Related Party Transactions Disclosure [Text Block] | 5. 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, Executives, Officers, Employees, Consultants and other Representatives Amended and Restated (as of) March 15, 2018 ( may IV.11 I.2 Domestic Related Party Services, International Related Party Services, Related Party Transaction Summary, Related Party Transaction Summary, Affinity Insurance, and Other Related Party Transactions and Arrangements, below) SGRP's Audit Committee has the specific duty and responsibility to review and approve the overall fairness and terms 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 The Special Subcommittee engaged Morrison Valuation & Forensic Services, LLC ("Morrison"), to perform a third not not 8 Commitments and Contingencies - Legal Matters SBS Clothier Litigation The Company is currently unable to predict the remaining duration and final results of this review by the Special Subcommittee. 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 May 3, 2018, The Company executes the services it provides to its domestic clients primarily through field merchandising, auditing, assembly and other field personnel (each a "Field Specialist"), substantially all of whom have been independent contractors provided by SBS, and administers those services through local, regional, district and other personnel (each a "Field Administrator"), substantially all of whom have been provided by SAS. The Company paid $6.8 $5.9 three March 31, 2018 2017, 4,220 52% 83% three March 31, 2018 2017, $1.1 three March 31, 2018 2017, 57 55 91% 92% three March 31, 2018 2017 $7.9 $6.9 three March 31, 2018 2017, 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 to an arrangement for a revised Cost Plus Fee equal to 2.96% December 1, 2014. The Company believes its net costs for Field Specialists for the three March 31, 2018 $270,000 No no not not may July 2017 March 31, 2018, 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 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 three March 31, 2018 2017 $60,000 $85,000, no not not not no not no Current material and potentially material proceedings against SBS and, in one 8 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 third On June 14, 2016, December 1, 2014, 4% 2% June 1, 2016. On May 7, 2018, July 31, 2018, third 13 Subsequent Events, . 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. No no not not may Peter W. Brown ("Peter Brown") was an employee of SAS, is the nephew of SGRP's major stockholder (and former Chairman, Director and Officer), Mr. Robert G. Brown, and is a director of SPAR BSMT and owns EILLC which owns 10% 2014 December 2016 May 3, 2018, 2013 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% not Resource Plus, Inc. ("RPI"), is a consolidated domestic subsidiary of the Company and is owned jointly by SGRP through its indirect ownership of 51% 49% 10 Purchase of Interest in Subsidiaries 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 SPAR Todopromo is a consolidated international subsidiary of the Company and is owned 51% 49% 90% 2016. In August 2016, December 31, 2017, December 31, 2020. The Company’s subsidiary in Brazil, SPAR Brasil Serviços de Merchandising e Tecnologia S.A., a Brazilian corporation ("SPAR BSMT") has contracted with Ms. Karla Dagues Martins, a Brazilian citizen and resident sister to Mr. Jonathan Dagues Martins, President and a part owner of SPAR BSMT, 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' company, Karla Martins Sociedade de Advogados ("KMSA"). Accordingly, Mr. Jonathan Dagues Martins and Ms. Karla Dagues Martins are each an affiliate and a related party in respect of the Company. Summary of Related Party Transactions: The Company believes it is the largest and most important customer of SBS, SAS, MPT, MCPT, MHT, CON, JFMD and KMSA (and from time to time may The following costs of affiliates were charged to the Company (in thousands): Three Months Ended March 31 , 201 8 201 7 Services provided by affiliates: Field merchandiser and other expenses (SBS) $ 6,729 $ 5,875 Field administration and other expenses (SAS) 1,149 1,074 Office and vehicle rental expenses (MPT) 19 15 Vehicle rental expenses (MCPT) 339 297 Office and vehicle rental expenses (MHT) 53 40 Consulting and administrative services (CON) 59 96 Legal Services (KMSA) 26 24 Warehousing rental (JFMD) 12 11 Total services provided by affiliates $ 8,386 $ 7,432 * Includes substantially all overhead (in the case of SAS and SBS), or related overhead, plus any applicable markup. Due to affiliates consists of the following (in thousands): March 31 , December 31, 201 8 201 7 Loans from local investors:(1) Australia $ 246 $ 250 Mexico 1,001 1,001 Brazil 139 139 China 719 719 South Africa 33 24 Resource Plus 731 – Accrued Expenses due to affiliates: SBS/SAS 2,109 893 Total due to affiliates $ 4,978 $ 3,026 ( 1 no Affinity Insurance: In addition to the above, SAS purchases insurance coverage for worker compensation, casualty and property insurance risk for itself, for SBS on behalf of its Field Specialists that require such insurance coverage (all who do not 1% In addition to those required periodic premiums, Affinity also requires payment of cash collateral deposits ("Cash Collateral"), and Cash Collateral amounts are initially determined and from time to time re-determined (upward or downward) by Affinity. The Cash Collateral deposit with Affinity since 2012 $965,000; $379,000 $296,000 $290,000 $675,000 Affinity from time to time may ( Other Related Party Transactions and Arrangements: In July 1999, $49,000, no not Through arrangements with the Company, SBS (owned by Mr. Bartels and Mr. Brown), SAS (owned by Mr. Bartels and family members of Mr. Brown), and other companies owned by Mr. Brown 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. |