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

Business and Organization

The SPAR Group, Inc., a Delaware corporation ("SGRP"), and its subsidiaries (together with SGRP, the "SPAR Group" or the "Company"), is a supplier of merchandising and other marketing services throughout the United States and internationally. The Company also provides in-store event staffing, product sampling, audit services, furniture and other product assembly services, technology services and marketing research services. Assembly services are performed in stores, homes and offices while those other services are primarily performed in mass merchandise, office supply, grocery, drug, home improvement, independent, convenience and electronics stores.

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

may

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

may

include restocking and adding new products, removing spoiled or outdated products, resetting categories "on the shelf" in accordance with client or store schematics, confirming and replacing shelf tags, setting new sale or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

The Company operates in

countries and divides its operations into

two

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

1979,

and its International Division, which began operations in

May 2001

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

The Company continues to focus on expanding its merchandising and marketing services business throughout the world.

The Company's Domestic Division provides nationwide merchandising and other marketing services throughout the United States of America primarily on behalf of consumer product manufacturers and retailers at mass merchandise, office supply, grocery, drug, dollar, home improvement, independent, convenience and electronics stores. Included in its clients are home entertainment, general merchandise, health and beauty care, consumer goods and food products companies.

The Company executes and administers its domestic field services through the services of field merchandising, auditing, assembly and other field personnel (each a "Field Specialist"), substantially all of whom are provided to the Company and engaged by independent

third

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

third

parties. Substantially all the Field Specialist services were provided by an affiliate to the Company, SPAR Business Services, Inc. ("SBS), for this reporting period through

July 2018

when the Company terminated its relationship with SBS. The Company is reevaluating its domestic business model of using independent contractor Field Specialists provided by other

third

parties in light of changing client requirements and regulatory environments and intends to begin testing an employee based model for certain domestic clients that are requiring the Company to use employees as Field Specialists.

The Company's international business in each territory outside the United States is conducted through a foreign subsidiary incorporated in its primary territory. The primary territory establishment date (which

may

include predecessors), the percentage of the Company's equity ownership, and the principal office location for its US (domestic) subsidiaries and each of its foreign (international) subsidiaries is as follows:

Primary Territory	Date Established	SGRP Percentage Ownership	Principal Office Location
Domestic
United States of America	1979	100%	White Plains, New York
National Merchandising Services, LLC	2012	51%	Fayetteville, Georgia
Resource Plus of North Florida, Inc.	2018	51%	Jacksonville, Florida
International
Japan	May 2001	100%	Tokyo, Japan
Canada	June 2003	100%	Vaughan, Ontario, Canada
South Africa	April 2004	51%	Durban, South Africa
India	April 2004	51%	New Delhi, India
Australia	April 2006	51%	Melbourne, Australia
China	March 2010	51%	Shanghai, China
Mexico	August 2011	51%	Mexico City, Mexico
Turkey	November 2011	51%	Istanbul, Turkey
Brazil	September 2016	51%	Sao Paulo, Brazil

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Significant Accounting Policies [Text Block]

Summary of Significant Accounting Policies

Principles of Consolidation

The Company consolidates its

100%

owned subsidiaries and all of its

51%

owned joint venture subsidiaries in accordance with the provisions required by the Consolidation Topic

810

of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). All significant intercompany accounts and transactions have been eliminated.

Accounting for Joint Venture

Subsidiarie

For the Company's less than wholly owned subsidiaries, the Company

first

analyzes to determine if a joint venture subsidiary is a variable interest entity (a "VIE") in accordance with ASC

810

and if so, whether the Company is the primary beneficiary requiring consolidation. A VIE is an entity that has (i) insufficient equity to permit it to finance its activities without additional subordinated financial support or (ii) equity holders that lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary, which is the entity that has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that potentially could be significant to the entity. Variable interests in a VIE are contractual, ownership, or other financial interests in a VIE that change with changes in the fair value of the VIE's net assets. The Company continuously re-assesses at each level of the joint venture whether the entity is (i) a VIE, and (ii) if the Company is the primary beneficiary of the VIE. If it was determined that an entity in which the Company holds an interest qualified as a VIE and the Company was the primary beneficiary, it would be consolidated.

Based on the Company's analysis for each of its

51%

owned joint ventures, the Company has determined that each is a VIE and that Company is the primary beneficiary of that VIE. In addition to its controlling interest, the Company controls the proprietary information technology that is used at and is significant to each joint venture and the Company has the ability to control other key decisions. Accordingly, the Company has the power to direct key activities and the obligation to absorb losses or the right to receive benefits that could be significant and consolidates each joint venture under the VIE rules and reflects the

49%

interests in the Company's consolidated financial statements as non-controlling interests. The Company records these non-controlling interests at their initial fair value, adjusting the basis prospectively for their share of the respective consolidated investments' net income or loss or equity contributions and distributions. These non-controlling interests are

not

redeemable by the equity holders and are presented as part of permanent equity. Income and losses are allocated to the non-controlling interest holder based on its economic ownership percentage.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the amounts disclosed for contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid short-term investments with original maturities of

three

months or less at the time of acquisition to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value.

Concentration of Credit Risk

The Company maintains cash balances with high quality financial institutions and periodically evaluates the creditworthiness of such institutions and believes that the Company is

not

exposed to significant credit risk.

Revenue Recognition

The Company's services are provided to its clients under contracts or agreements. The Company bills its clients based upon service fee arrangements. Revenues under service fee arrangements are recognized when the service is performed. Customer deposits, which are considered advances on future work, are recorded as revenue in the period services are provided.

May 2014,

the FASB issued Accounting Standards Update

No.

2014

(Topic

606

) "Revenue from Contracts with Customers." Topic

606

supersedes the revenue recognition requirements in Topic

605

"Revenue Recognition" (Topic

605

) and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company adopted Topic

606

as of

January 1, 2018

using the modified retrospective transition method with the impact upon adoption

not

significant.

The Company records revenue from contracts with its customers through the execution of a Master Service Agreement ("MSA") that are effectuated through individual Statements of Work ("SOW" and with the applicable MSA collectively a "Contract"). The MSAs generally define the financial, service, and communication obligations between the client and SPAR while the SOWs state the project objective, scope of work, time frame, rate and driver in which SPAR will be paid. Only when the MSA and SOW are combined as a Contract can all

five

revenue standard criteria be met. The Company integrates a series of tasks promised within these Contracts into a bundle of services that represent the combined performance obligation of Merchandising Services. Such Merchandising Services are performed over the duration of the SOW. Most Merchandising Services are performed on a daily, weekly or monthly basis. Revenue from Merchandising Services are recognized as the services are performed based on a rate per driver basis (per hour, store visit or unit stocked) with services delivered as they are consumed.

All of the Company's Contracts with customers have a duration of

one

year or less, with over

90%

being completed in less than

-days, and revenue is recognized as services are performed. Given the nature of the Company's business, how the Contracts are structured and how the Company is compensated the Company has elected the right-to-invoice practical expedient allowed under the revenue standard.

Unbilled Accounts Receivable

Unbilled accounts receivable represent services performed but

not

billed and are included as accounts receivable.

Doubtful Accounts and Credit Risks

The Company continually monitors the collectability of its accounts receivable based upon current client credit information and financial condition. Balances that are deemed to be uncollectible after the Company has attempted reasonable collection efforts are written off through a charge to the bad debt allowance and a credit to accounts receivable. Accounts receivable balances, net of any applicable reserves or allowances, are stated at the amount that management expects to collect from the outstanding balances. The Company provides for probable uncollectible amounts through a charge to earnings and a credit to bad debt allowance based in part on management's assessment of the current status of individual accounts. Based on management's assessment, the Company established an allowance for doubtful accounts of

$533,000

and

$342,000

December 31, 2018,

and

2017,

respectively. Bad debt expense was

$196,000

and

$113,000

for the years ended

December 31, 2018

and

2017,

respectively.

Property and Equipment and Depreciation

Property and equipment, including leasehold improvements, are stated at cost. Depreciation is calculated on a straight-line basis over estimated useful lives of the related assets, which range from

three

seven

years. Leasehold improvements are depreciated over the shorter of their estimated useful lives or lease term, using the straight-line method. Maintenance and minor repairs are charged to expense as incurred. Depreciation expense for the years ended

December 31, 2018

and

2017

(including amortization of capitalized software as described below) was

$1.5

million for both periods.

Internal Use Software Development Costs

The Company capitalizes certain costs associated with its internally developed software. Specifically, the Company capitalizes the costs of materials and services incurred in developing or obtaining internal use software. These costs include (but are

not

limited to) the cost to purchase software, the cost to write program code, payroll and related benefits and travel expenses for those employees who are directly involved with and who devote time to the Company's software development projects. Capitalization of such costs ceases when the project is substantially complete and ready for its intended purpose. Costs incurred during preliminary project and post-implementation stages, as well as software maintenance and training costs, are expensed in the period in which they are incurred. Capitalized software development costs are amortized over

three

years on a straight-line basis.

The Company capitalized

$1.3

and

$1.0

million of costs related to software developed for internal use in

2018

and

2017,

respectively, and recognized approximately

$1.2

million of amortization of capitalized software for both the years ended

December 31, 2018

and

2017.

Impairment of

Long-Lived

Assets

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of the Company's property and equipment and intangible assets subjected to amortization

may

not

be recoverable. When indicators of potential impairment exist, the Company assesses the recoverability of the assets by estimating whether the Company will recover its carrying value through the undiscounted future cash flows generated by the use of the asset and its eventual disposition. Based on this analysis, if the Company does

not

believe that it will be able to recover the carrying value of the asset, the Company records an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset. If any assumptions, projections or estimates regarding any asset change in the future, the Company

may

have to record an impairment to reduce the net book value of such individual asset.

Goodwill

may

result from our business acquisitions. Goodwill is assigned to our reporting units based on the expected benefit from the synergies arising from each business combination, determined by using certain financial metrics, including the forecast discounted cash flows associated with each reporting unit. We allocate goodwill acquired in a business combination to the appropriate reporting unit as of the acquisition date.

Goodwill is subject to annual impairment tests and interim impairment tests if impairment indicators are present. The impairment tests require the Company to

first

assess qualitative factors to determine whether it is necessary to perform a

two

-step quantitative goodwill impairment test. The Company is

not

required to calculate the fair value of a reporting unit unless it determines, based on a qualitative assessment, that it is more likely than

not

that its fair value is less than its carrying amount. If the qualitative assessment indicates a potential impairment, the Company performs the

two

step quantitative impairment test. Step

one

of the

two

step impairment test is to compare the fair value of the reporting unit with the reporting unit's carrying amount including goodwill. If the test indicates that the fair value is less than the carrying value, then step

two

is required to compare the implied fair value of the reporting unit's goodwill with the carrying amount of the reporting unit's goodwill. If the carrying amount of the goodwill exceeds its implied fair value, an impairment loss shall be recognized in an amount equal to that excess. The Company has determined that it has

two

reporting units, and that a

two

-step quantitative goodwill impairment test was

not

necessary, as of

December 31, 2018

and

2017.

Accounting for Share Based Compensation

The Company measures all employee share-based compensation awards using a fair value method and records the related expense in the financial statements over the period during which an employee is required to provide service in exchange for the award. Excess tax benefits are realized from the exercise of stock options and are reported as a financing cash inflow rather than as a reduction of taxes paid in cash flow from operations. For each award that has a graded vesting schedule, the Company recognizes compensation cost on a straight-line basis over the requisite service period for the entire award. Share based employee compensation expense for the years ended

December 31, 2018

and

2017

was

$221,000

and

$225,000,

respectively.

Fair Value Measurements

Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The generally accepted accounting principles fair value framework uses a

three

-tiered approach. Fair value measurements are classified and disclosed in

one

of the following

three

categories:

●

Level

– Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

●

Level

– Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are

not

active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

●

Level

– Prices or valuation techniques where little or

market data is available that requires inputs that are significant to the fair value measurement and unobservable.

If the inputs used to measure the fair value fall within different levels of the hierarchy, the fair value is determined based upon the lowest level input that is significant to the fair value measurement. Whenever possible, the Company uses quoted market prices to determine fair value. In the absence of quoted market prices, the Company uses independent sources and data to determine fair value. Due to their short maturity, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximated the fair values (Level

) at

December 31, 2018

and

2017.

The carrying value of the Company's long-term debt with variable interest rates approximates fair value based on instruments with similar terms (Level

Accounting for Income Taxes

Income tax provisions and benefits are made for taxes currently payable or refundable, and for deferred income taxes arising from future tax consequences of events that were recognized in the Company's financial statements or tax returns and tax credit carry forwards. The effects of income taxes are measured based on enacted tax laws and rates applicable to periods in which the differences are expected to reverse. If necessary, a valuation allowance is established to reduce deferred income tax assets to an amount that will more likely than

not

be realized.

The calculation of income taxes involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a

two

-step process. The

first

step involves evaluating the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than

not

that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The

second

step involves estimating and measuring the tax benefit as the largest amount that is more than

50%

likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company has to determine the probability of various possible outcomes. Our evaluation of uncertain tax positions is based on factors including, but

not

limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

The Tax Cuts and Jobs Act ("the Tax Act") signed into law what is a comprehensive U.S. tax reform package that, effective

January 1, 2018,

among other things, lowered the corporate income tax rate from

35%

21%

and moved the country towards a territorial tax system with a

one

-time mandatory tax on previously deferred foreign earnings of foreign subsidiaries. See Note

to the Company's Consolidated Financial Statements –

Income Taxes

, below, for further information on the tax impacts of the Tax Act.

Net Income Per Share

Basic net income per share amounts are based upon the weighted average number of common shares outstanding. Diluted net income per share amounts are based upon the weighted average number of common and potential common shares outstanding except for periods in which such potential common shares are anti-dilutive. Potential common shares outstanding include stock options and restricted stock and are calculated using the treasury stock method.

Translation of Foreign Currencies

The financial statements of the foreign entities consolidated into the Company's consolidated financial statements were translated into United States dollar equivalents at exchange rates as follows: balance sheet accounts for assets and liabilities were converted at year-end rates, equity at historical rates and income statement accounts at average exchange rates for the year. The resulting translation gains and losses are reflected in accumulated other comprehensive income or loss in the consolidated statements of equity.

New

Accounting Pronouncements

August 2018,

the Financial Accounting Standards Board ("FASB") issued ASU

2018

15,

which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The ASU is effective for annual reporting periods beginning after

December 15, 2019,

including interim reporting periods within those annual periods, with early adoption permitted. Entities have the option to apply the guidance prospectively to all implementation costs incurred after the date of adoption or retrospectively. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements and related disclosures.

August 2018,

the FASB issued ASU

2018

which eliminates, adds and modifies certain fair value measurement disclosures. The ASU is effective for annual reporting periods beginning after

December 15, 2019,

including interim reporting periods within those annual periods, with early adoption permitted. The Company does

not

expect the adoption of this standard to have a material impact to the consolidated financial statements.

June 2018,

the FASB issued ASU

2018

simplifying the accounting for nonemployee share-based payment awards by expanding the scope of ASC Topic

718,

Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. Under the new standard, most of the guidance on stock compensation payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The ASU is effective for annual reporting periods beginning after

December 15, 2018,

including interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements and related disclosures.

February 2018,

the FASB issued ASU

2018

allowing reclassification from accumulated other comprehensive income (loss) to retained earnings for the income tax effects resulting from the Act enacted by the U.S. federal government in

December 2017.

The new guidance eliminates the stranded tax effects resulting from the Act and will improve the usefulness of information reported to financial statement users. It also requires certain disclosures about stranded tax effects. ASU

2018

relates only to the reclassification of the income tax effects of the Act and does

not

change the underlying guidance requiring that the effect of a change in tax laws or rates be included in income from continuing operations. The ASU is effective for annual periods, and interim periods within those annual periods, beginning after

December 15, 2018.

It should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Act is recognized. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements and related disclosures.

May 2017,

the FASB issued ASU

2017

clarifying when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance will reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as modifications. It does

not

change the accounting for modifications. The ASU was effective prospectively for reporting periods beginning after

December 15, 2017,

with early adoption permitted, including adoption in any interim period for which financial statements have

not

yet been issued. The adoption of this ASU did

not

have an impact on the Company's consolidated financial statements.

January 2017,

the FASB issued ASU

2017

simplifying the accounting for goodwill impairment for all entities. The new guidance eliminates the requirement to calculate the implied fair value of goodwill (Step

of the current

two

-step goodwill impairment test under ASC

350

). Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (Step

of the current

two

-step goodwill impairment test). The ASU is effective prospectively for reporting periods beginning after

December 15, 2019,

with early adoption permitted for annual and interim goodwill impairment testing dates after

January 1, 2017.

The Company elected to early adopt ASU

2017

as of year-end

2018

and the adoption of this ASU did

not

have an impact on our goodwill impairment testing process or our consolidated financial statements.

November 2016,

the FASB issued ASU

2016

amending the presentation of restricted cash within the statement of cash flows. The new guidance requires that restricted cash be included within cash and cash equivalents on the statement of cash flows. The ASU was effective retrospectively for reporting periods beginning after

December 15, 2017,

with early adoption permitted. The Company adopted this guidance effective

January 1, 2018.

See the consolidated statement of cash flows for the impact of this standard. The adoption of this standard did

not

have a material impact on the consolidated financial statements.

August 2016,

the FASB issued ASU

2016

clarifying how entities should classify certain cash receipts and payments on the statement of cash flows. The new guidance addresses classification of cash flows related to the following transactions:

) debt prepayment or debt extinguishment costs;

) settlement of

zero

-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing;

) contingent consideration payments made after a business combination;

) proceeds from the settlement of insurance claims;

) proceeds from the settlement of corporate-owned life insurance policies;

) distributions received from equity method investees; and

) beneficial interests in securitization transactions. ASU

2016

also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than

one

class of cash flows. This ASU was effective for annual periods, and interim periods within those annual periods, beginning after

December 15, 2017

and required retrospective application. Early adoption was permitted. The Company adopted this guidance effective

January 1, 2018

and the impact related to this implementation was immaterial.

June 2016,

the FASB issued ASU

2016

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. This ASU applies to trade accounts receivable and

may

have an impact on the calculation of the allowance for uncollectible accounts receivable.

February 2016,

the FASB issued ASU

2016

amending the existing accounting standards for lease accounting and requiring lessees to recognize lease assets and lease liabilities for all leases with lease terms of more than

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 U.S. 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. In

July 2018,

the FASB issued ASU

2018

11,

which provided entities with an additional optional transition method to adopt the new lease standard at the adoption date, as compared to the beginning of the earliest period presented, and recognize a cumulative-effect adjustment to the beginning balance of retained earnings in the period of adoption. The Company will elect the optional transition method at the adoption date. In addition, the Company will elect the package of practical expedients permitted under the transition guidance, which allows us to carry forward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. The Company will also elect to combine lease and non-lease components and to keep leases with an initial term of

months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of earnings on a straight-line basis over the lease term.

The Company continues to evaluate and is finalizing its documentation of the impact of the pending adoption of the new standard on its consolidated financial position, disclosures and/or internal controls process. The Company does

not

expect material changes to the recognition of operating lease expense in our consolidated statements of loss. The Company believes the adoption of Topic

842

will have a material impact on the consolidated balance sheets upon the recognition of right-of-use assets and liabilities for leases currently classified as operating leases, along with enhanced disclosures of lease activity. The Company is in the process of finalizing its calculation of the present value of its current lease obligations.

Management has evaluated other recently issued accounting pronouncements and does

not

believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures.

Note 3 - Supplemental Balance Sheet Information (in Thousands)

12 Months Ended

Dec. 31, 2018

Supplemental Balance Sheet Disclosures [Text Block]

Supplemental Balance Sheet Information (in thousands)

	December 31,
Accounts receivable, net, consists of the following:	20 18			20 17

Trade	$	34,824		$	29,437
Unbilled		8,305			5,863
Non-trade		3,546			1,006
		46,970			36,306
Less allowance for doubtful accounts		(533	)		(342	)
Accounts Receivable, net	$	46,142		$	35,964

	December 31,
Property and equipment consist of the following:	20 18			20 17

Equipment	$	6,249		$	5,873
Furniture and fixtures		2,254			853
Leasehold improvements		278			267
Capitalized software development costs		12,210			10,794
		20,991			17,787
Less accumulated depreciation and amortization		(18,041	)		(15,075	)
Property and equipment, net	$	2,950		$	2,712

	United States		International			Total
Goodwill:
Balance December 31, 2017	$	1,188	$	648		$	1,836
Purchase of interest in subsidiary		1,962		–			1,962
Change in goodwill due to impact of foreign currency		–		(10	)		(10	)
Balance December 31, 2018	$	3,150	$	638		$	3,788

	December 31,
Intangible assets consist of the following:	20 18			20 17

Customer contracts and lists	$	2,680		$	4,015
Trade names		900			-
Patents		870			-
Non compete		520			-
Less accumulated amortization		(1,638	)		(2,381	)
Intangible assets, net	$	3,332		$	1,634

Intangible assets consist primarily of customer relationships, developed technology, trade names and trademarks, all of which have a finite useful life, as well as goodwill. Intangible assets are amortized based on either the pattern in which the economic benefits of the intangible assets are estimated to be realized or on a straight-line basis, which approximates the manner in which the economic benefits of the intangible asset will be consumed. Goodwill is generally

not

deductible for tax purposes.

The Company is amortizing its intangible assets of

$5.0

million on a straight line basis over lives ranging from

years. Amortization expense for the years ended

December 31, 2018

and

2017

was approximately

$569,000

and

$628,000,

respectively. The annual amortization for each of the following years succeeding

December 31, 2018,

is summarized as follows:

Year	Amount
2019		533
2020		533
2021		508
2022		419
2023		280
Thereafter		1,059
Total	$	3,332

	December 31,
Accrued expenses and other current liabilities:	20 18		20 17

Taxes payable	$	2,808	$	2,358
Accrued salaries and wages		6,503		3,791
Accrued accounting and legal expenses		3,777		3,240
Uncertain tax position reserves		101		116
Litigation settlement - Clothier		1,300		–
Accrued third party labor		737		–
Dividend payable to partners		–		1,042
Other		2,789		3,034
Accrued expenses and other current liabilities	$	18,015	$	13,581

Note 4 - Credit Facilities

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Text Block]

Credit Facilities

Domestic

Credit Facilities

April 10, 2019,

the Company repaid and replaced its

2018

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

In order to obtain, document and govern the new NM Credit Facility: SGRP and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force ("SMF"), Inc., and SPAR Canada Company ("SCC") (each, a "NM Borrower" and collectively, the "NM Borrowers"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Assembly and Installation, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a "NM Guarantor" and collectively, the "NM Guarantors), entered into

eighteen

(

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

April 10, 2019 (

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

$10.5

million Revolving Credit Master Promissory Note to NM dated

April 10, 2019

and the SCC Borrower issued its

$1.5

million Revolving Credit Master Promissory Note to NM dated

April 10, 2019 (

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

April 10, 2019 (

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

$12.5

million for the SMF Borrower and

$2.5

million for the SCC Borrower.

April 10, 2019,

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

$9.8

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

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

one hundred twenty

five

basis points (

1.25%

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

1.5%

of the Promissory Notes or

$180,000

payable at

$10,000

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

$120,000

for their services,

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

85%

of "eligible" accounts receivable less certain reserves and

60%

of eligible unbilled accounts receivable at a maximum limit of

$4.5

million).

The NM Credit Facility contains certain financial and other restrictive covenants and also limits certain expenditures by the NM Loan Parties, including, maintaining a positive trailing EBITDA for each Borrower and limits on capital expenditures and other investments.

January 2018,

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

In order to obtain, document and govern the PNC Credit Facility: SGRP and certain of its direct and indirect subsidiaries in the United States and Canada, namely SPAR Marketing Force ("SMF"), Inc., SPAR Assembly & Installation, Inc., and SPAR Canada Company (each, a "PNC Borrower" and collectively, the "PNC Borrowers"), and SPAR Canada, Inc., SPAR Acquisition, Inc., SPAR Group International, Inc., and SPAR Trademarks, Inc. (together with SGRP, each a "PNC Guarantor" and collectively, the "PNC Guarantors), entered into a Loan Agreement with PNC dated as of

January 16, 2018 (

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

million Committed Line Of Credit Note to PNC dated

January 16, 2018 (

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

January 16, 2018 (

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

January 16, 2018 (

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

An amendment to the PNC Credit Facility dated as of

July 3, 2018,

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

$9.5

million.

The PNC Note 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

December 31, 2018,

the aggregate interest rate under that formula was

5.02%

per annum, and the outstanding loan balance was

$8.8

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) rendering a maximum borrowing amount of

$9.5

million as of

December 31, 2018.

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.

December 31, 2018,

the PNC Loan Parties were

not

in compliance with the minimum Tangible Net Worth covenant, PNC Bank did

not

issue a waiver for the reporting period and as a result, the Company had entered into the NM Credit Facility effective

April 2019.

Fifth Third Credit

Facility

January 9, 2018,

the Company completed its acquisition of a

51%

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

to the Company's 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 pay down of the loan until

April 23, 2020,

any amounts outstanding are classified as long-term debt.

Revolving loans of up to

$3.5

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

80%

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

December 31, 2018,

there was

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

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

two hundred fifty

basis points (

2.50%

). On

December 31, 2018,

the aggregate interest rate under that formula was

4.975%

per annum.

Other Debt

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

$2.3

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

December

31st

of each year starting with

December 31, 2018

and continuing through

December 31, 2023.

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

December 31, 2018

was

$1.97

million.

International Credit Facilities:

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

October 31, 2017,

for

$800,000

(Australian) or approximately

$564,000

USD (based upon the exchange rate at

December 31, 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

December 31, 2018

was

$462,000

(Australian) or

$326,000

USD and is due on demand.

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

5.0

million Mexican Pesos or approximately

$255,000

USD (based upon the exchange rate at

December 31, 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

12.23%

as of

December 31, 2018.

The outstanding balance at

December 31, 2018

was

million Mexican Pesos or approximately

$153,000

USD.

November 29, 2016,

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

4.0

million Brazilian Real or approximately

$1,031,000

USD (based upon the exchange rate at

December 31, 2018).

The facility provides for borrowing with

formal guarantees. This account was closed as of

July 1, 2018.

December 26, 2016,

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

5.0

million Brazilian Real or approximately

$1.3

million USD (based upon the exchange rate at

December 31, 2018).

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

80%

of eligible accounts receivable less certain deductions). This account was closed as of

October 5, 2018.

May 29, 2018,

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

1.2

million Brazilian Real or approximately

$309,000

USD (based upon the exchange rate at

December 31, 2018).

The facility provides for borrowing with

formal guarantees. The agreement expires on

November 29, 2019.

The outstanding balance at

December 31, 2018,

was approximately

147,000

Brazilian Real or approximately

$38,000

USD.

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

December 31, 2018).

The agreement was from month to month at the Company's request. This account was closed as of

August 13, 2018.

October 5, 2018

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

3.5

million Brazilian Real or approximately

$910,000

USD (based upon the exchange rate at

December 31, 2018).

The outstanding balance as of

December 31, 2018

was approximately

3.4

million Brazilian Real or approximately

$872,000

USD. The note is due

December 19, 2019,

with varying monthly payments.

October 5, 2018

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

381,000

Brazilian Real or approximately

$98,000

USD (based upon the exchange rate at

December 31, 2018).

The outstanding balance as of

December 31, 2018

was approximately

381,000

Brazilian Real or approximately

$98,000

USD.

	Interest Rate as of
	December 31, 2018			2019		2020		2021		2022		2023
Brazil - Bradesco	0.37%	-	0.92%		910		–		–		–		–
Brazil – Santander		1.38%			98		–		–		–		–
USA - PNC Bank		5.02%			8,747		–		–		–		–
USA - Fifth Third Bank		4.97%			–		–		–		–		–
USA - Resource Plus Sellers		1.85%			333		334		300		300		700
National Australia Bank		6.60%			326		–		–		–		–
Mexico - BBVA / Shareholder		12.23%			–		153		–		–		–
Total				$	10,414	$	487	$	300	$	300	$	700

Summary of

Unused

Company Credit and Other Debt Facilities (in thousands)

	December 31, 2018		December 31, 2017
Unused Availability:
United States	$	4,253	$	3,530
Australia		238		731
Brazil		304		1,554
Mexico		102		254
Total Unused Availability	$	4,897	$	6,069

Management believes that based upon the continuation of the Company's existing credit facilities, projected results of operations, vendor payment requirements and other financing available to the Company (including amounts due to affiliates), sources of cash availability should be manageable and sufficient to support ongoing operations over the next year. However, delays in collection of receivables due from any of the Company's major clients, or a significant reduction in business from such clients could have a material adverse effect on the Company's cash resources and its ongoing ability to fund operations.

Note 5 - Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Text Block]

Income Taxes

December 22, 2017,

the Tax Cuts and Jobs Act ("the Act") significantly revised U.S. corporate income tax law. The Act includes, among other things, a reduction in the U.S. federal corporate income tax rate from

35%

21%

effective for taxable years beginning after

December 31, 2017,

and the implementation of a modified territorial tax system that includes a

one

-time transition tax on deemed repatriated earnings of foreign subsidiaries ("Transition Tax") that is payable over a period of up to

eight

years.

Shortly after the Act was enacted, the SEC staff issued Staff Accounting Bulletin

No.

118,

Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB

118"

) which provides guidance on accounting for the Act's impact.

The Company's completed its final analysis of the impact of SAB

118

during

2018

and the final resolution of the financial exposure on its tax provision was

$1,043,000

charge for the revaluation of the Company's net domestic deferred tax assets and a

one

-time Transition Tax charge of approximately

$798,000

which amounts were recorded in

2017.

Income before income taxes is summarized as follows (in thousands):

	Year Ended December 31,
	20 18			20 17
Domestic	$	(2,802	)	$	289
Foreign		5,842			3,865
Total:	$	3,040		$	4,154

The income tax expense is summarized as follows (in thousands):

	Year Ended December 31,
	20 18			20 17
Current:
Federal	$	-		$	79
Foreign		1,450			1,131
State		4			128

Deferred expense (benefit):
Federal		(157	)		1,571
Foreign		147			(117	)
State		(29	)		185
Net expense	$	1,415		$	2,977

The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference are as follows (dollars in thousands):

	Year Ended December 31,
	2018			Rate			2017			Rate
Provision for income taxes at federal statutory rate	$	638			21.0	%	$	1,421			34.0	%
State income taxes, net of federal benefit		–			0.0	%		17			0.4	%
Permanent differences		(277	)		(9.1	%)		85			2.1	%
Federal Research and Development Credit		–			–			41			1.0	%
Foreign tax rate differential		437			14.4	%		(494	)		(11.8%	)
Foreign dividend tax		309			10.2	%		798			19.0	%
Reduction in deferred tax asset – Reduction of corporate tax rate		–			–			1,043			24.8	%
Other		214			10.2	%		66			1.7	%
Net expense	$	1,415			46.7	%	$	2,977			71.2	%

Deferred taxes consist of the following (in thousands):	December 31,
	20 18		20 17
Deferred tax assets:
Net operating loss carry forwards	$	1,274	$	1,313
Federal Research and Development Credit		240		240
Deferred revenue		109		360
Accrued payroll		73		–
Allowance for doubtful accounts and other receivable		36		59
Share-based compensation expense		545		646
Foreign subsidiaries		441		588
Depreciation		396		360
Other		356		26
Federal Alternative Minimum Tax		–		156
Total deferred tax assets		3,470		3,748

Deferred tax liabilities:
Goodwill		76		224
Intangible assets of subsidiaries		513		–
Capitalized software development costs		479		469
Total deferred tax liabilities		1,068		693
Net deferred taxes	$	2,402	$	3,055

At both

December 31, 2018,

and

December 31, 2017,

the Company has Federal and State NOL carryforwards of

$5.1

million which if unused will expire in years

2026

through

2029,

except for approximately

$200,000

that has

expiration.

Approximately

$300,000

of the NOLs were incurred prior to the acquisition of PIA Merchandising Services, Inc. in

1999.

The acquisition resulted in a change of ownership under Internal Revenue Code ("IRC") section

382

and placed a limit on the amount of pre-acquisition NOLs that

may

be used each year to reduce taxable income. This NOL of approximately

$300,000

was unused in

2018

and was written off, resulting in a

$81,000

tax expense.

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing net deferred tax assets. For our U.S. based net deferred tax assets, which are approximately

million, management continues to monitor its operating performance and currently believes that the achievement of the required future taxable income necessary to realize these deferred assets is more-likely-than-

not.

Key considerations in this assessment includes current tax law that is expected to continue to generate future taxable income based on the results of our foreign operations (foreign dividend tax), our expectation of improvements in U.S. operating results and the period of time available to generate future taxable income. It is reasonably possible that this belief could change in the near term requiring the establishment of a valuation allowance which could significantly impact our operating results.

A reconciliation of the beginning and ending amount of uncertain tax position reserves is as follows (in thousands):

	Year Ended December 31,
	20 18			20 17
Beginning balance	$	116		$	116
Removal for tax provisions of prior years		(15	)		–
Ending balance	$	101		$	116

Interest and penalties that the tax law requires to be paid on the underpayment of taxes should be accrued on the difference between the amount claimed or expected to be claimed on the return and the tax benefit recognized in the financial statements. The Company's policy is to record this interest and penalties as additional tax expense.

Details of the Company's tax reserves at

December 31, 2018,

are outlined in the table below (in thousands):

	Taxes		Interest		Penalty		Total Tax Liability
Domestic
State	$	101	$	50	$	8	$	159
Federal		–		–		–		–
International		–		–		–		–
Total reserve	$	101	$	50	$	8	$	159

In management's view, the Company's tax reserves at

December 31, 2018

and

2017,

for potential domestic state tax liabilities were sufficient. The Company has evaluated the tax liabilities of its international subsidiaries and does

not

believe a reserve is necessary at this time.

SPAR and its subsidiaries file numerous consolidated, combined and separate company income tax returns in the U.S. Federal jurisdiction and in many U.S. states and foreign jurisdictions. With few exceptions, SPAR is subject to U.S. Federal, state and local income tax examinations for the years

2013

through the present. However, tax authorities have the ability to review years prior to the position taken by the Company to the extent that SPAR utilized tax attributes carried forward from those prior years.

Note 6 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Text Block]

Commitments and Contingencies

Lease Commitments

The Company leases equipment and certain office space in several cities, under non-cancelable operating lease agreements. Certain leases require the Company to pay its share of any increases in operating expenses and real estate taxes. Rent expense was approximately

$2,211,000

and

$1,806,000

for the years ended

December 31, 2018

and

2017,

respectively. Equipment lease expense was approximately

$167,000

and

$163,000

for the years ended

December 31, 2018

and

2017,

respectively. At

December

31,

2018,

future minimum commitments under all non-cancelable operating lease arrangements are as follows (in thousands):

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

Legal Matters

The Company is a party to various legal actions and administrative proceedings arising in the normal course of business. In the opinion of Company's management, resolution of these matters is

not

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

RELATED PARTIES AND RELATED PARTY LITIGATION:

SPAR Business Services, Inc., f/k/a SPAR Marketing Services, Inc. ("SBS"), SPAR Administrative Services, Inc. ("SAS"), and SPAR InfoTech, Inc. (" Infotech "), have provided services from time to time to the Company and are related parties and affiliates of SGRP, but are

not

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

to the Company's Consolidated Financial Statements - Related Party Transactions – Domestic Transactions, below. Mr. Brown and Mr. Bartels are the Majority Stockholders (see below) and founders of SGRP, Mr. Brown was Chairman and an officer and director of SGRP through

May 3,

3018

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

Delaware Litigation Settlement

January 18, 2019,

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

four

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

"225

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

225

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

September 4, 2018,

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

No.

2018

0650,

which it amended on

September 21, 2018 (

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

to the Company's Consolidated Financial Statements –

Commitments and Contingencies -- Legal Matters - Stockholder By-Laws Litigation

, in the Corporation's Quarterly Report on Form

-Q as filed with the SEC on

November 19, 2018,

and the Corporation's Current Report on Form

-K as filed with the SEC on

September 28, 2018.

September 18, 2018,

Robert G Brown (

one

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

Del. C.

§225

(a) from (C.A.

No.

2018

00687

-TMR) (the

"225

Action") against the

225

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

to the Company's Consolidated Financial Statements –

Commitments and Contingencies -- Legal Matters - Board Seating Litigation

, in the Corporation's Quarterly Report on Form

-Q as filed with the SEC on

November 19, 2018,

ant the Corporation's Current Report on Form

-K as filed with the SEC on

September 28, 2018.

September 20, 2018,

the Court issued a Status Quo Order in the

225

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

seven

eight

for the duration of the order.

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

January 23, 2019,

the Court granted the dismissal of the

225

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

As part of the Settlement, on

January 18, 2019,

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

Mr. Mayer was

first

seated on the Board on

November 20, 2018,

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

not

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

December 13, 2018,

stating that SGRP

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

5605

(b)(

), as more fully described in the Corporation's Current Report on Form

-K as filed with the SEC on

December 14, 2018.

In connection with the Settlement, the Governance Committee re-evaluated the independence of Mr. Mayer, based on (among other things) Mr. Mayer's independent business skills and contribution to the Settlement process, determined that he has the requisite independence from the management of the Corporation except for the Related Party Matters (as defined below), and accordingly Mr. Mayer: (a) will be an independent director for all purposes other than any Related Party Matter; (b) will be a non-independent director respecting any Related Party Matter; and (c)

may

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

one

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

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

2019

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

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

"2019

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

2019

Restated By-Laws on

January 18, 2018.

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

2019

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

In addition to the compromise provisions described above in Settlement Terms above, the Governance Committee and Board accepted certain of the Proposed Amendments with negotiated changes and clarifications that are now contained in the

2019

Restated By-Laws, including the following:

●

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

days

may

be filled by the stockholders.

●

Certain stockholder proposals

may

now be made up to the

90th

day prior to the

first

anniversary of the preceding year's Annual Meeting.

●

The Board size has been fixed at

seven

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

●

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

●

The By-Laws now require that each candidate for director sign a written irrevocable letter of resignation and retirement effective upon such person failing to be re-elected by the required majority stockholder vote.

●

A "super majority" vote of at least

75%

of all directors is now required for (and any

two

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

Issuance of more than

500,000

shares of stock (other than under the Corporation's stock

compensa1tion

plans);

Issuance of any preferred stock;

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

By-Laws modification;

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

Appointment or removal of any Committee director.

The descriptions of the negotiated compromise

2019

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

2019

Restated By-Laws incorporated herein by reference from Exhibit

3.3

hereto.

As part of the Settlement of the Actions, the parties to the Actions executed a Limited Mutual Release Agreement limited to the Actions and subject to specific exclusions (the "Release") and the parties to the Actions mutually agreed upon Stipulations of Dismissal ending those actions without prejudice and without admission or retraction of any fact cited therein, and the parties caused them to be filed with the Court on

January 18, 2019.

The Releases are limited to matters related to those actions described therein and subject to specific exclusions, and the parties expressly preserved all unrelated actions and claims. Accordingly, there remain a number of unresolved claims and actions (each a "Non-Settled Matter") between the Company and the following Related Parties (as defined below), including (without limitation), post termination claims by and against SPAR Business Services, Inc. (which is now in a voluntary bankruptcy proceeding in Nevada), and SPAR Administrative Services, Inc., the lawsuit by SPAR InfoTech, Inc., against the Company, and the Bartels Advancement Claim and the claim by Mr. Brown for a similar advancement (see

Advancement Claims

, below).

Advancement Claims

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

October 3, 2018,

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

one

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

November 2, 2018,

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

SGRP's Audit Committee determined on

November 5, 2018,

that Mr. Bartels was

not

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

not

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

determination regarding improper conduct or the issue of advancement.

November 28, 2018,

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

December 2018

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

April 2019.

If Mr. Bartels is ultimately determined to

not

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

December 3, 2018,

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

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

not

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

not

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

6.02

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

not,

and was

not

intended to, cover shareholders for advancement.

January 27, 2019,

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

February 2, 2019.

such complaint has been filed by Mr. Brown through

April 15, 2019,

and SGRP continues to deny the Brown Advancement Demand.

SBS Bankruptcy

The Company received

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

may

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

not

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

to the Company's Consolidated Financial Statements -

Related Party Transactions – Domestic Transactions

, below.

November 23, 2018,

SBS petitioned for bankruptcy protection under chapter

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

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

Case. On

March 11, 2019,

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

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

second

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

not

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

Case.

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

Case; (a) SBS cannot legally pay the

third

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

i.e

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

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

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

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

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

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

Accordingly, Management recommended and the Audit Committee agreed that it would be in the best interest of all stockholders: (i) to submit SGRP and SMF claims against SBS in the SBS Chapter

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

not

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

Case or other court with jurisdiction over the dispute.

As a result of the SBS Chapter

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

Case. On

March 11, 2019,

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

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

second

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

not

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

Case. Accordingly, the Company believes there can be

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

March 18, 2019,

the Company filed claims in the SBS Chapter

Case seeking reimbursement for

$378,838

for SMF's funding of the Affinity Security

Deposits,$12,963

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

$1,839,459

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

Infotech Litigation Against SGRP

September 19, 2018,

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

one

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

225

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

no.

64452/2018

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

$190,000

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

2016,

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

May 3, 2018,

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

May 3, 2018.

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

Mr. Brown also ran his alleged expenses associated with the transaction through Infotech, including large salary allocations for unauthorized personnel and claims for his "lost tax breaks." One of those unauthorized personnel had agreed in her severance agreement with SGRP to never directly or indirectly perform any services for SGRP or any services that could be directly or indirectly billed to SGRP, which restriction was fully disclosed to and known by Mr. Brown and, therefore, Infotech. Mr. Brown submitted his unauthorized and unsubstantiated "expenses" to SGRP, and SGRP's Audit Committee allowed approximately

$50,000

of them and disallowed approximately

$150,000

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

August 4, 2018,

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

September 18, 2018,

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

$190,000,

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

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

$75,000

with estimated total liability between

$75,000

$90,000.

SGRP will vigorously contest the Infotech Action.

Infotech also is threatening to sue the Company in Romania for approximately

$900,000

for programming services allegedly owed to

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

2013

) and

not

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

SBS Field Specialist Litigation

The Company's merchandising, audit, assembly and other services for its domestic clients are performed by field merchandising, auditing, assembly and other field personnel (each a "Field Specialist") substantially all of whose services were provided to the Company prior to

August 2018

by SBS, the Company's affiliate. SBS, during

2017

provided the service of approximately

10,700

Field Specialists (all of whom were engaged by SBS as independent contractors by SBS), representing

77%

(or

$25.9

million) of the total cost of the Field Specialist services utilized by the Company domestically, and continued to provide such services through

July 27, 2018 (

when the termination of SBS' services took effect). SBS is

not

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

not

consolidated in the Company's financial statements, , SGRP does

not

manage, direct or control SBS, and SGRP does

not

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

services from SBS after

July 27, 2018.

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

to the Company's Consolidated Financial Statements -

Related Party Transactions

Domestic Related Party Services

, above.

The appropriateness of SBS' treatment of Field Specialists as independent contractors has been periodically subject to legal challenge (both currently and historically) by various states and others. SBS' expenses of defending those challenges and other proceedings have historically been reimbursed by the Company under SBS' Prior Agreement, and SBS' expenses of defending those challenges and other proceedings were reimbursed by the Company through the termination of the contract in

July 2018,

and

twelve

month period ending

December 31, 2017,

in the amounts of

$50,000

and

$260,000,

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

March 2017,

the Company advised SBS that, since there was

to the Company's Consolidated Financial Statements -

Related Party Transactions

Domestic Related Party Services

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

not

obligated or liable, and the Company has

not

otherwise agreed and does

not

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).

As a result of the SBS Chapter

Case (see above), there can be

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

to the Company's Consolidated Financial Statements -

Commitments and Contingencies -- SBS Bankruptcy,

above.

As the Company had utilized the services of SBS' Field Specialists to support its in-store merchandising needs in California and SBS' independent contractor classifications had been held invalid in the Clothier Determination (see below), management of the Company determined, with the support of SGRP's Audit Committee and Board of Directors, and began in

May

2018

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

third

party independent contractors to Company employees could be substantial.

Due to (among other things) the Clothier Determination and the ongoing proceedings against SBS, which could have had a material adverse effect on SBS' ability to provide future services needed by the Company, and the Company's identification of an independent

third

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

July 27, 2018,

and the Company has engaged that independent

third

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

Current material and potentially material proceedings against SBS and, in

one

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

not

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

SBS Clothier Litigation

Melissa Clothier was engaged by SBS (then known as SPAR Marketing Services, Inc.) and provided services pursuant to the terms of an "Independent Merchandiser Agreement" with SBS (prepared solely by SBS) acknowledging her engagement as an independent contractor. On

June 30, 2014,

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

No.

RG12

639317,

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

July 16, 2008,

and

June 30, 2014.

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

The court ordered that the case be heard in

two

phases. Phase

one

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

September 9, 2016,

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

two

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

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

December

2018

but was temporarily stayed as a result of the SBS Chapter

Case (see above and below).

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

June 7, 2018,

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

not

likely to become final until several months into

2019

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

$1.3

million, payable in

four

equal annual installments that commence

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

not

participate in the Clothier Settlement and will

not

be released. The Company has recorded a

$1.3

million charge for the Clothier Settlement during

2018.

March 21, 2019,

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

Since SGRP has

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

June 7, 2018)

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

As a result of the SBS Chapter

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

Case. On

March 11, 2019,

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

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

second

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

not

Case. Accordingly, the Company believes there can be

to the Company's Consolidated Financial Statements -

Commitments and Contingencies -- SBS Bankruptcy,

above.

SGRP Hogan Litigation

Paradise Hogan was engaged by and provided services to SBS as an independent contractor pursuant to the terms of an "Independent Contractor Master Agreement" with SBS (prepared solely by SBS) acknowledging his engagement as an independent contractor. On

January 6, 2017,

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

No.

1:17

-cv-

10024

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

March 28, 2017,

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

March 12, 2018,

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

not

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

May 2018,

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

not

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

not

any SGRP disputes) being sent to arbitration. On

April 24, 2018,

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

not

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

August 8, 2018

and the appeal hearing was heard by the First Circuit on

September 11, 2018.

January 25, 2019,

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

not

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

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

March 27, 2019,

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

longer involved in that case and so were

not

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

not

likely to become final until later in

2019

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

$250,000

(in

three

installments)

one hundred eighty

(

180

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

$250,000

liability as a result of the settlement.

SBS and SGRP Litigation Generally

As a result of the SBS Chapter

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

Case. On

March 11, 2019,

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

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

second

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

not

Case. Accordingly, the Company believes there can be

to the Company's Consolidated Financial Statements -

Commitments and Contingencies -- SBS Bankruptcy,

above.

Note 7 - Treasury Stock	12 Months Ended
Note 7 - Treasury Stock	Dec. 31, 2018
Notes to Financial Statements
Treasury Stock [Text Block]	7. Treasury Stock Pursuant to the Company's 2017 Stock Repurchase Program (the "2017 Repurchase Program"), as approved by SGRP's Audit Committee and adopted by its Board of Directors on November 10, 2017 and ratified on March 14, 2018, the Company may repurchase shares of SGRP Common Stock through November 10, 2020, but not more than 500,000 shares in total, and those repurchases would be made from time to time in the open market and through privately-negotiated transactions, subject to general market and other conditions. SGRP does not intend to repurchase any shares in the market during any blackout period applicable to its officers and directors under the SPAR Group, Inc. Statement of Policy Regarding Personal Securities Transactions in SGRP Stock and Non-Public Information As Adopted, Restated, Effective and Dated as of May 1, 2004, and As Further Amended Through March 10, 2011 ( other than purchases that would otherwise be permitted under the circumstances for anyone covered by such policy). As of December 31, 2018, the Company had 500,000 shares remaining to be purchased under the 2017 Repurchase Program. Under the preceding stock repurchase program (adopted in 2012 and extended and modified in 2015 ), the Company repurchased all 532,235 shares through December 31, 2018.

Note 8 - Preferred Stock	12 Months Ended
Note 8 - Preferred Stock	Dec. 31, 2018
Notes to Financial Statements
Preferred Stock [Text Block]	8. 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 December 31, 2018, no shares of SGRP Series A Preferred Stock were issued and outstanding.

Note 9 - Retirement Plans	12 Months Ended
Note 9 - Retirement Plans	Dec. 31, 2018
Notes to Financial Statements
Pension and Other Postretirement Benefits Disclosure [Text Block]	9. Retirement Plans The Company has a 401 (k) Profit Sharing Plan covering substantially all eligible domestic employees. The Company made a contribution of $50,000 for the year ended December 31, 2017 and did not make a contribution in 2018.

Note 10 - Related Party Transactions

12 Months Ended

Dec. 31, 2018

10.

Related Party Transactions

SGRP's policy respecting approval of transactions with related persons, promoters and control persons is contained in the SPAR Group Code of Ethical Conduct for its Directors, Executives, Officers, Employees, Consultants and other Representatives Amended and Restated (as of)

March 15, 2018 (

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).

SGRP's Audit Committee has the specific duty and responsibility to review and approve the overall fairness and terms of all material related-party transactions. The Audit Committee receives affiliate contracts and amendments thereto for its review and approval (to the extent approval is given), and these contracts are periodically (often annually) again reviewed, in accordance with the Audit Committee Charter, the Ethics Code, the rules of the Nasdaq Stock Market LLC ("Nasdaq"), and other applicable law to ensure that the overall economic and other terms will be (or continue to be)

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.

In addition, in order to (among other things) assist the Board and the Audit Committee in connection with an overall review of the Company's related party transactions and certain worker classification-related litigation matters, in

April 2017

the 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 largely resolved themselves since the relationship with SAS and SBS has ended and others 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 Consolidated Financial Statements -

Commitments and Contingencies

Legal

Matters,

below.

The Special Committee also has been involved in the review of the Proposed Amendments to SGRP's By-Laws and the By-Laws Action and

225

Action (see Note

to the Company's Consolidated Financial Statements -

Commitments and Contingencies

Settled Delaware Litigations

, below).

Domestic Related Party Services:

SPAR Business Services, Inc. ("SBS"), SPAR Administrative Services, Inc. ("SAS"), and SPAR InfoTech, Inc. (" Infotech "), have provided services from time to time to the Company and are related parties and affiliates of SGRP, but are

not

May 3,

3018

third

parties.

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

January 1

through

July 27, 2018,

and an independent vendor and licensee provided them for the balance of the year. The Company paid

$15.4

million and

$25.9

million during the period

January 1

through

July 27, 2018,

and the year ended

December 31, 2017,

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

3,800

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

27%

and

77%

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

January 1

through

July 27, 2018,

and the year ended

December 31, 2017,

respectively). The total cost recorded by the Company for the expenses of SBS in providing their Field Specialist 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, was

$18.1

million and

$30.1

million, for the

seven

months ended

July 27, 2018,

and the year ended

December 31 2017,

respectively.

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

December 1, 2014(

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

2.96%

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

Due to (among other things) the Clothier Determination and the ongoing proceedings against SBS (which could have had a material adverse effect on SBS's ability to provide future services needed by the Company), SBS' continued higher charges and expense reimbursement disputes, and the Company's identification of an experienced independent

third

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

July 27, 2018,

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

third

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

August 1, 2018.

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

July 27, 2018,

the Company received notice that there

may

not

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

$125,000

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

$125,000

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

$12,000

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

may

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

$120,000

that the Company believes

may

not

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

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

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

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 had in the past invoiced the Company for such compensation payments, but the Company had 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).

The appropriateness of SBS's treatment of its Field Specialists as independent contractors had been periodically subject to legal challenge (both currently and historically) by various states and others, SBS's expenses of defending those challenges and other proceedings had historically been reimbursed by the Company under SBS's Prior Agreement, and SBS's expenses of defending those challenges and other proceedings were reimbursed by the Company for the

ten

month period ended

November 23, 2018,

and the

twelve

months ended

December 31, 2017,

in the amounts of

$50,000

and

$260,000,

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

May 15, 2017,

the Company advised SBS that, since there was

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

June 13, 2018,

the Company gave SBS notice that it would

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

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

not

obligated or liable, and the Company has

not

otherwise agreed and does

not

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

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

may

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

not

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

assurance that plaintiffs or someone else will

not

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

to the Company's Consolidated Financial Statements -

Commitments and Contingencies

Legal Matters

, below.

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

third

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

third

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

July 2018,

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

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

January 1

through

July 31, 2018,

and an independent vendor and licensee provided them for the balance of the year. The Company paid

$2.7

million and

$4.2

million for the period

January1

through

July 31, 2018,

and the year ended

December 31, 2017,

respectively, to SAS for its provision of its

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

53%

and

91%

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

seven

and

twelve

months, respectively. The total cost recorded by the Company for the expenses of SAS in providing SAS' 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 SAS, was

$2.7

million and

$4.2

million, for the

seven

months ended

July 27, 2018,

and the year ended

December 31 2017,

respectively.

In addition to these field service and administration expenses, SAS also incurred other administrative expenses related to benefit and employment tax expenses of SAS and payroll processing, and other administrative expenses and SBS incurred expenses for processing vendor payments, legal defense and other administrative expenses (but those expenses were only reimbursed by SGRP to the extent approved by the Company as described below).

2016,

SAS and SMF entered into a new Field Administration Agreement (the "SAS Agreement"). The SAS Agreement more clearly defines reimbursable and excluded expenses and the budget and approval procedures and provides for indemnifications and releases (which indemnifications and releases 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 for SAS from

effective as of

June 1, 2016.

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

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 transitioned to such new vendor during

July 2018,

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

Although neither SBS nor SAS has provided or authorized to perform any services to the Company after their terminations described above effective on or before

July 31, 2018,

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

August

through

December 31, 2018,

SBS has invoiced the Company for approximately

$120,000,

and SAS has invoiced the Company for approximately

$76,000

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

not

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

June 13, 2018,

gave SBS notice that it would

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

to the Company's Consolidated Financial Statements -

Related Party Transactions

Domestic Related Party Services

, and Note

to the Company's Consolidated Financial Statements -

Commitments and Contingencies -- Legal Matters,

below.

The Company expects that SBS and SAS

may

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

to the Company's Consolidated Financial Statements -

Commitments and Contingencies -- Legal Matters

, below.

November 23, 2018,

SBS petitioned for bankruptcy protection under chapter

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

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

Case. The Company believes there can be

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

to the Company's Consolidated Financial Statements -

Commitments and Contingencies -- Related Party Litigation

and

SBS Bankruptcy,

below.

Any failure of SBS to satisfy any judgment or similar amount resulting from any adverse legal determination against SBS, any claim by SBS, SAS, any other related party or any

third

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

third

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

to the Company's Consolidated Financial Statements -

Commitments and Contingencies

Legal Matters,

below.

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

to the Company's Consolidated Financial Statements -

Commitments and Contingencies

Legal Matters,

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

not

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

not

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

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

$190,000

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

$900,000

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

2013

) and

not

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

to the Company's Consolidated Financial Statements -

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

, below.

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

May 3, 2018,

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

not

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

10%

interest in the SGRP's Brazilian subsidiary.

National Merchandising Services, LLC ("NMS"), is a consolidated domestic subsidiary of the Company and is owned jointly by SGRP through its indirect ownership of

51%

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

49%

of the NMS membership interests. Mr. Edward Burdekin is the Chief Executive Officer and President and a director of NMS and also is an executive officer and director of NMA. Ms. Andrea Burdekin, Mr. Burdekin's wife, is the sole stockholder and a director of NMA and a director of NMS. NMA is an affiliate of the Company but is

not

under the control of or consolidated with the Company.[TBD – WE NEED TO ADD TO THIS PARAGRAPH AND TO TABLE BELOW THE RELATED PARTY RELATIONSHIP BETWEEN NMS LLC AND NSRS INC AND QUANTIFY THE TRANSACTIONS BETWEEN THE COMPANIES]

Resource Plus of North Florida, Inc. ("RPI"), is a consolidated domestic subsidiary of the Company and is owned jointly by SGRP through its indirect ownership of

51%

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

49%

of the RPI membership interests. (See Note

to the Company's Consolidated Financial Statements

Purchase of Interest in Subsidiaries

, below). [TBD – WE NEED TO ADD TO THIS PARAGRAPH AND TO TABLE BELOW THE RELATED PARTY RELATIONSHIP BETWEEN RESOURCE PLUS AND RJ HOLDINGS AND QUANTIFY THE TRANSACTIONS BETWEEN THE COMPANIES]

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. A lease expired on

December 31, 2017,

and was renewed until

December 31, 2020

at the same terms and cost.

September 8, 2016,

the Company (through its Cayman Islands subsidiary) acquired

100%

ownership of SGRP Brasil Participações Ltda. ("SGRP Holdings"), a Brazilian limitada (which is a form of limited liability company), from its affiliate, SIT, at cost (including approved expenses). See Related Party Transactions and Arrangements in the Brazil Acquisition in this Note, below. SGRP Holdings then completed the formation and acquired a majority of the stock of SPAR Brasil Serviços de Merchandising e Tecnologia S.A., a Brazilian corporation ("SPAR BSMT"). SGRP Holdings and SPAR BSMT are consolidated subsidiaries of the Company. SPAR BSMT is owned

51%

by the Company,

39%

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

10%

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

JKC is owned by Mr. Jonathan Dagues Martins, a Brazilian citizen and resident ("JDM") and his sister, Ms. Karla Dagues Martins, a Brazilian citizen and resident. JDM is the Chief Executive Officer and President of each SPAR Brazil company pursuant to a Management Agreement between JDM and SPAR BSMT dated

September 13, 2016.

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

SPAR BSMT has contracted with Ms. Karla Dagues Martins, a Brazilian citizen and resident and JDM's sisterand a part owner of SPAR BSMT, to handle the labor litigation cases for SPAR BSMT and its subsidiaries. These legal services are being provided to them at local market rates by Ms. Martins' company, Karla Martins Sociedade de Advogados ("KMSA"). Accordingly, Mr. Jonathan Dagues Martins and Ms. Karla Dagues Martins are each an affiliate and a related party in respect of the Company.

The Company believes it is the largest and most important customer of 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.

Summary of Certain Related Party Transactions:

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

	Year Ended December 31 ,
	201 8		201 7
Services provided by affiliates:
Field Specialist Service expenses * (SBS)	$	15,404	$	25,866
Field Administration Service expenses * (SAS)		2,738		4,215
NSRS		TBD		-
RJ HOLDINGS		TBD		-
Office and vehicle rental expenses (MPT)		66		62
Vehicle rental expenses (MCPT)		1,248		1,146
Office and vehicle rental expenses (MHT)		228		170
Field administration expenses* (NDS Reklam)		2		2
Consulting and administrative services (CON)		220		244
Warehouse Rental (JFMD)		49		47
Legal Services (KMSA)		135		10

Total services provided by affiliates	$	20,090	$	31,762

* Includes substantially all overhead (in the case of SAS and SBS), or related overhead, plus any applicable markup. The services provided by SAS and SBS were terminated as of

July 2018.

Due to affiliates consists of the following (in thousands):	December 31 ,
	201 8		201 7
Loans from local investors: (1)
Australia	$	226	$	250
Mexico		1,001		1,001
Brazil		139		139
China		2,130		719
South Africa		618		24
Resource Plus		531		–
Accrued Expenses due to affiliates:
SBS/SAS		–		893
Total due to affiliates	$	4,645	$	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 consolidated financial statements.

Affinity Insurance:

In addition to the above, through

August 1, 2018,

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

not

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

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

August 1, 2018,

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

not

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

In addition to those required periodic premiums, Affinity also requires payment of cash collateral deposits ("Cash Collateral"), and Cash Collateral amounts are initially determined and from time to time re-determined (upward or downward) by Affinity. From

2013

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.

The Company also has advanced money to SAS to prepay Affinity insurance premiums (which in the case of workers compensation insurance are a percentage of payroll). The Company had advanced approximately

$225,000

to SAS for the

2019

2020

Affinity plan year based on estimates that assumed SBS and SAS would be providing services to the Company for the full plan year. However, the Company terminated them and they ceased providing SAS' services by

August 2018,

so that insurance was required for only

one

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

2019

2020

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

$150,000

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

Affinity from time to time

may (

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

August 1, 2018,

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

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

59%

of SGRP's common stock) since

November 2017

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

$675,000.

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

first

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

$900,000

in such receivables in

2018.

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

to the Company's Consolidated Financial Statements -

Commitments and Contingencies

, above. The

$900,000

reserve includes the premium refund for the

2019

2020

Affinity plan year.

The Company has filed a claim for

$375,000

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

Proceeding. See Note

to the Company's Consolidated Financial Statements -

Commitments and

Contingencies --

SBS Bankruptcy

above.

Other Related Party Transactions and Arrangements

July 1999,

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

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

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

Legal Matters, Related Party Litigation

and

SBS Bankruptcy

, above.

Through arrangements with the Company, SBS (owned by Mr. Bartels and Mr. Brown), SAS (owned by Mr. Bartels and family members of Mr. Brown), and other companies owned by Mr. Brown participate in various benefit plans, insurance policies and similar group purchases by the Company, for which the Company charges them their allocable shares of the costs of those group items and the actual costs of all items paid specifically for them. All such transactions between the Company and the above affiliates are paid and/or collected by the Company in the normal course of business.

Note 11 - Stock Based Compensation and Other Plans

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

11.

Stock Based Compensation and Other Plans

The Company believes that it is desirable to align the interests of its directors, executives, employees and consultants with those of its stockholders through their ownership of shares of Common Stock issued by SGRP ("SGRP Shares"). Although the Company does

not

require its directors, executives, employees or consultants to own SGRP Shares, the Company believes that it can help achieve this objective by providing long term equity incentives through the issuance to its eligible directors, executives, employees or consultants of options to purchase SGRP Shares and other stock-based awards pursuant to the

2018

Plan (as defined below) and facilitating the purchase of SGRP Shares at a modest discount by all of its eligible executives, employees and consultants who elect to participate in its Employee or Consultant Stock Purchase Plans (as defined below). In particular, the Company believes that granting stock based awards (including restricted stock and options to purchase SGRP Shares) to such directors, executives, employees and consultants encourages growth in their ownership of SGRP Shares, which in turn leads to the expansion of their stake in the long-term performance and success of the Company.

In connection with the

2018

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

2018

Stock Compensation Plan (the

"2018

Plan") to remove adjustments for existing plans, which the Board determined was within its authority and

not

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

2018

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

May 2, 2018.

The

2018

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

2018

Plan is substantially similar to the

2008

Plan except for its

one

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

600,000

under the

2018

Plan. The

2008

Plan terminated upon the adoption of the

2018

Plan, and thereafter

further Awards

may

be made under the

2008

Plan. There were approximately

345,750

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

The

2018

Plan has an initial term that ends on

May 31, 2019,

and

Award

may

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

2018

Plan. In any event,

Award

may

be granted under the

2018

Plan on or after the

tenth

(

10th

) anniversary of the Effective Date of the

2018

Plan unless an extension of the term of the

2018

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

2018

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

2018

Plan shall continue to be governed by the

2018

Plan (which

2018

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

The

2018

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

may

be issued pursuant to Awards made under the plan to

600,000

shares (the

"2018

Plan Maximum").

The

2018

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

2018

Plan permits the granting of both Options that qualify under Section

422

of the United States Internal Revenue Code of

1986

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

not

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

may

only be granted to employees of SGRP or its subsidiaries.

The shares of Common Stock that

may

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

2018

Plan are all subject to the

2018

Plan Maximum.

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

2008

and

2009.

The

2008

Plan provided 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

December 31, 2018,

approximately

335,000

shares were available for Award grants under the

2018

Plan.

The

2018

Plan (like the

2008

Plan as amended in

2009

) gives SGRP's Compensation Committee the full authority and complete flexibility from time to time to designate and modify (in its discretion)

one

or more of the outstanding Awards (including their exercise and base prices and other components and terms) to (among other things) restore their intended values and incentives to their holders. However, the exercise price, base value or similar component (if equal to SGRP's full stock price at issuance) of any Award cannot be lowered to an amount that is less than the Fair Market Value (as defined in the

2018

Plan) on the date of the applicable modification, and

modification can adversely affect an awardee's rights or obligations under an award without the awardee's consent.

further consent of SGRP's stockholders is required for any repricing or other modification of any outstanding or other aware under the

2018

Plan or

2008

Plan, including those previously issued under the Prior Plans. To date, Awards have only been repriced once (in

2009

) pursuant to this authority.

The stock option Awards issued under the

2018

Plan are typically "nonqualified" (as a tax matter), have a

ten

(

) year maximum life (term) and vest during the

first

four

years following issuance at the rate of

25%

on each anniversary date of their issuance so long as the holder continues to be employed by the Company. Stock-based compensation cost is measured on the grant date, based on the fair value of the stock options Award calculated at that date, and is recognized as compensation expense on a straight-line basis over the requisite service period, which generally is the options' vesting period. Fair value is calculated using the Black-Scholes option pricing model.

The Restricted Stock Awards issued under the

2018

Plan (like those under the

2008

Plan) vest during the

first

four

years following issuance at the rate of

25%

on each anniversary date of their issuance so long as the holder continues to be employed by the Company. Restricted Stock is measured at fair value on the date of the grant, based on the number of shares granted and the quoted price of the Company's common stock. The shares of stock are issued and value is recognized as compensation ratably over the requisite period which generally is the Award's vesting period.

2008

Plan Summary

Following are the specific valuation assumptions used for options granted in

2018

for the

2008

Plan:

Expected volatility	43	%
Expected dividend yields	0	%
Expected term (in years)	5
Risk free interest rate	2.5	%
Expected forfeiture rate	5	%

2008

Plan Stock option Award activity for the years ended

December 31, 2018

and

2017

is summarized below:

					Weighted-
			Weighted-		Average		Aggregate
			Average		Remaining		Intrinsic
	Covered		Exercise		Contractual		Value
Option Awards	Shares		Price		Term (Years)		(thousands)
Outstanding at January 1, 2017		3,111,052	$	0.98		4.74	$	678
Granted		943,000		1,05		–		–
Exercised/cancelled		110,187		0.87		–		–
Forfeited or expired		599,688		–		–		–
Outstanding at December 31, 2017		3,344,177	$	0.96		5.17	$	1,221
Granted		45,000		1.67		–		–
Exercised		306,750		0.40		–		–
Forfeited or expired		37,500		–		–		–
Outstanding at December 31, 2018		3,044,927	$	1.01		4.55	$	103
Exercisable at December 31, 2018		2,239,677	$	1.00		3.15	$	103

The weighted-average grant-date fair value of stock option Awards granted during the year ended

December 31, 2018

was

$0.76.

The total intrinsic value of stock option Awards exercised during the year ended

December 31, 2018

and

2017

was

$274,000

and

$16,000,

respectively.

The Company recognized

$155,000

and

$187,000

in stock-based compensation expense relating to stock option Awards during the years ended

December 31, 2018

and

2017,

respectively. The recognized tax benefit on stock based compensation expense related to stock options during the years ended

December 31, 2018

and

2017,

was approximately

$38,000

and

$71,000,

respectively.

As of

December 31, 2018,

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

$309,000.

This expense is expected to be recognized over a weighted average period of approximately

2.0

years, and will be adjusted for changes in estimated forfeitures.

Plan Summary

Following are the specific valuation assumptions used for options granted in

2018

for the

2018

Plan:

Expected volatility	43	%
Expected dividend yields	0	%
Expected term (in years)	5
Risk free interest rate	2.8	%
Expected forfeiture rate	5	%

2018

Plan Stock option Award activity for the year ended

December 31, 2018

is summarized below:

Weighted-

Average

Aggregate

Average

Remaining

Intrinsic

Covered

Exercise

Contractual

Value

Option Awards

Price

Term

(Years)

(thousands)

Granted

245,000

1.23

–

Exercised

–

Cancelled

–

Forfeited or expired

10,000

–

Outstanding at December 31, 2018

235,000

1.23

9.35

–

Exercisable at December 31, 2018

–

The weighted-average grant-date fair value of stock option Awards granted during the year ended

December 31, 2018

was

$0.57.

The total intrinsic value of stock option Awards exercised during the year ended

December 31, 2018

was

$0.

The Company recognized

$31,000

and

in stock-based compensation expense relating to stock option Awards during the years ended

December 31, 2018

and

2017,

respectively. The recognized tax benefit on stock based compensation expense related to stock options during the years ended

December 31, 2018

and

2017,

was approximately

$8,000

and

$0,

respectively.

As of

December 31, 2018,

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

$98,000.

This expense is expected to be recognized over a weighted average period of approximately

3.0

years, and will be adjusted for changes in estimated forfeitures.

Restricted Stock-

2008

Plan

The restricted stock Awards previously issued under the

2008

Plan vested during the

first

four

years following issuance at the rate of

25%

on each anniversary date of their issuance so long as the holder continues to be employed by the Company. Restricted stock granted under the

2008

Plan is measured at fair value on the date of the grant, based on the number of shares granted and the quoted price of the Company's common stock. The shares of stock are issued and value is recognized as compensation expense ratably over the requisite service period which generally is the Award's vesting period. In

2018,

the Company did

not

issue restricted stock Awards to its employees or Directors.

The following table summarizes the activity for restricted stock Awards during the years ended

December 31, 2018

and

2017:

				Weighted-
				Average
				Grant Date
				Fair Value
	Shares			per Share
Unvested at January 1, 2017		132,000		$	1.32
Granted		–			–
Vested		(22,800	)		1.53
Forfeited		(40,800	)		1.08
Unvested at December 31, 2017		68,400			1.38
Granted		–			–
Vested		(18,900	)		1.48
Forfeited		(48,500	)		1.35
Unvested at December 31, 2018		1,000		$	1.36

During the years ended

December 31, 2018

and

2017,

the Company recognized approximately

$15,000

and

$38,000,

respectively, of stock-based compensation expense related to restricted stock. The recognized tax benefit on stock based compensation expense related to restricted stock during the years ended

December 31, 2018

and

2017

was approximately

$4,000

and

$14,000,

respectively.

During the years ended

December 31, 2018

and

2017,

the total fair value of restricted stock vested was

$23,000

and

$24,000,

respectively.

As of

December 31, 2018,

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

$1,000,

which is expected to be expensed over a weighted-average period of

year.

Restricted Stock-

2018

Plan

The restricted stock Awards previously issued under the

2018

Plan (like those under the

2008

Plan) vested during the

first

four

years following issuance at the rate of

25%

on each anniversary date of their issuance so long as the holder continues to be employed by the Company. Restricted stock granted under the

2018

Plan (like those under the

2008

Plan) is measured at fair value on the date of the grant, based on the number of shares granted and the quoted price of the Company's common stock. The shares of stock are issued and value is recognized as compensation expense ratably over the requisite service period which generally is the Award's vesting period. In

2018,

the Company issued

20,000

restricted stock Awards to its Directors.

The following table summarizes the activity for restricted stock Awards during the year ended

December 31, 2018:

				Weighted-
				Average
				Grant Date
				Fair Value
	Shares			per Share
Granted		20,000			1.23
Vested		(10,000	)		1.23
Forfeited		–			–
Unvested at December 31, 2018		10,000		$	1.23

During the years ended

December 31, 2018

and

2017,

the Company recognized approximately

$20,000

and

$0,

respectively, of stock-based compensation expense related to restricted stock. The recognized tax benefit on stock based compensation expense related to restricted stock during the years ended

December 31, 2018

and

2017

was approximately

$5,000

and

$0,

respectively.

During the years ended

December 31, 2018

and

2017,

the total fair value of restricted stock vested was

$12,000

and

$0,

respectively.

As of

December 31, 2018,

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

$4,000,

which is expected to be expensed over a weighted-average period of

year.

Stock Purchase Plans

2001,

SGRP adopted its

2001

Employee Stock Purchase Plan (the "ESP Plan"), which replaced its earlier existing plan, and its

2001

Consultant Stock Purchase Plan (the "CSP Plan"). These plans were each effective as of

June 1, 2001.

The ESP Plan allows employees of the Company, and the CSP Plan allows employees of the affiliates of the Company to purchase SGRP's Common Stock from SGRP without having to pay any brokerage commissions. On

August 8, 2002,

SGRP's Board approved a

15%

discount for employee purchases of Common Stock under the ESP Plan and recommended that its affiliates pay

15%

of the value of the stock purchased as a cash bonus for affiliate consultant purchases of Common Stock under the CSP Plan.

Note 12 - Segment Information

12 Months Ended

Dec. 31, 2018

Segment Reporting Disclosure [Text Block]

12.

Segment Information

The Company reports net revenues from operating income by reportable segment. Reportable segments are components of the Company for which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company provides similar merchandising 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.

The accounting policies of each of the reportable segments are the same as those described in the Summary of Significant Accounting Policies. Management evaluates performance as follows (in thousands):

	Year Ended December 31,
	2018			2017
Revenue, net:
United States	$	80,049		$	52,273
International		149,142			129,108
Total revenue	$	229,191		$	181,381

Operating income (loss):
United States	$	(2,543	)	$	518
International		6,272			3,572
Total operating income	$	3,729		$	4,090

Interest expense:
United States	$	260		$	221
International		835			116
Total interest expense	$	1,095		$	337

Other (income) expense, net:
United States	$	(1	)	$	8
International		(405	)		(409	)
Total other (income), net	$	(406	)	$	(401	)

Income (loss) before income tax expense:
United States	$	(2,802	)	$	289
International		5,842			3,865
Total income before income tax expense	$	3,040		$	4,154

Income tax expense (benefit):
United States	$	(253	)	$	1,956
International		1,668			1,021
Total income tax expense	$	1,415		$	2,977

Net (loss) income:
United States	$	(2,549	)	$	(1,667	)
International		4,174			2,844
Total net income	$	1,625		$	1,177

Net income attributable to non-controlling interest:
United States	$	544		$	99
International		2,645			2,001
Total net income attributable to non-controlling interest	$	3,189		$	2,100


Net (loss) income attributable to SPAR Group, Inc.:
United States	$	(3,093	)	$	(1,766	)
International		1,529			843
Total net loss attributable to SPAR Group, Inc.	$	(1,564	)	$	(923	)


Depreciation and amortization:
United States	$	1,431		$	1,378
International		678			748
Total depreciation and amortization	$	2,109		$	2,126


Capital expenditures:
United States	$	1,345		$	942
International		277			506
Total capital expenditures	$	1,622		$	1,448

Note: There were

inter-company sales for

2018

2017.

	December 31,
	2018		2017
Assets:
United States	$	27,114	$	17,511
International		41,815		40,477
Total assets	$	68,929	$	57,988

Geographic Data

(in thousands)

	Year Ended December 31,
	201 8					201 7
Net international revenues:			% of consolidated net revenue					% of consolidated net revenue
Brazil	$	54,060		23.6	%	$	42,853		23.6	%
South Africa		28,566		12.5			26,661		14.7
Mexico		21,233		9.3			22,128		12.2
China		13,181		5.8			11,045		6.1
Japan		10,814		4.7			8,125		4.5
India		9,269		4.0			7,308		4.0
Canada		8,392		3.7			6,913		3.8
Australia		3,405		1.5			3,789		2.1
Turkey		222		0.1			277		0.2
Total international revenue	$	149,142		65.2	%	$	129,108		71.2	%

	Year Ended December 31 ,
	20 18		20 17
Long lived assets:
United States	$	2,122	$	7,109
International		438		4,057
Total long lived assets	$	2,560	$	11,166

Note 13 - Purchase of Interests in Subsidiaries

12 Months Ended

Dec. 31, 2018

Business Combination Disclosure [Text Block]

13.

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 of North Florida, 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".

SGRP's subsidiary, SPAR Marketing Force, Inc. ("SMF"), purchased those equity interests in Resource Plus from Joseph L. Paulk and Richard Justus pursuant to separate Stock Purchase Agreements each dated as of

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 interest at

1.85%

per annum, per year on

December 31

of each year (commencing in

2018,

which payment was made 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,

which payment was also made in

2018

) is repayable in installments of

$33,333

per year, plus interest at

1.85%

per annum, on

December 31

of each year, with the balance of

$33,334

due on

December 31, 2020.

In connection with that closing, Mr. Paulk retired, while Mr. Justus continued as President of Resource Plus and received an Executive Officer Employment Terms and Severance Agreement with RPI ("ETSA"), with a base salary of

$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.

This acquisition was accounted for using the purchase method of accounting with the purchase price allocated to the assets purchased and liabilities assumed based upon their estimated fair values at the date of acquisition.

A summary of 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 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	)
Deferred tax liability		(572	)
Revolving line of credit		(865	)
Other intangible assets		2,290
Residual goodwill		1,962
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 twelve month period ended December 31, 2017		$	205,604			$	407

The pro forma in the table above includes adjustments for, amortization of intangible assets and acquisition costs to reflect results that are more representative of the results of the transactions as if the Resource Plus acquisition closed on

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

twelve

month period ended

December 31, 2018,

Resource Plus contributed

$24.2

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

$1.3

million.

Note 14 - Net Income Per Share

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Text Block]

14.

Net Income Per Share

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

	Year Ended December 31,
	20 18			20 17
Numerator:
Net loss attributable to SPAR Group, Inc.	$	(1,563	)	$	(923	)

Denominator:
Shares used in basic net income per share calculation		20,684			20,617
Effect of diluted securities:
Stock options and unvested restricted shares		–			–
Shares used in diluted net income per share calculations		20,684			20,617

Basic and Diluted net loss per common share:	$	(0.07	)	$	(0.04	)

Note 15 - Capital Lease Obligations

12 Months Ended

Dec. 31, 2018

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

15.

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 December 31, 2018
January 2017		5.8	%	$	76	$	26	$	26
August 2017		6.4	%	$	147	$	20	$	78

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

December 31, 2018,

are as follows (in thousands):

Year Ending December 31,	Amount

2019	$	82
2020		31
Total		113
Less amount representing interest		5
Present value of net minimum lease payments included in accrued expenses and other current liabilities, and long term debt	$	108

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2018

SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

SPAR Group, Inc. and Subsidiaries

Schedule II – Valuation and Qualifying Accounts

(In thousands)

	Balance at Beginning of Period		(Recovered From)/ Charged to Costs and Expenses		Deductions (1)		Balance at End of Period
Year ended December 31, 2018:

Deducted from asset accounts:
Allowance for doubtful accounts	$	342		196		5	$	533

Year ended December 31, 2017:

Deducted from asset accounts:
Allowance for doubtful accounts	$	288		113		59	$	342

(

) Uncollectible accounts written off, net of recoveries

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The Company consolidates its

100%

owned subsidiaries and all of its

51%

owned joint venture subsidiaries in accordance with the provisions required by the Consolidation Topic

810

of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). All significant intercompany accounts and transactions have been eliminated.

Consolidation, Variable Interest Entity, Policy [Policy Text Block]

Accounting for Joint Venture

Subsidiarie

For the Company's less than wholly owned subsidiaries, the Company

first

analyzes to determine if a joint venture subsidiary is a variable interest entity (a "VIE") in accordance with ASC

810

Based on the Company's analysis for each of its

51%

49%

not

redeemable by the equity holders and are presented as part of permanent equity. Income and losses are allocated to the non-controlling interest holder based on its economic ownership percentage.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash Equivalents

The Company considers all highly liquid short-term investments with original maturities of

three

months or less at the time of acquisition to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

The Company maintains cash balances with high quality financial institutions and periodically evaluates the creditworthiness of such institutions and believes that the Company is

not

exposed to significant credit risk.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

May 2014,

the FASB issued Accounting Standards Update

No.

2014

(Topic

606

) "Revenue from Contracts with Customers." Topic

606

supersedes the revenue recognition requirements in Topic

605

"Revenue Recognition" (Topic

605

606

as of

January 1, 2018

using the modified retrospective transition method with the impact upon adoption

not

significant.

five

All of the Company's Contracts with customers have a duration of

one

year or less, with over

90%

being completed in less than

Receivables, Policy [Policy Text Block]

Unbilled Accounts Receivable

Unbilled accounts receivable represent services performed but

not

billed and are included as accounts receivable.

Doubtful Accounts and Credit Risks

$533,000

and

$342,000

December 31, 2018,

and

2017,

respectively. Bad debt expense was

$196,000

and

$113,000

for the years ended

December 31, 2018

and

2017,

respectively.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment and Depreciation

Property and equipment, including leasehold improvements, are stated at cost. Depreciation is calculated on a straight-line basis over estimated useful lives of the related assets, which range from

three

seven

December 31, 2018

and

2017

(including amortization of capitalized software as described below) was

$1.5

million for both periods.

Internal Use Software, Policy [Policy Text Block]

Internal Use Software Development Costs

not

three

years on a straight-line basis.

The Company capitalized

$1.3

and

$1.0

million of costs related to software developed for internal use in

2018

and

2017,

respectively, and recognized approximately

$1.2

million of amortization of capitalized software for both the years ended

December 31, 2018

and

2017.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of

Long-Lived

Assets

may

not

may

have to record an impairment to reduce the net book value of such individual asset.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

may

Goodwill is subject to annual impairment tests and interim impairment tests if impairment indicators are present. The impairment tests require the Company to

first

assess qualitative factors to determine whether it is necessary to perform a

two

-step quantitative goodwill impairment test. The Company is

not

required to calculate the fair value of a reporting unit unless it determines, based on a qualitative assessment, that it is more likely than

not

that its fair value is less than its carrying amount. If the qualitative assessment indicates a potential impairment, the Company performs the

two

step quantitative impairment test. Step

one

of the

two

reporting units, and that a

two

-step quantitative goodwill impairment test was

not

necessary, as of

December 31, 2018

and

2017.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Accounting for Share Based Compensation

December 31, 2018

and

2017

was

$221,000

and

$225,000,

respectively.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

three

-tiered approach. Fair value measurements are classified and disclosed in

one

of the following

three

categories:

●

Level

– Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

●

Level

– Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are

not

active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

●

Level

– Prices or valuation techniques where little or

market data is available that requires inputs that are significant to the fair value measurement and unobservable.

) at

December 31, 2018

and

2017.

The carrying value of the Company's long-term debt with variable interest rates approximates fair value based on instruments with similar terms (Level

Income Tax, Policy [Policy Text Block]

Accounting for Income Taxes

not

be realized.

The calculation of income taxes involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on a

two

-step process. The

first

step involves evaluating the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than

not

that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The

second

step involves estimating and measuring the tax benefit as the largest amount that is more than

50%

not

The Tax Cuts and Jobs Act ("the Tax Act") signed into law what is a comprehensive U.S. tax reform package that, effective

January 1, 2018,

among other things, lowered the corporate income tax rate from

35%

21%

and moved the country towards a territorial tax system with a

one

-time mandatory tax on previously deferred foreign earnings of foreign subsidiaries. See Note

to the Company's Consolidated Financial Statements –

Income Taxes

, below, for further information on the tax impacts of the Tax Act.

Earnings Per Share, Policy [Policy Text Block]

Net Income Per Share

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Translation of Foreign Currencies

New Accounting Pronouncements, Policy [Policy Text Block]

New

Accounting Pronouncements

August 2018,

the Financial Accounting Standards Board ("FASB") issued ASU

2018

15,

December 15, 2019,

August 2018,

the FASB issued ASU

2018

which eliminates, adds and modifies certain fair value measurement disclosures. The ASU is effective for annual reporting periods beginning after

December 15, 2019,

including interim reporting periods within those annual periods, with early adoption permitted. The Company does

not

expect the adoption of this standard to have a material impact to the consolidated financial statements.

June 2018,

the FASB issued ASU

2018

simplifying the accounting for nonemployee share-based payment awards by expanding the scope of ASC Topic

718,

December 15, 2018,

February 2018,

the FASB issued ASU

2018

allowing reclassification from accumulated other comprehensive income (loss) to retained earnings for the income tax effects resulting from the Act enacted by the U.S. federal government in

December 2017.

2018

relates only to the reclassification of the income tax effects of the Act and does

not

December 15, 2018.

May 2017,

the FASB issued ASU

2017

not

change the accounting for modifications. The ASU was effective prospectively for reporting periods beginning after

December 15, 2017,

with early adoption permitted, including adoption in any interim period for which financial statements have

not

yet been issued. The adoption of this ASU did

not

have an impact on the Company's consolidated financial statements.

January 2017,

the FASB issued ASU

2017

simplifying the accounting for goodwill impairment for all entities. The new guidance eliminates the requirement to calculate the implied fair value of goodwill (Step

of the current

two

-step goodwill impairment test under ASC

350

). Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value (Step

of the current

two

-step goodwill impairment test). The ASU is effective prospectively for reporting periods beginning after

December 15, 2019,

with early adoption permitted for annual and interim goodwill impairment testing dates after

January 1, 2017.

The Company elected to early adopt ASU

2017

as of year-end

2018

and the adoption of this ASU did

not

have an impact on our goodwill impairment testing process or our consolidated financial statements.

November 2016,

the FASB issued ASU

2016

December 15, 2017,

with early adoption permitted. The Company adopted this guidance effective

January 1, 2018.

See the consolidated statement of cash flows for the impact of this standard. The adoption of this standard did

not

have a material impact on the consolidated financial statements.

August 2016,

the FASB issued ASU

2016

) debt prepayment or debt extinguishment costs;

) settlement of

zero

-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing;

) contingent consideration payments made after a business combination;

) proceeds from the settlement of insurance claims;

) proceeds from the settlement of corporate-owned life insurance policies;

) distributions received from equity method investees; and

) beneficial interests in securitization transactions. ASU

2016

also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than

one

class of cash flows. This ASU was effective for annual periods, and interim periods within those annual periods, beginning after

December 15, 2017

and required retrospective application. Early adoption was permitted. The Company adopted this guidance effective

January 1, 2018

and the impact related to this implementation was immaterial.

June 2016,

the FASB issued ASU

2016

amending how entities will measure credit losses for most financial assets and certain other instruments that are

not

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. This ASU applies to trade accounts receivable and

may

have an impact on the calculation of the allowance for uncollectible accounts receivable.

February 2016,

the FASB issued ASU

2016

amending the existing accounting standards for lease accounting and requiring lessees to recognize lease assets and lease liabilities for all leases with lease terms of more than

December 15, 2018

and requires modified retrospective application. In

July 2018,

the FASB issued ASU

2018

11,

months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of earnings on a straight-line basis over the lease term.

not

expect material changes to the recognition of operating lease expense in our consolidated statements of loss. The Company believes the adoption of Topic

842

Management has evaluated other recently issued accounting pronouncements and does

not

believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures.

Note 1 - Business and Organization (Tables)

12 Months Ended

Dec. 31, 2018

Equity Ownership Of Subsidiaries [Table Text Block]

Primary Territory	Date Established	SGRP Percentage Ownership	Principal Office Location
Domestic
United States of America	1979	100%	White Plains, New York
National Merchandising Services, LLC	2012	51%	Fayetteville, Georgia
Resource Plus of North Florida, Inc.	2018	51%	Jacksonville, Florida
International
Japan	May 2001	100%	Tokyo, Japan
Canada	June 2003	100%	Vaughan, Ontario, Canada
South Africa	April 2004	51%	Durban, South Africa
India	April 2004	51%	New Delhi, India
Australia	April 2006	51%	Melbourne, Australia
China	March 2010	51%	Shanghai, China
Mexico	August 2011	51%	Mexico City, Mexico
Turkey	November 2011	51%	Istanbul, Turkey
Brazil	September 2016	51%	Sao Paulo, Brazil

Note 3 - Supplemental Balance Sheet Information (in Thousands) (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	December 31,
Accounts receivable, net, consists of the following:	20 18			20 17

Trade	$	34,824		$	29,437
Unbilled		8,305			5,863
Non-trade		3,546			1,006
		46,970			36,306
Less allowance for doubtful accounts		(533	)		(342	)
Accounts Receivable, net	$	46,142		$	35,964

Schedule Of Property Plant And Equipment [Table Text Block]

	December 31,
Property and equipment consist of the following:	20 18			20 17

Equipment	$	6,249		$	5,873
Furniture and fixtures		2,254			853
Leasehold improvements		278			267
Capitalized software development costs		12,210			10,794
		20,991			17,787
Less accumulated depreciation and amortization		(18,041	)		(15,075	)
Property and equipment, net	$	2,950		$	2,712

Schedule of Goodwill [Table Text Block]

	United States		International			Total
Goodwill:
Balance December 31, 2017	$	1,188	$	648		$	1,836
Purchase of interest in subsidiary		1,962		–			1,962
Change in goodwill due to impact of foreign currency		–		(10	)		(10	)
Balance December 31, 2018	$	3,150	$	638		$	3,788

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	December 31,
Intangible assets consist of the following:	20 18			20 17

Customer contracts and lists	$	2,680		$	4,015
Trade names		900			-
Patents		870			-
Non compete		520			-
Less accumulated amortization		(1,638	)		(2,381	)
Intangible assets, net	$	3,332		$	1,634

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Year	Amount
2019		533
2020		533
2021		508
2022		419
2023		280
Thereafter		1,059
Total	$	3,332

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

	December 31,
Accrued expenses and other current liabilities:	20 18		20 17

Taxes payable	$	2,808	$	2,358
Accrued salaries and wages		6,503		3,791
Accrued accounting and legal expenses		3,777		3,240
Uncertain tax position reserves		101		116
Litigation settlement - Clothier		1,300		–
Accrued third party labor		737		–
Dividend payable to partners		–		1,042
Other		2,789		3,034
Accrued expenses and other current liabilities	$	18,015	$	13,581

Note 4 - Credit Facilities (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Debt [Table Text Block]

	Interest Rate as of
	December 31, 2018			2019		2020		2021		2022		2023
Brazil - Bradesco	0.37%	-	0.92%		910		–		–		–		–
Brazil – Santander		1.38%			98		–		–		–		–
USA - PNC Bank		5.02%			8,747		–		–		–		–
USA - Fifth Third Bank		4.97%			–		–		–		–		–
USA - Resource Plus Sellers		1.85%			333		334		300		300		700
National Australia Bank		6.60%			326		–		–		–		–
Mexico - BBVA / Shareholder		12.23%			–		153		–		–		–
Total				$	10,414	$	487	$	300	$	300	$	700

Credit And Debt Facilities Unused Availability [Table Text Block]

	December 31, 2018		December 31, 2017
Unused Availability:
United States	$	4,253	$	3,530
Australia		238		731
Brazil		304		1,554
Mexico		102		254
Total Unused Availability	$	4,897	$	6,069

Note 5 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

	Year Ended December 31,
	20 18			20 17
Domestic	$	(2,802	)	$	289
Foreign		5,842			3,865
Total:	$	3,040		$	4,154

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	Year Ended December 31,
	20 18			20 17
Current:
Federal	$	-		$	79
Foreign		1,450			1,131
State		4			128

Deferred expense (benefit):
Federal		(157	)		1,571
Foreign		147			(117	)
State		(29	)		185
Net expense	$	1,415		$	2,977

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	Year Ended December 31,
	2018			Rate			2017			Rate
Provision for income taxes at federal statutory rate	$	638			21.0	%	$	1,421			34.0	%
State income taxes, net of federal benefit		–			0.0	%		17			0.4	%
Permanent differences		(277	)		(9.1	%)		85			2.1	%
Federal Research and Development Credit		–			–			41			1.0	%
Foreign tax rate differential		437			14.4	%		(494	)		(11.8%	)
Foreign dividend tax		309			10.2	%		798			19.0	%
Reduction in deferred tax asset – Reduction of corporate tax rate		–			–			1,043			24.8	%
Other		214			10.2	%		66			1.7	%
Net expense	$	1,415			46.7	%	$	2,977			71.2	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

Deferred taxes consist of the following (in thousands):	December 31,
	20 18		20 17
Deferred tax assets:
Net operating loss carry forwards	$	1,274	$	1,313
Federal Research and Development Credit		240		240
Deferred revenue		109		360
Accrued payroll		73		–
Allowance for doubtful accounts and other receivable		36		59
Share-based compensation expense		545		646
Foreign subsidiaries		441		588
Depreciation		396		360
Other		356		26
Federal Alternative Minimum Tax		–		156
Total deferred tax assets		3,470		3,748

Deferred tax liabilities:
Goodwill		76		224
Intangible assets of subsidiaries		513		–
Capitalized software development costs		479		469
Total deferred tax liabilities		1,068		693
Net deferred taxes	$	2,402	$	3,055

Summary of Income Tax Contingencies [Table Text Block]

	Year Ended December 31,
	20 18			20 17
Beginning balance	$	116		$	116
Removal for tax provisions of prior years		(15	)		–
Ending balance	$	101		$	116

Schedule Of Tax Reserves [Table Text Block]

	Taxes		Interest		Penalty		Total Tax Liability
Domestic
State	$	101	$	50	$	8	$	159
Federal		–		–		–		–
International		–		–		–		–
Total reserve	$	101	$	50	$	8	$	159

Note 6 - Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2018

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

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

Note 10 - Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2018

	Year Ended December 31 ,
	201 8		201 7
Services provided by affiliates:
Field Specialist Service expenses * (SBS)	$	15,404	$	25,866
Field Administration Service expenses * (SAS)		2,738		4,215
NSRS		TBD		-
RJ HOLDINGS		TBD		-
Office and vehicle rental expenses (MPT)		66		62
Vehicle rental expenses (MCPT)		1,248		1,146
Office and vehicle rental expenses (MHT)		228		170
Field administration expenses* (NDS Reklam)		2		2
Consulting and administrative services (CON)		220		244
Warehouse Rental (JFMD)		49		47
Legal Services (KMSA)		135		10

Total services provided by affiliates	$	20,090	$	31,762

Due to affiliates consists of the following (in thousands):	December 31 ,
	201 8		201 7
Loans from local investors: (1)
Australia	$	226	$	250
Mexico		1,001		1,001
Brazil		139		139
China		2,130		719
South Africa		618		24
Resource Plus		531		–
Accrued Expenses due to affiliates:
SBS/SAS		–		893
Total due to affiliates	$	4,645	$	3,026

Note 11 - Stock Based Compensation and Other Plans (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Expected volatility	43	%
Expected dividend yields	0	%
Expected term (in years)	5
Risk free interest rate	2.5	%
Expected forfeiture rate	5	%

Expected volatility	43	%
Expected dividend yields	0	%
Expected term (in years)	5
Risk free interest rate	2.8	%
Expected forfeiture rate	5	%

Share-based Compensation, Stock Options, Activity [Table Text Block]

					Weighted-
			Weighted-		Average		Aggregate
			Average		Remaining		Intrinsic
	Covered		Exercise		Contractual		Value
Option Awards	Shares		Price		Term (Years)		(thousands)
Outstanding at January 1, 2017		3,111,052	$	0.98		4.74	$	678
Granted		943,000		1,05		–		–
Exercised/cancelled		110,187		0.87		–		–
Forfeited or expired		599,688		–		–		–
Outstanding at December 31, 2017		3,344,177	$	0.96		5.17	$	1,221
Granted		45,000		1.67		–		–
Exercised		306,750		0.40		–		–
Forfeited or expired		37,500		–		–		–
Outstanding at December 31, 2018		3,044,927	$	1.01		4.55	$	103
Exercisable at December 31, 2018		2,239,677	$	1.00		3.15	$	103

Weighted-

Average

Aggregate

Average

Remaining

Intrinsic

Covered

Exercise

Contractual

Value

Option Awards

Price

Term

(Years)

(thousands)

Granted

245,000

1.23

–

Exercised

–

Cancelled

–

Forfeited or expired

10,000

–

Outstanding at December 31, 2018

235,000

1.23

9.35

–

Exercisable at December 31, 2018

–

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

				Weighted-
				Average
				Grant Date
				Fair Value
	Shares			per Share
Unvested at January 1, 2017		132,000		$	1.32
Granted		–			–
Vested		(22,800	)		1.53
Forfeited		(40,800	)		1.08
Unvested at December 31, 2017		68,400			1.38
Granted		–			–
Vested		(18,900	)		1.48
Forfeited		(48,500	)		1.35
Unvested at December 31, 2018		1,000		$	1.36

				Weighted-
				Average
				Grant Date
				Fair Value
	Shares			per Share
Granted		20,000			1.23
Vested		(10,000	)		1.23
Forfeited		–			–
Unvested at December 31, 2018		10,000		$	1.23

Note 12 - Segment Information (Tables)

12 Months Ended

Dec. 31, 2018

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

	Year Ended December 31,
	2018			2017
Revenue, net:
United States	$	80,049		$	52,273
International		149,142			129,108
Total revenue	$	229,191		$	181,381

Operating income (loss):
United States	$	(2,543	)	$	518
International		6,272			3,572
Total operating income	$	3,729		$	4,090

Interest expense:
United States	$	260		$	221
International		835			116
Total interest expense	$	1,095		$	337

Other (income) expense, net:
United States	$	(1	)	$	8
International		(405	)		(409	)
Total other (income), net	$	(406	)	$	(401	)

Income (loss) before income tax expense:
United States	$	(2,802	)	$	289
International		5,842			3,865
Total income before income tax expense	$	3,040		$	4,154

Income tax expense (benefit):
United States	$	(253	)	$	1,956
International		1,668			1,021
Total income tax expense	$	1,415		$	2,977

Net (loss) income:
United States	$	(2,549	)	$	(1,667	)
International		4,174			2,844
Total net income	$	1,625		$	1,177

Net income attributable to non-controlling interest:
United States	$	544		$	99
International		2,645			2,001
Total net income attributable to non-controlling interest	$	3,189		$	2,100


Net (loss) income attributable to SPAR Group, Inc.:
United States	$	(3,093	)	$	(1,766	)
International		1,529			843
Total net loss attributable to SPAR Group, Inc.	$	(1,564	)	$	(923	)


Depreciation and amortization:
United States	$	1,431		$	1,378
International		678			748
Total depreciation and amortization	$	2,109		$	2,126


Capital expenditures:
United States	$	1,345		$	942
International		277			506
Total capital expenditures	$	1,622		$	1,448

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

	December 31,
	2018		2017
Assets:
United States	$	27,114	$	17,511
International		41,815		40,477
Total assets	$	68,929	$	57,988

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

	Year Ended December 31,
	201 8					201 7
Net international revenues:			% of consolidated net revenue					% of consolidated net revenue
Brazil	$	54,060		23.6	%	$	42,853		23.6	%
South Africa		28,566		12.5			26,661		14.7
Mexico		21,233		9.3			22,128		12.2
China		13,181		5.8			11,045		6.1
Japan		10,814		4.7			8,125		4.5
India		9,269		4.0			7,308		4.0
Canada		8,392		3.7			6,913		3.8
Australia		3,405		1.5			3,789		2.1
Turkey		222		0.1			277		0.2
Total international revenue	$	149,142		65.2	%	$	129,108		71.2	%

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

	Year Ended December 31 ,
	20 18		20 17
Long lived assets:
United States	$	2,122	$	7,109
International		438		4,057
Total long lived assets	$	2,560	$	11,166

Note 13 - Purchase of Interests in Subsidiaries (Tables) - Resource Plus, Inc [Member]

12 Months Ended

Dec. 31, 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	)
Deferred tax liability		(572	)
Revolving line of credit		(865	)
Other intangible assets		2,290
Residual goodwill		1,962
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 twelve month period ended December 31, 2017		$	205,604			$	407

Note 14 - Net Income Per Share (Tables)

12 Months Ended

Dec. 31, 2018

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

	Year Ended December 31,
	20 18			20 17
Numerator:
Net loss attributable to SPAR Group, Inc.	$	(1,563	)	$	(923	)

Denominator:
Shares used in basic net income per share calculation		20,684			20,617
Effect of diluted securities:
Stock options and unvested restricted shares		–			–
Shares used in diluted net income per share calculations		20,684			20,617

Basic and Diluted net loss per common share:	$	(0.07	)	$	(0.04	)

Note 15 - Capital Lease Obligations (Tables)

12 Months Ended

Dec. 31, 2018

Schedule of Capital Leased Assets [Table Text Block]

Start Date:	Interest Rate			Original Cost		Accumulated Amortization		Net Book Value at December 31, 2018
January 2017		5.8	%	$	76	$	26	$	26
August 2017		6.4	%	$	147	$	20	$	78

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

Year Ending December 31,	Amount

2019	$	82
2020		31
Total		113
Less amount representing interest		5
Present value of net minimum lease payments included in accrued expenses and other current liabilities, and long term debt	$	108

Schedule II - Valuation and Qualifying Accounts (Tables)

12 Months Ended

Dec. 31, 2018

Valuation and Qualifying Accounts Disclosure [Table Text Block]

	Balance at Beginning of Period		(Recovered From)/ Charged to Costs and Expenses		Deductions (1)		Balance at End of Period
Year ended December 31, 2018:

Deducted from asset accounts:
Allowance for doubtful accounts	$	342		196		5	$	533

Year ended December 31, 2017:

Deducted from asset accounts:
Allowance for doubtful accounts	$	288		113		59	$	342

Note 1 - Business and Organization (Details Textual)	12 Months Ended
Note 1 - Business and Organization (Details Textual)	Dec. 31, 2018
Number of Countries in which Entity Operates	10
Number of Reportable Segments	2

Note 1 - Business and Organization - Percentage of the Company's Equity Ownership (Details)	Dec. 31, 2018
NEW YORK
Majority Interest Ownership Percentage By Parent	100.00%
Georgia [Member]
Majority Interest Ownership Percentage By Parent	51.00%
FLORIDA
Majority Interest Ownership Percentage By Parent	51.00%
JAPAN
Majority Interest Ownership Percentage By Parent	100.00%
CANADA
Majority Interest Ownership Percentage By Parent	100.00%
SOUTH AFRICA
Majority Interest Ownership Percentage By Parent	51.00%
INDIA
Majority Interest Ownership Percentage By Parent	51.00%
AUSTRALIA
Majority Interest Ownership Percentage By Parent	51.00%
CHINA
Majority Interest Ownership Percentage By Parent	51.00%
MEXICO
Majority Interest Ownership Percentage By Parent	51.00%
TURKEY
Majority Interest Ownership Percentage By Parent	51.00%
BRAZIL
Majority Interest Ownership Percentage By Parent	51.00%

Note 2 - Summary of Significant Accounting Policies (Details Textual)	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Equity Method Investment, Ownership Percentage	51.00%
Allowance for Doubtful Accounts Receivable, Ending Balance	$ 533,000	$ 342,000
Provision for Doubtful Accounts	196,000	113,000
Depreciation, Amortization and Accretion, Net, Total	1,500,000	1,500,000
Capitalized Computer Software, Gross	1,300,000	1,000,000
Capitalized Computer Software, Amortization	$ 1,200,000	$ 1,200,000
Number of Reporting Units	2	2
Allocated Share-based Compensation Expense, Total	$ 221,000	$ 225,000
Computer Software, Intangible Asset [Member]
Finite-Lived Intangible Asset, Useful Life	3 years
Minimum [Member]
Property, Plant and Equipment, Useful Life	3 years
Maximum [Member]
Property, Plant and Equipment, Useful Life	7 years

Note 3 - Supplemental Balance Sheet Information (in Thousands) (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Finite-Lived Intangible Assets, Gross, Total	$ 5,000,000
Customer Contracts And Lists [Member]
Finite-Lived Intangible Assets, Gross, Total	2,680,000	$ 4,015,000
Amortization of Intangible Assets, Total	$ 569,000	$ 628,000
Customer Contracts And Lists [Member] \| Minimum [Member]
Finite-Lived Intangible Asset, Useful Life	5 years
Customer Contracts And Lists [Member] \| Maximum [Member]
Finite-Lived Intangible Asset, Useful Life	25 years

Note 3 - Supplemental Balance Sheet Information (in Thousands) - Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Accounts receivable	$ 46,970	$ 36,306
Less allowance for doubtful accounts	(533)	(342)
Accounts Receivable, net	46,142	35,964
Trade Accounts Receivable [Member]
Accounts receivable	34,824	29,437
Unbilled [Member]
Accounts receivable	8,305	5,863
Non-Trade [Member]
Accounts receivable	$ 3,546	$ 1,006

Note 3 - Supplemental Balance Sheet Information (in Thousands) - Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Property and equipment	$ 20,991	$ 17,787
Less accumulated depreciation and amortization	(18,041)	(15,075)
Property and equipment, net	2,950	2,712
Equipment [Member]
Property and equipment	6,249	5,873
Furniture and Fixtures [Member]
Property and equipment	2,254	853
Leaseholds and Leasehold Improvements [Member]
Property and equipment	278	267
Software Development [Member]
Property and equipment	$ 12,210	$ 10,794

Note 3 - Supplemental Balance Sheet Information (in Thousands) - Goodwill Rollforward (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Balance	$ 1,836
Purchase of interest in subsidiary	1,962
Change in goodwill due to impact of foreign currency	10
Balance	3,788
UNITED STATES
Balance	1,188
Purchase of interest in subsidiary	1,962
Change in goodwill due to impact of foreign currency
Balance	3,150
International [Member]
Balance	648
Purchase of interest in subsidiary
Change in goodwill due to impact of foreign currency	10
Balance	$ 638

Note 3 - Supplemental Balance Sheet Information (in Thousands) - Intangible Assets (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Finite-Lived Intangible Assets, Gross, Total	$ 5,000,000
Less accumulated amortization	(1,638,000)	$ (2,381,000)
Intangible assets, net	3,332,000	1,634,000
Customer Contracts And Lists [Member]
Finite-Lived Intangible Assets, Gross, Total	2,680,000	4,015,000
Trade Names [Member]
Finite-Lived Intangible Assets, Gross, Total	900,000
Patents [Member]
Finite-Lived Intangible Assets, Gross, Total	870,000
Noncompete Agreements [Member]
Finite-Lived Intangible Assets, Gross, Total	$ 520,000

Note 3 - Supplemental Balance Sheet Information (in Thousands) - Annual Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
2019	$ 533
2020	533
2021	508
2022	419
2023	280
Thereafter	1,059
Total	$ 3,332	$ 1,634

Note 3 - Supplemental Balance Sheet Information (in Thousands) - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Taxes payable	$ 2,808	$ 2,358
Accrued salaries and wages	6,503	3,791
Accrued accounting and legal expenses	3,777	3,240
Uncertain tax position reserves	101	116
Litigation settlement - Clothier	1,300
Accrued third party labor	737
Dividend payable to partners		1,042
Other	2,789	3,034
Accrued expenses and other current liabilities	$ 18,015	$ 13,581

Note 4 - Credit Facilities (Details Textual) $ in Millions					12 Months Ended
Note 4 - Credit Facilities (Details Textual) $ in Millions	Apr. 10, 2019 USD ($)	Jul. 03, 2018 USD ($)	Jan. 09, 2018 USD ($)	Mar. 15, 2016 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2018 MXN ($)	Dec. 31, 2018 AUD ($)	Dec. 31, 2018 BRL (R$)	Oct. 05, 2018 USD ($)	Oct. 05, 2018 BRL (R$)	May 29, 2018 USD ($)	May 29, 2018 BRL (R$)	May 25, 2018 USD ($)	May 25, 2018 BRL (R$)	Jan. 16, 2018 USD ($)	Oct. 31, 2017 USD ($)	Oct. 31, 2017 AUD ($)	Dec. 26, 2016 USD ($)	Dec. 26, 2016 BRL (R$)	Nov. 29, 2016 USD ($)	Nov. 29, 2016 BRL (R$)	Mar. 15, 2016 MXN ($)
Proceeds from Lines of Credit, Total					$ 872,000
Resource Plus, Inc [Member]
Business Acquisition, Percentage of Voting Interests Acquired			51.00%
Resource Plus Acquisition Note [Member]
Debt Instrument, Face Amount			$ 2,300,000
Notes Payable, Total					$ 1,970,000
Itau Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity																					$ 1,031,000	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] \| North Mill, LLC [Member] \| Subsequent Event [Member]
Proceeds from Lines of Credit, Total	$ 9,800,000
Line of Credit Facility, Commitment Fee Percentage	1.50%
Debt Instrument, Face Amount	$ 180,000
Debt Instrument, Payable Per Month	10,000
Line of Credit Facility, Commitment Fee Amount	$ 120,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability	85.00%
Percent Of Eligible Domestic Unbilled Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability	60.00%
Maximum Amount of Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability	$ 4,500,000
Revolving Credit Facility [Member] \| North Mill, LLC [Member] \| Subsequent Event [Member] \| Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	1.25%
Revolving Credit Facility [Member] \| North Mill, LLC [Member] \| NM Loan Agreement [Member] \| Subsequent Event [Member]
Debt Instrument, Term	18 years
Revolving Credit Facility [Member] \| North Mill, LLC [Member] \| NM Loan Agreement [Member] \| Subsequent Event [Member] \| SPAR Marketing Force [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 12,500,000
Revolving Credit Facility [Member] \| North Mill, LLC [Member] \| NM Loan Agreement [Member] \| Subsequent Event [Member] \| SPAR Canada Company [Member]
Line of Credit Facility, Maximum Borrowing Capacity	2,500,000
Revolving Credit Facility [Member] \| North Mill, LLC [Member] \| Original NM Notes [Member] \| Subsequent Event [Member] \| SPAR Marketing Force [Member]
Line of Credit Facility, Maximum Borrowing Capacity	10,500,000
Revolving Credit Facility [Member] \| North Mill, LLC [Member] \| Original NM Notes [Member] \| Subsequent Event [Member] \| SPAR Canada Company [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,500,000
Revolving Credit Facility [Member] \| PNC Bank, National Association [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 9,500,000														$ 9,000,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability		85.00%
Line of Credit Facility, Interest Rate at Period End					5.02%		5.02%	5.02%	5.02%
Long-term Line of Credit, Total					$ 8,800,000
Line of Credit Facility, Maximum Borrowing Capacity After Applying the Borrowing Base Formula					$ 9,500,000
Line of Credit Facility, Covenant Terms, Minimum Tangible Net Worth		$ 13,400,000
Revolving Credit Facility [Member] \| PNC Bank, National Association [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate		2.50%
Revolving Credit Facility [Member] \| Fifth Third Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity			$ 3,500,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability			80.00%
Line of Credit Facility, Interest Rate at Period End					4.975%		4.975%	4.975%	4.975%
Long-term Line of Credit, Total					$ 0
Revolving Credit Facility [Member] \| Fifth Third Bank [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate			2.50%
Revolving Credit Facility [Member] \| National Australia Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity																	$ 564,000	$ 800,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability																	80.00%	80.00%
Long-term Line of Credit, Total					$ 326,000			$ 462,000
Revolving Credit Facility [Member] \| BBVA Bancomer Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity				$ 255,000																			$ 5
Line of Credit Facility, Interest Rate at Period End					12.23%		12.23%	12.23%	12.23%
Long-term Line of Credit, Total					$ 153,000		$ 3
Revolving Credit Facility [Member] \| BBVA Bancomer Bank [Member] \| Interbank Interest Rate [Member]
Debt Instrument, Basis Spread on Variable Rate				4.00%
Revolving Credit Facility [Member] \| Daycoval Bank [Member]
Line of Credit Facility, Maximum Borrowing Capacity																			$ 1,300,000	R$ 5,000,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability																			80.00%	80.00%
Revolving Credit Facility [Member] \| Banco Bradesco [Member]
Line of Credit Facility, Maximum Borrowing Capacity												$ 309,000	R$ 1,200,000
Percent Of Eligible Domestic Accounts Receivable Less Certain Reserves To Calculate Borrowing Availability												0.00%	0.00%
Long-term Line of Credit, Total					38,000				R$ 147,000
Revolving Credit Facility [Member] \| Banco Safra [Member]
Line of Credit Facility, Maximum Borrowing Capacity														$ 774,000	R$ 3,000,000
Revolving Credit Facility [Member] \| Branco Bradesco [Member]
Line of Credit Facility, Maximum Borrowing Capacity										$ 910,000	R$ 3,500,000
Long-term Line of Credit, Total					872,000				3,400,000
Revolving Credit Facility [Member] \| Branco Santander [Member]
Line of Credit Facility, Maximum Borrowing Capacity										$ 98,000	R$ 381,000
Long-term Line of Credit, Total					$ 98,000				R$ 381,000

Note 4 - Credit Facilities - Summary of Credit and Other Debt Facilities (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Repayments of principal, 2019	$ 10,414
Repayments of principal, 2020	487
Repayments of principal, 2021	300
Repayments of principal, 2022	300
Repayments of principal, 2023	700
Branco Bradesco [Member]
Repayments of principal, 2019	910
Repayments of principal, 2020
Repayments of principal, 2021
Repayments of principal, 2022
Repayments of principal, 2023
Branco Santander [Member]
Interest Rate	1.38%
Repayments of principal, 2019	$ 98
Repayments of principal, 2020
Repayments of principal, 2021
Repayments of principal, 2022
Repayments of principal, 2023
PNC Bank, National Association [Member]
Interest Rate	5.02%
Repayments of principal, 2019	$ 8,747
Repayments of principal, 2020
Repayments of principal, 2021
Repayments of principal, 2022
Repayments of principal, 2023
Fifth Third Bank [Member]
Interest Rate	4.97%
Repayments of principal, 2019
Repayments of principal, 2020
Repayments of principal, 2021
Repayments of principal, 2022
Repayments of principal, 2023
Resource Plus Acquisition Note [Member]
Interest Rate	1.85%
Repayments of principal, 2019	$ 333
Repayments of principal, 2020	334
Repayments of principal, 2021	300
Repayments of principal, 2022	300
Repayments of principal, 2023	$ 700
National Australia Bank [Member]
Interest Rate	6.60%
Repayments of principal, 2019	$ 326
Repayments of principal, 2020
Repayments of principal, 2021
Repayments of principal, 2022
Repayments of principal, 2023
Bancomer Bank and Shareholder Loan [Member]
Interest Rate	12.23%
Repayments of principal, 2019
Repayments of principal, 2020	153
Repayments of principal, 2021
Repayments of principal, 2022
Repayments of principal, 2023
Minimum [Member] \| Branco Bradesco [Member]
Interest Rate	0.37%
Maximum [Member] \| Branco Bradesco [Member]
Interest Rate	0.92%

Note 4 - Credit Facilities - Unused Availability (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Unused Availability	$ 4,897	$ 6,069
UNITED STATES
Unused Availability	4,253	3,530
AUSTRALIA
Unused Availability	238	731
BRAZIL
Unused Availability	304	1,554
MEXICO
Unused Availability	$ 102	$ 254

Note 5 - Income Taxes (Details Textual) - USD ($)	12 Months Ended
Note 5 - Income Taxes (Details Textual) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 1999
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability	$ 1,043,000
One-Time Transition Tax Charge	798,000
Operating Loss Carryforwards, Total	5,100,000	$ 5,100,000
Operating Loss Carryforwards, Not Subject to Expiration	200,000
Operating Loss Carryforwards, Unused	300,000
Operating Loss Carryforwards, Write-off	81,000
Deferred Tax Assets, Net, Total	$ 2,402,000	$ 3,055,000
Earliest Tax Year [Member]
Open Tax Year	2013 2014 2015 2016 2017 2018
Second Subsidiary Acquired March 2010 [Member]
Operating Loss Carryforwards, Total			$ 300,000

Note 5 - Income Taxes - Income Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Domestic	$ (2,802)	$ 289
Foreign	5,842	3,865
Total:	$ 3,040	$ 4,154

Note 5 - Income Taxes - Income Tax Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Federal		$ 79
Foreign	1,450	1,131
State	4	128
Federal	(157)	1,571
Foreign	147	(117)
State	(29)	185
Net expense	$ 1,415	$ 2,977

Note 5 - Income Taxes - Income Taxes Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Provision for income taxes at federal statutory rate	$ 638	$ 1,421
Provision for income taxes at federal statutory rate, rate	21.00%	34.00%
State income taxes, net of federal benefit		$ 17
State income taxes, net of federal benefit, rate	0.00%	0.40%
Permanent differences	$ (277)	$ 85
Permanent differences, rate	(9.10%)	2.10%
Federal Research and Development Credit		$ 41
Federal Research and Development Credit, rate		1.00%
Foreign tax rate differential	$ (437)	$ 494
Foreign tax rate differential	(14.40%)	11.80%
Foreign dividend tax	$ 309	$ 798
Foreign dividend tax, rate	10.20%	19.00%
Reduction in deferred tax asset – Reduction of corporate tax rate		$ 1,043
Reduction in deferred tax asset – Reduction of corporate tax rate, rate		24.80%
Other	$ 214	$ 66
Other, rate	10.20%	1.70%
Net expense	$ 1,415	$ 2,977
Net expense, rate	46.70%	71.20%

Note 5 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Deferred tax assets:
Net operating loss carry forwards	$ 1,274	$ 1,313
Federal Research and Development Credit	240	240
Deferred revenue	109	360
Accrued payroll	73
Allowance for doubtful accounts and other receivable	36	59
Share-based compensation expense	545	646
Foreign subsidiaries	441	588
Depreciation	396	360
Other	356	26
Federal Alternative Minimum Tax		156
Total deferred tax assets	3,470	3,748
Deferred tax liabilities:
Goodwill	76	224
Intangible assets of subsidiaries	513
Capitalized software development costs	479	469
Total deferred tax liabilities	1,068	693
Net deferred taxes	$ 2,402	$ 3,055

Note 5 - Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Unrecognized tax benefits	$ 116	$ 116
Removal for tax provisions of prior years	(15)
Unrecognized tax benefits	$ 101	$ 116

Note 5 - Income Taxes - Tax Reserves (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Taxes	$ 101	$ 116	$ 116
Interest	50
Penalty	8
Total Tax Liability	159
State and Local Jurisdiction [Member]
Taxes	101
Interest	50
Penalty	8
Total Tax Liability	159
Domestic Tax Authority [Member]
Taxes
Interest
Penalty
Total Tax Liability
Foreign Tax Authority [Member]
Taxes
Interest
Penalty
Total Tax Liability

Note 6 - Commitments and Contingencies (Details Textual)					3 Months Ended	7 Months Ended		11 Months Ended	12 Months Ended
	Mar. 18, 2019 USD ($)	Sep. 18, 2018 USD ($)	Jun. 07, 2018 USD ($)	Dec. 08, 2015	Jun. 30, 2018 USD ($)	Jul. 31, 2018 USD ($)	Jul. 27, 2018 USD ($)	Nov. 23, 2018 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Operating Leases, Rent Expense, Total									$ 2,211,000	$ 1,806,000
SPAR InfoTech, Inc. [Member] \| Alleged Lost Tax Benefits and Other Expenses [Member]
Loss Contingency, Damages Sought, Value		$ 190,000
SPAR InfoTech, Inc. [Member] \| Allegedly Owed Programming Services [Member]
Loss Contingency, Damages Sought, Value		900,000
Robert G. Brown [Member]
Related-party Expenses Allowed by the Audit Committee		50,000
Related-party Expenses Disallowed By the Audit Committee		150,000
Estimated Litigation Liability		75,000
Robert G. Brown [Member] \| Minimum [Member]
Estimated Litigation Liability		75,000
Robert G. Brown [Member] \| Maximum [Member]
Estimated Litigation Liability		$ 90,000
SBS [Member]
Related Party Transaction, Reimbursement of Legal Expenses from Transaction with Related Party						$ 260,000,000,000		$ 50,000		$ 260,000
SBS [Member] \| Domestic Merchandising Specialists Field Force [Member]
Percent Of Service Provided By Related Party							27.00%			77.00%
Payments for Related Party Services							$ 15,400,000			$ 25,900,000
Reimbursement for SMF's funding of the Affinity Security Deposits [Member] \| Subsequent Event [Member]
Loss Contingency, Damages Sought, Value	$ 378,838
Reimbursement for SMF's Funding of the Field Payment Checks [Member] \| Subsequent Event [Member]
Loss Contingency, Damages Sought, Value	12,963
SBS Clothier Litigation [Member]
Loss Contingency, Estimate of Possible Loss			$ 1,300,000
Loss Contingency, Damages Number of Equal Annual Installments			4
Loss Contingency, Commencement of Payments of Damages, Number of Days Following Final Settlement			30
Settlement and Other Charges					$ 1,300,000
SBS Clothier Litigation [Member] \| Subsequent Event [Member]
Loss Contingency, Damages Sought, Value	$ 1,839,459
SBS Rodgers Litigation [Member]
Loss Contingency, Number of Plaintiffs				6
Hogan Case [Member]
Estimated Litigation Liability									250,000
Loss Contingency, Estimate of Possible Loss									250,000
Equipment [Member]
Operating Leases, Rent Expense, Total									$ 167,000	$ 163,000

Note 6 - Commitments and Contingencies - Future Minimum Commitments Under Non-cancelable Operating Lease Arrangements (Details) $ in Thousands	Dec. 31, 2018 USD ($)
2019	$ 1,946
2020	1,428
2021	945
2022	682
2023	340
Total	$ 5,341

Note 7 - Treasury Stock (Details Textual) - shares	12 Months Ended
Note 7 - Treasury Stock (Details Textual) - shares	Dec. 31, 2018	Nov. 10, 2017
Stock Repurchase Program, Number of Shares Authorized to be Repurchased	500,000	500,000
Treasury Stock, Shares, Acquired	532,235

Note 8 - Preferred Stock (Details Textual) - $ / shares	Dec. 14, 1995	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2011
Preferred Stock, Shares Authorized	3,000,000	2,445,598	2,445,598
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01	$ 0.01
Preferred Stock, Shares Outstanding, Ending Balance		0	0
Preferred Stock, Shares Issued, Total		0	0
Series A Preferred Stock [Member]
Preferred Stock, Shares Authorized	3,000,000
Preferred Stock, Dividend Rate, Percentage	10.00%
Preferred Stock, Conversion Basis	1
Common Stock For Conversion				554,402
Preferred Stock Number Of Authorized Shares Remaining				2,445,598
Preferred Stock, Shares Outstanding, Ending Balance		0
Preferred Stock, Shares Issued, Total		0

Note 9 - Retirement Plans (Details Textual) - USD ($)	12 Months Ended
Note 9 - Retirement Plans (Details Textual) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Plan, Plan Assets, Contributions by Employer	$ 0	$ 50,000

Note 10 - Related Party Transactions (Details Textual)					1 Months Ended	5 Months Ended	7 Months Ended		11 Months Ended	12 Months Ended		67 Months Ended
Note 10 - Related Party Transactions (Details Textual)	Sep. 18, 2018 USD ($)	Sep. 08, 2016	Jun. 01, 2016	Dec. 01, 2014 USD ($)	Nov. 30, 2017 USD ($)	May 31, 2016	Jul. 31, 2018 USD ($)	Jul. 27, 2018 USD ($)	Nov. 23, 2018 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Aug. 01, 2018 USD ($)
Related Party Transaction, Expenses from Transactions with Related Party										$ 20,090,000	$ 31,762,000
Insurance Premium Refund Receivable										150,000
Affinity Returns from SAS and SBS [Member]
Estimated Litigation Liability										900,000
Affinity Cash Collateral loan to SBS in the SBS Chapter 11 Proceeding [Member]
Loss Contingency, Damages Sought, Value										$ 375,000
SGRP Holdings [Member]
Business Acquisition, Percentage of Voting Interests Acquired		100.00%
Merhold Property Trust [Member]
Number Of Vehicles Subleased										20
Number Of Vehicles Leased										172
Lessee, Operating Lease, Term of Contract										4 years
SGRP Holdings [Member] \| SPAR BSMT Joint Venture [Member]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage		51.00%
JKC [Member] \| SPAR BSMT Joint Venture [Member]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage		39.00%
EILLC [Member] \| SPAR BSMT Joint Venture [Member]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage		10.00%
NMS [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners										49.00%
Resource Plus, Inc [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners										49.00%
Meridian [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners										49.00%
SPAR Todopromo [Member]
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners										49.00%
SBS [Member]
Number of Merchandising Specialists								3,800			3,800
Withheld Final Mark-up Compensation Due to Related Party				$ 125,000
Additional Funding for Field Specialist Payments				12,000
Estimated Additional Field Specialist Payments				$ 120,000
Related Party Transaction, Reimbursement of Legal Expenses from Transaction with Related Party							$ 260,000,000,000		$ 50,000		$ 260,000
Payments for Cash Collateral Deposits, Allocated to Related Party												$ 379,000
SBS [Member] \| Post-termination Expenses [Member]
Loss Contingency, Estimate of Possible Loss										$ 120,000
SBS [Member] \| Domestic Merchandising Specialists Field Force [Member]
Payments for Related Party Services								$ 15,400,000			$ 25,900,000
Percent Of Service Provided By Related Party								27.00%			77.00%
SBS [Member] \| Domestic Field Management [Member]
Related Party Transaction, Expenses from Transactions with Related Party								$ 18,100,000			$ 30,100,000
SBS [Member] \| Cost Plus Fees [Member]
Related Party Transaction, Rate			2.00%	2.96%		4.00%
SAS [Member]
Number of National, Regional, and District Administrators							52				52
Payments for Cash Collateral Deposits												965,000
SAS [Member] \| Post-termination Expenses [Member]
Loss Contingency, Estimate of Possible Loss										76,000
SAS [Member] \| Domestic Field Management [Member]
Payments for Related Party Services							$ 2,700,000				$ 4,200,000
Percent Of Service Provided By Related Party							53.00%				91.00%
Related Party Transaction, Expenses from Transactions with Related Party								$ 2,700,000			$ 4,200,000
SAS [Member] \| Advances for Affinity Insurance Plan [Member]
Related Party Transaction, Amounts of Transaction										$ 225,000
SPAR InfoTech, Inc. [Member] \| Alleged Lost Tax Benefits and Other Expenses [Member]
Loss Contingency, Damages Sought, Value	$ 190,000
SPAR InfoTech, Inc. [Member] \| Allegedly Owed Programming Services [Member]
Loss Contingency, Damages Sought, Value	$ 900,000
NMS [Member]
Majority Interest Ownership Percentage By Parent										51.00%
Resource Plus, Inc [Member]
Majority Interest Ownership Percentage By Parent										51.00%
Meridian [Member]
Majority Interest Ownership Percentage By Parent										51.00%
Mr. Mason [Member] \| Merhold Property Trust [Member]
Related Party Ownership Percentage										50.00%
Mr. Mason [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%
SPAR Todopromo [Member]
Majority Interest Ownership Percentage By Parent										51.00%
Mr. Juan F. Medina Domenzain [Member] \| CON [Member]
Related Party Ownership Percentage										90.00%
SPAR Marketing Force [Member]
Payments for Cash Collateral Deposits, Allocated to Related Party												296,000
All Others [Member]
Payments for Cash Collateral Deposits, Allocated to Related Party												290,000
SAS, SBS, and SMF [Member] \| Affinity Insurance [Member]
Estimated Reimbursement on Advances												$ 675,000
Robert G. Brown and William H. Bartels [Member]
Related Party Ownership Percentage					59.00%
SBS And SAS [Member]
Reserve for Related-party Receivables, Amount Recorded During Period					$ 675,000

Note 10 - Related Party Transactions - Transactions Between the Company and Affiliates (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2018

Dec. 31, 2017

$ 20,090

$ 31,762

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

4,645

3,026

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

^[1]

226

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]

2,130

719

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

^[1]

618

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

^[1]

531

Field Specialist Expenses SBS [Member]

893

Field Administration Expenses SAS [Member]

^[2]

15,404

25,866

^[2]

2,738

4,215

NSRS [Member]

RJ Holdings [Member]

Office And Vehicle Rental MPT [Member]

Vehicle Rental MCPT [Member]

Office And Vehicle Rental MHT [Member]

1,248

1,146

Field Administration Expenses NDS Reklam [Member]

228

170

Consulting and Administrative Services (CON) [Member]

^[2]

Warehouse Rental (JFMD) [Member]

220

244

Legal Services (KMSA) [Member]