Commitments and Contingencies Disclosure [Text Block] | 6. Lease Commitments The Company leases equipment and certain office space in several cities, under non-cancelable operating lease agreements. Certain leases require the Company to pay its share of any increases in operating expenses and real estate taxes. Rent expense was approximately $2,211,000 $1,806,000 December 31, 2018 2017, $167,000 $163,000 December 31, 2018 2017, December 31, 2018, Year Amount 2019 $ 1,946 2020 1,428 2021 945 2022 682 2023 340 Total $ 5,341 Legal Matters The Company is a party to various legal actions and administrative proceedings arising in the normal course of business. In the opinion of Company's management, resolution of these matters is not RELATED PARTIES AND RELATED PARTY LITIGATION: SPAR Business Services, Inc., f/k/a SPAR Marketing 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 10 May 3, 3018 Delaware Litigation Settlement On January 18, 2019, four "225 225 On September 4, 2018, No. 2018 0650, September 21, 2018 ( 6 Commitments and Contingencies -- Legal Matters - Stockholder By-Laws Litigation 10 November 19, 2018, 8 September 28, 2018. On September 18, 2018, one 8 §225 No. 2018 00687 "225 225 6 Commitments and Contingencies -- Legal Matters - Board Seating Litigation 10 November 19, 2018, 8 September 28, 2018. On September 20, 2018, 225 seven eight The By-Laws Action was dismissed upon the filing of the Stipulation of Dismissal. On January 23, 2019, 225 As part of the Settlement, on January 18, 2019, Mr. Mayer was first November 20, 2018, not December 13, 2018, no 5605 1 8 December 14, 2018. In connection with the Settlement, the Governance Committee re-evaluated the independence of Mr. Mayer, based on (among other things) Mr. Mayer's independent business skills and contribution to the Settlement process, determined that he has the requisite independence from the management of the Corporation except for the Related Party Matters (as defined below), and accordingly Mr. Mayer: (a) will be an independent director for all purposes other than any Related Party Matter; (b) will be a non-independent director respecting any Related Party Matter; and (c) may one The Governance Committee and the Board believe that such re-evaluation and redetermination (together with the 2019 In the Settlement the parties agreed to amend and restate SGRP's By-Laws (the "2019 2019 January 18, 2018. 2019 In addition to the compromise provisions described above in Settlement Terms above, the Governance Committee and Board accepted certain of the Proposed Amendments with negotiated changes and clarifications that are now contained in the 2019 ● Any vacancy that results from the death, retirement or resignation of a director that remains unfilled by the directors for more than 90 may ● Certain stockholder proposals may 90th first ● The Board size has been fixed at seven ● The section requiring majority Board independence has been removed (as provided in the Proposed Amendments). ● The By-Laws now require that each candidate for director sign a written irrevocable letter of resignation and retirement effective upon such person failing to be re-elected by the required majority stockholder vote. ● A "super majority" vote of at least 75% two o Issuance of more than 500,000 compensa1tion o Issuance of any preferred stock; o Declaration of any non-cash dividend on the shares of capital stock of the Corporation; o By-Laws modification; o Formation or expansion of the authority of any Committee or subcommittee; or o Appointment or removal of any Committee director. The descriptions of the negotiated compromise 2019 2019 3.3 As part of the Settlement of the Actions, the parties to the Actions executed a Limited Mutual Release Agreement limited to the Actions and subject to specific exclusions (the "Release") and the parties to the Actions mutually agreed upon Stipulations of Dismissal ending those actions without prejudice and without admission or retraction of any fact cited therein, and the parties caused them to be filed with the Court on January 18, 2019. The Releases are limited to matters related to those actions described therein and subject to specific exclusions, and the parties expressly preserved all unrelated actions and claims. Accordingly, there remain a number of unresolved claims and actions (each a "Non-Settled Matter") between the Company and the following Related Parties (as defined below), including (without limitation), post termination claims by and against SPAR Business Services, Inc. (which is now in a voluntary bankruptcy proceeding in Nevada), and SPAR Administrative Services, Inc., the lawsuit by SPAR InfoTech, Inc., against the Company, and the Bartels Advancement Claim and the claim by Mr. Brown for a similar advancement (see Advancement Claims Advancement Claims In an email to Arthur Drogue, SGRP's Chairman, on October 3, 2018, one On November 2, 2018, SGRP's Audit Committee determined on November 5, 2018, not not no On November 28, 2018, In December 2018 April 2019. not On December 3, 2018, Counsel advised that Brown had been sued as a stockholder and conspirator in the By-Laws Action against him, and not not 6.02 not, not On January 27, 2019, February 2, 2019. No April 15, 2019, SBS Bankruptcy The Company received no may not 10 Related Party Transactions – Domestic Transactions On November 23, 2018, 11 11 11 March 11, 2019, 11 second not 11 On the advice of SGRP's bankruptcy counsel, management reported and the Audit Committee agreed that while SBS is in the SBS Chapter 11 third i.e 11 11 11 11 11 Accordingly, Management recommended and the Audit Committee agreed that it would be in the best interest of all stockholders: (i) to submit SGRP and SMF claims against SBS in the SBS Chapter 11 not 11 As a result of the SBS Chapter 11 11 March 11, 2019, 11 second not 11 no On March 18, 2019, 11 $378,838 Deposits,$12,963 $1,839,459 Infotech Litigation Against SGRP On September 19, 2018, one 225 no. 64452/2018 $190,000 In 2016, May 3, 2018, May 3, 2018. Mr. Brown also ran his alleged expenses associated with the transaction through Infotech, including large salary allocations for unauthorized personnel and claims for his "lost tax breaks." One of those unauthorized personnel had agreed in her severance agreement with SGRP to never directly or indirectly perform any services for SGRP or any services that could be directly or indirectly billed to SGRP, which restriction was fully disclosed to and known by Mr. Brown and, therefore, Infotech. Mr. Brown submitted his unauthorized and unsubstantiated "expenses" to SGRP, and SGRP's Audit Committee allowed approximately $50,000 $150,000 August 4, 2018, On September 18, 2018, $190,000, The parties are now engaged in pretrial settlement discussions and management has accrued for $75,000 $75,000 $90,000. SGRP will vigorously contest the Infotech Action. Infotech also is threatening to sue the Company in Romania for approximately $900,000 t 2013 not SBS Field Specialist Litigation The Company's merchandising, audit, assembly and other services for its domestic clients are performed by field merchandising, auditing, assembly and other field personnel (each a "Field Specialist") substantially all of whose services were provided to the Company prior to August 2018 2017 10,700 77% $25.9 July 27, 2018 ( not not not not no July 27, 2018. 10 Related Party Transactions Domestic Related Party Services The appropriateness of SBS' treatment of Field Specialists as independent contractors has been periodically subject to legal challenge (both currently and historically) by various states and others. SBS' expenses of defending those challenges and other proceedings have historically been reimbursed by the Company under SBS' Prior Agreement, and SBS' expenses of defending those challenges and other proceedings were reimbursed by the Company through the termination of the contract in July 2018, twelve December 31, 2017, $50,000 $260,000, In March 2017, no 10 Related Party Transactions Domestic Related Party Services not not not not As a result of the SBS Chapter 11 no 6 Commitments and Contingencies -- SBS Bankruptcy, As the Company had utilized the services of SBS' Field Specialists to support its in-store merchandising needs in California and SBS' independent contractor classifications had been held invalid in the Clothier Determination (see below), management of the Company determined, with the support of SGRP's Audit Committee and Board of Directors, and began in May 2018 third Due to (among other things) the Clothier Determination and the ongoing proceedings against SBS, which could have had a material adverse effect on SBS' ability to provide future services needed by the Company, and the Company's identification of an independent third July 27, 2018, third Current material and potentially material proceedings against SBS and, in one not SBS Clothier Litigation Melissa Clothier was engaged by SBS (then known as SPAR Marketing Services, Inc.) and provided services pursuant to the terms of an "Independent Merchandiser Agreement" with SBS (prepared solely by SBS) acknowledging her engagement as an independent contractor. On June 30, 2014, No. RG12 639317, July 16, 2008, June 30, 2014. The court ordered that the case be heard in two one September 9, 2016, two The plaintiffs and SBS are still proceeding with the damages phase of the Clothier Case, which trial was scheduled for December 2018 11 Facing significant potential damages in the Clothier Case, SGRP chose, and on June 7, 2018, not 2019 $1.3 four 30 not not $1.3 2018. March 21, 2019, Since SGRP has no June 7, 2018) As a result of the SBS Chapter 11 11 March 11, 2019, 11 second not 11 no 6 Commitments and Contingencies -- SBS Bankruptcy, SGRP Hogan Litigation Paradise Hogan was engaged by and provided services to SBS as an independent contractor pursuant to the terms of an "Independent Contractor Master Agreement" with SBS (prepared solely by SBS) acknowledging his engagement as an independent contractor. On January 6, 2017, No. 1:17 10024 March 28, 2017, On March 12, 2018, not May 2018, not not April 24, 2018, not August 8, 2018 September 11, 2018. January 25, 2019, not Facing lengthy and costly litigation and significant potential damages in the Hogan Case, on March 27, 2019, no not not 2019 $250,000 three one hundred eighty 180 $250,000 SBS and SGRP Litigation Generally As a result of the SBS Chapter 11 11 March 11, 2019, 11 second not 11 no 6 Commitments and Contingencies -- SBS Bankruptcy, |