sgrp20190331

Basis of Accounting [Text Block]

1.	Basis of Presentation

-Q for the

first

quarter ended

March 31, 2019 (

this "Quarterly Report"), have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form

-Q and Article

of Regulation S-

Accordingly, they do

not

include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The consolidated balance sheet as of

December 31, 2018,

has been prepared from the Company's audited consolidated balance sheet as of such date. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation have been included in these interim financial statements. However, these interim financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto for the Company as contained in the SGRP's Annual Report on Form

-K/A for the year ended

December 31, 2018,

as filed with the Securities and Exchange Commission (the "SEC") on

April 24, 2019 (

the

"2018

Annual Report"), and SGRP's Proxy Statement for its

2019

Annual Meeting of Stockholders as filed with the SEC on

April 29, 2019 (

and Additional Definitive Materials filed with the SEC on

May 3, 2019,

collectively the

"2019

Proxy Statement"). Particular attention should be given to Items

and

of the

2018

Annual Report respecting the Company's Business and Risk Factors, respectively, and the following parts of SGRP's

2019

Proxy Statement: (i) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, (ii) CORPORATE GOVERNANCE, (iii) EXECUTIVE COMPENSATION, DIRECTORS AND OTHER INFORMATION and (iv) EXECUTIVE COMPENSATION, EQUITY AWARDS AND OPTIONS. The Company's results of operations for the interim period are

not

necessarily indicative of its operating results for the entire year. Except for the change noted below, the Company has consistently applied the accounting policies to all periods presented in these condensed consolidated financial statements. The Company adopted ASC

842

January 1, 2019.

As a result, the Company changed its accounting policy for accounting for leases as detailed in Notes

and

11.

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Note 2 - Business and Organization

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

2.	Business and Organization

Merchandising services primarily consist of regularly scheduled, special project and other product services provided at the store level, and the Company

may

be engaged by either the retailer or the manufacturer. Those services

may

include restocking and adding new products, removing spoiled or outdated products, resetting categories in accordance with client or store schematics, confirming and replacing shelf tags, setting new sale or promotional product displays and advertising, replenishing kiosks, providing in-store event staffing and providing assembly services in stores, homes and offices. Other merchandising services include whole store or departmental product sets or resets, including new store openings, new product launches and in-store demonstrations, audit services, special seasonal or promotional merchandising, focused product support and product recalls. The Company also provides technology services and marketing research services.

As of

March 31, 2019,

the Company operates in

countries and divides its operations into

two

reportable segments: its Domestic Division, which has provided services in the United States of America since certain of its predecessors were formed in

1979,

and its International Division, which began operations in

May 2001

and provides similar merchandising, marketing, audit and in-store event staffing services in Australia, Brazil, Canada, China, India, Japan, Mexico, South Africa, and Turkey.

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Note 3 - Earnings Per Share

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Text Block]

3.	Earnings Per Share

The following table sets forth the computations of basic and diluted net income per share (in thousands, except per share data):

	Three Months Ended March 31 ,
	20 19		20 18
Numerator:
Net income attributable to SPAR Group, Inc.	$	619	$	124

Denominator:
Weighted average shares used in basic net income per share calculation		20,777		20,648

Weighted average shares used in diluted net income per share calculation		21,051		21,599

Basic and diluted net income per common share	$	0.03	$	0.01

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Note 4 - Credit Facilities and Other Debt

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Text Block]

4.	Credit Facilities and Other Debt

Domestic Credit Facilities

North Mill Capital Credit Facility

April 10, 2019,

the Company repaid and replaced its

2018

credit facility with PNC Bank, National Association ("PNC"), with a new secured revolving credit facility in the United States and Canada (the "NM Credit Facility") with North Mill Capital, LLC ("NM").

eighteen

(

) month individual Loan and Security Agreements with NM dated as of

April 10, 2019 (

the "NM Loan Agreements"), which governs the obligations of the NM Loan Parties to NM and secures them with pledges of substantially all of the assets of the NM Loan Parties (other than SGRP's foreign subsidiaries, certain designated domestic subsidiaries, and their respective equity and assets); the SMF Borrower issued its

$10.5

million Revolving Credit Master Promissory Note to NM dated

April 10, 2019,

and the SCC Borrower issued its

$1.5

million Revolving Credit Master Promissory Note to NM dated

April 10, 2019 (

the "NM Notes"), which evidences the NM Borrowers' loans and other obligations to NM; the NM Guarantors entered into a Guaranty Agreement with NM dated as of

April 10, 2019 (

the "NM Guaranty"), which guaranties the NM Borrowers' loans and other obligations to NM. The NM Loan Agreements have an approved maximum borrowing capacity of

$12.5

million for the SMF Borrower and

$2.5

million for the SCC Borrower.

April 10, 2019,

the Company drew down an initial advance under the NM Credit Facility of approximately

$9.8

million, which was used to repay the Company's existing credit facility with PNC.

The NM Note currently requires the NM Borrowers to pay interest on the loans thereunder equal to (A) Prime Rate designated by Wells Fargo Bank, plus (B)

one hundred twenty

five

basis points (

1.25%

). In addition, the Company is paying a fee to NM in the amount of

1.5%

of the Promissory Notes or

$180,000

payable at

$10,000

per month over the term of the agreement. The Company utilized a broker to assist in this financing and has paid a fee of

$120,000

for their services.

Revolving loans are available to the Borrowers under the NM Credit Facility based upon the borrowing base formula defined in the NM Loan Agreement (principally

85%

of "eligible" accounts receivable less certain reserves and

60%

of eligible unbilled accounts receivable at a maximum limit of

$4.5

million).

January 2018,

the Company repaid and replaced its credit facility with Sterling Bank with a secured revolving credit facility in the United States and Canada (as amended the "PNC Credit Facility") with PNC Bank, National Association.

PNC Credit Facility

January 16, 2018 (

the "PNC Loan Agreement"); the PNC Borrowers issued their

million Committed Line Of Credit Note to PNC dated

January 16, 2018 (

the "Original PNC Note"), which evidences the PNC Borrowers' loans and other obligations to PNC; the PNC Guarantors entered into a Guaranty and Suretyship Agreement with PNC dated as of

January 16, 2018 (

the "PNC Guaranty"), which guaranties the PNC Borrowers' loans and other obligations to PNC; and the PNC Borrowers and PNC Guarantors (each, a "PNC Loan Party" and collectively, the "PNC Loan Parties") entered into a Security Agreement with PNC dated as of

January 16, 2018 (

the "PNC Security Agreement"), which secures the obligations of the PNC Loan Parties to PNC with pledges of substantially all of the assets of the PNC Loan Parties (other than SGRP's foreign subsidiaries, certain designated domestic subsidiaries, and their respective equity and assets).

An amendment to the PNC Credit Facility dated as of

July 3, 2018,

among other things, increased the maximum principal amount of the Revolving Loans to

$9.5

million.

The PNC Note required the PNC Borrowers to pay interest on the loans thereunder equal to (A) the Daily LIBOR Rate (as defined therein) per annum, plus (B)

two hundred fifty

basis points (

2.50%

). On

March 31, 2019,

the aggregate interest rate under that formula was

4.99%

per annum, and the outstanding loan balance was

$8.4

million.

Revolving loans of up to

$9.5

million were available to the Company under the PNC Credit Facility based upon the borrowing base formula defined in the PNC Loan Agreement (principally

85%

of "eligible" accounts receivable less certain reserves) rendering a maximum borrowing amount of

$9.5

million as of

March 31, 2019.

$13.4

million and limits on capital expenditures and other investments.

March 31, 2019,

the PNC Loan Parties were

not

in compliance with the minimum Tangible Net Worth covenant. The Company had entered into the NM Credit Facility effective

April 2019

and did

not

pursue a waiver.

Fifth Third Credit Facility

January 9, 2018,

the Company completed its acquisition of a

51%

interest in its new subsidiaries, Resource Plus of North Florida, Inc., and related companies (collectively, "Resource Plus"). When acquired, Resource Plus was a party to a revolving line of credit facility it secured on

May 23, 2016, (

the "Fifth Third Credit Facility") from Fifth Third Bank for

$3.5

million, which was scheduled to expire on

May 23, 2018.

Effective

April 11, 2018,

the term of the Fifth Third Credit Facility was extended and is currently scheduled to become due on

April 23, 2020.

As there are

provisions (other than defaults) requiring the pay down of the loan until

April 23, 2020,

any amounts outstanding are classified as long-term debt.

Revolving loans of up to

$3.5

million are available to Resource Plus under the Fifth Third Credit Facility based upon the borrowing base formula defined in the agreement (principally

80%

of "eligible" accounts receivable less certain reserves). As of

March 31, 2019,

there was

outstanding balance. The Fifth Third Credit Facility is secured by substantially all assets of Resource Plus.

The Fifth Third Credit Facility currently requires Resource Plus to pay interest on the loans thereunder equal to (A) the Daily LIBOR Rate (as defined in the agreement) per annum, plus (B)

two hundred fifty

basis points (

2.50%

). On

March 31, 2019,

the aggregate interest rate under that formula was

5.23%

per annum.

Other Debt

Effective with the closing of the Resource Plus acquisition, the Company entered into promissory notes with the sellers totaling

$2.3

million. The notes are payable in annual installments at various amounts due on

December

31st

of each year starting with

December 31, 2018

and continuing through

December 31, 2023.

As such these notes are classified as both short term and long term for the appropriate amounts. The total balance owed at

March 31, 2019

was approximately

$2.0

million.

International Credit Facilities:

SPARFACTS Australia Pty. Ltd. has a secured line of credit facility with National Australia Bank, effective

October 31, 2017,

for

$800,000

(Australian) or approximately

$568,000

USD (based upon the exchange rate at

March 31, 2019).

The facility provides for borrowing based upon a formula, as defined in the agreement (principally

80%

of eligible accounts receivable less certain deductions). The outstanding balance with National Australia Bank as of

March 31, 2019

was

$608,000

(Australian) or

$431,000

USD and is due on demand.

SPAR Todopromo has secured a line of credit facility with BBVA Bancomer Bank for

5.0

million Mexican Pesos or approximately

$258,000

USD (based upon the exchange rate at

March 31, 2019).

The revolving line of credit was secured on

March 15, 2016,

and originally expired

March 2018.

The facility has been amended to extend the terms to

April

2020.

The variable interest rate is TIIE (Interbank Interest Rate) +

4%,

which resulted in an annual interest rate of

12.5%

as of

March 31, 2019.

The outstanding balance at

March 31, 2019

was

million Mexican Pesos or approximately

$258,000

USD.

May 29, 2018,

SPAR Brazil established a line of credit facility with Banco Bradesco for

1.2

million Brazilian Real or approximately

$306,000

USD (based upon the exchange rate at

March 31, 2019).

The facility provides for borrowing with

formal guarantees. The agreement expires on

November 29, 2019.

The outstanding balance at

March 31, 2019,

was approximately

100,000

Brazilian Real or approximately

$26,000

USD.

October 5, 2018

SPAR Brazil secured a line of credit facility with Branco Bradesco for approximately

3.5

million Brazilian Real or approximately

$900,000

USD (based upon the exchange rate at

March 31, 2019).

The outstanding balance as of

March 31, 2019

was approximately

2.9

million Brazilian Real or approximately

$727,000

USD. The note is due

December 19, 2019,

with varying monthly payments.

October 5, 2018

SPAR Brazil secured a line of credit facility with Branco Santander for approximately

381,000

Brazilian Real or approximately

$97,000

USD (based upon the exchange rate at

March 31, 2019).

The outstanding balance as of

March 31, 2019

was approximately

321,000

Brazilian Real or approximately

$82,000

USD.

	Interest Rate as of March 31, 2019				2019		2020		202 1		2022		2023		2024
Brazil - Bradesco		0.37	-	0.92%	$	753	$	–	$	–	$	–	$	–	$	–
Brazil – Santander			1.38%			82		–		–		–		–		–
USA - PNC Bank			5.02%			8,450		–		–		–		–		–
USA – Fifth Third Bank			5.23%			–		–		–		–		–		–
USA – Resource Plus Seller Notes			1.85%			333		334		300		300		700		–
Australia - National Australia Bank			6.56%			431		–		–		–		–		–
Mexico – BBVA Shareholder			12.5%			–		258		–		–		–		–
Total					$	10,049	$	592	$	300	$	300	$	700	$	–

Summary of

Unused

Company Credit and Other Debt Facilities (in thousands):

	March 31, 2019		December 31, 2018
Unused Availability:
United States	$	4,550	$	4,253
Australia		137		238
Brazil		280		304
Mexico		–		102
Total Unused Availability	$	4,967	$	4,897

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Note 5 - Related-Party Transactions

3 Months Ended

Mar. 31, 2019

5.	Related-Party Transactions

March 15, 2018 (

the "Ethics Code"). The Ethics Code is intended to promote and reward honest, ethical, respectful and professional conduct by each director, executive, officer, employee, consultant and other representative of any of SGRP and its subsidiaries (together with SGRP, the "Company") and each other Covered Person (as defined in the Ethics Code) in his or her position with the Company anywhere in the world, including (among other things) serving each customer, dealing with each vendor and treating each other with integrity and respect, and behaving honestly, ethically and professionally with each customer, each vendor, each other and the Company. Article II of the Ethics Code specifically prohibits various forms of self-dealing (including dealing with relatives) and collusion and Article V of the Ethics Code generally prohibits each "Covered Person" (including SGRP's officers and directors) from using or disclosing the Confidential Information of the Company or any of its customers or vendors, seeking or accepting anything of value from any competitor, customer, vendor, or other person relating to doing business with the Company, or engaging in any business activity that conflicts with his or her duties to the Company, and directs each "Covered Person" to avoid any activity or interest that is inconsistent with the best interests of the SPAR Group, in each case except for any "Approved Activity" (as such terms are defined in the Ethics Code). Examples of violations include (among other things) having any ownership interest in, acting as a director or officer of or otherwise personally benefiting from business with any competitor, customer or vendor of the Company other than pursuant to any Approved Activity. Approved Activities include (among other things) any contract with an affiliated person (each an "Approved Affiliate Contract") or anything else disclosed to and approved by SGRP's Board of Directors (the "Board"), its Governance Committee or its Audit Committee, as the case

may

be, as well as the ownership, board, executive and other positions held in and services and other contributions to affiliates of SGRP and its subsidiaries by certain directors, officers or employees of SGRP, any of its subsidiaries or any of their respective family members. The Company's senior management is generally responsible for monitoring compliance with the Ethics Code and establishing and maintaining compliance systems, including those related to the oversight and approval of conflicting relationships and transactions, subject to the review and oversight of SGRP's Governance Committee as provided in clause

IV.11

of the Governance Committee's Charter, and SGRP's Audit Committee as provided in clause

I.2

(l) of the Audit Committee's Charter. The Governance Committee and Audit Committee each consist solely of independent outside directors (see

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).

less favorable to the Company than would be the case in an arms-length contract with an unrelated provider of similar services (i.e., its overall fairness to the Company, including pricing, payments to related parties, and the ability to provide services at comparable performance levels). The Audit Committee periodically reviews all related party relationships and transactions described below.

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

Action (see Note

to the Company's Consolidated Financial Statements -

Commitments and Contingencies

Settled Delaware Litigations

, below).

Domestic Related Party Services:

not

under the control or part of the consolidated Company. SBS is an affiliate because it is owned by Robert G. Brown and prior to

December 2018

was owned by William H. Bartels. SAS is an affiliate because it is owned by William H. Bartels and certain relatives of Robert G. Brown or entities controlled by them (each of whom are considered affiliates of the Company for related party purposes). Infotech is an affiliate because it is owned by Robert G. Brown. Mr. Brown and Mr. Bartels are the Majority Stockholders (see below) and founders of SGRP, Mr. Brown was Chairman and an officer and director of SGRP through

May 3, 2018 (

when he retired), and Mr. Bartels was and continues to be Vice Chairman and a director and officer of SGRP. Mr. Brown and Mr. Bartels also have been and are stockholders, directors and executive officers of various other affiliates of SGRP. See Note

RELATED PARTIES AND RELATED PARTY LITIGATION, below.

third

parties and located, scheduled, deployed and administered domestically through the services of local, regional, district and other personnel (each a "Field Administrator"), and substantially all of the Field Administrators are in turn are employed by other independent

third

parties.

SBS provided substantially all of the Field Specialist services in the U.S.A. to the Company from

January 1

through

July 27, 2018,

and an independent vendor and licensee provided them for the balance of

2018.

The Company paid

$6.8

million during the

three

months ended

March 31, 2018,

to SBS for its provision as needed of the services of approximately

3,800

of SBS's available Field Specialists in the U.S.A. (which amounted to approximately

52%

of the Company's total domestic Field Specialist service expense for the

three

months ended

March 31, 2018).

Since the termination of the Amended and Restated Field Service Agreement with SBS

December 1, 2014 (

as amended, the "Prior SBS Agreement"), the Company and SBS agreed to an arrangement where the Company reimbursed SBS for the Field Specialist service costs and certain other approved reimbursable expenses incurred by SBS in performing services for the Company and paid SBS a revised fixed percentage of such reimbursable expenses (the "Cost Plus Fee") equal to

2.96%

of those reimbursable expenses, subject to certain offsetting credits. The Company had offered a new agreement to SBS confirming that reimbursable expenses were subject to review and approval by the Company, but SBS rejected that proposal.

third

party company (the "Independent Field Vendor") who would provide comparable services on substantially better terms, the Company terminated the services of SBS effective

July 27, 2018,

and the Company has engaged that Independent Field Vendor to replace those field services previously provided by SBS (other than in California). The Company similarly terminated SAS and has engaged another independent

third

party company on substantially better terms to replace those administrative services formerly provided by SAS, effective

August 1, 2018.

Even though the Company believes it had paid SBS for all services provided through

July 27, 2018,

the Company received notice that there

may

not

have been sufficient funds in SBS' bank accounts to honor all payments SBS had made by check to their Field Specialists. Based on this notice, the Company withheld approximately

$435,000

of final mark-up compensation due SBS and had been making payments, on a daily basis, into the SBS bank account designated for Field Specialist payments to ensure all SBS Field Specialists that had provided services to the Company are properly compensated for those services. The

$435,000

has been completely exhausted and the Company was required to fund an additional

$13,000

to cover these duplicate Field Specialist payments. The Company believes that there

may

be checks for Field Service payments for as much as an additional

$120,000

that the Company believes

may

not

be honored by SBS. The Company has made plans to ensure that all of the current Field Specialists are properly paid and is exploring its legal options for recovery of all duplicate payments it is making on SBS's behalf.

SBS compensation to any officer, director or other related party had been reimbursed or approved to date by the Company, and

such compensation reimbursements were approved under SBS's Prior Agreement. This was

not

a restriction on SBS since SBS is

not

controlled by the Company and could have paid any compensation to any person that SBS desires out of its own funds. Since SBS is a "Subchapter S" corporation, all income from SBS is allocated to its stockholders (see above).

three

month period ended

March 31, 2018,

in the amount of

$60,000,

after determination (on a case by case basis) that those defense expenses were costs of providing services to the Company.

May 15, 2017,

the Company advised SBS that, since there was

currently effective comprehensive written services agreement with SBS, the Company would continue to review and decide each request by SBS for reimbursement of its legal defense expenses (including appeals) on a case-by-case basis in its discretion, including the relative costs and benefits to the Company. SBS has disputed the right of the Company and SGRP's Audit Committee to review and decide the appropriateness of the reimbursement of any of those related party defense and other expense reimbursements. In addition, on

June 13, 2018,

the Company gave SBS notice that it would

longer reimburse any such expenses as a result of SGRP's separate settlement of the Clothier Case.

As provided in SBS's Prior Agreement, the Company is

not

obligated or liable, and the Company has

not

otherwise agreed and does

not

currently intend, to reimburse SBS for any judgment or similar amount (including any damages, settlement, or related tax, penalty, or interest) in any legal challenge or other proceeding against or involving SBS, and the Company does

not

believe it has ever done so (other than in insignificant nuisance amounts).

Furthermore, even though SBS was solely responsible for its operations, methods and legal compliance, in connection with any proceedings against SBS, SBS

may

claim that the Company is somehow liable for any judgment or similar amount imposed against SBS and pursue that claim with litigation. The Company does

not

believe there is any basis for such claims and would defend them vigorously. There can be

assurance that plaintiffs or someone else will

not

claim that the Company is liable (under applicable law, through reimbursement or indemnification, or otherwise) for any such judgment or similar amount imposed against SBS, or that the Company will be able to defend any claim successfully. Any imposition of liability on the Company for any such amount could have a material adverse effect on the Company or its performance or condition (including its assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results or condition), whether actual or as planned, intended, anticipated, estimated or otherwise expected. See Note

to the Company's Consolidated Financial Statements -

Commitments and Contingencies

Legal Matters

, below.

The Company has reached a non-exclusive agreement on substantially better terms than SBS with an experienced independent

third

-party vendor to provide substantially all of the domestic Field Specialist services used by the Company. The Company has also reached a separate non-exclusive agreement on substantially better terms than with SAS with another independent

third

-party vendor to provide substantially all of the domestic Field Administrator services used by the Company. The Company transitioned to such new vendors during

July 2018,

and such transition was virtually unnoticeable to the Company's clients

SAS provided substantially all of the Field Administrators in the U.S.A. to the Company from

January 1

through

March 31, 2018.

The Company paid

$1.1

million to SAS for its provision of its

full-time regional and district administrators (which amounted to approximately

91%

of the Company's total domestic field administrative service cost for the

three

month period ended

March 31, 2018.

SAS compensation to any officer, director or other related party (other than to Mr. Peter W. Brown, a related party as noted below, pursuant to previously approved budgets) had been reimbursed by the Company. This was

not

a restriction on SAS since SAS is

not

controlled by the Company and could have paid any compensation to any person that SAS desires out of its own funds. Since SAS is a "Subchapter S" corporation, all income from SAS is allocated to its stockholders (see above).

May 7, 2018,

the Company gave a termination notice to SAS specifying

July 31, 2018,

as the end of the Service Term under (and as defined in) SAS Agreement signed in

2016.

The Company has reached a non-exclusive agreement with an independent

third

party vendor to provide substantially all of the domestic Field Administrators used by the Company. The Company transitioned to such new vendor during

July 2018,

and it was virtually unnoticeable to the Company's clients.

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,

they have apparently continued to operate and claim that the Company owes them for all of their post-termination expenses for the foreseeable future. For the period from

August

through

March 31, 2019,

SBS has invoiced the Company for approximately

$124,000,

and SAS has invoiced the Company for approximately

$108,000

for the same period. All such invoices have been rejected by the Company. The Company has determined that it is

not

obligated to reimburse any such post-termination expense (other than for potentially reimbursing SAS for mutually approved reasonable short term ordinary course transition expenses in previously allowed categories needed by SAS to wind down its business, if any), and that such a payment would be an impermissible gift to a related party under applicable law, which determinations have been supported by SGRP's Audit Committee. The SBS invoices included legal expenses for its continuing defense in the Clothier Case even though SGRP on

June 13, 2018,

gave SBS notice that it would

longer reimburse any such expenses as a result of SGRP's separate settlement of the Clothier Case. See Note

to the Company's Consolidated Financial Statements -

Commitments and Contingencies -- Legal Matters,

below.

The Company expects that SBS and SAS

may

use every available means to attempt to collect reimbursement from the Company for the foreseeable future for all of their post-termination expense, including repeated litigation. See Note

to the Company's Consolidated Financial Statements -

Commitments and Contingencies -- Legal Matters

, below.

November 23, 2018,

SBS petitioned for bankruptcy protection under chapter

of the United States Bankruptcy Code in the U.S. District for Nevada (the "SBS Chapter

Case"), and as a result, the claims of SBS' creditors must now generally be pursued in the SBS Chapter

Case. The Company believes there can be

assurance that SBS will ever be able to fully pay any damage award resulting from any determination in the Clothier Case or any other judgment or similar amount resulting from any legal determination adverse to SBS. See Note

to the Company's Consolidated Financial Statements -

Commitments and

Contingencies --

Related Party Litigation

and

SBS Bankruptcy

below, and

SBS Bankruptcy

, below.

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

party that the Company is somehow liable for any such judgment or similar amount imposed against SBS or SAS or any other related party, any judicial determination that the Company is somehow liable for any such judgment or similar amount imposed against SBS or SAS or any other related party (in whole or in part), or any increase in the Company's use of employees (rather than the services of independent contractors provided by

third

parties) to perform Field Specialist services domestically, in each case in whole or in part, could have a material adverse effect on the Company or its performance or condition (including its assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results or condition), whether actual or as planned, intended, anticipated, estimated or otherwise expected. See Note

to the Company's Consolidated Financial Statements -

Commitments and Contingencies

Legal Matters,

below.

Current material and potentially material legal proceedings impacting the Company are described in Note

to the Company's Consolidated Financial Statements -

Commitments and Contingencies

Legal Matters,

below. These descriptions are based on an independent review by the Company and do

not

reflect the views of SBS, its management or its counsel. Furthermore, even though SBS was solely responsible for its operations, methods and legal compliance, in connection with any proceedings against SBS, SBS continues to claim that the Company is somehow liable to reimburse SBS for its expenses in those proceedings. The Company does

not

believe there is any basis for such claims and would defend them vigorously.

Infotech is currently suing the Company in New York seeking reimbursement for approximately

$190,000

respecting alleged lost tax benefits and other expenses it claims to have incurred in connection with SGRP's acquisition of its Brazilian subsidiary and previously denied by both management and SGRP's Audit Committee, who had jurisdiction because Infotech is a related party. Infotech also is threatening to sue the Company in Romania for approximately

$900,000

for programming services allegedly owed to the Company's former Romanian subsidiary (sold at book value to Infotech in

2013

) and

not

provided to Infotech, for which the Company vigorously denies liability. See Note

to the Company's Consolidated Financial Statements -

Commitments and Contingencies -- Legal Matters -- Related Party Litigation

, below.

Peter W. Brown was appointed as a Director on the SGRP Board as of

May 3, 2018,

replacing Mr. Robert G. Brown upon his retirement from the Board and Company at that date. He is

not

considered independent because Peter Brown an affiliate and related party in respect of SGRP and was proposed by Mr. Robert G. Brown to represent the Brown family interests. He worked for and is a stockholder of SAS (see above) and certain of its affiliates, he is the nephew of Mr. Robert G. Brown (a current significant stockholder of SGRP and SGRP's former Chairman and director), he is a director of SPAR Brasil Serviços de Merchandising e Tecnologia S.A., a Brazilian corporation ("SPAR BSMT") and owns Earth Investments LLC, ("EILLC"), which owns

10%

interest in the SGRP's Brazilian subsidiary.

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%

of the NMS membership interests and by National Merchandising of America, Inc. ("NMA"), through its ownership of the other

49%

of the NMS membership interests. Mr. Edward Burdekin is the Chief Executive Officer and President and a director of NMS and also is an executive officer and director of NMA. Ms. Andrea Burdekin, Mr. Burdekin'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

under the control of or consolidated with the Company. Mr. Burdekin also owns

100%

of National Store Retail Services ("NSRS"). Since

September 2018,

NSRS provided substantially all of the domestic merchandising specialist field force used by NMS. For those services, NMS agrees to reimburse NSRS the total costs for providing those services and to pay NSRS a premium equal to

1.0%

of its total cost.

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%

of the RPI membership interests and by Mr. Richard Justus through his ownership of the other

49%

of the RPI membership interests. Mr. Justus has a

50%

ownership interest in RJ Holdings which owns the buildings where RPI is headquartered and operates. Both buildings are subleased to RPI at local market rates.

International Related Party Services:

SGRP Meridian (Pty), Ltd. ("Meridian") is a consolidated international subsidiary of the Company and is owned

51%

by SGRP and

23%

by FRIEDSHELF

401

Proprietary Limited (owned by Mr. Brian Mason and Mr. Garry Bristow) and

26%

by Lindicom Proprietary Limited. Mr. Mason is President and a director and Mr. Bristow is an officer and director of Meridian. Mr. Mason is also an officer and director and

50%

shareholder of Merhold Property Trust ("MPT"). Mr. Mason and Mr. Bristow are both officers and directors and both own

50%

of Merhold Cape Property Trust ("MCPT"). Mr. Mason and Mr. Bristow are officers and owners of Merhold Holding Trust ("MHT") which provides similar services like MPT. MPT owns the building where Meridian is headquartered and also owns

vehicles, all of which are subleased to Meridian. MCPT provides a fleet of

172

vehicles to Meridian under a

year lease program. These leases are provided to Meridian at local market rates included in the summary table below.

SPAR Todopromo is a consolidated international subsidiary of the Company and is owned

51%

by SGRP and

49%

by the following individuals: Mr. Juan F. Medina Domenzain, Juan Medina Staines, Julia Cesar Hernandez Vanegas, and Jorge Medina Staines. Mr. Juan F. Medina Domenzain is an officer and director of SPAR Todopromo and is also majority shareholder (

90%

) of CONAPAD ("CON") which supplied administrative and operational consulting support to SPAR Todopromo in

2016.

Mr. Juan F. Medina Domenzain ("JFMD"), partner in SPAR Todopromo, leased a warehouse to SPAR Todopromo. The lease expires on

December 31, 2020.

September 8, 2016,

the Company (through its Cayman Islands subsidiary) acquired

100%

ownership of SGRP Brasil Participações Ltda. ("SGRP Holdings"), a Brazilian limitada (which is a form of limited liability company). SGRP Holdings then completed the formation and acquired a majority of the stock of SPAR Brasil Serviços de Merchandising e Tecnologia S.A., a Brazilian corporation ("SPAR BSMT"). SGRP Holdings and SPAR BSMT are consolidated subsidiaries of the Company. SPAR BSMT is owned

51%

by the Company,

39%

by JK Consultoria Empresarial Ltda.-ME, a Brazilian limitada ("JKC"), and

10%

by Earth Investments, LLC, a Nevada limited liability company ("EILLC").

September 13, 2016.

JDM also is a director of SPAR BSMT. Accordingly, JKC and JDM are each a related party in respect of the Company. EILLC is owned by Mr. Peter W. Brown, a citizen and resident of the USA ("PWB") and a director of SPAR BSMT and SGRP and nephew of SGRP"s largest shareholder, Robert G. Brown. Accordingly, PWB and EILLC are each 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

(

) Represent loans from the local investors into the Company's subsidiaries (representing their proportionate share of working capital loans). The loans have

payment terms and are due on demand and as such have been classified as current liabilities in the Company's consolidated financial statements.

Affinity Insurance:

In addition to the above, through

August 1, 2018,

SAS purchased insurance coverage from Affinity Insurance, Ltd. ("Affinity") for worker compensation, casualty and property insurance risk for itself, for SBS on behalf of Field Specialists that require such insurance coverage (if they do

not

provide their own), and for the Company. SAS owns a minority (less than

) of the common stock in Affinity. Based on informal arrangements between the parties, the Affinity insurance premiums for such coverage were ultimately charged (through SAS) for their fair share of the costs of that insurance to SMF, SAS (which then charges the Company) and SBS. Since

August 1, 2018,

the new independent vendor providing the Company's Field Administrators also is a member of and provided such insurance through Affinity for itself and on behalf of the Field Specialists that require such insurance coverage (if they do

not

provide their own), and the Company is obtaining its own such insurance through Affinity (in which the Company is also now a member).

2013

through

August 1, 2018,

SAS deposited Cash Collateral with Affinity that now totals approximately

$965,000;

approximately

$379,000

of that Cash Collateral was allocable to SBS and approximately

$296,000

of that Cash Collateral was allocable to SMF and the balance of approximately

$290,000

was allocated to other affiliates of the Company. The Cash Collateral deposits allocable to SBS have been paid by SAS on behalf of SBS, SAS received advances to make such payments from SBS, and SBS in turn received advances to make such payments from SMF.

$675,000

of the Cash Collateral deposits allocable to SAS have been paid with advances to make such payments from SMF. The Cash Collateral deposits allocable to SMF have been paid by SAS on behalf of SMF, and SAS received advances to make such payments from SMF. At the time those advances were requested by Mr. Brown be made by the Company to SAS and SBS, they were

not

specifically disclosed by Mr. Robert G. Brown (then SGRP executive Chairman), Mr. William H. Bartels (SGRP Vice Chairman then and now) or Mr. James R. Segreto (Chief Financial Officer), to or approved by the Audit Committee or Board (as a related party transaction or otherwise), and at the time Mr. Brown and Mr. Bartels were the sole owners and executives of SAS and SBS. In addition to funding such Cash Collateral, the Company believes that it has provided (after

1999

) all of the funds for all premium payments to and equity investments in Affinity and that the Company

may

be owed related amounts by SAS, SBS and their affiliates.

$226,000

to SAS for the

2019

2020

Affinity plan year based on estimates that assumed SBS and SAS would be providing services to the Company for the full plan year. However, the Company terminated their services at the end of

July 2018

therefore, that insurance was required for only

one

month's payroll. Upon completion of the Affinity audit for the Affinity

2019

2020

plan year, the Company anticipates that SAS will receive a premium refund from Affinity of approximately

$150,000

and will be obligated to repay that amount to the Company.

Affinity from time to time

may (

in the case of a downward adjustment in such periodic premiums or the Cash Collateral) make refunds, rebates or other returns of such periodic premiums and Cash Collateral deposits to SAS for the benefit of itself, SBS and SMF (including any premium refund, as returned or returnable, "Affinity Returns"). The Company believes that SAS is obligated to return to SMF any and all Affinity Returns allocable to SMF in repayment of the corresponding advances from SMF and allocable to SAS in repayment of the corresponding advances from SMF. The Company also believes that SAS is obligated to return to SBS, and SBS is obligated to return to SMF, any and all Affinity Returns allocable to SBS in repayment of the corresponding advances. The Company believes that SBS and SAS will have limited operations after

August 1, 2018,

that the litigation and likely resulting financial difficulties facing SBS are significant, and that without adequate security, those circumstances puts such repayments to the Company at a material risk.

SMF had been in negotiations with SBS and SAS (respectively represented by Robert G. Brown and William H. Bartels, who together own over

59%

of SGRP's common stock) since

November 2017

for reimbursement and security agreements to document and secure those advances and repayment obligations, which advances total approximately

$675,000.

Although SBS and SAS had orally accepted those agreements in principal, the negotiations have recently broken down over their refusal to allow enforceable

first

priority security interests in the Cash Collateral and SAS's policies with and equity interests in Affinity, as well as their demands for post-termination payments and offsets potentially larger than the Cash Collateral. As a result the Company has recorded a reserve for the full

$901,000

in such receivables in

2018.

The Company is exploring its legal options for recovering the Affinity Returns from SAS and SBS. See Note

to the Company's Consolidated Financial Statements -

Commitments and Contingencies

, below.

The Company has filed a claim for

$375,000

respecting the Affinity Cash Collateral loan to SBS in the SBS Chapter

Proceeding. See Note

to the Company's Consolidated Financial Statements -

Commitments and

Contingencies --

SBS Bankruptcy

below.

Other Related Party Transactions and Arrangements

July 1999,

SMF, SBS and SIT entered into a perpetual software ownership agreement providing that each party independently owned an undivided share of and has the right to unilaterally license and exploit certain portions of the Company's proprietary scheduling, tracking, coordination, reporting and expense software (the "Co-Owned Software") are co-owned with SBS and Infotech and each entered into a non-exclusive royalty-free license from the Company to use certain "SPAR" trademarks in the United States (the "Licensed Marks"). As a result of the SBS Chapter

Case, SBS' rights in the Co-Owned Software and Licensed Marks are assets of SBS' estate, subject to sale or transfer in any court approved reorganization or liquidation. See Note

to the Company's Consolidated Financial Statements - Commitments and Contingencies --

Legal Matters, Related Party Litigation

and

SBS Bankruptcy

, below.

Through arrangements with the Company, SBS (owned by Mr. Brown and prior to

December 2018

was owned by Mr. Bartels), 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.

SBS Bankruptcy

The Company received

services from SBS after the termination of SBS' services took effect. Furthermore, even though SBS was solely responsible for its operations, methods and legal compliance, SBS continues to claim that the Company is somehow liable to reimburse SBS for its expenses in those proceedings. The Company does

not

believe there is any basis for such claims and would defend them vigorously. The Company anticipates that SBS

may

use every available means to attempt to collect reimbursement from the Company for the foreseeable future for all of its post-termination expense. See

Domestic Transactions

, above.

November 23, 2018,

SBS petitioned for bankruptcy protection under chapter

of the United States Bankruptcy Code in the U.S. District for Nevada (the "SBS Chapter

Case"), so the pre-petition claims of SBS' creditors must now have to be made in the SBS Chapter

Case. On

March 11, 2019,

the Bankruptcy Court entered an order modifying the automatic stay in the SBS Chapter

Case to permit the plaintiffs in the Clothier Case to proceed with the

second

part of their case to determine damages in the same California Court that rendered the Clothier Determination. The Bankruptcy Court did

not

modify the automatic stay to permit collection of any resulting damage award from SBS absent further Bankruptcy Court order, and absent such further order, any damage award in Clothier Case will therefore have to be pursued as against SBS in the SBS Chapter

Case.

On the advice of SGRP's bankruptcy counsel, management reported and the Audit Committee agreed that while SBS is in the SBS Chapter

Case; (a) SBS cannot legally pay the

third

-party pre-petition invoices and other emailed claims sent via email from SBS to the Company, which are unsecured claims ordinarily payable in chapter

as part of the unsecured creditor claim pool (potentially pennies or less per dollar) without specific legal authorization or court order (including under a Bankruptcy Court approved reorganization plan, which is the usual mechanism for paying non-priority claims in a chapter

case); (b) any SGRP payment to SBS would likely be utilized to fund the SBS Chapter

Case and after that to pay the Clothier claims and other unsecured claimants; (c) SGRP and SMF claims against SBS (including, without limitation, reimbursement claims for funding the Affinity Security Deposits and field payment checks that would have otherwise bounced and indemnification for the Clothier settlement and legal costs) must be and have been asserted in the SBS Chapter

Case and can only be satisfied in that case through a Court permitted setoff (potentially dollar-for-dollar), or from the unsecured creditor pool (potentially pennies or less per dollar); (d) any resolution of claims between SBS and SGRP sought (at this time) by SBS from the Bankruptcy Court requires such court's approval after notice to creditors (including the plaintiffs in the Clothier Case) and the U.S. Trustee, so finality can only be achieved in the SBS Chapter

Case; and (e) when SBS seeks payment through the Bankruptcy Court (whether for pre- or post-petition claims), SGRP has the right to defend them on the merits and to assert an offset for amounts owed to SMF and SGRP (potentially dollar-for-dollar).

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

Case in order to preserve their value (including as an offset against SBS' claims), particularly since those claims against SBS exceed amounts potentially owed to SBS; (ii)

not

to voluntarily pay any SBS obligations directly to targeted SBS creditors, as such payments would reduce that offset value (potentially dollar-for-dollar), subvert the bankruptcy process and potentially expose SGRP and SMF to direct future liability (for example, liability for a lawsuit if SGRP voluntarily pays for its defense); and (iii) only to make payments to or on behalf of SBS to the extent proven and required in the SBS Chapter

Case or other court with jurisdiction over the dispute.

As a result of the SBS Chapter

Case, the claims of SBS' creditors must now generally be pursued in the SBS Chapter

Case. On

March 11, 2019,

the Bankruptcy Court entered an order modifying the automatic stay in the SBS Chapter

Case to permit the plaintiffs in the Clothier Case to proceed with the

second

part of the case to determine damages against SBS in the same California Court that rendered the Clothier Determination. However, the Bankruptcy Court did

not

modify the automatic stay to permit collection from SBS of any resulting damage award against it absent further Bankruptcy Court order, and therefore and absent such further order, any such damage award will have to be pursued against SBS in the SBS Chapter

Case. Accordingly, the Company believes there can be

assurance that SBS will ever be able to fully pay any such damage award resulting from any determination in the Clothier Case or any other judgment or similar amount resulting from any legal determination adverse to SBS.

A review of the SBS' filings in the SBS Chapter

Case shows that SBS has listed the Company as a contingent, unliquidated, disputed creditor, but in its most recently filed amended schedules in that Case, SBS has

not

expressly scheduled any claims of SBS against the Company. In this regard, on

January 10, 2019,

SBS filed schedules that reflected a note receivable in the amount of

$300,000

due from the Company. However, on both

February 7

and

12,

2019,

SBS filed amended schedules that omitted such note receivable. SBS' amended schedules filed on

February 12, 2019,

reflects a

$300,000

increase in SBS' accounts receivable.

None

of those schedules name the companies owing those receivables. In depositions Mr. Brown has testified as to various amounts that

may

be owed to SBS by various parties (including the Company) but the Company has

not

been able to independently verify the accuracy of such testimony, and any such testimony would

not

be conclusive evidence or proof of such claim against the Company, and could be corrected or disclaimed as an error afterwards. In any event, the Company believes that it owes nothing to SBS while the Company has substantial claims asserted against SBS.

March 18, 2019,

the Company filed claims in the SBS Chapter

Case seeking reimbursement for

$378,838

for SMF's funding of the Affinity Security Deposits and

$12,963

for SMF's funding of the field payment checks that would have otherwise bounced, and

$1,839,459

for indemnification of SGRP for the Clothier settlement (see below) and legal costs and an unspecified amount for indemnification of SGRP for the Hogan action (see Note

to the Company's Consolidated Financial Statements,

Commitments and Contingencies

Legal Matters

SBS

Clothier

Litigation

, below) and other yet to be discovered indemnified claims.

XML 23 R12.htm IDEA: XBRL DOCUMENT

Note 6 - Preferred Stock

3 Months Ended

Mar. 31, 2019

Preferred Stock [Text Block]

6.	Preferred Stock

SGRP's certificate of incorporation authorizes it to issue

3,000,000

shares of preferred stock with a par value of

$0.01

per share (the "SGRP Preferred Stock"), which

may

have such preferences and priorities over the SGRP Common Stock and other rights, powers and privileges as the Company's Board of Directors

may

establish in its discretion from time to time. The Company has created and authorized the issuance of a maximum of

3,000,000

shares of Series A Preferred Stock pursuant to SGRP's Certificate of Designation of Series "A" Preferred Stock (the "SGRP Series A Preferred Stock"), which have dividend and liquidation preferences, have a cumulative dividend of

10%

per year, are redeemable at the Company's option and are convertible at the holder's option (and without further consideration) on a

one

-to-

one

basis into SGRP Common Stock. The Company issued

554,402

of SGRP shares to affiliated retirement plans, which were all converted into common shares in

2011

(including dividends earned thereon), leaving

2,445,598

shares of remaining authorized preferred stock. At

March 31, 2019,

shares of SGRP Series A Preferred Stock were issued and outstanding.

XML 24 R13.htm IDEA: XBRL DOCUMENT

Note 7 - Stock-Based Compensation and Other Plans

3 Months Ended

Mar. 31, 2019

Share-based Payment Arrangement [Text Block]

7.	Stock-Based Compensation and Other Plans

In connection with the

2018

Annual Meeting, the Board, based (in part) on the recommendation of its Compensation Committee, approved the modification of the proposed SPAR Group, Inc.

2018

Stock Compensation Plan (the

"2018

Plan") to remove all adjustments for prior plans, continuing awards and share recycling, which the Board determined was within its authority and

not

materially adverse to the interest of SGRP's existing stockholders. The SPAR Group, Inc.

2018

Stock Compensation Plan (including the above changes) was approved by the stockholders on

May 2, 2018.

The

2018

Plan and information regarding options, stock appreciation rights, restricted stock and restricted stock units granted thereunder are summarized below. The

2018

Plan is substantially similar to the

2008

Plan except for its

one

-year initial term and resetting the maximum award shares available to

600,000

under the

2018

Plan. The

2008

Plan terminated upon the adoption of the

2018

Plan, and thereafter

further Awards

may

be made under the

2008

Plan. There were approximately

345,750

SGRP shares remaining for grant Awards that were cancelled at that date.

The

2018

Plan has an initial term that ends on

May 31, 2019,

and

Award

may

be granted thereafter under this Plan, unless an extension or elimination of such initial term Plan is approved by stockholders of SGRP if and as required pursuant to the

2018

Plan. In any event,

Award

may

be granted under the

2018

Plan on or after the

tenth

(

10th

) anniversary of the Effective Date of the

2018

Plan unless an extension of the term of the

2018

Plan is approved by stockholders of SGRP if and as required pursuant to the

2018

Plan and Applicable Law. Awards granted prior to the end of the term of the

2018

Plan shall continue to be governed by the

2018

Plan (which

2018

Plan shall continue in full force and effect for that purpose).

The

2018

Plan resets and limits the maximum number of shares of Common Stock that

may

be issued pursuant to Awards made under the plan to

600,000

shares (the

"2018

Plan Maximum").

The

2018

Plan will permit the granting of Awards consisting of options to purchase shares of Common Stock ("Options"), stock appreciation rights ("SARs"), restricted stock ("Restricted Stock"), and restricted stock units ("RSUs"). The

2018

Plan permits the granting of both Options that qualify under Section

422

of the United States Internal Revenue Code of

1986

as amended (the "Code") for treatment as incentive stock options ("Incentive Stock Options" or "ISOs") and Options that do

not

qualify under the Code as Incentive Stock Options ("Nonqualified Stock Options" or "NQSOs"). ISOs

may

only be granted to employees of SGRP or its subsidiaries.

The shares of Common Stock that

may

be issued pursuant to the Options, SARs, Restricted Stock and RSUs under the

2018

Plan are all subject to the

2018

Plan Maximum.

2008

Stock Compensation Plan (as amended, the

"2008

Plan"), which was approved by SGRP's stockholders in

May

2008

and

2009.

The

2008

Plan provides for the granting of restricted SGRP shares, stock options to purchase SGRP shares (either incentive or nonqualified), and restricted stock units, stock appreciation rights and other awards based on SGRP shares ("Awards") to SGRP Directors and the Company's specified executives, employees and consultants (which are employees of certain of its affiliates), although to date SGRP has

not

issued any permissible form of Award other than stock option, restricted share awards, and performance stock units. At the

May 3, 2018

Annual meeting of stockholders, the

2008

Plan was terminated. At that time, the

2018

Plan was approved by SGRP’s stockholders.

As of

March 31, 2019,

approximately

325,000

shares were available for Award grants under the

2018

Plan. In the

first

quarter, there were

options awarded. As of

May 15,

there were

310,000

shares awarded, leaving

15,000

shares of SGRP's common stock available for grant under the

2018

Plan.

The Company recognized

$46,000

and

$43,000

in stock-based compensation expense relating to stock option awards during the

three

month periods ended

March 31, 2019

and

2018,

respectively. The tax benefit available from stock based compensation expense related to stock option during both the

three

months ended

March 31, 2019

and

2018

was approximately

$11,000.

As of

March 31, 2019,

total unrecognized stock-based compensation expense related to stock options was

$365,000.

During the

three

months ended

March 31, 2019

and

2018,

the Company recognized approximately

$3,000

and

$6,000,

respectively of stock based compensation expense related to restricted stock. The tax benefit available to the Company from stock based compensation expense related to restricted stock during the

three

months ended

March 31, 2019

and

2018

was approximately

$1,000

and

$2,000,

respectively. As of

March 31, 2019,

total unrecognized stock-based compensation expense related to unvested restricted stock Awards was

$2,000.

XML 25 R14.htm IDEA: XBRL DOCUMENT

Note 8 - Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Text Block]

8.	Commitments and Contingencies

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

anticipated to have a material adverse effect on the Company or its estimated or desired affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, legal costs, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results or condition.

RELATED PARTIES AND RELATED PARTY LITIGATION:

not

under the control or part of the consolidated Company. SBS is an affiliate because it is owned by Robert G. Brown and William H. Bartels. SAS is an affiliate because it is owned by William H. Bartels and certain relatives of Robert G. Brown or entities controlled by them (each of whom are considered affiliates of the Company for related party purposes). Infotech is an affiliate because it is owned by Robert G. Brown. See Note

to the Company's Consolidated Financial Statements -

Related Party Transactions – Domestic Transactions,

above. Mr. Brown and Mr. Bartels are the Majority Stockholders (see below) and founders of SGRP, Mr. Brown was Chairman and an officer and director of SGRP through

May 3,

3018

(when he retired), and Mr. Bartels was and continues to be Vice Chairman and a director and officer of SGRP. Mr. Brown and Mr. Bartels also have been and are stockholders, directors and executive officers of various other affiliates of SGRP.

Delaware Litigation Settlement

January 18, 2019,

SGRP, Robert G. Brown, a substantial stockholder of SGRP and former Executive Chairman and director of SGRP, William H. Bartels, a substantial stockholder of SGRP and current Vice Chairman and director and officer of SGRP (together with Robert G. Brown, the "Majority Stockholders"), and Christiaan Olivier, Chief Executive Officer, President and a Director of SGRP, and all

four

of the members of the Governance Committee, namely Lorrence T. Kellar, Chairman, and Jack W. Partridge, Arthur B. Drogue and R. Eric McCarthey (together with Mr. Olivier, the

"225

Defendants"), reached a settlement (the "Settlement") in the By-Laws Action and the

225

Action as such terms are defined below (collectively, the "Actions) and had the Actions then dismissed.

September 4, 2018,

SGRP filed in the Court of Chancery of the State of Delaware (the "Court") a claim, C.A.

No.

2018

0650,

which it amended on

September 21, 2018 (

the "By-Laws Action "), in a Verified Complaint Seeking Declaratory Judgment and Injunctive Relief against the Majority Stockholders. SGRP sought to invalidate the proposed amendments to SGRP's By-Laws put forth in a written consent by the Majority Stockholders (the "Proposed Amendments") because the Board's Governance Committee believed that the Proposed Amendments would have negatively impacted all stockholders (particularly minority stockholders) by (among other things) weakening the independence of the Board through new supermajority requirements, eliminating the Board's independent majority requirement, and subjecting various functions of the Board respecting vacancies on the Board to the prior approval of the holders of a majority of the Common Stock (i.e., the Majority Stockholders), and thus also potentially reducing the representation of SGRP's minority stockholders.

September 18, 2018,

Robert G Brown (

one

of the Majority Stockholders) commenced an action in the Court pursuant to

Del. C.

§225

(a) from (C.A.

No.

2018

00687

-TMR) (the

"225

Action") against the

225

Defendants seeking to remove Lorrence T. Kellar from the Board and add Jeffrey Mayer to the Board.

September 20, 2018,

the Court issued a Status Quo Order in the

225

Action (the "Status Quo Order") that (among other things) seated Jeffrey Mayer on the Board, provided for Lorrence T. Kellar to remain seated on the Board, and effectively increased the Board size from

seven

eight

for the duration of the order.

The By-Laws Action was dismissed upon the filing of the Stipulation of Dismissal. On

January 23, 2019,

the Court granted the dismissal of the

225

Action and vacated its previously entered Status Quo Order entered in that action.

As part of the Settlement, on

January 18, 2019,

the Board of Directors of the Corporation (the "Board") appointed Jeffrey Mayer to the Board and accepted Lorrence T. Kellar's retirement from the Board. The Board also appointed Mr. Mayer to the Board's Compensation Committee on the recommendation of its Governance Committee.

Mr. Mayer was

first

seated on the Board on

November 20, 2018,

pursuant to the Status Quo Order (see Settled Actions above), which order has now been vacated. Mr. Mayer had previously been determined

not

to be independent because he was unilaterally chosen by the Majority Stockholders, so as a result of the Status Quo Order and resulting change in Board composition, SGRP received a notification letter from Nasdaq dated

December 13, 2018,

stating that SGRP

longer satisfies Nasdaq's majority independent director requirement (the "Nasdaq Board Independence Deficiency"), as set forth in Nasdaq Listing Rule

5605

(b)(

may

participate in discussions but will be excluded and shall recuse himself from any and all decisions of the Board and applicable Board Committees respecting any Related Party Matter. "Related Party Matter" shall mean any payment to or for, or any transaction or litigation with, Robert G. Brown, William H. Bartels, any of their respective family members, or any company or other business or entity directly or indirectly owned or controlled by any

one

or more of Mr. Brown, Mr. Bartels or their respective family members.

The Governance Committee and the Board believe that such re-evaluation and redetermination (together with the

2019

Restated By-Laws described below) will help the Corporation maintain the independent Board desired by the Governance Committee and the Board and required under Nasdaq rules, and correct the Nasdaq Board Independence Deficiency.

In the Settlement the parties agreed to amend and restate SGRP's By-Laws (the

"2019

Restated By-Laws") with negotiated changes to the Proposed Amendments that preserve the current roles of the Governance Committee and Board in the location, evaluation, and selection of candidates for director and in the nominations of those candidates for the annual stockholders meeting and appointment of those candidates to fill Board vacancies (other than those under a stockholder written consent making a removal and appointment, which is unchanged). The Board approved and adopted the

2019

Restated By-Laws on

January 18, 2018.

The Governance Committee and the Board believe that those changes in the

2019

Restated By-Laws will help the Corporation maintain the independent Board desired by them.

2019

Restated By-Laws, including the following:

●

Any vacancy that results from the death, retirement or resignation of a director that remains unfilled by the directors for more than

days

may

be filled by the stockholders.

●

Certain stockholder proposals

may

now be made up to the

90th

day prior to the

first

anniversary of the preceding year's Annual Meeting.

●

The Board size has been fixed at

seven

and can only be changed by the stockholders (as provided in the Proposed Amendments).

●

The section requiring majority Board independence has been removed (as provided in the Proposed Amendments).

●

A "super majority" vote of at least

75%

of all directors is now required for (and any

two

directors can block) any of the following (as provided in the Proposed Amendments):

Issuance of more than

500,000

shares of stock (other than under the Corporation's stock compensation plans);

Issuance of any preferred stock;

Declaration of any non-cash dividend on the shares of capital stock of the Corporation;

By-Laws modification;

Formation or expansion of the authority of any Committee or subcommittee; or

Appointment or removal of any Committee director.

The descriptions of the negotiated compromise

2019

Restated By-Laws above are qualified in their entirety by reference to the copy of the

2019

Restated By-Laws.

January 18, 2019.

Advancement Claims

, below).

Advancement Claims

In an email to Arthur Drogue, SGRP's Chairman, on

October 3, 2018,

and in subsequent calls with him, William H. Bartels, a substantial stockholder of SGRP and current Vice Chairman and director and officer of SGRP (and

one

of the Majority Stockholders), requested indemnification for his legal fees and expenses incurred in his defense of the By-Laws Case brought by SGRP against him and Mr. Brown.

November 2, 2018,

in a letter from his counsel, Mr. Bartels demanded advancement of his proportionate share of the legal fees and expenses incurred in his defense of the By-Laws Case against him.

SGRP's Audit Committee determined on

November 5, 2018,

that Mr. Bartels was

not

entitled to indemnification by SGRP for his fees and expenses incurred in his defense of the By-Laws Case because (among other things) Mr. Bartels was sued predominately as a stockholder in the By-Laws Case and

not

as a director and the By-Laws Case alleged numerous instances of improper conduct by Mr. Bartels that could preclude indemnification under the Corporation's By-Laws. However, the Audit Committee made

determination regarding improper conduct or the issue of advancement.

November 28, 2018,

Mr. Bartels filed with the Court a Verified Complaint For Advancement against SGRP (the "Bartels Advancement Complaint") seeking advancement of his proportionate share of the legal fees and expenses incurred in the By-Laws Case against him ("Allocated By-Laws Expenses"). In evaluating the Bartels Advancement Complaint, counsel advised SGRP that generally advancement was somewhat different than indemnification in that money was advanced on the condition (which Bartels have accepted in writing) that the advances be repaid if indemnification was determined to be improper on the grounds of improper conduct or otherwise.

December 2018

SGRP reached agreement with Mr. Bartels through counsel to conditionally make his reasonably documented Allocated By-Laws Expenses (the "Bartels Advancement Settlement"), pursuant to which payment to Mr. Bartels of the accepted Allocated By-Laws Expenses was made in

April 2019.

If Mr. Bartels is ultimately determined

not

to be entitled to indemnification, he could still be obligated to return all amounts advanced to him by SGRP.

December 3, 2018,

Robert G. Brown sent an email to Mr. McCarthey, Chairman of SGRP's Audit Committee, demanding advancement from SGRP for his proportionate share of the legal fees and expenses incurred by him in the By-Laws Case against him (the "Brown Advancement Demand").

Counsel advised that Brown had been sued as a stockholder and conspirator in the By-Laws Action against him, and

not

as a director, and they didn't believe Brown could reasonably and successfully bring or wage a lawsuit for advancement. SGRP, with the support of its Audit Committee, rejected the Brown Advancement Demand, stating that "The bylaw action does

not

sue you in your capacity as an officer or director of the company. Section

6.02

of the bylaws requires the proceeding subject to advancement to be brought "by /reason of the Indemnitee's position with the Corporation or any of its subsidiaries … at the request of the Corporation …." This provision does

not,

and was

not

intended to, cover shareholders for advancement.

January 27, 2019,

Mr. Brown sent a draft of his proposed Delaware litigation complaint in an email to Arthur Drogue, SGRP's Chairman, threatening to sue SGRP respecting the Brown Advancement Demand, which he repeated in an email to Mr. McCarthey on

February 2, 2019.

such complaint has been filed by Mr. Brown through

May 6, 2019,

and SGRP continues to deny the Brown Advancement Demand.

SBS Bankruptcy

The Company received

services from SBS after the termination of SBS' services took effect. Furthermore, even though SBS was solely responsible for its operations, methods and legal compliance, SBS continues to claim that the Company is to reimburse SBS for its expenses in various cases and state proceedings. The Company anticipates that SBS

may

use every available means to attempt to collect reimbursement from the Company for the foreseeable future for all of their post-termination expense. The Company does

not

believe there is any basis for such claims and would defend them vigorously. See Note

to the Company's Consolidated Financial Statements -

Related Party Transactions – Domestic Transactions

, above.

November 23, 2018,

SBS petitioned for bankruptcy protection under chapter

of the United States Bankruptcy Code in the U.S. District for Nevada (the "SBS Chapter

Case"), so the pre-petition claims of SBS' creditors now must be made in the SBS Chapter

Case. On

March 11, 2019,

the Bankruptcy Court entered an order modifying the automatic stay in the SBS Chapter

Case to permit the plaintiffs in the Clothier Case to proceed with the

second

part of their case to determine damages in the same California Court that rendered the Clothier Determination. The Bankruptcy Court did

not

Case.

On the advice of SGRP's bankruptcy counsel, management reported and the Audit Committee agreed that while SBS is in the SBS Chapter

Case; (a) SBS cannot legally pay the

third

-party pre-petition invoices and other emailed claims sent via email from SBS to the Company, which are non-priority claims (

i.e

., claims that both are unsecured and lack administrative priority) payable in chapter

case); (b) any SGRP payment to SBS would likely be utilized to fund the SBS Chapter

Case and after that to pay the Clothier claims and other non-priority claimants; (c) SGRP and SMF non-priority claims against SBS (including, without limitation, reimbursement claims for funding the Affinity Security Deposits and field payment checks that would have otherwise bounced and indemnification for the Clothier settlement and legal costs) must be and have been asserted in the SBS Chapter

Case and can only be satisfied in that case only through a Court permitted setoff (potentially dollar-for-dollar), or from the unsecured creditor pool (potentially pennies or less per dollar); (d) any resolution of claims between SBS and SGRP sought (at this time) by SBS from the Bankruptcy Court requires such court's approval after notice to creditors (including the plaintiffs in the Clothier Case) and the U.S. Trustee, so finality can only be achieved in the SBS Chapter

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

Case in order to preserve their value (including as an offset against SBS' claims), particularly since those claims against SBS exceed amounts potentially owed to SBS; (ii)

not

Case or other court with jurisdiction over the dispute.

As a result of the SBS Chapter

Case, the claims of SBS' creditors must now generally be pursued in the SBS Chapter

Case. On

March 11, 2019,

the Bankruptcy Court entered an order modifying the automatic stay in the SBS Chapter

Case to permit the plaintiffs in the Clothier Case to proceed with the

second

part of the case to determine damages against SBS in the same California Court that rendered the Clothier Determination. However, the Bankruptcy Court did

not

Case. Accordingly, the Company believes there can be

March 18, 2019,

the Company filed claims in the SBS Chapter

Case seeking reimbursement for

$378,838

for SMF's funding of the Affinity Security Deposits

$12,963

for SMF's funding of the field payment checks that would have otherwise bounced,

$1,839,459

for indemnification of SGRP for the Clothier settlement (see below) and legal costs, and an unspecified amount for indemnification of SGRP for the Hogan action (see below) and other yet to be discovered indemnified claims.

Infotech Litigation Against SGRP

September 19, 2018,

SGRP was served with a Summons and Complaint by SPAR InfoTech, Inc. ("Infotech"), an affiliate of SGRP that is owned principally by Robert G. Brown (

one

of the Majority Stockholders, a defendant in the By-Laws Action, and the plaintiff in the

225

Action) as plaintiff commencing a case against SGRP entitled SPAR InfoTech, Inc. v. SPAR Group, Inc., et al., Index

no.

64452/2018

(Supreme Court, Westchester County) (the "Infotech Action"). The Infotech Action seeks payment from SGRP of approximately

$190,000

for alleged lost tax benefits and other expenses that it claims to have incurred in connection with SGRP's acquisition of its Brazilian subsidiary and that were previously denied by both management and SGRP's Audit Committee (which had jurisdiction because Infotech is a related party).

2016,

SGRP acquired SPAR Brasil Serviços de Merchandising e Tecnologia S.A. ("SPAR BSMT"), its Brazilian subsidiary, with the assistance of Robert G. Brown ("Mr. Brown"), who retired as Chairman and an officer and director on

May 3, 2018,

and his nephew, Peter W. Brown, who became a director on

May 3, 2018.

Mr. Brown used his private company, Infotech and undisclosed Irish companies to structure the acquisition for SGRP.

$50,000

of them and disallowed approximately

$150,000

of them. Mr. Brown has repeatedly sought payment of the disallowed expenses, and on

August 4, 2018,

counsel for Infotech (also counsel for SBS and Mr. Brown) sent SGRP a draft complaint for a proposed action by Infotech against SGRP to be filed in the Supreme Court, Westchester County, New York seeking to obtain the disallowed expenses.

September 18, 2018,

Infotech commenced the Infotech Action seeking to obtain those previously disallowed unauthorized expenses, now totaling approximately

$190,000,

to circumvent the adverse determination and objection of SGRP's Audit Committee (whose approval is required by applicable law for such a related party payment).

The parties are now engaged in pretrial settlement discussions and management has accrued for

$75,000

with estimated total liability between

$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

for programming services allegedly owed to

he Company's former Romanian subsidiary (sold at book value to Infotech in

2013

) and

not

provided to Infotech, for which the Company vigorously denies liability. Infotech has given a draft complaint to the Company.

SBS Field Specialist Litigation

August 2018

by SBS, the Company's affiliate. SBS is

not

a subsidiary or in any way under the control of SGRP, SBS is

not

consolidated in the Company's financial statements, SGRP does

not

manage, direct or control SBS, and SGRP does

not

participate in or control the defense by SBS of any litigation against it. The Company terminated its relationship with SBS and received

services from SBS after

July 27, 2018.

For affiliation, termination, contractual details and payment amounts, see Note

to the Company's Consolidated Financial Statements -

Related Party Transactions

Domestic Related Party Services

, above.

July 2018,

in the amount of

$50,000,

after determination (on a case by case basis) that those defense expenses were costs of providing services to the Company.

March 2017,

the Company advised SBS that, since there was

Related Party Transactions

Domestic Related Party Services

, above. SBS has disputed the right of the Company and SGRP's Audit Committee to review and decide the appropriateness of the reimbursement of any of those related party defense and other expense reimbursements. As provided in SBS' Prior Agreement, the Company is

not

obligated or liable, and the Company has

not

otherwise agreed and does

not

believe it has ever done so (other than in insignificant nuisance amounts).

As a result of the SBS Chapter

Case (see above), there can be

assurance that SBS will ever be able to satisfy any such judgment or similar claim or amount resulting from any adverse legal determination See

Commitments and Contingencies --

SBS Bankruptcy,

above.

May

2018

to shift to an all employee servicing model for Field Specialists to support the performance of the Company's services in California for clients in this critical market. As previously noted, management currently estimates that the potential incremental annual cost of this change in California from

third

party independent contractors to Company employees could be substantial.

third

party company who would provide comparable services on substantially better terms, the Company terminated the services of SBS effective

July 27, 2018,

and the Company has engaged that independent

third

party company to provide the Field Specialist services formerly provided by SBS.

Current material and potentially material proceedings against SBS and, in

one

instance, the Company are described below. These descriptions are based on an independent review by the Company and do

not

reflect the views of SBS, its management or its counsel.

SBS Clothier Litigation

June 30, 2014,

Ms. Clothier filed suit against SBS and the Company styled Case

No.

RG12

639317,

in the Superior Court in Alameda County, California (the "Clothier Case"), in which Ms. Clothier asserted claims on behalf of herself and a putative class of similarly situated merchandisers in California who are or were classified by SBS as independent contractors at any time between

July 16, 2008,

and

June 30, 2014.

Ms. Clothier alleged that she and other class members were misclassified by SBS as independent contractors and that, as a result of this misclassification, the defendants improperly underpaid them in violation of various California minimum wage and overtime laws. The Company was originally a defendant in the Clothier Case but was subsequently dismissed from the action without prejudice (meaning it could have joined back into the case).

The court ordered that the case be heard in

two

phases. Phase

one

was limited to the determination of whether members of the class were misclassified as independent contractors. After hearing evidence, receiving post-trial briefings and considering the issues, the Court issued its Statement of Decision on

September 9, 2016,

finding that the class members had been misclassified by SBS as independent contractors rather than employees (the "Clothier Determination"). The plaintiffs and SBS have now moved into phase

two

to determine damages (if any), which has included discovery as to the measure of damages in this case.

The plaintiffs and SBS are still proceeding with the damages phase of the Clothier Case, which trial was scheduled for

December

2018

but was temporarily stayed as a result of the SBS Chapter

Case (see above and below).

Facing significant potential damages in the Clothier Case, SGRP chose, and on

June 7, 2018,

entered into mediation with the plaintiffs and plaintiff's counsel in the Clothier Case to try to settle any potential future liability for any possible judgment against SGRP in that case. SGRP asked SBS to participate financially and provide its knowledge in that mediation, but SBS and its stockholders wanted SGRP to bear the full cost of any settlement and on several occasions they declined or failed to participate in that mediation. SGRP disagreed, insisting on the Majority Stockholders' and SBS' economic participation. After extensive discussions, SGRP reached a settlement and entered into a memorandum of settlement agreement, which is subject to court approval and

not

likely to become final until several months into

2019

if and when the settlement is approved by the court. If approved, SGRP will pay a maximum settlement amount of

$1.3

million, payable in

four

equal annual installments that commence

days after the settlement becomes final, and the Company will be released by plaintiff and the settlement class from all other liability under the Clothier Case (the "Clothier Settlement"). SBS did

not

participate in the Clothier Settlement and will

not

be released. The Company has recorded a

$1.3

million charge for the Clothier Settlement during

2018.

March 21, 2019,

the court issued a tentative ruling preliminarily approving the Clothier settlement.

Since SGRP has

further involvement in the Clothier Case, SGRP stopped paying (as of

June 7, 2018)

for SBS' legal expenses (defense and appeal) in the Clothier Case and notified SBS. Defendants continue to demand that those expenses be reimbursed by SGRP.

As a result of the SBS Chapter

Case (see above), the claims of SBS' creditors must now generally be pursued in the SBS Chapter

Case. On

March 11, 2019,

the Bankruptcy Court entered an order modifying the automatic stay in the SBS Chapter

Case to permit the plaintiffs in the Clothier Case to proceed with the

second

part of the case to determine damages against SBS in the same California Court that rendered the Clothier Determination. However, the Bankruptcy Court did

not

Case. Accordingly, the Company believes there can be

to the Company's Consolidated Financial Statements -

Commitments and Contingencies --

SBS Bankruptcy,

above.

SGRP Hogan Litigation

January 6, 2017,

Hogan filed suit against SBS and SGRP (and part of the Company), styled Civil Action

No.

1:17

-cv-

10024

-LTS, in the U.S. District Court for District of Massachusetts. Hogan initially asserted claims on behalf of himself and an alleged nationwide class of similarly situated individuals who provided services to SBS and SGRP as independent contractors. Hogan alleged that he and other alleged class members were misclassified as independent contractors, and as a result of this purported misclassification, Hogan asserted claims on behalf of himself and the alleged Massachusetts class members under the Massachusetts Wage Act and Minimum Wage Law for failure to pay overtime and minimum wages, as well as state law claims for breach of contract, unjust enrichment, quantum meruit, and breach of the covenant of good faith and fair dealing. In addition, Hogan asserted claims on behalf of himself and the nationwide class for violation of the Fair Labor Standards Act's overtime and minimum wage provisions. On

March 28, 2017,

the Company moved to refer Hogan's claim to arbitration pursuant to his agreement, to dismiss or stay Hogan's case pending arbitration, and to dismiss Hogan's case for failure to state a specific claim upon which relief could be granted.

March 12, 2018,

the Court denied both defendants' Motion to Dismiss for failure to state a claim, denied the Motion to Compel Arbitration as to SGRP (because as drafted by SBS, the arbitration clause did

not

reference or protect SGRP), denied the Motion to Stay as to SGRP, and allowed the Motion to Stay as to SBS pending the outcome of the Supreme Court's decision in Epic Systems Corp. v. Lewis. In

May 2018,

the Supreme Court decided arbitration clauses that include an express waiver of a worker's right to bring or participate in a class action did

not

violate the National Labor Relations Act, which resulted in all SBS disputes (but

not

any SGRP disputes) being sent to arbitration. On

April 24, 2018,

SGRP filed a notice of appeal with the First Circuit of the District Court's decision that the arbitration clause (as written by SBS) did

not

protect SGRP. SGRP and Hogan agreed to stay the District Court litigation pending the First Circuit's decision on SGRP's appeal. Briefing on SGRP's appeal closed on

August 8, 2018

and the appeal hearing was heard by the First Circuit on

September 11, 2018.

January 25, 2019,

the First Circuit issued a judgment affirming the District Court's decision that the arbitration clause (as written by SBS) did

not

protect SGRP and remanding the case back to the District Court for further proceedings. As a result, SGRP would have been required to go to trial without SBS.

Facing lengthy and costly litigation and significant potential damages in the Hogan Case, on

March 27, 2019,

SGRP entered into mediation with the plaintiffs and plaintiff's counsel in the Hogan Case to try to settle any potential future liability for any possible judgment against SGRP in that case. SBS and its stockholders were

longer involved in that case and so were

not

involved in that mediation. After extensive discussions, SGRP reached a settlement and entered into a memorandum of settlement agreement, which is subject to court approval and

not

likely to become final until later in

2019

if and when the settlement is approved by the court. If approved, SGRP will pay a maximum settlement amount of

$250,000

(in

three

installments)

one hundred eighty

(

180

) days after the settlement becomes final, and the Company will be released by plaintiff and the settlement class from all other liability under the Hogan Case (the "Hogan Settlement"). The Company has recorded

$250,000

liability as a result of the settlement.

SBS and SGRP Litigation Generally

As a result of the SBS Chapter

Case (see above), the claims of SBS' creditors must now generally be pursued in the SBS Chapter

Case. On

March 11, 2019,

the Bankruptcy Court entered an order modifying the automatic stay in the SBS Chapter

Case to permit the plaintiffs in the Clothier Case to proceed with the

second

part of the case to determine damages against SBS in the same California Court that rendered the Clothier Determination. However, the Bankruptcy Court did

not

Case. Accordingly, the Company believes there can be

to the Company's Consolidated Financial Statements -

Commitments and Contingencies --

SBS Bankruptcy,

above.

XML 26 R15.htm IDEA: XBRL DOCUMENT

Note 9 - Segment Information

3 Months Ended

Mar. 31, 2019

Segment Reporting Disclosure [Text Block]

9.	Segment Information

The Company provides similar merchandising, business technology and marketing services throughout the world, operating within

two

reportable segments, its Domestic Division and its International Division. The Company uses those divisions to improve its administration and operational and strategic focuses, and it tracks and reports certain financial information separately for each of those divisions. The Company measures the performance of its Domestic and International Divisions and subsidiaries using the same metrics. The primary measurement utilized by management is operating profits, historically the key indicator of long-term growth and profitability, as the Company is focused on reinvesting the operating profits of each of its international subsidiaries back into its local markets in an effort to improve market share and continued expansion efforts.

	Three Months Ended March 31 ,
	201 9			201 8
Revenue:
United States	$	18,657		$	18,369
International		38,503			36,210
Total revenue	$	57,160		$	54,579

Operating income (loss):
United States	$	757		$	(320	)
International		976			1,050
Total operating income	$	1,733		$	730

Interest expense:
United States	$	59		$	14
International		140			185
Total interest expense	$	199		$	199

Other (income), net:
United States	$	–		$	30
International		(65	)		(102	)
Total other (income), net	$	(65	)	$	(72	)

Income (loss) before income tax expense:
United States	$	698		$	(364	)
International		901			967
Total income before income tax expense	$	1,599		$	603

Income tax expense (benefit):
United States	$	201		$	(12	)
International		357			190
Total income tax expense	$	558		$	178

Net income (loss):
United States	$	497		$	(352	)
International		544			777
Total net income	$	1,041		$	425

Net income (loss) attributable to non-controlling interest:
United States	$	(97		$	89
International		(325	)		(390	)
Total net income (loss) attributable to non-controlling interest	$	(422	)	$	(301	)

Net income (loss) attributable to SPAR:
United States	$	400		$	(263	)
International		219			387
Total net income (loss) attributable to SPAR Group, Inc.	$	619		$	124

Depreciation and amortization:
United States	$	369		$	382
International		139			160
Total depreciation and amortization	$	508		$	542

Capital expenditures:
United States	$	378		$	635
International		86			437
Total capital expenditures	$	464		$	1,072

Note: There were

inter-company sales for the

three

months ended

March 31, 2019

2018.

	March 31,		December 31 ,
	201 9		201 8
Assets:
United States	$	29,669	$	27,280
International		47,375		41,815
Total assets	$	77,044	$	69,095

	March 31,		December 31,
	20 19		20 18
Long lived assets:
United States	$	4,223	$	2,560
International		5,728		1,715
Total long lived assets	$	9,951	$	4,275

Geographic Data

(in thousands)

	Three Months Ended March 31 ,
	20 19					2018

International revenue:			% of consolidated net revenue					% of consolidated net revenue
Brazil	$	15,532		27.2	%	$	13,410		24.6	%
South Africa		6,534		11.4			7,444		13.6
Mexico		5,287		9.2			5,360		9.8
China		3,279		5.7			2,442		4.5
Japan		2,730		4.8			2,247		4.1
India		2,206		3.9			2,424		4.4
Canada		2,104		3.7			1,934		3.5
Australia		764		1.3			886		1.6
Turkey		67		0.1			63		0.1
Total international revenue	$	38,503		67.3	%	$	36,210		66.2	%

XML 27 R16.htm IDEA: XBRL DOCUMENT

Note 10 - Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2019

Significant Accounting Policies [Text Block]

10.

Recent Accounting Pronouncements

The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”).

Recently Implemented Pronouncements

January 1, 2019,

the Company adopted Accounting Standards Codification (“ASC”)

842,

Leases. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right of use assets and corresponding lease liabilities on the balance sheet. The new guidance requires the Company to continue to classify leases as either operating or financing, with classification affecting the pattern of expense recognition in the income statement. The Company is also required to disclose qualitative and quantitative information about leasing arrangements to enable financial statement users to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASC

842

using a modified retrospective method that did

not

require the prior period information to be restated. ASC

842

also provides a number of optional provisions, known as practical expedients, which companies

may

elect to adopt to facilitate implementation. The Company elected a package of practical expedients which, among other items, precludes the Company from needing to reassess

) whether any expired or existing contracts are or contain leases,

) the lease classification of any expired or existing leases, and

) initial direct costs for any existing leases. In addition, SPAR Group elected an accounting policy to exclude from the consolidated balance sheets the right-of-use ("ROU") assets and lease liabilities related to short-term leases, which are those leases with an initial lease term of

twelve

months or less that do

not

include an option to purchase the underlying asset that SPAR Group is reasonably certain to exercise.

Due to the implementation of selected practical expedients, there was

cumulative effect adjustment to beginning retained earnings. See Note

–Leases for additional disclosures.

January 1, 2019,

the Company also adopted the following Accounting Standards Updates (“ASUs”) which had

material impact on its unaudited condensed consolidated financial statements or disclosures:

	●	ASU 2018 - 07, Compensation—Stock Compensation (Topic 718 ): Improvements to Nonemployee Share-based payment accounting

	●	ASU 2018 - 09, Codification Improvement

	●	ASU 2018 - 16, Derivatives and Hedging—Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes

During

2018,

the Company adopted the following ASU:

●

ASU

No.

2014

(Topic

606

), Revenue from Contracts with Customers - The adoption of ASC

606

did

not

have a material impact on the Company’s existing or new contracts as of

January 1, 2018;

therefore,

cumulative adjustment to beginning retained earnings was required as a result of adoption. The Company adopted using the modified retrospective transition method.

XML 28 R17.htm IDEA: XBRL DOCUMENT

Note 11 - Leases

3 Months Ended

Mar. 31, 2019

Lessee, Operating Leases [Text Block]

11.

Leases

The Company is a lessee under certain operating leases for office space and equipment. Prior to adopting ASC

842,

SPAR followed the lease accounting guidance as issued in ASC

840.

Under ASC

840,

SPAR classified its leases as operating or capital leases based on evaluation of certain criteria of the lease agreement. For leases that contained rent escalations or rent holidays, ASC

840

requires that total rent expense during the lease term be recorded on a straight-line basis over the term of the lease and record the difference between the rents paid and the straight-line rent expense as deferred rent on the balance sheet. Any tenant improvement allowances received from the lessor would also be recorded as a reduction to rent expense over the term of the lease.

ASC

842

requires lessees to recognize leases on the balance sheet as a lease liability with a corresponding ROU, subject to certain permitted accounting policy elections.

Under ASC

842,

SPAR determines, at the inception of the contract, whether the contract is or contains a lease based on whether the contract provides SPAR the right to control the use of a physically distinct asset or substantially all of the capacity of an asset.

Many of SPAR's equipment leases are short-term or cancellable with notice. SPAR’s office space leases have remaining lease terms between

one

and approximately

eleven

years, many of which include

one

or more options to extend the term for periods thereafter. Certain leases contain options to terminate the lease early, which

may

include a penalty for exercising the option. Many of the termination options require notice within a specified period, after which the option is

longer available to SPAR if

not

exercised. The extension options and termination options

may

be exercised at SPAR’s sole discretion. SPAR does

not

consider in the measurement of ROU assets and lease liabilities an option to extend or terminate a lease if SPAR is

not

reasonably certain to exercise the option. As of

March 31, 2019,

SPAR has

not

included any options to extend or terminate in its measurement of ROU assets or lease liabilities.

The reported results for

2019

reflect the application of ASC

842

guidance, whereas comparative periods and their respective disclosures prior to the adoption of ASC

842

are presented using the legacy guidance of ASC

840.

As a result of adopting the new standard, SPAR recognized ROU assets and liability of

$5.7

million. There was

adjustment to deferred taxes as a result of SPAR’s adoption of ASC

842.

The adoption of ASC

842

did

not

have a material impact on SPAR’s results of operations or cash flows, nor did it have an impact on any of SPAR's existing debt covenants.

Certain of SPAR’s leases include covenants that oblige SPAR, at its sole expense, to repair and maintain the leased asset periodically during the lease term. SPAR is

not

a party to any leases that contain residual value guarantees nor is SPAR a party to any leases that provide an option to purchase the underlying asset.

not

depend on an index or rate are expensed by SPAR as they are incurred and are

not

included in the measurement of the lease liability.

SPAR measures its lease liability for each leased asset as the present value of lease payments, as defined in ASC

842,

allocated to the lease component, discounted using an incremental borrowing rate specific to the underlying asset. SPAR's ROU assets are equal to the lease liability, SPAR estimates its incremental borrowing rate based on the interest rate SPAR would incur to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment.

The components of SPAR's lease expenses for the fiscal quarter ended

March 31, 2019,

which are included in the condensed consolidated income statement, are as follows (in thousands):

Lease Costs	Classification	March 31, 2019
Operating lease cost	Selling, General and Administrative Expense	$	532
Short-term lease cost	Selling, General and Administrative Expense		29
Variable costs	Selling, General and Administrative Expense		290
Total lease cost		$	851

Supplemental cash flow information related to SPAR’s leases for the fiscal quarter ended

March 31, 2019

is as follows (in thousands):

	March 3 1 , 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	509

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	5,736	(a)

(a)

Amounts for the

three

months ended

March 31, 2019

include the transition adjustment for the adoption of ASU

2016

discussed in Note

10.

The following table presents supplemental balance sheet information related to SPAR's operating leases as of

March 31, 2019 (

in thousands):

Leases	March 31, 2019
Assets:
Operating lease right-of-use assets	$	5,328
Liabilities:
Current portion of operating lease liabilities	$	1,400
Non-current portion of operating lease liabilities		3,928
Total operating lease liabilities	$	5,328

Weighted average remaining lease term—operating leases (in years)		2.1
Weighted average discount rate—operating leases		8.9	%

March 31, 2019,

SPAR had the following maturities of lease liabilities related to office space and equipment, all of which are under non-cancellable operating leases (in thousands):

Period Ending March 31,	Amount

2019	$	1,336
2020		2,682
2021		878
2022		987
2023		78
Thereafter		-
Total lease payments		5,961
Less: imputed interest		(633	)
Total	$	5,328

As previously disclosed in the Company’s Annual Report on Form

-K/A for the year ended

December 31, 2018

and under the previous lease accounting standard, ASC

840,

Leases, the following table summarizes the future minimum lease payments due under operating leases as of

December 31, 2018 (

in thousands):

Year	Amount
2019	$	1,946
2020		1,428
2021		945
2022		682
2023		340
Total	$	5,341

XML 29 R18.htm IDEA: XBRL DOCUMENT

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Implemented Pronouncements

January 1, 2019,

the Company adopted Accounting Standards Codification (“ASC”)

842,

842

using a modified retrospective method that did

not

require the prior period information to be restated. ASC

842

also provides a number of optional provisions, known as practical expedients, which companies

may

elect to adopt to facilitate implementation. The Company elected a package of practical expedients which, among other items, precludes the Company from needing to reassess

) whether any expired or existing contracts are or contain leases,

) the lease classification of any expired or existing leases, and

twelve

months or less that do

not

include an option to purchase the underlying asset that SPAR Group is reasonably certain to exercise.

Due to the implementation of selected practical expedients, there was

cumulative effect adjustment to beginning retained earnings. See Note

–Leases for additional disclosures.

January 1, 2019,

the Company also adopted the following Accounting Standards Updates (“ASUs”) which had

material impact on its unaudited condensed consolidated financial statements or disclosures:

	●	ASU 2018 - 07, Compensation—Stock Compensation (Topic 718 ): Improvements to Nonemployee Share-based payment accounting

	●	ASU 2018 - 09, Codification Improvement

	●	ASU 2018 - 16, Derivatives and Hedging—Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes

During

2018,

the Company adopted the following ASU:

●

ASU

No.

2014

(Topic

606

), Revenue from Contracts with Customers - The adoption of ASC

606

did

not

have a material impact on the Company’s existing or new contracts as of

January 1, 2018;

therefore,

cumulative adjustment to beginning retained earnings was required as a result of adoption. The Company adopted using the modified retrospective transition method.

XML 30 R19.htm IDEA: XBRL DOCUMENT

Note 3 - Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2019

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended March 31 ,
	20 19		20 18
Numerator:
Net income attributable to SPAR Group, Inc.	$	619	$	124

Denominator:
Weighted average shares used in basic net income per share calculation		20,777		20,648

Weighted average shares used in diluted net income per share calculation		21,051		21,599

Basic and diluted net income per common share	$	0.03	$	0.01

XML 31 R20.htm IDEA: XBRL DOCUMENT

Note 4 - Credit Facilities and Other Debt (Tables)

3 Months Ended

Mar. 31, 2019

Schedule of Debt [Table Text Block]

	Interest Rate as of March 31, 2019				2019		2020		202 1		2022		2023		2024
Brazil - Bradesco		0.37	-	0.92%	$	753	$	–	$	–	$	–	$	–	$	–
Brazil – Santander			1.38%			82		–		–		–		–		–
USA - PNC Bank			5.02%			8,450		–		–		–		–		–
USA – Fifth Third Bank			5.23%			–		–		–		–		–		–
USA – Resource Plus Seller Notes			1.85%			333		334		300		300		700		–
Australia - National Australia Bank			6.56%			431		–		–		–		–		–
Mexico – BBVA Shareholder			12.5%			–		258		–		–		–		–
Total					$	10,049	$	592	$	300	$	300	$	700	$	–

Credit And Debt Facilities Unused Availability [Table Text Block]

	March 31, 2019		December 31, 2018
Unused Availability:
United States	$	4,550	$	4,253
Australia		137		238
Brazil		280		304
Mexico		–		102
Total Unused Availability	$	4,967	$	4,897

XML 32 R21.htm IDEA: XBRL DOCUMENT

Note 5 - Related-Party Transactions (Tables)

3 Months Ended

Mar. 31, 2019

	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

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

XML 33 R22.htm IDEA: XBRL DOCUMENT

Note 9 - Segment Information (Tables)

3 Months Ended

Mar. 31, 2019

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended March 31 ,
	201 9			201 8
Revenue:
United States	$	18,657		$	18,369
International		38,503			36,210
Total revenue	$	57,160		$	54,579

Operating income (loss):
United States	$	757		$	(320	)
International		976			1,050
Total operating income	$	1,733		$	730

Interest expense:
United States	$	59		$	14
International		140			185
Total interest expense	$	199		$	199

Other (income), net:
United States	$	–		$	30
International		(65	)		(102	)
Total other (income), net	$	(65	)	$	(72	)

Income (loss) before income tax expense:
United States	$	698		$	(364	)
International		901			967
Total income before income tax expense	$	1,599		$	603

Income tax expense (benefit):
United States	$	201		$	(12	)
International		357			190
Total income tax expense	$	558		$	178

Net income (loss):
United States	$	497		$	(352	)
International		544			777
Total net income	$	1,041		$	425

Net income (loss) attributable to non-controlling interest:
United States	$	(97		$	89
International		(325	)		(390	)
Total net income (loss) attributable to non-controlling interest	$	(422	)	$	(301	)

Net income (loss) attributable to SPAR:
United States	$	400		$	(263	)
International		219			387
Total net income (loss) attributable to SPAR Group, Inc.	$	619		$	124

Depreciation and amortization:
United States	$	369		$	382
International		139			160
Total depreciation and amortization	$	508		$	542

Capital expenditures:
United States	$	378		$	635
International		86			437
Total capital expenditures	$	464		$	1,072

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

	March 31,		December 31 ,
	201 9		201 8
Assets:
United States	$	29,669	$	27,280
International		47,375		41,815
Total assets	$	77,044	$	69,095

Reconciliation Of Long Lived Assets From Segments To Consolidated [Table Text Block]

	March 31,		December 31,
	20 19		20 18
Long lived assets:
United States	$	4,223	$	2,560
International		5,728		1,715
Total long lived assets	$	9,951	$	4,275

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block]

	Three Months Ended March 31 ,
	20 19					2018

International revenue:			% of consolidated net revenue					% of consolidated net revenue
Brazil	$	15,532		27.2	%	$	13,410		24.6	%
South Africa		6,534		11.4			7,444		13.6
Mexico		5,287		9.2			5,360		9.8
China		3,279		5.7			2,442		4.5
Japan		2,730		4.8			2,247		4.1
India		2,206		3.9			2,424		4.4
Canada		2,104		3.7			1,934		3.5
Australia		764		1.3			886		1.6
Turkey		67		0.1			63		0.1
Total international revenue	$	38,503		67.3	%	$	36,210		66.2	%

XML 34 R23.htm IDEA: XBRL DOCUMENT

Note 11 - Leases (Tables)

3 Months Ended

Mar. 31, 2019

Lease, Cost [Table Text Block]

Lease Costs	Classification	March 31, 2019
Operating lease cost	Selling, General and Administrative Expense	$	532
Short-term lease cost	Selling, General and Administrative Expense		29
Variable costs	Selling, General and Administrative Expense		290
Total lease cost		$	851

Lessee, Operating Lease, Cash Flows [Table Text Block]

	March 3 1 , 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	509

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	5,736	(a)

Lessee, Operating Lease, Assets and Liabilities [Table Text Block]

Leases	March 31, 2019
Assets:
Operating lease right-of-use assets	$	5,328
Liabilities:
Current portion of operating lease liabilities	$	1,400
Non-current portion of operating lease liabilities		3,928
Total operating lease liabilities	$	5,328

Weighted average remaining lease term—operating leases (in years)		2.1
Weighted average discount rate—operating leases		8.9	%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Period Ending March 31,	Amount

2019	$	1,336
2020		2,682
2021		878
2022		987
2023		78
Thereafter		-
Total lease payments		5,961
Less: imputed interest		(633	)
Total	$	5,328

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

Year	Amount
2019	$	1,946
2020		1,428
2021		945
2022		682
2023		340
Total	$	5,341

XML 35 R24.htm IDEA: XBRL DOCUMENT

Note 2 - Business and Organization (Details Textual)	3 Months Ended
Note 2 - Business and Organization (Details Textual)	Mar. 31, 2019
Number of Countries in which Entity Operates	10
Number of Reportable Segments	2

XML 36 R25.htm IDEA: XBRL DOCUMENT

Note 3 - Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Net income attributable to SPAR Group, Inc.	$ 619	$ 124
Weighted average shares used in basic net income per share calculation (in shares)	20,777	20,648
Weighted average shares used in diluted net income per share calculation (in shares)	21,051	21,599
Basic and diluted net income per common share (in dollars per share)	$ 0.03	$ 0.01

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

XML 37 R26.htm IDEA: XBRL DOCUMENT

Note 4 - Credit Facilities and Other Debt (Details Textual) $ in Millions	Apr. 10, 2019 USD ($)	Jul. 03, 2018 USD ($)	Jan. 09, 2018 USD ($)	Mar. 15, 2016 MXN ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2019 MXN ($)	Mar. 31, 2019 AUD ($)	Mar. 31, 2019 BRL (R$)	Dec. 31, 2018 USD ($)	Oct. 05, 2018 BRL (R$)	May 29, 2018 BRL (R$)	Jan. 16, 2018 USD ($)	Oct. 31, 2017 AUD ($)
Resource Plus, Inc [Member]
Business Acquisition, Percentage of Voting Interests Acquired			51.00%
Resource Plus Acquisition Note [Member]
Debt Instrument, Face Amount			$ 2,300,000
Notes Payable, Total									$ 2,000,000
Revolving Credit Facility [Member] \| North Mill, LLC [Member] \| Subsequent Event [Member]
Proceeds from Lines of Credit, Total	$ 9,800,000
Line of Credit Facility, Commitment Fee Percentage	1.50%
Debt Instrument, Face Amount	$ 180,000
Debt Instrument, Payable Per Month	10,000
Line of Credit Facility, Commitment Fee Amount	$ 120,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability	85.00%
Percent Of Eligible Domestic Unbilled Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability	60.00%
Maximum Amount of Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability	$ 4,500,000
Revolving Credit Facility [Member] \| North Mill, LLC [Member] \| Subsequent Event [Member] \| Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	1.25%
Revolving Credit Facility [Member] \| North Mill, LLC [Member] \| NM Loan Agreement [Member] \| Subsequent Event [Member]
Debt Instrument, Term	18 years
Revolving Credit Facility [Member] \| North Mill, LLC [Member] \| NM Loan Agreement [Member] \| Subsequent Event [Member] \| SPAR Marketing Force [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 12,500,000
Revolving Credit Facility [Member] \| North Mill, LLC [Member] \| NM Loan Agreement [Member] \| Subsequent Event [Member] \| SPAR Canada Company [Member]
Line of Credit Facility, Maximum Borrowing Capacity	2,500,000
Revolving Credit Facility [Member] \| North Mill, LLC [Member] \| Original NM Notes [Member] \| Subsequent Event [Member] \| SPAR Marketing Force [Member]
Line of Credit Facility, Maximum Borrowing Capacity	10,500,000
Revolving Credit Facility [Member] \| North Mill, LLC [Member] \| Original NM Notes [Member] \| Subsequent Event [Member] \| SPAR Canada Company [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,500,000
Revolving Credit Facility [Member] \| PNC Bank, National Association [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 9,500,000										$ 9,000,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability		85.00%
Line of Credit Facility, Interest Rate at Period End					4.99%	4.99%	4.99%	4.99%
Long-term Line of Credit, Total					$ 8,400,000
Line of Credit Facility, Maximum Borrowing Capacity After Applying the Borrowing Base Formula					$ 9,500,000
Line of Credit Facility, Covenant Terms, Minimum Tangible Net Worth		$ 13,400,000
Revolving Credit Facility [Member] \| PNC Bank, National Association [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate		2.50%
Revolving Credit Facility [Member] \| Fifth Third Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity			$ 3,500,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability			80.00%
Line of Credit Facility, Interest Rate at Period End					5.23%	5.23%	5.23%	5.23%
Long-term Line of Credit, Total					$ 0
Revolving Credit Facility [Member] \| Fifth Third Bank [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate			2.50%
Revolving Credit Facility [Member] \| National Australia Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity					568,000								$ 800,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability													80.00%
Long-term Line of Credit, Total					431,000		$ 608,000
Revolving Credit Facility [Member] \| BBVA Bancomer Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity				$ 5	$ 258,000
Line of Credit Facility, Interest Rate at Period End					12.50%	12.50%	12.50%	12.50%
Long-term Line of Credit, Total					$ 258,000	$ 5
Revolving Credit Facility [Member] \| BBVA Bancomer Bank [Member] \| Interbank Interest Rate [Member]
Debt Instrument, Basis Spread on Variable Rate				4.00%
Revolving Credit Facility [Member] \| Banco Bradesco [Member]
Line of Credit Facility, Maximum Borrowing Capacity					306,000						R$ 1,200,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability											0.00%
Long-term Line of Credit, Total					26,000			R$ 100,000
Revolving Credit Facility [Member] \| Branco Bradesco [Member]
Line of Credit Facility, Maximum Borrowing Capacity					900,000					R$ 3,500,000
Long-term Line of Credit, Total					727,000			2,900,000
Revolving Credit Facility [Member] \| Branco Santander [Member]
Line of Credit Facility, Maximum Borrowing Capacity					97,000					R$ 381,000
Long-term Line of Credit, Total					$ 82,000			R$ 321,000

XML 38 R27.htm IDEA: XBRL DOCUMENT

Note 4 - Credit Facilities - Summary of Credit and Other Debt Facilities (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Repayments of Principal, 2019	$ 10,049
Repayments of Principal, 2020	592
Repayments of Principal, 2021	300
Repayments of Principal, 2022	300
Repayments of Principal, 2023	700
Branco Bradesco [Member]
Repayments of Principal, 2019	753
Repayments of Principal, 2020
Repayments of Principal, 2021
Repayments of Principal, 2022
Repayments of Principal, 2023
Branco Bradesco [Member] \| Minimum [Member]
Interest Rate	0.37%
Branco Bradesco [Member] \| Maximum [Member]
Interest Rate	0.92%
Branco Santander [Member]
Interest Rate	1.38%
Repayments of Principal, 2019	$ 82
Repayments of Principal, 2020
Repayments of Principal, 2021
Repayments of Principal, 2022
Repayments of Principal, 2023
PNC Bank, National Association [Member]
Interest Rate	5.02%
Repayments of Principal, 2019	$ 8,450
Repayments of Principal, 2020
Repayments of Principal, 2021
Repayments of Principal, 2022
Repayments of Principal, 2023
Fifth Third Bank [Member]
Interest Rate	5.23%
Repayments of Principal, 2019
Repayments of Principal, 2020
Repayments of Principal, 2021
Repayments of Principal, 2022
Repayments of Principal, 2023
Resource Plus Acquisition Note [Member]
Interest Rate	1.85%
Repayments of Principal, 2019	$ 333
Repayments of Principal, 2020	334
Repayments of Principal, 2021	300
Repayments of Principal, 2022	300
Repayments of Principal, 2023	$ 700
National Australia Bank [Member]
Interest Rate	6.56%
Repayments of Principal, 2019	$ 431
Repayments of Principal, 2020
Repayments of Principal, 2021
Repayments of Principal, 2022
Repayments of Principal, 2023
Bancomer Bank and Shareholder Loan [Member]
Interest Rate	12.50%
Repayments of Principal, 2019
Repayments of Principal, 2020	258
Repayments of Principal, 2021
Repayments of Principal, 2022
Repayments of Principal, 2023

XML 39 R28.htm IDEA: XBRL DOCUMENT

Note 4 - Credit Facilities and Other Debt - Unused Availability (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Unused Availability	$ 4,967	$ 4,897
UNITED STATES
Unused Availability	4,550	4,253
AUSTRALIA
Unused Availability	137	238
BRAZIL
Unused Availability	280	304
MEXICO
Unused Availability		$ 102

XML 40 R29.htm IDEA: XBRL DOCUMENT

Note 5 - Related-Party Transactions (Details Textual)						1 Months Ended	3 Months Ended		7 Months Ended	67 Months Ended
Note 5 - Related-Party Transactions (Details Textual)	Mar. 18, 2019 USD ($)	Feb. 12, 2019 USD ($)	Sep. 18, 2018 USD ($)	Sep. 08, 2016	Dec. 01, 2014 USD ($)	Nov. 30, 2017 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Jul. 31, 2018 USD ($)	Aug. 01, 2018 USD ($)	Jan. 10, 2019 USD ($)	Dec. 31, 2018 USD ($)	Jun. 07, 2018 USD ($)
Insurance Premium Refund Receivable							$ 150,000
Increase (Decrease) in Accounts Receivable							1,236,000	$ 7,108,000
Affinity Returns from SAS and SBS [Member]
Estimated Litigation Liability												$ 901,000
Affinity Cash Collateral loan to SBS in the SBS Chapter 11 Proceeding [Member]
Loss Contingency, Damages Sought, Value							$ 375,000
Reimbursement for SMF's funding of the Affinity Security Deposits [Member]
Loss Contingency, Damages Sought, Value	$ 378,838
Reimbursement for SMF's Funding of the Field Payment Checks [Member]
Loss Contingency, Damages Sought, Value	12,963
SBS Clothier Litigation [Member]
Loss Contingency, Estimate of Possible Loss													$ 1,300,000
Loss Contingency, Damages Sought, Value	$ 1,839,459
SGRP Holdings [Member]
Business Acquisition, Percentage of Voting Interests Acquired				100.00%
NMS [Member]
Percent of Reimbursement							1.00%
Merhold Property Trust [Member]
Number Of Vehicles Subleased							20
Number Of Vehicles Leased							172
Lessee, Operating Lease, Term of Contract							4 years
SGRP Holdings [Member] \| SPAR BSMT Joint Venture [Member]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage				51.00%
JKC [Member] \| SPAR BSMT Joint Venture [Member]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage				39.00%
EILLC [Member] \| SPAR BSMT Joint Venture [Member]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage				10.00%
EILLC [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners							10.00%
NMS [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners							49.00%
NSRS [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners							100.00%
Resource Plus, Inc [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners							49.00%
RJ Holdings [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners							50.00%
FRIEDSHELF 401 Proprietary Limited [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners							23.00%
Lindicom Proprietary Limited [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners							26.00%
SPAR Todopromo [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners							49.00%
SBS [Member]
Number of Merchandising Specialists							3,800
Withheld Final Mark-up Compensation Due to Related Party					$ 435,000
Additional Funding for Field Specialist Payments					13,000
Estimated Additional Field Specialist Payments					$ 120,000
Related Party Transaction, Reimbursement of Legal Expenses from Transaction with Related Party							$ 60,000		$ 50,000
Payments for Cash Collateral Deposits, Allocated to Related Party										$ 379,000
SBS [Member] \| Affinity Cash Collateral loan to SBS in the SBS Chapter 11 Proceeding [Member]
Notes Receivable, Related Parties											$ 300,000
Increase (Decrease) in Accounts Receivable		$ 300,000
SBS [Member] \| Post-termination Expenses [Member]
Loss Contingency, Estimate of Possible Loss							124,000
SBS [Member] \| Domestic Merchandising Specialists Field Force [Member]
Payments for Related Party Services							$ 6,800,000
Percent Of Service Provided By Related Party							52.00%
SBS [Member] \| Cost Plus Fees [Member]
Related Party Transaction, Rate					2.96%
SAS [Member]
Number of National, Regional, and District Administrators								57
Payments for Cash Collateral Deposits										965,000
SAS [Member] \| Post-termination Expenses [Member]
Loss Contingency, Estimate of Possible Loss							$ 108,000
SAS [Member] \| Domestic Field Management [Member]
Payments for Related Party Services								$ 1,100,000
Percent Of Service Provided By Related Party								91.00%
SAS [Member] \| Advances for Affinity Insurance Plan [Member]
Related Party Transaction, Amounts of Transaction							$ 226,000
SPAR InfoTech, Inc. [Member] \| Alleged Lost Tax Benefits and Other Expenses [Member]
Loss Contingency, Damages Sought, Value			$ 190,000
SPAR InfoTech, Inc. [Member] \| Allegedly Owed Programming Services [Member]
Loss Contingency, Damages Sought, Value			$ 900,000
NMS [Member]
Majority Interest Ownership Percentage By Parent							51.00%
Resource Plus, Inc [Member]
Majority Interest Ownership Percentage By Parent							51.00%
Meridian [Member]
Majority Interest Ownership Percentage By Parent							51.00%
Mr. Mason [Member] \| Merhold Property Trust [Member]
Related Party Ownership Percentage							50.00%
Mr. Mason and Mr. Bristow [Member] \| Merhold Cape Property Trust [Member]
Related Party Ownership Percentage							50.00%
SPAR Todopromo [Member]
Majority Interest Ownership Percentage By Parent							51.00%
Mr. Juan F. Medina Domenzain [Member] \| CON [Member]
Related Party Ownership Percentage							90.00%
SPAR Marketing Force [Member]
Payments for Cash Collateral Deposits, Allocated to Related Party										296,000
All Others [Member]
Payments for Cash Collateral Deposits, Allocated to Related Party										290,000
SAS, SBS, and SMF [Member] \| Affinity Insurance [Member]
Estimated Reimbursement on Advances										$ 675,000
Robert G. Brown and William H. Bartels [Member]
Related Party Ownership Percentage						59.00%
SBS And SAS [Member]
Reserve for Related-party Receivables, Amount Recorded During Period						$ 675,000

XML 41 R30.htm IDEA: XBRL DOCUMENT

Note 5 - Related-Party Transactions - Transactions Between the Company and Affiliates (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Dec. 31, 2018

$ 668

$ 8,528

Loans Due to Affiliates [Member] | Local Investors in Australia [Member]

4,558

$ 4,645

Loans Due to Affiliates [Member] | Local Investors in Mexico [Member]

^[1]

288

226

Loans Due to Affiliates [Member] | Local Investors in Brazil [Member]

^[1]

1,001

Loans Due to Affiliates [Member] | Local Investors in China [Member]

^[1]

139

Loans Due to Affiliates [Member] | Local Investors In South Africa [Member]

^[1]

1,987

2,130

Loans Due to Affiliates [Member] | Local Investors Related to Resource Plus [Member]

^[1]

612

618

Field Specialist Expenses SBS [Member]

^[1]

531

$ 531

Field Administration Expenses SAS [Member]

^[2]

6,729

1,149

NSRS [Member]

125

RJ Holdings [Member]

Office And Vehicle Rental MPT [Member]

102

142

Vehicle Rental MCPT [Member]

Office And Vehicle Rental MHT [Member]

290

339

Consulting and Administrative Services (CON) [Member]

Legal Services (KMSA) [Member]

Warehouse Rental (JFMD) [Member]