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Note 13 - Purchase of Interests in Subsidiaries | 12 Months Ended
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Dec. 31, 2019
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | 13. Purchase of Interests in Subsidiaries Resource Plus Acquisition On January 9, 2018, the Company completed its acquisition of a 51% interest (the "Acquisition") in RPI, a supplier of professional fixture installation and product merchandising services; and a 51% interest in both of its sister companies, Mobex of North Florida, Inc. ("Mobex"), a proprietary retail fixture mobilization system manufacturer, and Leasex, LLC ("Leasex"), a company formed to lease Mobex's proprietary equipment. RPI owns a 70% interest in BDA Resource, LLC, a Florida limited liability company ("BDA"), and RPI, Leasex, Mobex and BDA may be referred to individually and collectively as "Resource Plus". SGRP's subsidiary, SMF, purchased those equity interests in Resource Plus from Joseph L. Paulk and Richard Justus pursuant to separate Stock Purchase Agreements each dated as of October 13, 2017 ( each a "SPA"), which were subject to due diligence and completion of definitive documents. The base purchase prices under the SPAs for those Resource Plus equity interests were $3,000,000 for Mr. Paulk and $150,000 for Mr. Justus, subject to adjustment and potential bonuses as provided in their respective SPAs. At the closing on January 9, 2018, Mr. Paulk received the base purchase price in $400,000 cash and a Promissory Note for $2,600,000; and Mr. Justus received the base purchase price in $50,000 cash and a Promissory Note for $100,000. Those notes were issued by SMF, guaranteed by SGRP pursuant to separate Guaranties, and secured by SMF pursuant to separate Securities Pledge and Escrow Agreements to the sellers of the respective acquired equity interests, with each of those documents dated and effective as of January 1, 2018. Mr. Paulk's note is repayable in installments of $300,000, plus interest at 1.85% per annum, per year on December 31 of each year (commencing in 2018, which payment was made in 2018 ), with the balance due on December 31, 2023; and Mr. Justus's note on December 31 of each such year (commencing in 2018, which payment was also made in 2018 ) is repayable in installments of $33,333 per year, plus interest at 1.85% per annum, on December 31 of each year, with the balance of $33,334 due on December 31, 2020. In connection with that closing, Mr. Paulk retired, while Mr. Justus continued as President of Resource Plus and received an Executive Officer Employment Terms and Severance Agreement with RPI ("ETSA"), with a base salary of $200,000 per year (plus an incentive bonus). This acquisition was accounted for using the purchase method of accounting with the purchase price allocated to the assets purchased and liabilities assumed based upon their estimated fair values at the date of acquisition. A summary of purchase price consideration to be allocated by SGRP in the acquisition of RPI is provided below:
Cash consideration |  | $ | 456 |
Notes payable |  |  | 2,300 |
Total consideration paid |  | $ | 2,756 |
The estimated assets acquired and liabilities assumed by SGRP are provided below:
Cash and cash equivalents |  | $ | 1,223 |
Accounts receivable |  |  | 2,699 |
Accounts payable |  |  | (255 | )
Property and equipment |  |  | 155 |
Prepaid assets |  |  | 86 |
Marketable securities |  |  | 20 |
Other assets |  |  | 50 |
Accrued expenses |  |  | (1,389 | )
Deferred tax liability |  |  | (572 | )
Revolving line of credit |  |  | (865 | )
Other intangible assets |  |  | 2,290 |
Residual goodwill |  |  | 1,962 |
Estimated fair value of assets acquired |  |  | 5,404 |
Non-controlling interest |  |  | (2,648 | )
Consideration paid for acquisition |  | $ | 2,756 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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