Related Party Transactions Disclosure [Text Block] | 6. 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 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 9 Commitments and Contingencies Legal Matters The Special Committee also has been involved in the review of the Proposed Amendments to SGRP's By-Laws and the By-Laws Action and 225 9 Commitments and Contingencies Legal Matters 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. (" Infotech "), have provided services from time to time to the Company and are related parties and affiliates of SGRP, but are not May 3, 3018 Through July 27, 2018, $15.4 $19.6 nine September 30, 2018 2017, 3,900 36% 75% nine September 30, 2018 2017, $2.7 $3.2 nine September 30, 2018 2017, 54 60 68% 90% nine September 30, 2018 2017 $18.2 $22.8 nine September 30, 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 had agreed to an arrangement for a revised Cost Plus Fee equal to 2.96% December 1, 2014. Due to (among other things) the Clothier Determination and the ongoing proceedings against SBS, which could have had a material adverse effect on SBS's ability to provide future services needed by the Company, and the Company's location of an independent third May 23, 2018, August 15, 2018, July 27, 2018, third Even though the Company had paid SBS for all services provided through that date, SBS notified the Company that there may not $125,000 $125,000 $11,000 may $120,000 may not The Company has reached a non-exclusive agreement with an independent third July 2018, . No no not not may The appropriateness of SBS's treatment of its Field Specialists as independent contractors had 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 had 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, 2018 2017 $105,000 $218,000, On May 15, 2017, no On June 13, 2018, no As provided in SBS's Prior Agreement, the Company is not not not not There can be no may no not no 9 Commitments and Contingencies Legal Matters Current material and potentially material legal proceedings impacting the Company are described in Note 9 Commitments and Contingencies Legal Matters not On June 14, 2016, December 1, 2014, 4% 2% June 1, 2016. On May 7, 2018, July 31, 2018, third July 2018, 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 Although neither SBS nor SAS has provided any services to the Company after their terminations described above, effective on or before July 31, 2018, August September, $105,000, $42,000. not June 13, 2018, no 225 9 Commitments and Contingencies Legal Matters Peter W. Brown was appointed as a Director on the SGRP Board as of May 3, 2018, not 10% 2014 December 2016. 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% 11 – 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%, 20 172 4 SPAR Todopromo is a consolidated international subsidiary of the Company and is owned 51% 49% 90% 2016. In August 2016, December 31, 2020. The Company’s subsidiary in Brazil, 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 September 30 , Nine Months Ended September 30 , 201 8 201 7 201 8 201 7 Services provided by affiliates: Field merchandiser and other expenses (SBS) $ 2,063 $ 6,788 $ 15,353 $ 19,593 Field administration and other expenses (SAS) 475 1,044 2,738 3,178 Office and vehicle rental expenses (MPT) 15 30 44 46 Vehicle rental expenses (MCPT) 292 579 839 870 Office and vehicle rental expenses (MHT) 53 85 142 126 Consulting and administrative services (CON) 49 61 160 181 Legal Services (KMSA) 40 31 93 79 Warehousing rental (JFMD) 13 13 37 38 Total services provided by affiliates $ 3,000 $ 8,631 $ 19,406 $ 24,111 * 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): September 30, December 31, 2018 2017 Loans from local investors:(1) Australia $ 231 $ 250 Mexico 1,001 1,001 Brazil 139 139 China 2,941 719 South Africa 16 24 Resource Plus 731 – Accrued Expenses due to affiliates: SBS/SAS 55 893 Total due to affiliates $ 5,114 $ 3,026 ( 1 no Affinity Insurance : In addition to the above, through August 1, 2018, not 1% August 1, 2018, not 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. From 2013 August 1, 2018, $965,000; $379,000 $296,000 $290,000 $675,000 not 1999 may Affinity from time to time may ( August 1, 2018, Since November 2017, 59% $675,000. first Given the unwillingness of SBS and SAS (respectively represented by Robert G. Brown and William H. Bartels, who together own over 59% $675,000 nine September 30, 2018, 3 Settlement and Other Charges 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. |