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 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 LLC ("Nasdaq"), and other applicable law to ensure that the overall economic and other terms will be (or continue to be) no 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 8 Commitments and Contingencies Settled Delaware Litigations 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 December 2018 May 3, 2018 ( 8, The Company executes its domestic field services through the services of field merchandising, auditing, assembly and other field personnel (each a "Field Specialist"), substantially all of whom are provided to the Company and engaged by independent third third SBS provided substantially all of the Field Specialist services in the U.S.A. to the Company from January 1 July 27, 2018, 2018. $6.8 three March 31, 2018, 3,800 52% three March 31, 2018). Since the termination of the Amended and Restated Field Service Agreement with SBS December 1, 2014 ( 2.96% 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), SBS' continued higher charges and expense reimbursement disputes, and the Company's identification of an experienced independent third July 27, 2018, third August 1, 2018. Even though the Company believes it had paid SBS for all services provided through July 27, 2018, may not $435,000 $435,000 $13,000 may $120,000 may not No no not not 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 three March 31, 2018, $60,000, On May 15, 2017, no June 13, 2018, no As provided in SBS's Prior Agreement, the Company is not not not not Furthermore, even though SBS was solely responsible for its operations, methods and legal compliance, in connection with any proceedings against SBS, SBS may not no not 8 Commitments and Contingencies Legal Matters The Company has reached a non-exclusive agreement on substantially better terms than SBS with an experienced independent third third July 2018, . SAS provided substantially all of the Field Administrators in the U.S.A. to the Company from January 1 March 31, 2018. $1.1 57 91% three March 31, 2018. In addition to these field service and administration expenses, SAS also incurred other administrative expenses related to benefit and employment tax expenses of SAS and payroll processing, and other administrative expenses and SBS incurred expenses for processing vendor payments, legal defense and other administrative expenses (but those expenses were only reimbursed by SGRP to the extent approved by the Company as described below). No not not On May 7, 2018, July 31, 2018, 2016. third July 2018, Although neither SBS nor SAS has provided or been authorized to perform any services to the Company after their terminations described above effective on or before July 31, 2018, August March 31, 2019, $124,000, $108,000 not June 13, 2018, no 8 Commitments and Contingencies -- Legal Matters, The Company expects that SBS and SAS may 8 Commitments and Contingencies -- Legal Matters On November 23, 2018, 11 11 11 no 8 Commitments and Contingencies -- Related Party Litigation SBS Bankruptcy , SBS Bankruptcy Any failure of SBS to satisfy any judgment or similar amount resulting from any adverse legal determination against SBS, any claim by SBS, SAS, any other related party or any third third 8 Commitments and Contingencies Legal Matters, Current material and potentially material legal proceedings impacting the Company are described in Note 8 Commitments and Contingencies Legal Matters, not not Infotech is currently suing the Company in New York seeking reimbursement for approximately $190,000 $900,000 2013 not 8 Commitments and Contingencies -- Legal Matters -- Related Party Litigation Peter W. Brown was appointed as a Director on the SGRP Board as of May 3, 2018, not 10% 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 100% September 2018, 1.0% Resource Plus of North Florida, Inc. ("RPI"), is a consolidated domestic subsidiary of the Company and is owned jointly by SGRP through its indirect ownership of 51% 49% 50% International Related Party Services: SGRP Meridian (Pty), Ltd. ("Meridian") is a consolidated international subsidiary of the Company and is owned 51% 23% 401 26% 50% 50% 20 172 4 SPAR Todopromo is a consolidated international subsidiary of the Company and is owned 51% 49% 90% 2016. Mr. Juan F. Medina Domenzain ("JFMD"), partner in SPAR Todopromo, leased a warehouse to SPAR Todopromo. The lease expires on December 31, 2020. On September 8, 2016, 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. SPAR BSMT has contracted with Ms. Karla Dagues Martins, a Brazilian citizen and resident and JDM's sister 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 Certain Related Party Transactions: The following costs of affiliates were charged to the Company (in thousands): Three Months Ended March 31 , 201 9 201 8 Services provided by affiliates: Field merchandiser and other expenses (SBS)* $ - $ 6,729 Field administration and other expenses (SAS)* - 1,149 National Store Retail Services (NSRS) 125 - Office lease expenses (RJ Holdings) 102 142 Office and vehicle lease expenses (MPT) 16 19 Vehicle rental expenses (MCPT) 290 339 Office and vehicle rental expenses (MHT) 64 53 Consulting and administrative services (CON) 37 59 Legal Services (KMSA) 22 26 Warehousing rental (JFMD) 12 12 Total services provided by affiliates $ 668 $ 8,528 * Includes substantially all overhead (in the case of SAS and SBS), or related overhead, plus any applicable markup. The services provided by SAS and SBS were terminated as of July 2018. Due to affiliates consists of the following (in thousands): March 31 , December 31, 201 9 201 8 Loans from local investors:(1) Australia $ 288 $ 226 Mexico 1,001 1,001 Brazil 139 139 China 1,987 2,130 South Africa 612 618 Resource Plus 531 531 Total due to affiliates $ 4,558 $ 4,645 ( 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 The Company also has advanced money to SAS to prepay Affinity insurance premiums (which in the case of workers compensation insurance are a percentage of payroll). The Company had advanced approximately $226,000 2019 2020 July 2018 one 2019 2020 $150,000 Affinity from time to time may ( August 1, 2018, SMF had been in negotiations with SBS and SAS (respectively represented by Robert G. Brown and William H. Bartels, who together own over 59% November 2017 $675,000. first $901,000 2018. 8 Commitments and Contingencies The Company has filed a claim for $375,000 11 8 Commitments and Contingencies -- SBS Bankruptcy , Other Related Party Transactions and Arrangements : In July 1999, 11 8 Legal Matters, Related Party Litigation SBS Bankruptcy Through arrangements with the Company, SBS (owned by Mr. Brown and prior to December 2018 SBS Bankruptcy The Company received no not may 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 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 A review of the SBS' filings in the SBS Chapter 11 not January 10, 2019, $300,000 February 7 12, 2019, February 12, 2019, $300,000 None may not not On March 18, 2019, 11 $378,838 $12,963 $1,839,459 8 Commitments and Contingencies Legal Matters SBS Clothier Litigation |