Income Taxes

Beginning in

2018,

the Tax Cuts and Jobs Act (the "

Act

") included

two

new U.S. corporate tax provisions, the global intangible low-taxed income (“

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 resulting in a financial statement impact of approximately

$350,000

and

$400,000

for the year ended

December 31, 2020

and

December 31, 2019

respectively. The Company is below the

three

-year average gross receipts threshold for BEAT to apply.

Income before income taxes is summarized as follows (in thousands):

	Year Ended December 31,
	2020		2019
Domestic	$	1,218	$	2,207
Foreign		8,056		7,204
Total:	$	9,274	$	9,411

The income tax expense (benefit) is summarized as follows (in thousands):

	Year Ended December 31,
	2020			2019
Current:
Federal	$	474		$	357
Foreign		(219	)		2,397
State		35			139

Deferred:
Federal		(81	)		691
Foreign		(7	)		(138	)
State		110			132
Net expense	$	312		$	3,578

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,
	2020			Rate			2019			Rate
Provision for income taxes at federal statutory rate	$	1,947			21.0	%	$	1,976			21.0	%
State income taxes, net of federal benefit		144			1.6	%		214			2.3	%
Permanent differences		56			0.6	%		251			2.6	%
Foreign tax rate differential		112			1.2	%		717			7.6	%
GILTI tax		344			3.7	%		527			5.6	%
2018 and 2019 impact of high tax exception		(545	)		-5.9	%		–			0.0	%
Brazil deferred tax allowance release		(2,158	)		-23.3	%		–			0.0	%
Other		412			-4.4	%		(107	)		-1.1	%
Net expense	$	312			3.3	%	$	3,578			38.0	%

Deferred taxes consist of the following (in thousands):	December 31,
	2020			2019
Deferred tax assets:
Net operating loss carry forwards	$	1,158		$	2,875
Federal Research and Development Credit		240			240
Deferred revenue		–			43
Accrued payroll		–			88
Payroll taxes payable		328			–
Outside basis in domestic partnership		92			–
Allowance for doubtful accounts and other receivable		77			18
Share-based compensation expense		434			524
Foreign subsidiaries		2,978			932
Depreciation		16			573
Right to use assets		3,049			1,730
Other		315			485
Valuation allowance		(397	)		(2,511	)
Total deferred tax assets		8,290			4,997

Deferred tax liabilities:
Goodwill & Intangible assets of subsidiaries		558			879
Capitalized software development costs		482			505
Right To Use Liabilities		3,049			1,730
Total deferred tax liabilities		4,089			3,114
Net deferred taxes	$	4,201		$	1,883

As part of the Company's review of the annual financial statements and relating notes, it was determined that the Company's

2019

tax footnote presentation was incorrect as both the tax effected net operating loss carry forward deferred tax asset and corresponding valuation allowance were understated by

$2.2

million, due to the existence of

$10.5

million of NOL carryforwards in Brazil as of

December 31, 2019.

There was

net impact to the net deferred tax asset and tax expense as the increase in the net operating loss carryforward was offset completely by a corresponding adjustment to the Company's overall valuation allowance. For comparative purposes, the Company's prior year income tax footnote has been revised to reflect the adjustment to the net operating loss carryforwards and valuation allowance.

As of

December 31, 2020,

the Company's deferred tax assets were primarily the result of U.S. NOL, Brazil NOL and temporary differences. The Company has Federal and State NOL carryforwards of

$5.44

million which if unused will expire in years

2026

through

2032,

except for approximately

$1.58

million that has

expiration. For the year ended

December 31, 2020,

the Company recorded a net valuation allowance release of

$2.1

million (comprising a full-year valuation release related to the Brazil operations), on the basis of management's reassessment of the amount of its deferred tax assets that are more likely than

not

to be realized. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of

December 31, 2020,

in part because in the current year the Company achieved

three

years of cumulative pretax income in the Brazil federal tax jurisdiction, management determined that there is sufficient positive evidence to conclude that it is more likely than

not

that additional deferred taxes of

$15.4

million are realizable. It therefore reduced the valuation allowance accordingly.

Approximately

$300,000

of the NOLs were incurred prior to the acquisition of PIA Merchandising Services, Inc. in

1999.

The acquisition resulted in a change of ownership under Internal Revenue Code ("

IRC

") section

382

and placed a limit on the amount of pre-acquisition NOLs that

may

be used each year to reduce taxable income. This NOL of approximately

$300,000

was unused in

2018

and was written off, resulting in an

$84,000

tax expense.

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. For the U.S. based net deferred tax assets, which are approximately

$1.2

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. It is reasonably possible that this belief could change in the near term requiring the establishment of a valuation allowance which could significantly impact our operating results.

A reconciliation of the beginning and ending amount of uncertain tax position reserves is as follows (in thousands):

	Year Ended December 31,
	2020		2019
Beginning balance	$	8	$	101
Current year provision		5		-
Removal for tax provisions of prior years		-		(93	)
Ending balance	$	13	$	8

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.

Details of the Company's tax reserves at

December 31, 2020

, are outlined in the table below (in thousands):

	Taxes		Interest		Penalty		Total Tax Liability
Domestic
State	$	13	$	6	$	1	$	20
Federal		–		–		–		–
International		–		–		–		–
Total reserve	$	13	$	6	$	1	$	20

In management's view, the Company's tax reserves at

December 31, 2020

and

2019

, 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

2014

through the present. 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.

March 27, 2020,

President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act ("

CARES Act

"). Intended to provide economic relief to those impacted by the COVID-

pandemic, the CARES Act includes provisions, among others, addressing the carryback of net operating losses for specific periods, temporary modifications to the limitations placed on the tax deductibility of net interest expenses, and technical amendments for qualified improvement property. Additionally, the CARES Act, in efforts to enhance business' liquidity, provides for the deferral of the employer-paid portion of social security taxes. As of

December 31, 2020,

the Company has elected to defer the employer-paid portion of social security taxes of

$1.3

million, which is included in "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets.