Related Party Transactions Disclosure [Text Block] | 6 . Related-Party Transactions 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 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 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 6 Domestic Related Party Services first 2017 9 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 The Company executes the services it provides to its domestic clients primarily through independent field merchandising, auditing, assembly and other field personnel (each a "Field Specialist"), substantially all of whom are provided by SBS, and administe rs those services through local and regional administrators, substantially all of whom are provided by SAS. The Company paid $19.6 $15.8 nine September 30, 2017 2016, 6,400 75% 78% nine September 30, 2017 2016, $3.2 $3.1 nine September 30, 2017 2016, 60 61 September 30, 2017 2016, 90% 92% nine September 30, 2017 2016, $22.8 $19.0 nine September 30, 2017 2016, 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 no This is not not may July 2015 December 2016, July 2017 September 30, 2017, 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 for the nine September 30, 2017 2016 $218,000 $587,000, no not not not no not no Current material and potentially material proceedings against SBS and, in one 9 Commitments and Contingencies Legal Matters not Any prolonged continuation of or material increase in the legal defense costs of SBS (and thus the reimbursable expenses SBS may may to the extent reimbursement is approved by the Company in its discretion), the failure of SBS to satisfy any such judgment or similar amount resulting from any adverse legal determination against SBS, any claim by SBS, SAS, any other related party or any third On June 14, 2016, In order to provide continuity with SAS's Prior Agreement, the SAS Agreement is effective and governs the relationship of the parties as of 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 6 No (other than Mr. Peter W. Brown pursuant to previously approved budgets) has been reimbursed or approved to date by the Company, and no not not may International Related Party Services 2014 December 2016. 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% 's wife, is the sole stockholder and a director of NMA and a director of NMS. NMA is an affiliate of the Company but is not 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%, similar to those provided by MPT. MPT owns the building where Meridian is headquartered and is subleased to Meridian. MCPT provides a fleet of approximately 160 4 SPAR Todopromo is a consolidated international subsidiary of the Company and is owned 51% 49% 90% for the three nine September 30, 2017 2016. In August 2016, December 31, 2017, On September 8, 2016, one 100% 51% 39% 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. ccordingly, JKC and JDM are each a related party in respect of the Company. EILLC is owned by, Peter Brown who is a citizen and resident of the USA and a related party in respect of the Company (See Domestic Related Party Services 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 NM Acquisition (as defined below in Note 11 Purchase of Interest in Subsi d iaries The Company believes it is the largest and most important customer of SBS, SAS, NRS, MPT, MCPT, MHT, CON, JFMD and KMSA (and from time to time may each entity's only customer), and accordingly the Company generally has been able to negotiate better terms, receives more personal and responsive service and is more likely to receive credits and other financial accommodations from SBS, SAS, NRS, MPT, MCPT, MHT, CON, JFMD and KMSA than the Company could reasonably expect to receive from an unrelated service provider who has significant other customers and business. SBS, SAS and other material affiliate contracts and arrangements are annually reviewed and considered for approval by SGRP's Audit Committee, subject to the ongoing negotiations with SBS as described above. Summary of Related Party Services: The following costs of affiliates were charged to the Company (in thousands): Three Months Ended September 30 , Nine Months Ended September 30 , 201 7 201 6 201 7 201 6 Services provided by affiliates: Field merchandiser and other expenses (SBS) $ 6,788 $ 5,491 $ 19,593 $ 15,828 Field administration and other expenses (SAS) 1,044 1,011 3,178 3,138 Office and vehicle rental expenses (MPT) 30 8 46 32 Vehicle rental expenses (MCPT) 579 245 870 618 Office and vehicle rental expenses (MHT) 85 34 126 85 Field merchandiser expenses (NDS Reklam) – 1 – 1 Consulting and administrative services (CON) 61 74 181 241 Legal Services (KMSA) 31 – 79 – Warehousing rental (JFMD) 13 3 38 3 Total services provided by affiliates $ 8,631 $ 6,867 $ 24,111 $ 19,946 D ue to affiliates consists of the following (in thousands): September 30 , December 31, 201 7 201 6 Loans from local investors: (1) Australia $ 250 $ 231 Mexico 1,001 1,001 Brazil 139 139 China 720 761 South Africa 15 – NMS LLC – 348 Accrued Expenses due to affiliates: SBS/SAS 1,883 869 Total due to affiliates $ 4,008 $ 3,349 ( 1 Represent loans from the local investors into the Company's subsidiaries (representing their proportionate share of working capital loans). The loans have no Other Related Party Transactions and Arrangements In July 1999, $49,000, no not 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% |