sgrp20180630

Earnings Per Share [Text Block]

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 June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Numerator:
Net (loss) income attributable to SPAR Group, Inc.	$	(1,763	)	$	343	$	(1,638	)	$	99

Denominator:
Weighted average shares used in basic net income per share calculation		20,649			20,647		20,649			20,648

Weighted average shares used in diluted net income per share calculation		20,649			21,312		20,649			21,336

Basic and diluted net (loss) income per common share	$	(0.09	)	$	0.02	$	(0.08	)	$	0.00

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Note 5 - Credit Facilities and Other Debt

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Text Block]

Credit Facilities and Other Debt

PNC

Credit Facility:

January 16, 2018,

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

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).

The PNC Note currently requires 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

June 30, 2018,

the aggregate interest rate under that formula was

4.592%

per annum, and the outstanding balance was

$8.4

million.

Revolving loans of up to

$9.5

million are 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). As the PNC Credit Facility is currently scheduled to become due on

January 16, 2020,

and since there are

provisions (other than defaults) requiring the paydown of the loan until such time, the amounts are classified as long-term debt.

January 16, 2018,

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

$7.6

million, which was used to repay the existing credit facility.

The PNC Credit Facility contains certain financial and other restrictive covenants and also limits certain expenditures by the PNC Loan Parties, including, maintaining a minimum Tangible Net Worth of

$13.4

million and limits on capital expenditures and other investments.

June 30, 2018,

the PNC Loan Parties were

not

in compliance with the minimum Tangible Net Worth covenant, however PNC Bank issued a waiver for the reporting period. However, there can be

assurances that the Company will

not

be in violation of certain covenants in the future and should the Company be in violation; there can be

assurances that PNC will issue waivers for any future violations.

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.

Fifth Third Credit

Facility:

January 9, 2018,

the Company completed its acquisition of a

51%

interest in its new subsidiaries, Resource Plus, Inc., and related companies (collectively, "Resource Plus"). See Note

to the Company's Condensed Consolidated Financial Statements –

Purchase of Interests in Subsidiaries

–

Resource Plus Acquisition

, below. 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 paydown of the loan until

April 23, 2020,

the amounts 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

June 30, 2018,

the outstanding balance was

$965,000.

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

June 30, 2018,

the aggregate interest rate under that formula was

4.725%

per annum.

Other Debt

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

$2.7

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

December

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.

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

$593,000

USD (based upon the exchange rate at

June 30, 2018).

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

June 30, 2018

was

$377,000

(Australian) or

$280,000

USD and is due on demand.

November 29, 2016,

SPAR Brazil established a line of credit facility with Itau Bank for

4.0

million Brazilian Real or approximately

$1.0

million USD (based upon the exchange rate at

June 30, 2018).

The facility provides for borrowing with

formal guarantees. The agreement is from month to month at the Company's request. As of

June 30, 2018,

4.0

million Brazilian Real or approximately

$1.0

million USD was outstanding (based upon the exchange rate at

June 30, 2018).

December 26, 2016,

SPAR Brazil secured a line of credit facility with Daycoval Bank for

6.0

million Brazilian Real or approximately

$1.3

million USD (based upon the exchange rate at

June 30, 2018).

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

80%

of eligible accounts receivable less certain deductions). The agreement is from month to month at the Company's request. As of

June 30, 2018,

6.0

million Brazilian Real or

$1.5

million USD was outstanding (based upon the exchange rate at

June 30, 2018).

May 29, 2018,

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

1.2

million Brazilian Real or approximately

$310,000

USD (based upon the exchange rate at

June 30, 2018).

The facility provides for borrowing with

formal guarantees. The agreement expires on

November 29, 2019.

The outstanding balance at

June 30, 2018,

was approximately

189,000

Brazilian Real or approximately

$49,000

USD (based upon the exchange rate at

June 30, 2018).

May 25, 2018,

SPAR Brazil established a temporary line of credit facility with Banco Safra for

3.0

million Brazilian Real or approximately

$774,000

USD (based upon the exchange rate at

June 30, 2018).

The agreement is from month to month at the Company’s request. The outstanding balance at

June 30, 2018,

was approximately

1.4

million Brazilian Real or approximately

$352,000

USD (based upon the exchange rate at

June 30, 2018).

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

5.0

million Mexican Pesos or approximately

$252,000

USD (based upon the exchange rate at

June 30, 2018).

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

March 2020.

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

4%,

which resulted in an annual interest rate of

11.8%

as of

June 30, 2018.

The outstanding balance at

June 30, 2018

was zero.

The Company had scheduled future maturities of loans as of

June 30, 2018,

approximately as follows (dollars in thousands):

	Interest Rate as of June 30 , 2018				2018		2019		2020		2021		2022		2023
USA - PNC Bank			4.592%		$	–	$	–	$	8,391	$	–	$	–	$	–
USA – Fifth Third Bank			4.725%			–		–		965		–		–		–
USA – Resource Plus Seller Notes			1.85%			333		333		334		300		300		1,100
Australia - National Australia Bank			6.3%			280		–		–		–		–		–
Brazil – Various Banks		0.92	–	3.9%		2,968		–		–		–		–		–
Total					$	3,581	$	333	$	9,690	$	300	$	300	$	1,100

Summary of

Unused Company Credit and Other Debt Facilities (in thousands):

	June 30, 2018		December 31, 2017
Unused Availability:
United States	$	3,644	$	3,530
Australia		313		731
Mexico		252		254
Brazil		437		1,554
Total Unused Availability	$	4,646	$	6,069

to the Company's Condensed Consolidated Financial Statements –

Commitments and Contingencies

–

Legal Matters

and

SBS and SGRP Litigation Generally,

below

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Note 6 - Related-party Transactions

6 Months Ended

Jun. 30, 2018

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.

April 2017

the Board formed a special subcommittee of the Audit Committee (the "Special Subcommittee") to (among other things) review the structure, documentation, fairness, conflicts, fidelity, appropriateness, and practices respecting each of the relationships and transactions discussed in this Note.

The Special Subcommittee engaged Morrison Valuation & Forensic Services, LLC ("Morrison"), to perform a

third

-party financial evaluation of certain domestic related party relationships and transactions (principally with SAS and SBS of the Company, which included the review of certain financial records of the Company (but

not

those of its affiliates)) and discussions with management of the Company. Their task included (among other things) the identification and mapping of and apparent purposes for and benefits from cash flows between the Company and its affiliates. Morrison identified a number of transactions between the parties, while

not

material, were inefficient, time consuming and of limited business value to the parties. They included expense reimbursement for indirect charges for supply purchases, corporate vendor service cost and use of corporate credit cards in the payment of vendor services. These inefficiencies have been and will continue to be addressed by the Company. The Special Subcommittee also engaged Holland & Knight to provide ongoing legal advice on related party issues, and Paul Hastings to provide ongoing legal advice on independent contractor classification issues (including the SBS Clothier Case). See Note

to the Company's Condensed Consolidated Financial Statements –

Commitments and Contingencies

–

Legal Matters

–

SBS Clothier Litigation

, below.

The Company is currently unable to predict the remaining duration and final results of this review by the Special Subcommittee.

Domestic Related Party Services:

SPAR Business Services, Inc. ("SBS"), SPAR Administrative Services, Inc. ("SAS"), and SPAR InfoTech, Inc. ("SIT"), are affiliates of SGRP but are

not

under the control or part of the consolidated Company. Mr. Robert G. Brown, a major stockholder and through

May 3, 2018,

the Chairman and a Director of SGRP, and Mr. William H. Bartels, a Director, Vice Chairman and a major stockholder of SGRP, are the sole stockholders of SBS. Mr. Brown is the sole stockholder of SIT. Mr. Brown is a director and officer of SBS and SIT. Mr. Bartels is a director and officer of SAS. The stockholders of SAS are Mr. Bartels and parties related to Mr. Brown and his family, each of whom is considered an affiliate of the Company for related party purposes because of their family relationships with Mr. Brown.

$13.3

million and

$12.6

million during the

six

months ended

June 30, 2018

and

2017,

respectively, to SBS for its provision as needed of approximately

4,515

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

48%

and

81%

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

six

months ended

June 30, 2018

and

2017,

respectively). The Company paid

$2.3

million and

$2.1

million for the

six

months ended

June 30, 2018

and

2017,

respectively, to SAS for its provision of its

and

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

86%

and

90%

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

six

months ended

June 30, 2018

and

2017

). In addition to these field service and administration expenses, SAS also incurs other administrative expenses related to benefit and employment tax expenses of SAS and payroll processing, legal and other administrative expenses and SBS incurs expenses for processing vendor payments, legal defense and other administrative expenses (but those expenses are only reimbursed by SGRP to the extent approved by the Company as described below). The total cost recorded by the Company for the expenses of SBS and SAS in providing their services to the Company, including the "Cost Plus Fee" arrangement (as defined and discussed below) and other expenses paid directly by the Company on behalf of and invoiced to SBS and SAS, was

$15.6

million and

$14.9

million, for the

six

months ended

June 30, 2018

and

2017,

respectively.

The terms of the Amended and Restated Field Service Agreement with SBS dated as of

January 1, 2004,

as amended in

2011,

and the Amended and Restated Field Management Agreement with SAS dated as of

January 1, 2004 (

each a "Prior Agreement"), defined reimbursable expenses and established a "Cost Plus Fee" arrangement where the Company paid SBS and SAS for their costs of providing those services plus a fixed percentage of such reimbursable expenses (the "Cost Plus Fee"). The parties have had negotiations respecting replacement agreements since the Prior Agreements expired on

November 30, 2014.

As further described below, a new Field Administration Agreement was entered into with SAS in

2016.

The Company and SBS have agreed to an arrangement for a revised Cost Plus Fee equal to

2.96%

of the Field Specialists costs and certain other approved reimbursable expenses incurred by SBS in performing services for the Company, subject to certain offsetting credits. This arrangement went into effect on and has applied since

December 1, 2014.

The Company has offered a new agreement to SBS confirming that reimbursable expenses are subject review and approval by the Company, but SBS has rejected that proposal.

May 23, 2018,

the Company gave a termination notice to SBS specifying on or before

August 15, 2018,

as the end of the Service Term. The actual termination of services occurred on

July 27, 2018.

Even though the Company has paid SBS for all services provided through that date, SBS notified the Company that there

may

not

be sufficient funds in their bank accounts to honor all payments they had made to their Field Specialists. Based on this notice, the Company withheld approximately

$100,000

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

$100,000

is paid in full, there

may

be an additional

$130,000

in Field Specialist payments that the Company believes

may

not

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

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

third

-party vendor to provide substantially all of the domestic Field Specialist services used by the Company. The Company experienced a smooth and seamless transition to such new vendor that will provide the Company with continuity of great execution and be virtually unnoticeable to the Company's clients

The Company believes its net costs for Field Specialists for the

six

month period ending

June 30, 2018

could have been approximately

$450,000

less if it had been feasible for the Company to engage those Field Specialists during that period through such new independent

third

party vendor.

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

such compensation reimbursements were made or approved under SBS's Prior Agreement. This is

not

a restriction on SBS since SBS is

not

controlled by the Company and

may

pay any compensation to any person that SBS desires out of its own funds. However, SBS has in the past invoiced the Company for certain such compensation payments, but the Company has rejected those invoices as non-reimbursable expenses. Since SBS is a "Subchapter S" corporation, all income from SBS is allocated to its stockholders (see above).

six

months ended

June 30, 2018

and

2017

(in the amounts of

$104,000

and

$179,000,

respectively), after determination (on a case by case basis) that those defense expenses were costs of providing services to the Company. The Company has advised SBS that, since there is

currently effective comprehensive written services agreement with SBS, the Company will 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. The Company has

not

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). However, there can be

assurance that SBS will be able to satisfy any such judgment or similar amount resulting from any adverse legal determination, that SBS or someone else will

not

claim, or that SBS will be able to successfully defend any 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. Furthermore, there can be

assurance that SBS will succeed in defending any such legal challenge, the legal expenses of prolonged litigation and appeals could continue to be (and have from time to time been) significant, and prolonged litigation and appeals and any adverse determination in any such challenge could have a material adverse effect on SBS's ability to provide services needed by the Company and the Company's costs of doing business.

Current material and potentially material proceedings against SBS and, in

one

instance, the Company are described in Note

to the Company's Condensed 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.

The failure of SBS to satisfy any such 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), any decrease in SBS's or SAS's performance (quality or otherwise), any inability by SBS or SAS to execute the services for the Company, or any increase in the Company's use of employees (rather than independent contractors) as its domestic Field Specialists, 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, 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.

June 14, 2016,

SAS and SMF entered into a new Field Administration Agreement (the "SAS Agreement"). In order to provide continuity with SAS's Prior Agreement, the SAS Agreement is effective and governs the relationship of the parties as of

December 1, 2014,

and amends, restates and completely replaces SAS's Prior Agreement. The SAS Agreement more clearly defines reimbursable and excluded expenses and the budget and approval procedures and continues the indemnifications and releases provided by SAS's Prior Agreement (which indemnifications and releases were and are comparable to those applicable to SGRP's directors and executive officers under its By-Laws and applicable law). Specifically, the SAS Agreement reduced the Cost Plus Fee from

effective as of

June 1, 2016.

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. 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 experienced a smooth and seamless transition to such new vendor that will provide the Company with continuity of great execution and be virtually unnoticeable to the Company’s clients.

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) has been reimbursed or approved to date by the Company, and

such compensation reimbursements were made or approved under SAS's Prior Agreement. This is

not

a restriction on SAS since SAS is

not

controlled by the Company and

may

pay 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).

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 the Corporation and was proposed by Mr. Robert G. Brown to represent the Brown family interests. He works 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 BSMT and owns EILLC, which owns

10%

interest in the Corporation's Brazilian subsidiary. Peter W. Brown was an official observer at the meetings of SGRP's Board from

2014

through

December 2016.

Peter W. Brown also is, and since

2013

has been, a director of Affinity Insurance, Ltd (see Affinity Insurance, below).

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.

Resource Plus, 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. (See Note

to the Company's Condensed Consolidated Financial Statements –

Purchase of Interest in Subsidiaries

, below).

International Related Party Services:

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

51%

by SGRP and

49%

by the following individuals: Mr. Brian Mason, Mr. Garry Bristow, and Mr. Adrian Wingfield. 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, Mr. Bristow and Mr. Wingfield are all officers and own

46.7%,

20%

and

33.3%,

respectively 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.

August 2016,

Mr. Juan F. Medina Domenzain ("JFMD"), partner in SPAR Todopromo, purchased the warehouse that was being leased by SPAR Todopromo. The lease expires on

December 31, 2020.

Summary of Related Party Transactions:

The Company believes it is the largest and most important customer of SBS, SAS, MPT, MCPT, MHT, CON, JFMD and KMSA (and from time to time

may

be their only customer), and accordingly the Company generally has been able to negotiate better terms, receives more personal and responsive service and is more likely to receive credits and other financial accommodations from SBS, SAS, MPT, MCPT, MHT, CON, JFMD and KMSA than the Company could reasonably expect to receive from an unrelated service provider who has significant other customers and business. SBS, SAS and other material affiliate contracts and arrangements are annually reviewed and considered for approval by SGRP's Audit Committee, subject to the ongoing negotiations with SBS as described above.

The following costs of affiliates were charged to the Company (in thousands):

	Three Months Ended June 30 ,				Six Months Ended June 30 ,
	201 8		201 7		201 8		201 7
Services provided by affiliates:
Field merchandiser and other expenses (SBS)	$	6,561	$	6,835	$	13,290	$	12,625
Field administration and other expenses (SAS)		1,113		1,055		2,262		2,129
Office and vehicle rental expenses (MPT)		6		3		25		18
Vehicle rental expenses (MCPT)		118		56		457		353
Office and vehicle rental expenses (MHT)		9		8		62		48
Consulting and administrative services (CON)		56		13		115		109
Legal Services (KMSA)		28		24		54		48
Warehousing rental (JFMD)		12		13		24		24

Total services provided by affiliates	$	7,903	$	8,007	$	16,289	$	15,354

* Includes substantially all overhead (in the case of SAS and SBS), or related overhead, plus any applicable markup.

Due to affiliates consists of the following (in thousands):	June 30 ,		December 31,
	201 8		201 7
Loans from local investors:(1)
Australia	$	237	$	250
Mexico		1,001		1,001
Brazil		139		139
China		1,217		719
South Africa		–		24
Resource Plus		731		–
Accrued Expenses due to affiliates:
SBS/SAS		1,486		893
Total due to affiliates	$	4,811	$	3,026

(

) 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 condensed 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 its Field Specialists that require such insurance coverage (all who 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 it 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 by the Company to SAS and SBS were

not

specifically disclosed by Mr. Robert G. Brown (then SGRP executive Chairman) or Mr. William H. Bartels (SGRP Vice Chairman then and now) 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.

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 (as returned, "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.

Since

November 2017,

SMF has 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) for reimbursement and security agreements to document, confirm 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 fully perfected

first

priority security interests in the Cash Collateral and SAS's policies with and equity interests in Affinity and their demands for post-termination payments and offsets potentially larger than the Cash Collateral.

Given the unwillingness of SBS and SAS (respectively represented by Robert G. Brown and William H. Bartels, who together own over

59%

of SGRP’s common stock) to document, confirm and secure those advances and repayment obligations and the resulting material risk of non-payment by them to the Company, the Company has recorded a reserve for the full

$675,000

in such receivables in this quarter, and the Company is exploring its legal options for recovering the Affinity Returns from SAS and SBS.

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 had the right to unilaterally license and exploit their "Business Manager" internet job scheduling software (which had been jointly developed by such parties), and all related improvements, revisions, developments and documentation from time to time voluntarily made or procured by any of them at its own expense. Business Manager and its other proprietary software and applications are used by the Company for (among other things) the scheduling, tracking, coordination and reporting of its merchandising and marketing services and are accessible via the internet or other applicable telecommunication network by the authorized representatives of the Company and its clients through their respective computers and mobile devices. In addition, SPAR Trademarks, Inc. ("STM"), a wholly owned subsidiary of SGRP, SBS and SIT entered into separate perpetual trademark licensing agreements whereby STM has granted non-exclusive royalty-free licenses to SIT and SBS (and through them to their commonly controlled subsidiaries and affiliates by sublicenses, including SAS) for their continued use of the name "SPAR" and certain other trademarks and related rights of STM. SBS and SAS provide services to the Company, as described above, SIT assisted in the Brazilian acquisition at a cost to the Company of

$49,000,

as described below, and SIT

longer provides services to and does

not

compete with the Company.

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Note 7 - Preferred Stock	6 Months Ended
Note 7 - Preferred Stock	Jun. 30, 2018
Notes to Financial Statements
Preferred Stock [Text Block]	7. 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 June 30, 2018, no shares of SGRP Series A Preferred Stock were issued and outstanding.

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Note 8 - Stock-based Compensation and Other Plans	6 Months Ended
Note 8 - Stock-based Compensation and Other Plans	Jun. 30, 2018
Notes to Financial Statements
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]	8. 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 the Corporations 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 no further Awards may be made under the 2008 Plan. There were approximately 320,750 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 no Award may be granted thereafter under this Plan, unless an extension or elimination of such initial term Plan is approved by stockholders of the Corporation if and as required pursuant to the 2018 Plan. In any event, no 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 the Corporation 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 the Corporation 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. SGRP has granted restricted stock and stock option awards to its eligible directors, officers and employees and certain employees of its affiliates respecting shares of Common Stock issued by SGRP ("SGRP Shares") pursuant to SGRP's 2008 Stock Compensation Plan (as amended, the "2008 Plan"), which was approved by SGRP's stockholders in May of 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 June 30, 2018, approximately 335,000 shares were available for Award grants under the 2018 Plan. In the second quarter, there were 265,000 options awarded to certain employees of SPAR Group, Inc. The Company recognized $36,000 and $47,000 in stock-based compensation expense relating to stock option awards during the three month periods ended June 30, 2018 and 2017, respectively. The tax benefit available from stock based compensation expense related to stock option during the three months ended June 30, 2018 and 2017 was approximately $14,000 and $18,000 respectively. The Company recognized $52,000 and $109,000 in stock-based compensation expense relating to stock option awards during the six month periods ended June 30, 2018 and 2017, respectively. The tax benefit available from stock based compensation expense related to stock option during the six months ended June 30, 2018 and 2017 was approximately $30,000 and $41,000 respectively. As of June 30, 2018, total unrecognized stock-based compensation expense related to stock options was $424,000. During the three months ended June 30, 2018 and 2017, the Company recognized approximately $6,000 and $9,000, 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 June 30, 2018 and 2017 was approximately $2,000 and $3,000, respectively. During the six months ended June 30, 2018 and 2017, the Company recognized approximately $12,000 and $21,000, 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 six months ended June 30, 2018 and 2017 was approximately $5,000 and $8,000, respectively. As of June 30, 2018, total unrecognized stock-based compensation expense related to unvested restricted stock Awards was $4,000.

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Note 9 - Commitments and Contingencies	6 Months Ended
Note 9 - Commitments and Contingencies	Jun. 30, 2018
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	9. 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, disposition of these matters are 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, liabilities, liquidity, locations, marketing, operations, prospects, sales, strategies, taxation or other achievement, results or condition. The Company's merchandising, audit, assembly and other services for its domestic clients are performed by field merchandising, auditing, assembly and other field personnel (each a "Field Specialist"). The Company's affiliate, SBS, during 2017 provided approximately 10,700 Field Specialists (all of whom were engaged as independent contractors by SBS), representing 77% (or $25.9 million) of the total cost the Field Specialists utilized by the Company domestically. SBS is not a subsidiary or in any way under the control of SGRP, SBS is not in the Company's financial statements, and SGRP does not participate in or control the defense by SBS of any litigation against it. For contractual details and payment amounts, see Note 6 to the Company's Condensed Consolidated Financial Statements – Related Party Transactions – Domestic Related Party Services , above. The appropriateness of SBS's treatment of its Field Specialists as independent contractors has been periodically subject to legal challenge (both currently and historically) by various states and others. SBS's expenses of defending those challenges and other proceedings have historically been reimbursed by the Company under SBS's Prior Agreement, and SBS's expenses of defending those challenges and other proceedings were reimbursed by the Company in the three month periods ending June 30, 2018 and 2017 (in the amounts of $44,000 and $93,000, respectively), and the six month periods ending June 30, 2018 and 2017 (in the amounts of $104,000 and $179,000, respectively), after determination (on a case by case basis) that those defense expenses were costs of providing services to the Company. The Company has advised SBS that, since there is no currently effective comprehensive written services agreement with SBS, the Company will 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 Company's right to review and decide the appropriateness of the reimbursement of any of those defense (and various other) expenses. 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). Any prolonged continuation of or material increase in the legal defense costs of SBS (and thus the reimbursable expenses SBS may charge to and that may be paid by the Company to the extent reimbursement is approved by the Company in its discretion) could continue to be (and have from time to time been) significant, and prolonged litigation and appeals and any adverse determination in any such challenge could have a material adverse effect on SBS's ability to provide services needed by the Company and the Company's costs of doing business. There can be no assurance that SBS will be able to satisfy any such judgment or similar amount resulting from any adverse legal determination. In addition, there can be no assurance that SBS or someone else will not claim, and no assurance that SBS will be able to successfully shield any 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. Any decrease in SBS's performance (quality or otherwise), any inability by SBS to use its assets without encumbrance or execute the services for the Company, or any increase in the Company's use of employees (rather than independent contractors) as its domestic Field Specialists, 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, 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. As the Company utilized the services of SBS to support its in-store merchandising needs in California, management of the Company determined, with the support of SGRP's Audit Committee and Board of Directors, that it will be shifting to an all employee servicing model for its Field Specialists in May of 2018 to support the performance of its services in California for clients in this critical market and nationally for certain domestic clients that are requiring the Company to use employees as its Field Specialists. As previously noted, management currently estimates that the potential incremental annual cost of this change in California from independent contractors to Company employees could be substantial. 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 Melissa Clothier was engaged by SBS (then known as SPAR Marketing Services, Inc.) and provided services pursuant to the terms of an "Independent Merchandiser Agreement" acknowledging her engagement as an independent contractor. On 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 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 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. 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 as independent contractors rather than employees. 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 is currently scheduled for late August of 2018, and with a potential final judgment in the Clothier Case expected by the Company later in 2018 (although it could come sooner). SBS has advised the Company that SBS could appeal the adverse phase one determination and any damage award once damages have been determined, when an appeal is permitted under the court's rules. The Company (in its discretion) has determined and advised SBS that it will no longer compensate SBS for any future litigation or appeal expenses regarding this matter, that it will not advance or reimburse the funds to SBS to post a bond to stay execution during such an appeal by SBS. SBS must post a bond of 1.5 times the damage award in order to stay execution on the judgment during an appeal, and SBS's assets (including those used in providing services to the Company) are subject to legal process (including levy, attachment and sale) if no bond is posted. Action against SBS's assets could have a material adverse effect on SBS's ability to provide future services needed by the Company as such, the Company has taken actions to terminate the services of SBS effective July 27, 2018 and has engaged an independent third party company to replace those services provided by SBS. On June 7, 2018, SGRP 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 in that case. SBS and its stockholders declined to participate 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 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 30 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 Company has recorded the $1.3 million charge during the second quarter of 2018 as part of the settlement. SBS Rodgers Litigation Maceo Rodgers was engaged by and provided services to SBS pursuant to the terms of his "Master Agreements" with SBS acknowledging his engagement as an independent contractor. On February 21, 2014, Rodgers filed suit against SBS, Robert G. Brown and William H. Bartels, styled Civil Action No. 3:14 -CV- 00055, in the U.S. District Court for the Southern District of Texas (Galveston Division). Plaintiff asserted claims on behalf of himself and an alleged class of similarly situated individuals who provided services to SBS as independent contractors at any time on or after July 15, 2012, claiming they all were misclassified as independent contractors and that, as a result of this misclassification, the Defendants improperly underpaid them in violation of the Fair Labor Standards Act's overtime and minimum wage provisions. Although the Court conditionally certified the class on December 8, 2015, only 61 individuals joined the action as opt-in plaintiffs, and all but 11 of them have potentially disqualifying arbitration provisions, residences outside the class's geographic area, or late opt-in filings, and were challenged by the Defendants in various motions, including a motion to decertify the class. The Court, however, did not rule on these motions and instead stayed the case on September 19, 2017 to allow the parties to mediate. On October 24, 2017, the Court granted the parties' joint motion to extend the stay order until January 31, 2018. A formal mediation was undertaken in this action. However, the mediation was unsuccessful. SBS is now waiting for the Court to rule on ( 1 ) Plaintiff’s motion for nationwide judicial notice and to certify a nationwide collective action, and ( 2 ) SBS’s motion to decertify the collective class. It is anticipated that this matter will likely proceed to trial later this year or early next year. SBS and SGRP Hogan Litigation Paradise Hogan was engaged by and provided services to SBS as an independent contractor pursuant to the terms of an "Independent Contractor Master Agreement" with SBS acknowledging his engagement as an independent contractor. On 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. On November 13, 2017, the Court convened a status conference call with the parties to discuss the impact on the case of the Supreme Court’s pending decision in Epic Systems Corp. v. Lewis, in which the Supreme Court heard arguments in October 2017 and ultimately will decide whether arbitration clauses that include a waiver of a worker’s right to bring or participate in a class action violate the National Labor Relations Act. On 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, 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), which (depending on the Supreme Court's ruling) could result in all SBS 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. The Parties have 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 is scheduled to be heard by the First Circuit on September 11, 2018. If SGRP’s appeal is unsuccessful, SGRP will vigorously defend itself against all claims. SBS and SGRP Litigation Generally Any prolonged continuation of or material increase in the legal defense costs of SBS (and thus the reimbursable expenses SBS may charge to and that may be paid by the Company to the extent reimbursement is approved by the Company in its discretion) could continue to be (and have from time to time been) significant, and prolonged litigation and appeals and any adverse determination in any such challenge could have a material adverse effect on SBS's ability to provide services needed by the Company and the Company's costs of doing business. There can be no assurance that SBS will be able to satisfy any such judgment or similar amount resulting from any adverse legal determination. In addition, there can be no assurance that SBS or someone else will not claim, and no assurance that SBS will be able to successfully shield any 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. Any decrease in SBS's performance (quality or otherwise), any inability by SBS to use its assets without encumbrance or execute the services for the Company, or any increase in the Company's use of employees (rather than independent contractors) as its domestic Field Specialists, 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, 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 6 to the Company's Condensed Consolidated Financial Statements – Related Party Transactions – Domestic Related Party Services , above.

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Note 10 - Segment Information

6 Months Ended

Jun. 30, 2018

Segment Reporting Disclosure [Text Block]

10.

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 June 30,						Six Months Ended June 30,
	201 8			201 7			201 8			201 7
Revenue:
United States	$	21,556		$	13,685		$	39,925		$	25,006
International		37,668			29,037			73,878			57,602
Total revenue	$	59,224		$	42,722		$	113,803		$	82,608

Operating (loss) income:
United States	$	(1,900	)	$	292		$	(2,219	)	$	357
International		663			679			1,713			1,098
Total operating (loss) income	$	(1,237	)	$	971		$	(506	)	$	1,455

Interest expense (income):
United States	$	48		$	52		$	62		$	102
International		306			2			491			(95	)
Total interest expense	$	354		$	54		$	553		$	7

Other (income), net:
United States	$	(29	)	$	–		$	–		$	–
International		(203	)		(135	)		(304	)		(197	)
Total other (income), net	$	(232	)	$	(135	)	$	(304	)	$	(197	)

Income (loss) before income tax expense:
United States	$	(1,919	)	$	240		$	(2,281	)	$	255
International		560			812			1,526			1,390
Total income before income tax expense	$	(1,359	)	$	1,052		$	(755	)	$	1,645

Income tax (benefit) expense:
United States	$	(434	)	$	31		$	(446	)	$	(85	)
International		172			247			362			782
Total income tax (benefit) expense	$	(262	)	$	278		$	(84	)	$	697

Net (loss) income :
United States	$	(1,485	)	$	209		$	(1,835	)	$	340
International		388			565			1,164			608
Total net (loss) income	$	(1,097	)	$	774		$	(671	)	$	948

Depreciation and amortization:
United States	$	339		$	340		$	720		$	679
International		192			194			352			360
Total depreciation and amortization	$	531		$	534		$	1,072		$	1,039

Capital expenditures:
United States	$	423		$	245		$	907		$	511
International		40			87			44			181
Total capital expenditures	$	463		$	332		$	951		$	692

Note: There were

inter-company sales for the

six

months ended

June 30, 2018

2017.

	June 30 ,		December 31 ,
	2018		2017
Assets:
United States	$	28,842	$	17,511
International		41,647		40,477
Total assets	$	70,489	$	57,988

	June 30 ,		December 31,
	20 18		20 17
Long lived assets:
United States	$	10,141	$	7,109
International		4,260		4,057
Total long lived assets	$	14,401	$	11,166

Geographic Data

(in thousands)

	Three Months Ended June 30 ,										Six Months Ended June 30 ,
	20 18					2017					20 18					2017
International revenue:			% of consolidated net revenue					% of consolidated net revenue					% of consolidated net revenue					% of consolidated net revenue
Brazil	$	13,046		22.1	%	$	8,157		19.1	%	$	26,456		23.3	%	$	18,100		21.9	%
South Africa		7,400		12.5			6,916		16.2			14,844		13.1			12,943		15.7
Mexico		5,236		8.9			5,374		12.6			10,596		9.3			10,062		12.2
China		4,090		6.9			2,120		5.0			6,532		5.8			4,528		5.5
Japan		2,759		4.7			1,835		4.3			5,006		4.4			3,544		4.3
India		2,382		4.0			1,838		4.3			4,806		4.2			3,450		4.2
Canada		1,844		3.1			1,742		4.1			3,778		3.3			3,045		3.7
Australia		851		1.4			996		2.3			1,737		1.5			1,806		2.2
Turkey		60		0.1			59		0.1			123		0.1			124		0.2
Total international revenue	$	37,668		63.7	%	$	29,037		68.0	%	$	73,878		65.0	%	$	57,602		69.9	%

XML 32 R17.htm IDEA: XBRL DOCUMENT

Note 11 - Purchase of Interests in Subsidiaries

6 Months Ended

Jun. 30, 2018

Business Combination Disclosure [Text Block]

11.

Purchase of Interests in Subsidiaries

Resource Plus Acquisition

January 9, 2018,

the Company completed its acquisition of a

51%

interest (the "Acquisition") in Resource Plus, Inc. ("RPI"), a supplier of professional fixture installation and product merchandising services; and a

51%

interest in both of its sister companies, Mobex of North Florida, Inc. ("Mobex"), a proprietary retail fixture mobilization system manufacturer, and Leasex, LLC ("Leasex"), a company formed to lease Mobex's proprietary equipment. RPI owns a

70%

interest in BDA Resource, LLC, a Florida limited liability company ("BDA"), and RPI, Leasex, Mobex and BDA

may

be referred to individually and collectively as "Resource Plus".

October 13, 2017 (

each a "SPA"), which were subject to due diligence and completion of definitive documents. The base purchase prices under the SPAs for those Resource Plus equity interests were

$3,000,000

for Mr. Paulk and

$150,000

for Mr. Justus, subject to adjustment and potential bonuses as provided in their respective SPAs. At the closing on

January 9, 2018,

Mr. Paulk received the base purchase price in

$400,000

cash and a Promissory Note for

$2,600,000;

and Mr. Justus received the base purchase price in

$50,000

cash and a Promissory Note for

$100,000.

Those notes were issued by SMF, guaranteed by SGRP pursuant to separate Guaranties, and secured by SMF pursuant to separate Securities Pledge and Escrow Agreements to the sellers of the respective acquired equity interests, with each of those documents dated and effective as of

January 1, 2018.

Mr. Paulk's note is repayable in installments of

$300,000,

plus applicable interest, per year on

December 31

of each year (commencing in

2018

), with the balance due on

December 31, 2023;

and Mr. Justus's note on

December 31

of each such year (commencing in

2018

) is repayable in installments of

$33,333

per year, plus applicable interest, on

December 31

of each year, with the balance of

$33,334

due on

December 31, 2020.

$200,000

per year (plus an incentive bonus), and a term of office and severance protection through

January 1, 2020,

subject to annual extensions in the discretion of the parties.

A summary of preliminary purchase price consideration to be allocated by SGRP in the acquisition of RPI is provided below:

Cash consideration	$	456
Notes payable		2,300
Total consideration paid	$	2,756

The preliminary estimated assets acquired and liabilities assumed by SGRP are provided below:

Cash and cash equivalents	$	1,223
Accounts receivable		2,699
Accounts payable		(255	)
Property and equipment		155
Prepaid assets		86
Marketable securities		20
Other assets		50
Accrued expenses		(1,389	)
Revolving line of credit		(865	)
Other intangible assets		2,290
Residual goodwill		1,390
Estimated fair value of assets acquired		5,404
Non-controlling interest		(2,648	)
Consideration paid for acquisition	$	2,756

The following table contains unaudited pro forma revenue and net income for SPAR Group, Inc. assuming SPAR Resource Plus closed on

January 1, 2017 (

in thousands):

		Revenue				Net Income
Consolidated supplemental pro forma for the six month period ended June 30, 2017		$	92,859			$	811

January 1, 2017.

This pro forma information utilizes certain estimates, is presented for illustrative purposes only and

may

not

be indicative of the results of operation that would have actually occurred. In addition, future results

may

vary significantly from the results reflected in the pro forma information. The unaudited pro forma financial information does

not

reflect the impact of future events that

may

occur after the acquisition, such as anticipated cost savings from operating synergies. For the

six

month period ended

June 30, 2018,

Resource Plus contributed

$11.9

million to the Company’s total revenue and increased net income for the same period by

$129,000.

XML 33 R18.htm IDEA: XBRL DOCUMENT

Note 12 - Summary of Significant Accounting Policies	6 Months Ended
Note 12 - Summary of Significant Accounting Policies	Jun. 30, 2018
Notes to Financial Statements
Significant Accounting Policies [Text Block]	12. Summary of Significant Accounting Policies New Accounting Pronouncements In March 2018, the FASB issued ASU 2018 - 05, Income Taxes , to clarify the accounting implications of Staff Accounting Bulletin No. 118 ("SAB 118" ). SAB 118 provides a measurement period that should not extend beyond one year from December 22, 2017, the date of the enactment of the Tax Cuts and Jobs Act, to complete the accounting under Accounting Standards Codification ("ASC") 740, Income Taxes . As of June 30, 2018, we have not adjusted the provisional estimate recorded at December 31, 2017. We expect to complete our analysis within the measurement period in accordance with SAB 118. In February 2018, the FASB issued ASU 2018 - 02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which amends existing guidance for reporting comprehensive income to reflect changes resulting from the Tax Cuts and Jobs Act of 2017. The amendment provides the option to reclassify stranded tax effects within accumulated other comprehensive income (AOCI) to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recorded. New disclosures will be required upon adoption, including the accounting policy for releasing income tax effects from AOCI, whether reclassification of stranded income tax effects is elected, and information about other income tax effect reclassifications. Although the amendment will become effective for us on January 1, 2019, early adoption is permitted, although we do not plan to early adopt. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures. In February 2018, the FASB issued ASU No. 2018 - 02, Income Statement-Reporting Comprehensive Income (Topic 220 ): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“AOCI”). The accounting standard allows for the optional reclassification of stranded tax effects within accumulated other comprehensive income to retained earnings that arise due to the enactment of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The amount of the reclassification would reflect the effect of the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of enactment of the Tax Act and other income tax effects of the Tax Act on items remaining in accumulated other comprehensive income. The standard will be effective for annual periods beginning after December 15, 2018, including interim periods within that reporting period with early adoption permitted. The Company is currently evaluating the impact of its pending adoption of the new standard on its consolidated financial statements. On January 1, 2018, the Company prospectively adopted ASU 2017 - 01, Business Combinations: Clarifying the Definition of a Business , to clarify the definition of a business to assist entities when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The impact of the adoption did not have an impact on its results of operations, financial position or cash flows. In January 2017, the FASB issued Accounting Standard Update 2017 - 04 (ASU 2017 - 04 ), Intangibles-Goodwill and Other (Topic 350 ) Simplifying the Test for Goodwill Impairment. With ASU 2017 - 04, an entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, if the carrying amount of a reporting unit exceeds its fair value an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit. ASU 2017 - 04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact the adoption of ASU 2017 - 04 will have on our consolidated financial statements. In June 2016, the FASB issued ASU 2016 - 13 amending how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance requires the application of a current expected credit loss model which is a new impairment model based on expected losses. Under this model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable a loss has been incurred. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019 with early adoption permitted for annual reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016 - 02 amending the existing accounting standards for lease accounting and requiring lessees to recognize a right of use asset and liability for all leases with lease terms of more than 12 months, including those classified as operating leases. Both the asset and liability will initially be measured at the present value of the future minimum lease payments, with the asset being subject to adjustments such as initial direct costs. Consistent with current GAAP, the presentation of expenses and cash flows will depend primarily on the classification of the lease as either a finance or an operating lease. The new standard also requires additional quantitative and qualitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases in order to provide additional information about the nature of an organization's leasing activities. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 and requires modified retrospective application. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures. Upon adoption, the Company expects the amount recognized for the right of use assets and liabilities to be material to the consolidated financial statements.

XML 34 R19.htm IDEA: XBRL DOCUMENT

Note 13 - Capital Lease Obligations

6 Months Ended

Jun. 30, 2018

Capital Leases in Financial Statements of Lessee Disclosure [Text Block]

13.

Capital Lease Obligations

The Company has

two

outstanding capital lease obligations with interest rates as follows. The related capital lease asset balances are detailed below (in thousands):

Start Date:	Interest Rate		Original Cost		Accumulated Amortization		Net Book Value at June 30, 2018
January 2017		5.8%	$	76	$	31	$	40
August 2017		6.4%	$	147	$	33	$	105

Annual future minimum lease payments required under the leases, together with the present value as of

June 30, 2018,

are as follows (in thousands):

Year Ending December 31,		Amount

2018	(July thru December)	$	41
2019			82
2020			31
Total			154
Less amount representing interest			9
Present value of net minimum lease payments included in accrued expenses and other current liabilities, and long term debt		$	145

XML 35 R20.htm IDEA: XBRL DOCUMENT

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2018
Accounting Policies [Abstract]
New Accounting Pronouncements, Policy [Policy Text Block]	New Accounting Pronouncements In March 2018, the FASB issued ASU 2018 - 05, Income Taxes , to clarify the accounting implications of Staff Accounting Bulletin No. 118 ("SAB 118" ). SAB 118 provides a measurement period that should not extend beyond one year from December 22, 2017, the date of the enactment of the Tax Cuts and Jobs Act, to complete the accounting under Accounting Standards Codification ("ASC") 740, Income Taxes . As of June 30, 2018, we have not adjusted the provisional estimate recorded at December 31, 2017. We expect to complete our analysis within the measurement period in accordance with SAB 118. In February 2018, the FASB issued ASU 2018 - 02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which amends existing guidance for reporting comprehensive income to reflect changes resulting from the Tax Cuts and Jobs Act of 2017. The amendment provides the option to reclassify stranded tax effects within accumulated other comprehensive income (AOCI) to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recorded. New disclosures will be required upon adoption, including the accounting policy for releasing income tax effects from AOCI, whether reclassification of stranded income tax effects is elected, and information about other income tax effect reclassifications. Although the amendment will become effective for us on January 1, 2019, early adoption is permitted, although we do not plan to early adopt. We are currently evaluating the impact of adopting this standard on our consolidated financial statements and disclosures. In February 2018, the FASB issued ASU No. 2018 - 02, Income Statement-Reporting Comprehensive Income (Topic 220 ): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“AOCI”). The accounting standard allows for the optional reclassification of stranded tax effects within accumulated other comprehensive income to retained earnings that arise due to the enactment of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The amount of the reclassification would reflect the effect of the change in the U.S. federal corporate income tax rate on the gross deferred tax amounts and related valuation allowances, if any, at the date of enactment of the Tax Act and other income tax effects of the Tax Act on items remaining in accumulated other comprehensive income. The standard will be effective for annual periods beginning after December 15, 2018, including interim periods within that reporting period with early adoption permitted. The Company is currently evaluating the impact of its pending adoption of the new standard on its consolidated financial statements. On January 1, 2018, the Company prospectively adopted ASU 2017 - 01, Business Combinations: Clarifying the Definition of a Business , to clarify the definition of a business to assist entities when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The impact of the adoption did not have an impact on its results of operations, financial position or cash flows. In January 2017, the FASB issued Accounting Standard Update 2017 - 04 (ASU 2017 - 04 ), Intangibles-Goodwill and Other (Topic 350 ) Simplifying the Test for Goodwill Impairment. With ASU 2017 - 04, an entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, if the carrying amount of a reporting unit exceeds its fair value an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit. ASU 2017 - 04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact the adoption of ASU 2017 - 04 will have on our consolidated financial statements. In June 2016, the FASB issued ASU 2016 - 13 amending how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance requires the application of a current expected credit loss model which is a new impairment model based on expected losses. Under this model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable a loss has been incurred. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019 with early adoption permitted for annual reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016 - 02 amending the existing accounting standards for lease accounting and requiring lessees to recognize a right of use asset and liability for all leases with lease terms of more than 12 months, including those classified as operating leases. Both the asset and liability will initially be measured at the present value of the future minimum lease payments, with the asset being subject to adjustments such as initial direct costs. Consistent with current GAAP, the presentation of expenses and cash flows will depend primarily on the classification of the lease as either a finance or an operating lease. The new standard also requires additional quantitative and qualitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases in order to provide additional information about the nature of an organization's leasing activities. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 and requires modified retrospective application. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures. Upon adoption, the Company expects the amount recognized for the right of use assets and liabilities to be material to the consolidated financial statements.

XML 36 R21.htm IDEA: XBRL DOCUMENT

Note 4 - Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2018

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

	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Numerator:
Net (loss) income attributable to SPAR Group, Inc.	$	(1,763	)	$	343	$	(1,638	)	$	99

Denominator:
Weighted average shares used in basic net income per share calculation		20,649			20,647		20,649			20,648

Weighted average shares used in diluted net income per share calculation		20,649			21,312		20,649			21,336

Basic and diluted net (loss) income per common share	$	(0.09	)	$	0.02	$	(0.08	)	$	0.00

XML 37 R22.htm IDEA: XBRL DOCUMENT

Note 5 - Credit Facilities and Other Debt (Tables)

6 Months Ended

Jun. 30, 2018

Schedule of Debt [Table Text Block]

	Interest Rate as of June 30 , 2018				2018		2019		2020		2021		2022		2023
USA - PNC Bank			4.592%		$	–	$	–	$	8,391	$	–	$	–	$	–
USA – Fifth Third Bank			4.725%			–		–		965		–		–		–
USA – Resource Plus Seller Notes			1.85%			333		333		334		300		300		1,100
Australia - National Australia Bank			6.3%			280		–		–		–		–		–
Brazil – Various Banks		0.92	–	3.9%		2,968		–		–		–		–		–
Total					$	3,581	$	333	$	9,690	$	300	$	300	$	1,100

Credit And Debt Facilities Unused Availability [Table Text Block]

	June 30, 2018		December 31, 2017
Unused Availability:
United States	$	3,644	$	3,530
Australia		313		731
Mexico		252		254
Brazil		437		1,554
Total Unused Availability	$	4,646	$	6,069

XML 38 R23.htm IDEA: XBRL DOCUMENT

Note 6 - Related-party Transactions (Tables)

6 Months Ended

Jun. 30, 2018

	Three Months Ended June 30 ,				Six Months Ended June 30 ,
	201 8		201 7		201 8		201 7
Services provided by affiliates:
Field merchandiser and other expenses (SBS)	$	6,561	$	6,835	$	13,290	$	12,625
Field administration and other expenses (SAS)		1,113		1,055		2,262		2,129
Office and vehicle rental expenses (MPT)		6		3		25		18
Vehicle rental expenses (MCPT)		118		56		457		353
Office and vehicle rental expenses (MHT)		9		8		62		48
Consulting and administrative services (CON)		56		13		115		109
Legal Services (KMSA)		28		24		54		48
Warehousing rental (JFMD)		12		13		24		24

Total services provided by affiliates	$	7,903	$	8,007	$	16,289	$	15,354

Due to affiliates consists of the following (in thousands):	June 30 ,		December 31,
	201 8		201 7
Loans from local investors:(1)
Australia	$	237	$	250
Mexico		1,001		1,001
Brazil		139		139
China		1,217		719
South Africa		–		24
Resource Plus		731		–
Accrued Expenses due to affiliates:
SBS/SAS		1,486		893
Total due to affiliates	$	4,811	$	3,026

XML 39 R24.htm IDEA: XBRL DOCUMENT

Note 10 - Segment Information (Tables)

6 Months Ended

Jun. 30, 2018

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

	Three Months Ended June 30,						Six Months Ended June 30,
	201 8			201 7			201 8			201 7
Revenue:
United States	$	21,556		$	13,685		$	39,925		$	25,006
International		37,668			29,037			73,878			57,602
Total revenue	$	59,224		$	42,722		$	113,803		$	82,608

Operating (loss) income:
United States	$	(1,900	)	$	292		$	(2,219	)	$	357
International		663			679			1,713			1,098
Total operating (loss) income	$	(1,237	)	$	971		$	(506	)	$	1,455

Interest expense (income):
United States	$	48		$	52		$	62		$	102
International		306			2			491			(95	)
Total interest expense	$	354		$	54		$	553		$	7

Other (income), net:
United States	$	(29	)	$	–		$	–		$	–
International		(203	)		(135	)		(304	)		(197	)
Total other (income), net	$	(232	)	$	(135	)	$	(304	)	$	(197	)

Income (loss) before income tax expense:
United States	$	(1,919	)	$	240		$	(2,281	)	$	255
International		560			812			1,526			1,390
Total income before income tax expense	$	(1,359	)	$	1,052		$	(755	)	$	1,645

Income tax (benefit) expense:
United States	$	(434	)	$	31		$	(446	)	$	(85	)
International		172			247			362			782
Total income tax (benefit) expense	$	(262	)	$	278		$	(84	)	$	697

Net (loss) income :
United States	$	(1,485	)	$	209		$	(1,835	)	$	340
International		388			565			1,164			608
Total net (loss) income	$	(1,097	)	$	774		$	(671	)	$	948

Depreciation and amortization:
United States	$	339		$	340		$	720		$	679
International		192			194			352			360
Total depreciation and amortization	$	531		$	534		$	1,072		$	1,039

Capital expenditures:
United States	$	423		$	245		$	907		$	511
International		40			87			44			181
Total capital expenditures	$	463		$	332		$	951		$	692

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

	June 30 ,		December 31 ,
	2018		2017
Assets:
United States	$	28,842	$	17,511
International		41,647		40,477
Total assets	$	70,489	$	57,988

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

	June 30 ,		December 31,
	20 18		20 17
Long lived assets:
United States	$	10,141	$	7,109
International		4,260		4,057
Total long lived assets	$	14,401	$	11,166

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

	Three Months Ended June 30 ,										Six Months Ended June 30 ,
	20 18					2017					20 18					2017
International revenue:			% of consolidated net revenue					% of consolidated net revenue					% of consolidated net revenue					% of consolidated net revenue
Brazil	$	13,046		22.1	%	$	8,157		19.1	%	$	26,456		23.3	%	$	18,100		21.9	%
South Africa		7,400		12.5			6,916		16.2			14,844		13.1			12,943		15.7
Mexico		5,236		8.9			5,374		12.6			10,596		9.3			10,062		12.2
China		4,090		6.9			2,120		5.0			6,532		5.8			4,528		5.5
Japan		2,759		4.7			1,835		4.3			5,006		4.4			3,544		4.3
India		2,382		4.0			1,838		4.3			4,806		4.2			3,450		4.2
Canada		1,844		3.1			1,742		4.1			3,778		3.3			3,045		3.7
Australia		851		1.4			996		2.3			1,737		1.5			1,806		2.2
Turkey		60		0.1			59		0.1			123		0.1			124		0.2
Total international revenue	$	37,668		63.7	%	$	29,037		68.0	%	$	73,878		65.0	%	$	57,602		69.9	%

XML 40 R25.htm IDEA: XBRL DOCUMENT

Note 11 - Purchase of Interests in Subsidiaries (Tables) - Resource Plus, Inc [Member]

6 Months Ended

Jun. 30, 2018

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Cash consideration	$	456
Notes payable		2,300
Total consideration paid	$	2,756

Cash and cash equivalents	$	1,223
Accounts receivable		2,699
Accounts payable		(255	)
Property and equipment		155
Prepaid assets		86
Marketable securities		20
Other assets		50
Accrued expenses		(1,389	)
Revolving line of credit		(865	)
Other intangible assets		2,290
Residual goodwill		1,390
Estimated fair value of assets acquired		5,404
Non-controlling interest		(2,648	)
Consideration paid for acquisition	$	2,756

Business Acquisition, Pro Forma Information [Table Text Block]

		Revenue				Net Income
Consolidated supplemental pro forma for the six month period ended June 30, 2017		$	92,859			$	811

XML 41 R26.htm IDEA: XBRL DOCUMENT

Note 13 - Capital Lease Obligations (Tables)

6 Months Ended

Jun. 30, 2018

Schedule of Capital Leased Assets [Table Text Block]

Start Date:	Interest Rate		Original Cost		Accumulated Amortization		Net Book Value at June 30, 2018
January 2017		5.8%	$	76	$	31	$	40
August 2017		6.4%	$	147	$	33	$	105

Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]

Year Ending December 31,		Amount

2018	(July thru December)	$	41
2019			82
2020			31
Total			154
Less amount representing interest			9
Present value of net minimum lease payments included in accrued expenses and other current liabilities, and long term debt		$	145

XML 42 R27.htm IDEA: XBRL DOCUMENT

Note 1 - Basis of Presentation (Details Textual) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Effective Income Tax Rate Reconciliation, Percent, Total	25.00%	38.00%
Unrecognized Tax Benefits, Ending Balance	$ 3,300,000
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability	$ 251,000

XML 43 R28.htm IDEA: XBRL DOCUMENT

Note 2 - Business and Organization (Details Textual)	6 Months Ended
Note 2 - Business and Organization (Details Textual)	Jun. 30, 2018
Number of Countries in which Entity Operates	10
Number of Reportable Segments	2

XML 44 R29.htm IDEA: XBRL DOCUMENT

Note 3 - Settlement and Other Charges (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Settlement and Other Charges	$ 1,975,000		$ 1,975,000
SBS And SAS [Member]
Due from Related Parties, Total	675,000		$ 675,000
Reserve for Related-party Receivables, Amount Recorded During Period	675,000
SBS Clothier Litigation [Member]
Settlement and Other Charges	$ 1,300,000

XML 45 R30.htm IDEA: XBRL DOCUMENT

Note 4 - Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Net Income (Loss) Attributable to Parent, Total	$ (1,763)	$ 343	$ (1,638)	$ 99
Weighted average shares used in basic net income per share calculation (in dollars per share)	$ 20,649	$ 20,647	$ 20,649	$ 20,648
Weighted average shares used in diluted net income per share calculation (in dollars per share)	20,649	21,312	20,649	21,336
Basic and diluted net (loss) income per common share (in dollars per share)	$ (0.09)	$ 0.02	$ (0.08)	$ 0

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

- Definition

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

+ References + Details

XML 46 R31.htm IDEA: XBRL DOCUMENT

Note 5 - Credit Facilities and Other Debt (Details Textual) $ in Millions						6 Months Ended
	May 29, 2018 USD ($)	May 25, 2018 USD ($)	Jan. 16, 2018 USD ($)	Jan. 09, 2018 USD ($)	Dec. 26, 2016 USD ($)	Jun. 30, 2018 USD ($)	Jul. 03, 2018 USD ($)	Jun. 30, 2018 AUD ($)	Jun. 30, 2018 BRL (R$)	May 29, 2018 BRL (R$)	May 25, 2018 BRL (R$)	Oct. 31, 2017 USD ($)	Oct. 31, 2017 AUD ($)	Dec. 26, 2016 MXN ($)	Dec. 26, 2016 BRL (R$)	Nov. 29, 2016 USD ($)	Nov. 29, 2016 BRL (R$)
Resource Plus Acquisition Note [Member]
Notes Payable, Total				$ 2,700,000
Resource Plus, Inc [Member]
Business Acquisition, Percentage of Voting Interests Acquired				51.00%
Itau Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity																$ 1,000,000	R$ 4,000,000
Long-term Line of Credit, Total						$ 1,000,000			R$ 4,000,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability																0.00%	0.00%
Revolving Credit Facility [Member] \| PNC Bank, National Association [Member]
Line of Credit Facility, Maximum Borrowing Capacity			$ 9,000,000
Line of Credit Facility, Interest Rate at Period End						4.592%		4.592%	4.592%
Long-term Line of Credit, Total						$ 8,400,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability						85.00%		85.00%	85.00%
Proceeds from Long-term Lines of Credit			7,600,000
Line of Credit Facility, Covenant Terms, Minimum Tangible Net Worth			$ 13,400,000
Revolving Credit Facility [Member] \| PNC Bank, National Association [Member] \| Subsequent Event [Member]
Line of Credit Facility, Maximum Borrowing Capacity							$ 9,500,000
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
Line of Credit Facility, Interest Rate at Period End						4.725%		4.725%	4.725%
Long-term Line of Credit, Total						$ 965,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability				80.00%
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												$ 593,000	$ 800,000
Long-term Line of Credit, Total						280,000		$ 377,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability												80.00%	80.00%
Revolving Credit Facility [Member] \| Daycoval Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity					$ 1,300,000										R$ 6,000,000
Long-term Line of Credit, Total						1,500,000			R$ 6,000,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability					80.00%									80.00%	80.00%
Revolving Credit Facility [Member] \| Banco Bradesco [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 310,000									R$ 1,200,000
Long-term Line of Credit, Total						49,000			189,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability	0.00%									0.00%
Line of Credit Facility, Expiration Date	Nov. 29, 2019
Revolving Credit Facility [Member] \| Banco Safra [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 774,000									R$ 3,000,000
Long-term Line of Credit, Total						352,000			R$ 1,400,000
Line of Credit Facility, Expiration Date		Aug. 13, 2018
Revolving Credit Facility [Member] \| BBVA Bancomer Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity					$ 252,000									$ 5
Long-term Line of Credit, Total						$ 0
Revolving Credit Facility [Member] \| BBVA Bancomer Bank [Member] \| Interbank Interest Rate [Member]
Debt Instrument, Basis Spread on Variable Rate					4.00%	11.80%

XML 47 R32.htm IDEA: XBRL DOCUMENT

Note 5 - Credit Facilities and Other Debt - Summary of Credit and Other Debt Facilities (Details) $ in Thousands	Jun. 30, 2018 USD ($)
Repayments of principal, 2018	$ 3,581
Repayments of principal, 2019	333
Repayments of principal, 2020	9,690
Repayments of principal, 2021	300
Repayments of principal, 2022	300
Repayments of principal, 2023	$ 1,100
Resource Plus Acquisition Note [Member]
Interest Rate	1.85%
Repayments of principal, 2018	$ 333
Repayments of principal, 2019	333
Repayments of principal, 2020	334
Repayments of principal, 2021	300
Repayments of principal, 2022	300
Repayments of principal, 2023	$ 1,100
PNC Bank, National Association [Member]
Interest Rate	4.592%
Repayments of principal, 2018
Repayments of principal, 2019
Repayments of principal, 2020	8,391
Repayments of principal, 2021
Repayments of principal, 2022
Repayments of principal, 2023
Fifth Third Bank [Member]
Interest Rate	4.725%
Repayments of principal, 2018
Repayments of principal, 2019
Repayments of principal, 2020	965
Repayments of principal, 2021
Repayments of principal, 2022
Repayments of principal, 2023
National Australia Bank [Member]
Interest Rate	6.30%
Repayments of principal, 2018	$ 280
Repayments of principal, 2019
Repayments of principal, 2020
Repayments of principal, 2021
Repayments of principal, 2022
Repayments of principal, 2023
Various Banks in Brazil [Member]
Interest Rate
Repayments of principal, 2018	$ 2,968
Repayments of principal, 2019
Repayments of principal, 2020
Repayments of principal, 2021
Repayments of principal, 2022
Repayments of principal, 2023
Various Banks in Brazil [Member] \| Minimum [Member]
Interest Rate	0.92%
Various Banks in Brazil [Member] \| Maximum [Member]
Interest Rate	3.90%

XML 48 R33.htm IDEA: XBRL DOCUMENT

Note 5 - Credit Facilities and Other Debt - Unused Availability (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Unused Availability	$ 4,646	$ 6,069
UNITED STATES
Unused Availability	3,644	3,530
AUSTRALIA
Unused Availability	313	731
MEXICO
Unused Availability	252	254
BRAZIL
Unused Availability	$ 437	$ 1,554

XML 49 R34.htm IDEA: XBRL DOCUMENT

Note 6 - Related-party Transactions (Details Textual)			3 Months Ended		5 Months Ended	6 Months Ended		7 Months Ended	12 Months Ended
Note 6 - Related-party Transactions (Details Textual)	May 23, 2018 USD ($)	Sep. 08, 2016 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	May 31, 2016	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Dec. 31, 2016	Dec. 31, 2017 USD ($)
Related Party Transaction, Expenses from Transactions with Related Party			$ 7,903,000	$ 8,007,000		$ 16,289,000	$ 15,354,000
Payments for Cash Collateral Deposits						$ 965,000
Merhold Property Trust [Member]
Number Of Vehicles Subleased						20
Number Of Vehicles Leased						172
Lessee, Operating Lease, Term of Contract			4 years			4 years
SBS [Member]
Number of Merchandising Specialists						4,515
Number of National, Regional, and District Administrators						59	56
Withheld Final Mark-up Compensation Due to Related Party	$ 100,000
Estimated Additional Field Specialist Payments	$ 130,000
Related Party Transaction, Reimbursement of Legal Expenses from Transaction with Related Party			$ 44,000	$ 93,000		$ 104,000	$ 179,000
Payments for Cash Collateral Deposits, Allocated to Related Party						379,000
SBS [Member] \| Domestic Merchandising Specialists Field Force [Member]
Payments for Related Party Services						$ 13,300,000	$ 12,600,000		$ 25,900,000
Percent Of Service Provided By Related Party						48.00%	81.00%		77.00%
SBS [Member] \| Domestic Field Management [Member]
Payments for Related Party Services						$ 2,300,000	$ 2,100,000
Percent Of Service Provided By Related Party						86.00%	90.00%
Related Party Transaction, Expenses from Transactions with Related Party						$ 15,600,000	$ 14,900,000
SBS [Member] \| Cost Plus Fees [Member]
Related Party Transaction, Rate					4.00%	2.96%		2.00%
Related Party Transaction, Overpayment Amount						$ 450,000
NRS [Member]
Majority Interest Ownership Percentage By Parent			51.00%			51.00%
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners			49.00%			49.00%
Resource Plus, Inc [Member]
Majority Interest Ownership Percentage By Parent			51.00%			51.00%
Mr. Justus [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners			49.00%			49.00%
C M R Meridien [Member]
Majority Interest Ownership Percentage By Parent			51.00%			51.00%
Mr. Brian Mason Mr. Garry Bristow And Mr. Adrian Wingfield [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners			49.00%			49.00%
Mr. Mason [Member] \| Merhold Property Trust [Member]
Related Party Ownership Percentage						50.00%
Mr. Mason [Member] \| Merhold Holding Trust [Member]
Related Party Ownership Percentage						46.70%
Mr. Mason and Mr. Bristow [Member] \| Merhold Cape Property Trust [Member]
Related Party Ownership Percentage						50.00%
Mr. Bristow [Member] \| Merhold Holding Trust [Member]
Related Party Ownership Percentage						20.00%
Mr. Wingfield [Member] \| Merhold Holding Trust [Member]
Related Party Ownership Percentage						33.30%
NDS [Member]
Majority Interest Ownership Percentage By Parent			51.00%			51.00%
Mr And Ms Yilmaz [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners			49.00%			49.00%
Mr. Juan F. Medina Domenzain [Member] \| CON [Member]
Related Party Ownership Percentage						90.00%
SMF [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]
Due from Related Parties, Total			$ 675,000			$ 675,000
Reserve for Related-party Receivables, Amount Recorded During Period			$ 675,000
SPAR InfoTech, Inc. [Member] \| Assistance Provided in Connection to Brazilian Acquisition [Member]
Related Party Transaction, Amounts of Transaction		$ 49,000

XML 50 R35.htm IDEA: XBRL DOCUMENT

Note 6 - Related-party Transactions - Transactions Between the Company and Affiliates (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2018

Jun. 30, 2017

Jun. 30, 2018

Jun. 30, 2017

Dec. 31, 2017

$ 7,903

$ 8,007

$ 16,289

$ 15,354

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

4,811

$ 3,026

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

^[1]

237

250

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]

1,217

719

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

^[1]

Accrued Expenses Due to Affiliates [Member] | SBS [Member]

^[1]

731

Field Merchandiser Services SBS [Member]

1,486

$ 893

Field Administration Expenses SAS [Member]

6,561

6,835

13,290

12,625

Office And Vehicle Rental MPT [Member]

1,113

1,055

2,262

2,129

Vehicle Rental MCPT [Member]

Office And Vehicle Rental MHT [Member]

118

457

353

Consulting and Administrative Services (CON) [Member]

Legal Services (KMSA) [Member]

115

109

Warehouse Rental (JFMD) [Member]