company to first assess qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. The Company is not required to calculate the fair value of a reporting unit unless it determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. If it is determined that it is more likely than not, or if the Company elects not to perform a qualitative assessment, the Company proceeds with the quantitative assessment. Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill.

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 result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. In addition, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss. Because these transactions take place between entities under common control, any gains or losses attributable to these transactions are required to be included within additional paid-in-capital on the consolidated balance sheets.

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 were $19,549 and $9,298 during the years ended December 31, 2022 and 2021, respectively.

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-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:

●

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

●

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

●

Level 3 – Prices or valuation techniques where little or no market data is available that requires inputs significant to the fair value measurement and unobservable.

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) as of December 31, 2022 and 2021. The carrying value of the Company’s long-term debt with variable interest rates approximates fair value based on instruments with similar terms (Level 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 be realized.

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-step process. The first step involves evaluating the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step involves estimating and measuring the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company has to determine the probability of various possible outcomes. The Company’s evaluation of uncertain tax positions is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU No. 2019-12”), which simplifies the accounting for income taxes by removing a variety of exceptions within the framework of ASC 740. The Company adopted ASU No. 2019-12 on January 1, 2021, and the amendments applicable to the Company were applied prospectively. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures for the year ended December 31, 2021.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU No. 2016-13”), which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company beginning January 1, 2023, and interim periods therein. Early adoption is permitted. The Company will adopt this new standard in the first quarter of 2023 and does not believe it will have a material effect on its consolidated financial statements and related disclosures.

Note 3 - Supplemental Balance Sheet Information (in Thousands)

12 Months Ended

Dec. 31, 2022

Supplemental Balance Sheet Disclosures [Text Block]

3. Supplemental Balance Sheet Information

*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 and 2021, respectively.

The Company capitalized $1.5 million and $1.2 million of costs related to internal use software in the years ended December 31, 2022 and 2021, respectively.

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 and 2021, respectively.

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 and 2021, accumulated impairment losses of goodwill were $2.5 million and $0, respectively.

Goodwill Impairment of Resource Plus of North Florida, Inc.

The Company acquired Resource Plus of North Florida, Inc. ("Resource Plus”) in 2018 as a joint venture partnership and owns 51% of the Resource Plus business. At the time of the acquisition, the Company recorded $2.0 million of goodwill and $1.2 million of intangible assets relating to brand and technology. Due to the loss of a significant customer, during the year ended December 31, 2022, Resource Plus did not meet original forecast and reduced forecasts. The Company performed the Step 1 qualitative impairment test using a combination of the discounted cash flow and guideline public company methodologies.

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 met, if market factors outside of the Company’s control, such as discount rates, income tax rates, foreign currency exchange rates, inflation, or any other factors, change, or if management’s expectations or plans otherwise change, including updates to the Company’s long-term operating plans, then one or more of our reporting units might become impaired in the future.

As of December 31, 2022, the Company was required to test the Resource Plus reporting unit for impairment due to continued decline in revenues and profitability. The Company performed the Step 1 qualitative impairment test using a combination of the discounted cash flow and guideline public company methodologies. Key assumptions include management's estimates of forecasted revenue and forecasted cash flows.

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 ofSPAR TODOPROMO, SAPI, de CV

The Company acquired SPAR TODOPROMO, SAPI, de CV ("SPAR Mexico”) in 2011 as a joint venture partnership and currently owns 51% of the SPAR Mexico business. At time of acquisition, the Company recorded $0.5 million of goodwill. During year ended December 31, 2022, SPAR Mexico did not meet original forecasts due to labor law changes in Mexico. The Company performed the Step 1 qualitative impairment test using a combination of the discounted cash flow and guideline public company methodologies. The impairment test indicated that the goodwill of SPAR Mexico was fully impaired and the Company recorded an impairment loss of $0.5 million USD during the year ended 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 to 25 years. Amortization expense for the years ended December 31, 2022 and 2021 was approximately $0.4 and $0.5, respectively.

The annual amortization for each of the following years succeeding December 31, 2022 is summarized as follows (in thousands):

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

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Text Block]

4. 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.

On January 5, 2021, the NM Loan Parties and NM executed and delivered a First Modification Agreement as of January 4, 2021, and effective as of December 31, 2020 (the "First Modification Agreement"), pursuant to which the NM Loan Parties and NM agreed to extend the NM Credit Facility from October 10, 2021, to April 10, 2022, and increased the amount of the US Revolving Credit Facility to $14.5 million and decreased the Canada Revolving Credit Facility to CDN$1.5 million. In addition, the First Modification Agreement increased SMF's borrowing base availability for unbilled receivables to up to 70% from January 1, 2021, through June 30, 2021, and increased the cap on unbilled accounts for SMF to $4.5 million from $3.9 million.

On March 22, 2021, the NM Parties and NM executed and delivered a Second Modification Agreement, effective as of April 1, 2021 (the "Second Modification Agreement"), pursuant to which the NM Loan Parties and NM agreed to extend the NM Credit Facility from April 10, 2022, to October 10, 2023, and increased the amount of the US Revolving Credit Facility to $16.5 million while the Canada Revolving Credit Facility remained at CDN$1.5 million. In addition, the Second Modification Agreement permanently increased SMF's borrowing base availability for unbilled receivables to up to 70%, and increased the cap on unbilled accounts for SMF to $5.5 million from $4.5 million.

On December 16, 2021, the NM Parties and NM executed and delivered a Third Modification Agreement, effective as of December 1, 2021 (the "Third Modification Agreement"), pursuant to which the NM Loan Parties and NM agreed to temporarily increase the borrowing base availability under the NM Credit Facility, and the NM Borrowers agreed to pay certain additional fees.

On July 1, 2022, the NM Loan Parties and NM executed and delivered a Fourth Modification Agreement, effective as of June 30, 2022 (the "Fourth Modification Agreement"), pursuant to which the NM Loan Parties and NM agreed to extend the NM Credit Facility from October 10, 2023, to October 10, 2024, and increased the amount of the US Revolving Credit Facility to $17.5 million while the Canada Revolving Credit Facility remained at CDN$1.5 million. In addition, the Fourth Modification Agreement permanently increased SMF's borrowing base availability for billed receivables to up to 90% from 85%, and unbilled receivables to up to 80% from 70%, and increased the cap on unbilled accounts for SMF to $6.5 million from $5.5 million.

On August 9, 2022, the NM Loan Parties and NM executed and delivered a Fifth Modification Agreement, effective immediately (the "Fifth Modification Agreement"), pursuant to which the NM Loan Parties and NM agreed to temporarily increase the borrowing base availability under the NM Credit Facility, and the NM Borrowers agreed to pay certain additional fees.

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 secured by any equity in, financial asset respecting or asset of any Excluded Subsidiary (as such term is defined in the NM Loan Agreement). Pursuant to the NM Loan Agreement, Excluded Subsidiary means each of the following direct or indirect subsidiaries of SGRP: (i) Resource Plus of North Florida, Inc., Mobex of North Florida, Inc., and Leasex, LLC, and their respective subsidiaries; (ii) NMS Retail Services ULC, which is an inactive Nova Scotia ULC; (iii) SPAR Group International, Inc.; (iv) SPAR FM Japan, Inc.; (v) SPAR International, Ltd.; (vi) each other subsidiary formed outside of the United States or Canada; and (vii) any other entity in which any such subsidiary is a partner, joint venture or other equity investor.

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, there was no outstanding balance under the Fifth Third Credit Facility. Resource Plus closed the line of credit with Fifth Third Bank in March 2022 and as such, there was no balance outstanding as of December 31, 2022. Resource Plus maintained an existing $0.9 million cash balance with Fifth Third Bank to be in compliance with their insurance policy.

Resource Plus – Seller Notes

Effective with the closing of the Company's acquisition of Resource Plus in 2018, the Company issued into promissory notes with the sellers of $2.3 million. The promissory notes are payable at annual installments in various amounts on December 31 of each year, starting with December 31, 2018 and continuing through December 31, 2023.

As of December 31, 2022 and 2021, the annual interest rate was 1.85% and the balance outstanding under the promissory notes was approximately $1.0 million, which is included in lines of credit and short-term loans in the consolidated balance sheets.

International Credit Facilities

In October 2017, SPARFACTS Australia Pty. Ltd. secured a line of credit facility with National Australia Bank, for AUD $0.8 million. The facility provides for borrowing based upon a formula, as defined in the applicable loan agreement (principally 80% of eligible accounts receivable less certain deductions). The annual interest rate was 10.60% as of December 31, 2022. As of December 31, 2022 the outstanding balance was AUD $0.2 million or $0.1 million USD and was due on demand. As of December 31, 2021 the balance was AUD $0.2 million or $0.1 million USD and was due on demand.

In December 2020, SPAR China secured a loan with Industrial Bank for 3.0 million Chinese Yuan. The loan will expire in July 2023. The annual interest rate was 4.00% as of December 31, 2022. As of December 31, 2022, the outstanding balance was 3.0 million Chinese Yuan or approximately $0.4 million and was due on demand. As of December 31, 2021, the outstanding balance was 3.0 million Chinese Yuan or $0.5 million and was due on demand.

In June 2021, SPAR China, Inc. ("SPAR China”) secured a loan with People's Bank of China for 1.0 million Chinese Yuan. The loan expired in June 2022 and was not renewed. As of December 31, 2022, there is no balance outstanding. As of December 31, 2021, the outstanding balance was 1.0 million Chinese Yuan or $0.1 million and was due on demand.

In December 2021, SPAR China secured a loan with Industrial and Commercial Bank of China for 2.0 million Chinese Yuan. The loan will expire in December 2023. The annual interest rate was 4.15% as of December 31, 2022. As of December 31, 2022, the outstanding balance was 2.0 million Chinese Yuan or $0.3 million and was due on demand. As of December 31, 2021, the outstanding balance was 2.0 million Chinese Yuan or $0.3 million and was due on demand.

In March 2022, SGRP Meridian (Pty), Ltd. secured loans with Investec Bank Ltd, for 60.0 million South African Rand; of which 30.0 million South African Rand is due July 2023. The annual interest rate was 10.50% as of December 31, 2022. As of December 31, 2022, the outstanding balance was approximately 52.3 million South African Rand or $3.1 million USD.

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

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Note 5 - Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Text Block]

5. Income Taxes

Beginning in 2018, the Tax Cuts and Jobs Act (the "Act”) included two (2) new U.S. corporate tax provisions, the global intangible low-taxed income regime ("GILTI”) and the base-erosion and anti-abuse tax ("BEAT”). The GILTI provision requires the Company to include in its U.S. income tax return non-U.S. subsidiary earnings in excess of an allowable return on the non-U.S. subsidiary’s tangible assets. The Company has elected to treat GILTI as a period cost. The Company evaluated the GILTI provision resulting in a financial statement impact of approximately $325 thousand and $400 thousand for the year ended December 31, 2022 and December 31, 2021 respectively. The Company is below the three-year average gross receipts threshold for BEAT to apply.

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, our effective income tax rate of 56.6% varied from the U.S. federal statutory rate of 21% primarily as a result of dispersion of global income and impact of higher foreign tax rates, permanent items including goodwill impairment, as well as the incremental tax expense associated with the global intangible low-taxed income inclusion under the Tax Cuts and Jobs Act of 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, the Company’s deferred tax assets were primarily the result of U.S. Net Operating Loss ("NOL”) and Brazil NOL. The Company has gross U.S. Federal NOL carryforwards of $5.1 million and tax effected amount of $1.1 million. Of the $1.1 million U.S. Federal NOL carryforward, approximately $630 thousand has no expiration date, and the remaining balance, if unused, will expire in years 2027 through 2031. The Company has a U.S. State NOL deferred tax asset of $88 thousand of varying expiration dates from 2024 to 2041. The Company has $240 thousand US Research and Development credits with expiration dates ranging 2031 to 2035. The Company has additional gross NOL carryforwards of $1.9 million in Brazil, $1.2 million in Australia, all of which has no expiration date. The tax effected amounts of the Brazil and Australia NOL carryforwards are $662 thousand and $346 thousand respectively. The Company has additional gross NOL carryforwards of $1.1 million in China, $622 thousand in Mexico and $11 thousand in Japan with expiration dates beginning in 2028, 2033 and 2033, respectively. The tax effected amounts of China, Mexico and Japan NOL carryforwards are $264 thousand, $187 thousand and $4 thousand respectively.

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. Key considerations in this assessment includes current tax law that is expected to continue to generate future U.S. taxable income based on the results of our foreign operations (GILTI tax), our expectation of continued improvements in U.S. operating results and the period of time available to generate future taxable income. For Brazil, Mexico and Japan losses it is expected to be more likely than not there will be sufficient taxable income to utilize the losses in future years. For China and Australia management does not expect its more likely than not deferred tax assets can be realized and therefore a full valuation allowance is recorded with respect to these jurisdictions.

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, included in the balance of uncertain tax position reserves are $46 thousand of reserves that, if recognized, would affect the effective rate on income from continuing operations. Interest and penalties that the tax law requires to be paid on the underpayment of taxes should be accrued on the difference between the amount claimed or expected to be claimed on the return and the tax benefit recognized in the financial statements. The Company's policy is to record this interest and penalties as additional tax expense. We accrued penalties of $.8 thousand and interest of $.3 thousand during 2022 and in total, as of December 31, 2022 recognized a liability related to the uncertain tax position reserves noted above for penalties of $14 thousand and interest of $17 thousand. During 2021, we accrued penalties of $3 thousand and interest of $.7 thousand and in total, as of December 31, 2021, recognized a liability of penalties of $13 thousand and interest of $16 thousand. Management does not expect in the next 12 months that the uncertain tax position reserves will significantly increase or decrease. Consistent with that expectation, interest and penalties related to the uncertain tax position reserve should not significantly increase.

Details of the Company's tax reserves at December 31, 2022, are outlined in the table below (in thousands):

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 and 2021, for potential domestic state tax liabilities were sufficient. The Company has evaluated the tax liabilities of its international subsidiaries and does not believe a reserve is necessary at this time.

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 through the present. Foreign entities are subject to tax audits that vary based on jurisdiction. However, tax authorities have the ability to review years prior to the position taken by the Company to the extent that SPAR utilized tax attributes carried forward from those prior years.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Note 6 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Text Block]

6. 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 anticipated to have a material adverse effect on the Company or its estimated or desired affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results or condition.

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. See Note 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, all payment of the SBS Clothier litigation settlement has been paid in full.

Note 7 - Common Stock

12 Months Ended

Dec. 31, 2022

Common Stock [Text Block]

7. Common Stock

As of December 31, 2022, the Company’s certificate of incorporation authorized the Company 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 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 vote on all matters submitted to a vote of the Company’s stockholders. Holders of the Company’s common stock are entitled to receive dividends as may be declared by the Company’s board of directors (the "Board"), if any, subject to the preferential dividend rights of the Company’s Series B convertible preferred stock. No cash dividends had been declared or paid during the periods presented.

In May 2022, the Board authorized the Company to repurchase up to 500,000 shares of the Company’s common stock pursuant to the 2022 Stock Repurchase Program (the "2022 Stock Repurchase Program"), which ends May 2023.

During the year ended December 31, 2022, there were 151,156 shares of common stock repurchased for $187,427 under the 2022 Stock Repurchase Program. There were no share repurchases that were significantly in excess of the current market price at time of repurchase.

Note 8 - Preferred Stock

12 Months Ended

Dec. 31, 2022

Preferred Stock [Text Block]

8. Preferred Stock

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 have such preferences and priorities over the Company’s common stock and other rights, powers and privileges as the Board of may establish in its discretion.

In January 2022, the Company 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 Company’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 Company 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, automatically convert into the Company’s common stock at a ratio of 1-to-1.5. See Note 10. The holders of the Series B convertible preferred stock have a liquidation preference over the Company’s common stock and vote 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 Company’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 10.

During the year ended December 31, 2022, 1,145,247 shares of Series B convertible preferred stock automatically converted to 1,717,870 shares of the Company’s common stock.

As of December 31, 2022, 854,753 shares of Series B convertible preferred stock were outstanding, which upon vesting, will automatically convert to 1,282,129 shares of the Company’s common stock.

Following the remaining Series B convertible preferred stock shares converting to common stock and when there are no more shares of Series B convertible preferred stock outstanding, the Company may change or cancel the authorized Series B convertible preferred stock, and to the extent it reduces such authorization without issuance, the Company can create other series of preferred stock with potentially different dividends, preferences and other terms.

Note 9 - Retirement Plans

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Text Block]

9. Retirement Plans

The Company has a 401(k) Profit Sharing Plan covering substantially all eligible domestic employees. The Company made discretionary contributions of $0.1 million and $72,000 for the year ended December 31, 2022 and 2021, respectively.

The entire disclosure for retirement benefits.

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Note 10 - Related Party Transactions

12 Months Ended

Dec. 31, 2022

10. Related Party Transactions

Domestic Related Party Transactions

Change of Control, Voting and Restricted Stock Agreement

The Related Party Transaction in the year ended December 31, 2022 was the Change of Control, Voting and Restricted Stock Agreement (the "CIC Agreement"), which became effective on January 28, 2022, when signed by the Company and Robert G. Brown, ("Mr. Brown"), William H. Bartels, ("Mr. Bartels"), SPAR Administrative Services, Inc., a corporation ("SAS"), and collectively with Mr. Brown, Mr. Bartels and SAS, the ("Majority Stockholders"). Mr. Bartels and Mr. Brown are Directors of the Corporation. Mr. Brown was the Chairman of the Board of Directors of SGRP (the "Board"), but ceased holding that position when the 2022 By-Laws (as defined below) became effective on 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:

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 conversion ratio set forth in the Preferred Designation and the CIC Agreement, subject to adjustment for a forward or reverse share split, share dividend, or similar transactions. These shares will vest over time upon execution of the CIC Agreement in 5 phases through November 10, 2023, assuming the Majority Stockholders' ongoing compliance with the terms and conditions of the CIC Agreement. Series B Preferred Shares may only be transferred to affiliates and certain related parties of the Majority Stockholders if those affiliates and certain related parties execute a joinder to the CIC Agreement. The Series B Preferred Stock shares was valued at $3,690,000 in total, based on the SGRP stock price on December 31, 2021 of $1.23 per share for the 3,000,000 conversion SGRP shares.

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, in connection with the negotiation and execution of the CIC Agreement.

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 plan year

James R. Brown, Sr. Advisor Agreement

On January 25, 2022, the Corporation entered into a consulting agreement with Mr. James R. Brown, Sr., effective January 26, 2022, following his retirement as a director of SGRP on January 25, 2022, pursuant to which Mr. Brown will serve as a Board advisor to SGRP from time to time for a term of one (1) year (the "Brown Advisor Agreement"). As compensation for his services, Mr. Brown was entitled to receive compensation at a rate of $55,000 for the term of the Brown Advisor Agreement. Payments will be made in equal quarterly installments and will be pro-rated for partial quarters. This agreement has expired.

Panagiotis Lazaretos Consulting Agreement

On January 27, 2022, the Corporation entered into a consulting agreement with Thenablers, Ltd. effective February 1, 2022 (the " Lazaretos Consulting Agreement"). Thenablers, Ltd. is wholly owned by Mr. Panagiotis Lazaretos, a retired director of the Corporation. Following Mr. Lazaretos' retirement as a director on January 25, 2022, Thenablers, Ltd. agreed to provide the consulting services of Mr. Lazaretos to the Corporation regarding global sales and new markets' expansion. The Lazaretos Consulting Agreement cannot be terminated by the consent of either party for the first twelve (12) months, and automatically expires on January 31, 2024. As compensation for its services, Thenablers, Ltd. is entitled to receive: (i) base compensation at a rate of $10,000 per month for the term of the Consulting Agreement; (ii) incentive based compensation as calculated in Exhibit A of the Lazaretos Consulting Agreement; and (iii) the outstanding options granted to Mr. Panagiotis ("Panos") N. Lazaretos on February 4, 2022 will continue to be outstanding and vest according to their terms under the agreement. As permitted by that agreement, on February 2, 2023, the Corporation gave notice that it was terminating that agreement effective July 31, 2023.

Other Domestic Related Party Transactions

National Merchandising Services, LLC ("NMS"), is a consolidated domestic subsidiary of the Company and is owned jointly by SGRP and by National Merchandising of America, Inc. ("NMA"). Mr. Edward Burdekin is the Chief Executive Officer and President and a director of NMS and also is an executive officer and director of NMA. Ms. Andrea Burdekin, Mr. Burdekin's wife, is the sole stockholder and also a director of both NMA and NMS. NMA is a related party of the Company but is not under the control of or consolidated with the Company. Mr. Burdekin's wife also owns National Store Retail Services ("NSRS"). Since September 2018 through June of 2021, NSRS provided substantially all of the domestic merchandising specialist field force used by NMS. For those services, NMS agrees to reimburse NSRS certain costs for providing those services plus a premium ranging from 4.0% to 10.0% of certain costs. Starting in July of 2021, the domestic merchandising specialist field force services provided by NSRS was transitioned to National Remodel & Setup Services, LLC ("NRSS") with the same financial arrangement. Ms. Andrea Burdekin is the owner of NRSS. NMS also leases office space from Mr. Burdekin's Personal property

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, 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. Mr. Matacunas is also a minority owner of the Agent. The service fees paid to WB Marketing for the year ended December 31, 2022 was $189,000.

International Related Party Services

SGRP Meridian (Pty), Ltd. ("Meridian") is a consolidated international subsidiary of the Company and is owned 51% by the Company, Mr. Adrian Wingfield, who is a Director of Meridian, is one of the owners of Merhold Holding Trust ("MHT"). MHT owns the building where Meridian is headquartered.

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. JDM also is a director of SPAR BSMT. Accordingly, JKC and JDM are each a related party respecting the Company. EILLC is owned by Mr. Peter W. Brown, a director of SPAR BSMT and the Corporation.

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) 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) These expenses are reflected in "Selling, general, and administrative expense" expense in the consolidated statements of operations and comprehensive (loss) income.

(3) 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.

Bartels' Retirement and Director Compensation

William H. Bartels retired as an employee of the Company as of January 1, 2020. However, he 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 as of 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 $220,558 per year and a total of $1,102,790 for the Five-Year Period. The Company recognized $700,000 of retirement benefits during the year ended December 31, 2020, representing the present value of the future Retirement Compensation, Supplemental Fees and Medical Benefits payments due Mr. Bartels. As of December 31, 2022 $290,917 of retirement benefits remains outstanding and is included within Accrued expenses and other current liabilities on the consolidated balance sheets.

2022 Deferred Compensation Agreement

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 2022 using RSUs or cash. Since there were no plan based RSUs available, those executives instead received deferred compensation.

On and effective as of March 24, 2022, the Corporation issued an award of 111,111 Phantom Stock Units to each of its executives: Kori G. Belzer; William Linnane; and Ron Lutz. Each Phantom Stock Unit represents the right of the grantee to receive cash payments based on the fair market value of SGRP's Common Stock at the time of vesting. Vesting will occur in three tranches of one-third each over the three (3) year period following the Grant Date, provided that (i) the Grantee is an employee of the Company at the time and (ii) the Corporation has achieved 90% of the agreed upon the applicable financial target for the year commencing with 2022 (which was EBITDA for 2022), but tranches will rollover to the following year and be payable upon achievement of 120% of the agreed upon the applicable financial target for such following year. The Phantom Stock Units do not possess the rights of common stockholders of the Corporation, including any voting or dividend rights, and cannot be exercised or traded for the SGRP's Common Stock. Due to the cash settlement feature, the Phantom Stock Units are classified as liabilities in accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheet. As of December 31, 2022, no Phantom Stock Unit had vested and performance targets are not probable of being met, therefore no expense has been recognized for these awards.

Other Related Party Transactions and Arrangements

SPAR Business Services, Inc. ("SBS"), and SPAR InfoTech, Inc. ("Infotech"), are related parties and affiliates of SGRP, but are not under the control or part of the consolidated Company. SBS is an affiliate and related party because it is owned by SBS LLC, which in turn is beneficially owned by Robert G. Brown, Director and significant shareholder of SGRP. Infotech is an affiliate and related party because it is owned principally by Robert G. Brown. SPAR Administrative Services, Inc. ("SAS"), is a related party and affiliate of SGRP, but is not under the control or part of the consolidated Company. SAS is an affiliate and related party because it is beneficially owned by William H Bartels (a Director and significant stockholder of SGRP) and family members of Robert G. Brown. See Change of Controls, Voting and Restricted Stock Agreement, above.

In July 1999 SMF, SBS and Infotech entered into a perpetual software ownership agreement providing that each party independently owned an undivided share of and has the right to unilaterally license and exploit certain portions of the Company's proprietary scheduling, tracking, coordination, reporting and expense software are co-owned with SBS and Infotech and each entered into a non-exclusive royalty-free license from the Company to use certain "SPAR" trademarks in the United States. SAS uses the "SPAR name through the SBS License.

Note 11 - Share Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Text Block]

11. Share Based Compensation

Inducement Stock Award Summary

On August 2, 2021, as an inducement to Ron Lutz to become the Corporation's Chief Global Commercial Officer, the Corporation granted to Mr. Lutz's RSU Awards issued and effective on that date having a fair market value of $50,000 (representing 26,882 SGRP Shares at $1.86 per share) as of that date and vesting in one (1) year. On August 2, 2022, those RSUs automatically vested and converted and became payable either, at the option of SGRP, in cash or SGRP's Common Stock issued directly from SGRP. On September 30, 2022, SGRP elected to issue Common Stock in a letter to Mr. Lutz, giving rise to Mr. Lutz's right to receive such Common Stock.

On August 2, 2021, as an inducement to William Linnane to become the Corporation's Chief Strategy and Growth Officer, the Corporation granted to Mr. Linnane RSU Awards issued and effective on that date having a fair market value of $50,000 (representing 26,882 SGRP Shares at $1.86 per share) as of that date and vesting in one (1) year. On August 2, 2022, those RSUs automatically vested and converted and became payable either, at the option of SGRP, in cash or SGRP's Common Stock issued directly from SGRP. On September 30, 2022, SGRP elected to issue Common Stock in a letter to Mr. Linnane, giving rise to Mr. Linnane 's right to receive such Common Stock.

On February 22, 2021, Michael R. Matacunas received the following inducement awards approved by SGRP's (the Issuer) Board of Directors for:

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, the date the options were issued). Subject to certain conditions (including Mr. Matacunas' continued employment by the Issuer at such time), the options were scheduled to automatically vest in one year. On February 22, 2022, the options automatically vested and became exercisable at the option of the Reporting Person, which requires notice and payment of $1.90 per share to SGRP to effect such exercise. The options automatically expire on February 22, 2031.

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 (the RSU issuance date). On February 22, 2022, those RSUs automatically vested and converted and became payable either, at the option of SGRP, in cash or SGRP's Common Stock issued directly from SGRP. On September 30, 2022, SGRP elected to issue Common Stock in a letter to Mr. Matacunas, giving rise to Mr. Matacunas' right to receive such Common Stock but no exercise price or other payment for such shares was required.

RSUs for $100,000 of shares of SGRP's Common Stock issuable on May 15 of each year he remains employed by SGRP, commencing in 2022. On May 15, 2022, Mr. Matacunas automatically received from SGRP for RSUs for 89,286 shares of the SGRP's Common Stock based on the market price of $1.12 per share on May 13, 2022 (the last trading day preceding the RSU issuance date). Subject to certain conditions (including Mr. Matacunas' continued employment by the Issuer at such time), those RSUs (and each of the anniversary issuances) are scheduled to automatically vest one year after their May 15 issuance and convert and become payable either (at the option of SGRP) in cash or Common Stock issued directly from the Issuer, but no exercise price or other payment for such shares is required.

On August 31, 2020, as an inducement to Fay DeVriese to become the Corporation's Chief Financial Officer, Treasurer and Secretary, the Corporation granted to Ms. DeVriese an Award consisting of nonqualified options to acquire 200,000 SGRP shares at $0.85 per share, vesting twenty-five percent (25%) of the total number of shares of Common Stock subject hereto on August 31, 2021, and the balance of the Option shall thereafter were to have vested and become exercisable in a series of three (3) successive equal annual installments upon the Optionee's completion of each additional year of employment over the three-year period following August 31, 2021. An additional twenty-five percent (25%) of the total number of shares of Common Stock subject to such option vested on August 31, 2022. The remaining unvested balance of the fifty percent (50%) of shares subject to such options expired when Ms. DeVriese left employment with the Company on February 27, 2023. None of Ms. DeVriese's vested options have been exercised.

2021 Plan

On June 4, 2021, the Board and the Board's Compensation Committee (the "Compensation Committee") approved the revised proposed 2021 Stock Compensation Plan of SPAR Group, Inc. (the "2021 Plan") for submission, approval and ratification by the Corporation's stockholders at their Annual Meeting on August 12, 2021. At that meeting, the 2021 Plan was ratified and approved by the Corporation's stockholders and became effective immediately on August 12, 2021 (the "2021 Plan Effective Date"), through May 31, 2022 (the "2021 Plan Period"). The 2021 Plan terminated on May 31, 2022.

The 2021 Plan provides for the issuance of Awards for NQSOs and RSUs (as defined below) respecting shares of SGRP's Common Stock ("SGRP Shares") covering up to a total of 400,000 SGRP Shares ("Maximum Award") under the 2021 Plan ("New Awards") to, in or otherwise respecting SGRP Shares ("New Award Shares") so long as the New Award Shares covered by each proposed New Award or group of New Awards in the aggregate (NQSOs plus RSUs) do not at the time of the proposed issuance exceed the Maximum Award and the RSU component does not exceed 150,000 New Award Shares.

No Option Awards were granted in 2022 or 2021 under the 2021 Plan

As of December 31, 2021, RSU Awards covering 58,011 SGRP Shares had been granted under the 2021 Plan, and no RSU Awards were granted in 2022 under the 2021 Plan. RSU Awards covering 14,502. SGRP Shares granted under the 2021 Plan vested during 2022, which the Corporation elected to satisfy through the issuance of SGRP Shares, and RSU Awards covering 29,004 SGRP Shares granted under the 2021 Plan remained unvested at December 31, 2022.

Option Awards under the 2021 Plan expire on the fifth anniversary of grant or sooner as provided in the 2021 Plan, whether or not vested. Once vested under the 2021 Plan, RSU Awards do not expire. Under the 2021 Plan: (i) each stock option Award must vest over a four-year period following the date of grant in four (4) equal amounts annually starting on the first anniversary of the grant date; (ii) any RSU Award granted to an employee shall vest over a three-year period following the date of grant annually in three (3) equal amounts starting on the first anniversary of the RSU grant date; and (iii) any RSU Award granted to a Director shall vest over a one-year period following the date of grant in four (4) equal amounts quarterly with one (1) installment vesting at the end of each three-month period following the date of the RSU grant date.

2020 Plan

The Board authorized and approved the revised proposed 2020 stock compensation plan of SGRP (the "2020 Plan"), which was submitted to and approved by SGRP's stockholders at the Special Meeting of SGRP's stockholders on January 19, 2021 (the "2020 Plan Effective Date"). The 2020 Plan became effective immediately upon such approval.

The 2020 Plan: (a) has a four-month term from the 2020 Plan Effective Date (as defined below) through May 1, 2021 (the "2020 Plan Period"); and (b) provides for the issuance of "non-qualified" option awards to purchase shares of SGRP's Common Stock ("SGRP Shares") aggregating: (i) 550,000 SGRP Shares; plus (ii) 50,000 SGRP Shares for each of up to the first three (3) additional new Directors during the period December 1, 2020, to April 30, 2021 (for a possible total of 700,000 SGRP Shares) available for future Awards during the 2020 Plan Period as outlined below (the "20-21 Maximum") under 2020 Plan. Since one (1) new director joined the Board on the 2020 Plan Effective Date, 600,000 SGRP Shares were available for Awards on the 2020 Plan Effective Date.

The 2020 Plan required the Corporation to issue as of the plan effective date new awards for options to purchase: (i) an aggregate of 125,000 SGRP Shares to 19 employees (other than the Named Executive Officers) in individual amounts designated by the Board; (ii) 10,000 SGRP Shares to each of Panagiotis N. Lazaretos, Igor Novgorodtsev, Robert G. Brown and Arthur H. Baer (each a director); and (iii) 50,000 SGRP Shares to each member of the Board of Directors on the Effective Date of the Plan. Those options were granted by the Board on February 4, 2021. The 2020 Plan was terminated on May 1, 2021, and no further options were granted under it.

2008 Plan Summary

2008 Plan Stock option award activity for the years ended December 31, 2022 and 2021 is summarized below for the periods presented:

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 and 2021, respectively. The recognized tax benefit on stock-based compensation expense related to stock options during the years ended December 31, 2022 and 2021, was approximately $0 and $3,000, respectively.

As of December 31, 2022, total unrecognized stock-based compensation expense related to stock options was $0.

2018 Plan Summary

2018 Plan Stock option award activity for the years ended December 31, 2022 and 2021 are summarized below:

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 under the 2018 Plan. The total intrinsic value of stock options awards exercised during the year ended December 31, 2022 and 2021 was $8,000 and $235,000, respectively.

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 and 2021, respectively. The recognized tax benefit on stock-based compensation expense related to stock options during the years ended December 31, 2022 and 2021 was approximately $2,000 and $6,000, respectively.

As of December 31, 2022, there was no unrecognized stock-based compensation expense related to stock options granted under the 2018 Plan.

2020 Plan Summary

Following are the specific valuation assumptions used for options granted in 2021 for the 2020 Plan:

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 Plan Stock option award activity for the years ended December 31, 2022 and 2021 are summarized below:

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 stock options were granted in 2022 under the 2020 Plan. The total intrinsic value of stock option awards exercised during the years ended December 31, 2022 and 2021 was $0.

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 and 2021, respectively. The recognized tax benefit on stock-based compensation expense related to stock options during the years ended December 31, 2022 and 2021 was approximately $15,000 and $16,000, respectively.

As of December 31, 2022, total unrecognized stock-based compensation expense related to stock options was $121,000. This expense is expected to be recognized over a weighted average period of approximately 2.1 years.

CFO Inducement Plan Summary

CFO Inducement Plan Stock option award activity for the years ended December 31, 2022 and 2021 are summarized below:

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 stock options were granted in 2022 under the CFO Inducement Plan. The total intrinsic value of stock option awards exercised during the years ended December 31, 2022 and 2021 was $45,000 and $37,000.

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 and 2021, respectively. The recognized tax benefit on stock-based compensation expense related to stock options during the years ended December 31, 2022 and 2021, was approximately $5,000 and $5,000, respectively.

As of December 31, 2022, total unrecognized stock-based compensation expense related to stock options was $32,000. This expense is expected to be recognized over a weighted average period of approximately 1.7 years.

CEO Inducement Plan Summary

Following are the specific valuation assumptions used for options granted in 2021 for the CEO Plan:

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 and 2021 are summarized below:

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 under the CEO Inducement Plan. The total intrinsic value of stock option awards exercised during the years ended December 31, 2022 and 2021 was $0.

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 and 2021, respectively. The recognized tax benefit on stock-based compensation expense related to stock options during the years ended December 31, 2022 and 2021, was $21,000 and $126,000, respectively.

As of December 31, 2022, there was no unrecognized share-based compensation expense related to stock options granted under the CEO Inducement Plan.

The following table summarizes the activity for Restricted Stock Unit (RSU) awards during the years ended December 31, 2022 and 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 and 2021, the Company recognized approximately $101,000 and $87,000, respectively, of stock-based compensation expense related to RSUs. The recognized tax benefit on stock-based compensation expense related to RSUs during the years ended December 31, 2022 and 2021 was approximately $25,000 and $21,000, respectively.

During the years ended December 31, 2022 and 2021, the total fair value of RSUs vested was $120,000 and $0 respectively.

As of December 31, 2022, total unrecognized stock-based compensation expense related to unvested RSUs awards was $56,000. This expense is expected to be recognized over a weighted average period of approximately 1.6 years.

Share-Based Compensation Expense

Share-based compensation expense for the years ended December 31, 2022 and 2021 was $346,000 and $711,000, respectively.

Note 12 - Segment Information

12 Months Ended

Dec. 31, 2022

Segment Reporting Disclosure [Text Block]

12. Segment Information

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 impact to the existing accounting policies and are the same as those described in Note 2. Management evaluates performance as follows (in thousands):

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 or 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 (in thousands)

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

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 13 - Earnings Per Share

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Text Block]

13. Earnings Per Share

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 because including them would have had an anti-dilutive effect.

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 because including them would have had an anti-dilutive effect.

Note 14 - Leases

12 Months Ended

Dec. 31, 2022

Lessee, Operating Leases [Text Block]

14. 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):

		*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) 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.

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 (in thousands):

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

12 Months Ended

Dec. 31, 2022

Subsequent Events [Text Block]

15. Subsequent Events

Appointment of Chief Financial Officer ("CFO") of SPAR

On February 22, 2022, SPAR Group, Inc. issued a Press Release (the "Release") announcing the appointment of Mr. Antonio Calisto Pato on February 27, 2023, as the Corporation's new Chief Financial Officer (the "CFO").  Mr. Calisto Pato commenced his role on February 27, 2023. In this role, Mr. Calisto Pato is responsible for Finance, Treasury and Accounting. As CFO, Mr. Calisto Pato is both an Executive and an Officer; who reports directly to Mr. Matacunas, President and CEO of the Corporation.

North Mill Credit Modification

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 million and increase the Canada Revolving Credit Facility to CDN$2 million. In addition, the Sixth Modification Agreement increased the cap on unbilled accounts in the borrowing base for SMF to $7 million from $6.5 million.

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"), which amends, restates, supersedes and replaces the prior US dollar note. To evidence the increase in the Canadian Revolving Credit Facility, SCC executed and delivered to NM a CDN$2 million Fourth Amended and Restated Revolving Credit Master Promissory Note (the "Restated Canadian Note"), which amends, restates, supersedes and replaces the prior CDN$ note.

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, $140,000 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 million of loan balance in excess of $21 million, and (ii) for the year commencing on October 10, 2023, $168,000 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 million of loan balance in excess of $21 million. For the Sixth Modification Agreement, the NM Borrowers paid NM a fee of $28,000.

As of January 31, 2023, the aggregate interest rate was 8.45% per annum and the aggregate outstanding loan balance was $13.5 million. 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 is $12,967,000; and (ii) the outstanding loan balance under the Canada Revolving Credit Facility is CAD $752,000 (when divided by the applicable foreign exchange rate of 1.3413, equaled approximately $561,000) for a total US and Canadian loan balance on that date of approximately $13.5 million. Outstanding amounts are classified as short-term debt.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

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, the Company historically operated within two reportable segments: (i) the domestic division, which was comprised of the business in the United States, and (ii) the international division, which was comprised of all countries outside United States.

Effective January 1, 2022 to better leverage the regional footprint to align with global growth strategy, the Company realigned its reportable segments from two segments to three regional segments as follows: Americas which is comprised of United States, Canada, Brazil and Mexico; Asia-Pacific ("APAC”) which is comprised of Japan, China, India and Australia; and Europe, Middle East and Africa ("EMEA”) which is comprised of South Africa. Certain corporate expenses have been allocated to segments based on each segment’s revenue as a percent of total company revenue.

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%-owned joint ventures to determine whether the Company has a variable interest in these entities, and if so, whether the Company is the primary beneficiary of the relationship. US GAAP requires variable interest entities ("VIEs”) to be consolidated if an entity’s interest in the VIE is a controlling financial interest. Under the variable model, a controlling financial interest is determined based on which entity, if any, has (i) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and (ii) the obligations to absorb losses that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

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 change as a result of such reassessments. Changes in consolidation status are applied prospectively in accordance with US GAAP.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash Equivalents

The Company considers all short-term, highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value.

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 believe it is exposed to significant credit risk and the Company has not experienced any losses related to its cash and cash equivalents balances. No customer accounted for more than 10% of the Company’s net revenue for the years ended December 31, 2022 and December 31, 2021. No customer accounted for more than 10% of the Company’s accounts receivable, net as of December 31, 2022 and 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 exist, revenues are deferred until all criteria for an enforceable contract are met.

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 year or less and over 90% of the Company’s contracts are completed in less than 30 days.

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 billed and are included as accounts receivable.

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, and 2021, respectively. Bad debt expense was $1.3 million and $.1 million for the years ended December 31, 2022 and 2021, respectively.

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 year. The ROU asset is measured as the sum of (1) the present value of all remaining fixed and in-substance fixed payments using the rate implicit in the lease whenever that is readily determinable or the Company’s incremental borrowing rate, (2) any lease payments made at or before the commencement date (less any lease incentives received) and (3) any initial direct costs incurred. The lease liability is measured similarly to the ROU asset, but excludes any payments made before the commencement date and initial direct costs incurred. Lease terms include options to extend or terminate the lease if it is reasonably certain the Company will exercise these options.

Expense for operating leases and leases with a term of one year or less is recognized on a straight-line basis over the term of the lease, unless another systematic and rational basis is more representative of the derivation of benefit from use of the leased property. Variable lease payments are recognized in the period in which the related obligation is incurred and consist primarily of payments for insurance and property taxes. Operating lease expense and variable lease payments are recorded in selling, general and administrative expense in the consolidated statements of operations and comprehensive income (loss).

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 to seven years for equipment, three to seven years for furniture and fixtures, and three to five years for capitalized software costs. Leasehold improvements are depreciated over the shorter of their estimated useful lives or the related lease terms, which range from three to fifteen years. Maintenance and minor repairs are expensed as incurred.

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 limited to: the cost to purchase software, the cost to write program code, and payroll and related benefits for those employees who are directly involved with and who devote time to the Company’s software development projects. Capitalization of such costs begins during the application development stage once the preliminary project stage is complete, management authorizes and commits to funding the project, and it is probable that the project will be completed and that the software will be used to perform the function intended. Capitalization ceases when the project is substantially complete and ready for its intended purpose. Costs incurred during preliminary project and post-implementation stages, as well as software maintenance and training costs, are expensed in the period in which they are incurred.

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 be recoverable. When indicators of potential impairment exist, the Company assesses the recoverability of the assets by estimating whether the Company will recover its carrying value through the undiscounted future cash flows generated by the use of the asset and its eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the asset, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset. If any assumptions, projections or estimates regarding any asset change in the future, the Company may have to record an impairment to reduce the net book value of such individual asset.

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 be recoverable, the Company assesses the recoverability of the carrying value by preparing estimates of sales volume and the resulting profit and cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, the Company recognizes an impairment loss. The impairment loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the fair value.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

Goodwill may result from business acquisitions. Goodwill is assigned to reporting units based on the expected benefit from the synergies arising from each business combination, determined by using certain financial metrics, including the forecast discounted cash flows associated with each reporting unit. The goodwill acquired in a business combination is allocated to the appropriate reporting unit as of the acquisition date.

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^steach year. The impairment tests require the Company to first assess qualitative factors to determine whether it is necessary to perform a quantitative goodwill impairment test. The Company is not required to calculate the fair value of a reporting unit unless it determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. If it is determined that it is more likely than not, or if the Company elects not to perform a qualitative assessment, the Company proceeds with the quantitative assessment. Under the quantitative test, if the fair value of a reporting unit exceeds its carrying amount, then goodwill of the reporting unit is considered to not be impaired. If the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess, up to the value of the goodwill.

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 result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. In addition, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary will be initially measured at fair value and the difference between the carrying value and fair value of the retained interest will be recorded as a gain or loss. Because these transactions take place between entities under common control, any gains or losses attributable to these transactions are required to be included within additional paid-in-capital on the consolidated balance sheets.

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 were $19,549 and $9,298 during the years ended December 31, 2022 and 2021, respectively.

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-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:

●

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

●

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

●

Level 3 – Prices or valuation techniques where little or no market data is available that requires inputs significant to the fair value measurement and unobservable.

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) as of December 31, 2022 and 2021. The carrying value of the Company’s long-term debt with variable interest rates approximates fair value based on instruments with similar terms (Level 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 be realized.

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-step process. The first step involves evaluating the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step involves estimating and measuring the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company has to determine the probability of various possible outcomes. The Company’s evaluation of uncertain tax positions is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU No. 2019-12”), which simplifies the accounting for income taxes by removing a variety of exceptions within the framework of ASC 740. The Company adopted ASU No. 2019-12 on January 1, 2021, and the amendments applicable to the Company were applied prospectively. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or disclosures for the year ended December 31, 2021.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU No. 2016-13”), which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company beginning January 1, 2023, and interim periods therein. Early adoption is permitted. The Company will adopt this new standard in the first quarter of 2023 and does not believe it will have a material effect on its consolidated financial statements and related disclosures.

Note 3 - Supplemental Balance Sheet Information (in Thousands) (Tables)

12 Months Ended

Dec. 31, 2022

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

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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Note 4 - Debt (Tables)

12 Months Ended

Dec. 31, 2022

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)

12 Months Ended

Dec. 31, 2022

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 Transactions (Tables)

12 Months Ended

Dec. 31, 2022

	*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 Compensation (Tables)

12 Months Ended

Dec. 31, 2022

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-

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

Granted

–

Exercised

50,000

0.85

–

Forfeited or expired

–

Outstanding at December 31, 2022

100,000

0.85

7.67

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

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]

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]

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 (Tables)

12 Months Ended

Dec. 31, 2022

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 (Tables)

12 Months Ended

Dec. 31, 2022

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)

12 Months Ended

Dec. 31, 2022

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 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 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			51.00%
Mexico Business Member]
Business Acquisition, Percentage of Voting Interests Acquired				51.00%
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 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 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 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

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

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 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 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) $ 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				4.00%	4.00%	4.00%	4.00%
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	80.00%	70.00%
Debt Instrument, Covenant, Unbilled Cap	$ 6,500	$ 5,500														$ 4,500
Borrowing Base Availability for Billed Receivables, Percentage	90.00%	85.00%
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			70.00%
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																				80.00%
Line of Credit Facility, Interest Rate at Period End				10.60%	10.60%	10.60%	10.60%

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	0.00%	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	0.00%	3.71%
Balance	$ 0	$ 157
Industrial Bank [Member]
Interest Rate	4.00%	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 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 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	21.00%	21.00%
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	21.00%
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 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 - 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	21.00%	21.00%
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%	0.00%
Return to provision adjustment	$ (223)	$ 0
Return to provision adjustment, rate	(4.50%)	0.00%
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%	0.00%
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 - 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 - 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 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 Textual) - USD ($)	12 Months Ended
Note 7 - Common Stock (Details Textual) - USD ($)	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 (Details Textual)		12 Months Ended
Note 8 - Preferred Stock (Details Textual)	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 (Details Textual) - USD ($)	12 Months Ended
Note 9 - Retirement Plans (Details Textual) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan, Plan Assets, Contributions by Employer	$ 100,000	$ 72,000

Amount of contribution received by defined benefit plan from employer which increases plan assets.

+ References + Details

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				51.00%
Sparfacts [Member]
Noncontrolling Interest, Ownership Percentage by Parent				51.00%
NMS [Member] \| Minimum [Member]
Percent of Reimbursement				4.00%
NMS [Member] \| Maximum [Member]
Percent of Reimbursement				10.00%
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 Transactions - Transactions Between the Company and Affiliates (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

$ 9,878

$ 8,689

Loans Due to Affiliates [Member] | Local Investors in China [Member]

^[1]

2,964

3,270

Loans Due to Affiliates [Member] | Local Investors in Mexico [Member]

^[1]

1,382

Loans Due to Affiliates [Member] | Local Investors in Australia [Member]

^[1]

623

Loans Due to Affiliates [Member] | Local Investors Related to Resource Plus [Member]

^[1]

693

597

Loans Due from Affiliates [Member] | Local Investors in China [Member]

^[1]

266

^[1]

1,784

NSRS [Member]

National Remodel and Setup Services [Member]

^[2]

3,799

Consulting and Administrative Services (CON) [Member]

^[2]

8,565

3,484

Office lease expenses (Mr. Burdekin) [Member]

^[3]

477

567

Office And Vehicle Rental MHT [Member]

^[3]

248

Consulting and administrative fees (SPARFACTS) [Member]

^[3]

115

^[3]

431

325

Other [Member]

^[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 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						25.00%
Chief Financial Officer [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	25.00%
Chief Financial Officer [Member] \| Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage							50.00%
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 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	$ 60,000.00
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 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	0.00%
Expected term (in years) (Year)	5 years
Risk free interest rate	1.00%
Expected forfeiture rate	4.00%

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	0.00%
Expected term (in years) (Year)	1 year
Risk free interest rate	0.76%
Expected forfeiture rate	6.00%

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 (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

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
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-Paragraph 1
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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 - 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

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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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	100.00%	100.00%
UNITED STATES
Net revenues	$ 112,327	$ 100,326
UNITED STATES \| Geographic Concentration Risk [Member] \| Revenue Benchmark [Member]
Percent of consolidated net revenue	43.00%	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	14.00%	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 - 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 (Details Textual) - shares	12 Months Ended
Note 13 - Earnings Per Share (Details Textual) - shares	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 - 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)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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