Related Party Transactions Disclosure [Text Block] | 10. SGRP's policy respecting approval of transactions with related persons, promoters and control persons is contained in the SPAR Group Code of Ethical Conduct for its Directors, Senior Executives and Employees Amended and Restated (as of) August 13, 2015 may IV.11 I.2(l) SGRP's Audit Committee has the specific duty and responsibility to review and approve the overall fairness of all material related-party transactions. The Audit Committee receives affiliate contracts and amendments thereto for its review and approval (to the extent approval is given), and these contracts are periodically (often annually) again reviewed, in accordance with the Audit Committee Charter, the Ethics Code, the rules of the Nasdaq Stock Market, Inc. ("Nasdaq"), and other applicable law to ensure that the overall economic and other terms will be (or continue to be) no less favorable to the Company than would be the case in an arms-length contract with an unrelated provider of similar services (i.e., its overall fairness to the Company including pricing and the ability to provide services at comparable performance levels). The Audit Committee periodically reviews all related party relationships and transactions described below. In addition, in order to (among other things) assist the Board and the Audit Committee in connection with an overall review of the Company’s related party transactions and certain worker classification-related litigation matters, in April 2017 10 Domestic Related Party Services 6 Commitments and Contingencies – Legal Matters Domestic Related Party Services: SPAR Business Services, Inc. ("SBS"), SPAR Administrative Services, Inc. ("SAS"), and SPAR InfoTech, Inc. ("SIT"), are affiliates of SGRP but are not under the control or part of the consolidated Company. Mr. Robert G. Brown, a Director, Chairman and a major stockholder of SGRP, and Mr. William H. Bartels, a Director, Vice Chairman and a major stockholder of SGRP, are the sole stockholders of SBS. Mr. Brown is the sole stockholder of SIT. Mr. Brown is a director and officer of SBS and SIT. Mr. Bartels is a director and officer of SAS. The stockholders of SAS were Mr. Bartels and previously Mr. Brown, and as of January 1, 2015, related to Mr. Brown, each of whom is considered an affiliate of the Company for related party purposes because of their family relationships with Mr. Brown. The Company executes the services it provides to its domestic clients through independent field merchandising, auditing, assembly and other field personnel (each a "Field Specialist"), substantially all of whom are provided by SBS, and administers those services through local and regional administrators, substantially all of whom are provided by SAS. The Company paid $22.7 $21.1 December 31, 2016 2015, 7,000 79% 82% December 31, 2016 2015, $4.3 $4.5 December 31, 2016 2015, 56 92% twelve December 31, 2016 2015). $27.0 $25.6 December 31, 2016 2015, The terms of the Amended and Restated Field Service Agreement with SBS dated as of January 1, 2004, 2011, January 1, 2004 November 30, 2014. 2016. The Company and SBS have agreed in principle to a revised Cost Plus Fee arrangement equal to 2.96% December 1, 2014. No SBS compensation to any officer, director or other related party has been reimbursed or approved to date by the Company, and no such compensation reimbursements were made or approved under SBS's Prior Agreement. This is not a restriction on SBS since SBS is not controlled by the Company and may July 2015, The Company has determined that the rates charged by SBS for the services of its field merchandising, auditing, assembly and other field personnel (each a "Field Specialist") are favorable to the Company when compared to other possible non-affiliate providers. SBS has advised the Company that those favorable rates are dependent (at least in part) on SBS's ability to continue to use independent contractors as its Field Specialists, that such Field Specialists generally provide greater flexibility and performance quality at lower total costs as a result of their business independence and initiative, and that it has an agreement with each Field Specialist clearly confirming his, her, or its status as an independent contractor. The appropriateness of SBS's treatment of its Field Specialists as independent contractors has been periodically subject to legal challenge (both currently and historically) by various states and others, SBS's expenses of defending those challenges and other proceedings have historically been reimbursed by the Company under SBS's Prior Agreement, and SBS's expenses of defending those challenges and other proceedings were reimbursed by the Company in 2016 2015 (in the amounts of $736,000 $573,000, Current material and potentially material proceedings against SBS and, in one 6 Commitments and Contingencies – Legal Matters, Any prolonged continuation of or material increase in the legal defense costs of SBS (and thus the reimbursable expenses SBS may may third On June 14, 2016, December 1, 2014, 4% 2% June 1, 2016. SGRP's Audit Committee has approved the SAS Agreement pursuant to its specific duty and responsibility to review and approve the overall fairness of all material related-party transactions, as more fully provided above in this Note 10 No unbudgeted SAS compensation to any officer, director or other related party has been reimbursed or approved to date by the Company, and no such compensation reimbursements were made or approved under SAS's Prior Agreement. This is not a restriction on SAS since SAS is not controlled by the Company and may National Merchandising Services, LLC ("NMS"), is a consolidated domestic subsidiary of the Company and is owned jointly by SGRP through its indirect ownership of 51% 49% Burdekin, Mr. Burdekin's wife, is the sole stockholder and a director of NMA and a director of NMS. NRS and NMA are affiliates of the Company but are not consolidated with the Company. NRS provided a substantial amount of the domestic merchandising specialist field force used by NMS during 2015. August 1, 2013 2015. 2% 2% 2% In 2015, 5% December 31, 2015. 2% $26,000 December 31, 2015. December 2015, third 1%. International Related Party Services: SGRP Meridian (Pty), Ltd. ("Meridian") is a consolidated international subsidiary of the Company and is owned 51% 49% 50% 50% 46.7%, 20% 33.3%, 2 126 4 SGRP NDS Tanitim Ve Danismanlik A.S. ("NDS") is a consolidated international subsidiary of the Company and is owned 51% 49% 40% May 2015 SPAR Todopromo is a consolidated international subsidiary of the Company and is owned 51% 49% (90%) 2016. In August 2016, December 31, 2017, On September 8, 2016, 100% Related Party Transactions and Arrangements in the Brazil Acquisition 51% 39% JK Consultoria Empresarial Ltda.-ME, a Brazilian limitada ("JKC"), and 10% JKC is owned by Mr. Jonathan Dagues Martins, a Brazilian citizen and resident ("JDM") and his sister, Ms. Karla Dagues Martins, a Brazilian citizen and resident. JDM is the Chief Executive Officer and President of each SPAR Brazil company pursuant to a Management Agreement between JDM and SPAR BSMT dated September 13, 2016. owned by Mr. Peter W. Brown, a citizen and resident of the USA ("PWB"). PWB is an officer and employee of the Company's affiliate, SIT, which is owned by SGRP's Chairman, Mr. Robert G. Brown, PWB was an official observer at the meetings of SGRP's Board from 2014 December 2016, SPAR BSMT has contracted with Ms. Karla Dagues Martins, a Brazilian citizen and resident and JDM's sister to handle the labor litigation cases for SPAR BSMT and its subsidiaries. These legal services are being provided to them at local market rates by Ms. Martins's company, Karla Martins Sociedade de Advogados ("KMSA"). The Company believes it is the largest and most important customer of SBS, SAS, NRS, MPT, MCPT, MHT, NDS Tanitim, NDS Reklam, CON, JFMD and KMSA (and from time to time may The following costs of affiliates were charged to the Company (in thousands): Year Ended December 31 , 201 6 201 5 Services provided by affiliates: Field Specialist expenses * $ 22,749 $ 21,061 Field administration expenses * $ 4,276 $ 4,492 Field Specialist expenses* (NRS) $ – $ 1,323 Office and vehicle rental expenses (MPT) $ 50 $ 47 Vehicle rental expenses (MCPT) $ 879 $ 954 Office and vehicle rental expenses (MHT) $ 121 $ 95 Field administration expenses* (NDS Tanitim) $ – $ 15 Field administration expenses* (NDS Reklam) $ 2 $ 189 Consulting and administrative services (CON) $ 309 $ 366 Warehouse Rental (JFMD) $ 10 $ – Legal Services (KMSA) $ 7 $ – Total services provided by affiliates $ 28,403 $ 28,542 * Includes substantially all overhead (in the case of SAS, SBS and NRS), or related overhead, plus any applicable markup. Due to affiliates consists of the following (in thousands): December 31 , December 31, 201 6 201 5 Loans from local investors: (1) Australia $ 231 $ 88 Mexico 1,001 1,001 Brazil 139 – China 761 761 NMS LLC 348 418 Accrued Expenses due to affiliates: SBS/SAS 869 78 Total due to affiliates $ 3,349 $ 2,346 (1) Other Related Party Transactions and Arrangements In July 1999, $49,000, Through arrangements with the Company, SBS, SAS and other companies owned by Mr. Brown or Mr. Bartels participate in various benefit plans, insurance policies and similar group purchases by the Company, for which the Company charges them their allocable shares of the costs of those group items and the actual costs of all items paid specifically for them. All such transactions between the Company and the above affiliates are paid and/or collected by the Company in the normal course of business. In addition to the above, SAS purchases insurance coverage for worker compensation, casualty and property insurance risk for itself, for SBS for its Field Specialists that require such insurance coverage, and for the Company from Affinity Insurance, Ltd. ("Affinity"). SAS owns a minority (less than 1%) Related Party Transactions and Arrangements in the Brazil Acquisition The following related party transactions occurred in connection with the Company's September 2016 13 Purchase of Interests in Subsidiaries On September 8, 2016, 100% majority of the stock of SPAR Brasil Serviços de Merchandising e Tecnologia S.A., a Brazilian corporation ("SPAR BSMT"). SGRP Holdings, JK Consultoria Empresarial Ltda.-ME, a Brazilian limitada ("JKC"), and Earth Investments, LLC, a Nevada limited liability company ("EILLC"), entered into a Joint Venture Agreement respecting SPAR BSMT dated and effective as of September 13, 2016 51%, 39% 10% five three one one JKC is owned by Mr. Jonathan Dagues Martins, a Brazilian citizen and resident ("JDM") and his sister, Ms. Karla Dagues Martins, a Brazilian citizen and resident. JDM is the Chief Executive Officer and President of each SPAR Brazil company pursuant to a Management Agreement between JDM and SPAR BSMT dated September 13, 2016. SGRP Holdings and JKC are parties to separate Loan Agreements with SPAR BSMT dated September 14, 2016, R$1,400,000 US$448,000) R$453,673 US$145,175) R$120,423 US$38,700) September 14, 2016. EILLC is owned by Mr. Peter W. Brown, a citizen and resident of the USA ("PWB"). PWB is an officer and employee of the Company's affiliate, SIT, which is owned by SGRP's Chairman, Mr. Robert G. Brown, PWB was an official observer at the meetings of SGRP's Board for 2014 December 2016, 10% R$116,326 US$37,200). The NM Acquisition and associated related party transactions were reviewed and approved by the Audit Committee of SGRP's Board of Directors. |