Related Party Transactions

6 Months Ended

Jun. 30, 2013

Related Party Transactions [Text Block]

Note 11 – Related Party Transactions

Related Party Debt with Counsel

     At June 30, 2013 the Company had a balance of $1,615 owing to Counsel under the Counsel Loan, as compared to a receivable of $2,929 at December 31, 2012. For further discussion of the terms of the Counsel Loan, see Note 8.

Counsel Services Provided to Company

     Since December 2004, CRBCI and Counsel have entered into successive annual management services agreements (the “Agreement”). Under the terms of the Agreement, CRBCI agrees to pay Counsel for ongoing services provided to CRBCI by Counsel personnel. These services include preparation of the Company’s financial statements and regulatory filings, taxation matters, stock-based compensation administration, Board administration, patent portfolio administration and litigation matters. The Counsel employees providing the services are: 1) its Executive Vice President, Secretary and Chief Financial Officer, 2) its Senior Tax Manager, 3) an Accounting Manager, and 4) its Accounts Payable Clerk. These employees have the same or similar positions with CRBCI, but none of them receive compensation from CRBCI. Rather, Counsel allocates to CRBCI a percentage, based on time incurred, of the employees’ base compensation paid by Counsel. The amounts due under the Agreement are payable within 30 days following the respective year end, subject to applicable restrictions. Any unpaid fee amounts bear interest at 10% per annum commencing on the day after such year end. In the event of a change of control, merger or similar event of CRBCI, all amounts owing, including fees incurred up to the date of the event, will become due and payable immediately upon the occurrence of such event. Counsel has continued to provide these services in 2013 on the same cost basis.

     In addition to the above, beginning in the first quarter of 2011, additional amounts have been charged to CRBCI for the services of Counsel personnel that relate to the ongoing operations of CRBCI’s asset liquidation business. All amounts charged by Counsel are detailed below:

		Six months ended
Item		June 30,
		2013		2012
Management fees	$	180	$	180
Other charges		36		38
Total	$	216	$	218

Transactions with Other Related Parties

     The Company, beginning in 2009, leased office space in White Plains, NY and Los Angeles, CA as part of the operations of Counsel RB. Both premises are owned by entities that are controlled by a Co-CEO of Counsel RB and the Company. In connection with the departure of the Co-CEOs, as discussed in more detail in Note 14, these lease agreements have been terminated effective June 30, 2013.

     Additionally, the Company leases office space in Foster City, CA as part of the operations of Heritage Global Partners. The premises are owned by an entity that is jointly controlled by the former owners of Heritage Global Partners.

     The lease amounts paid by the Company to the related parties are detailed below:

		Six months ended
Leased premises location		June 30,
		2013		2012
White Plains, NY	$	66	$	63
Los Angeles, CA		12		13
Foster City, CA		114		43
Total	$	192	$	119

     As discussed in Note 3, as part of the acquisition of Heritage Global Partners in February 2012, the Company issued Promissory Notes totaling $1,000 to its two former owners, partially offset by $151 of accounts receivable from the former owners. During the third quarter of 2012, the Promissory Notes, which did not accrue interest, were repaid in full, and the accounts receivable were collected.

     On August 10, 2012, the Company entered into intellectual property licensing agreements with each of the Company’s Co-CEOs. In return for an exclusive, perpetual license to use his name, each Co-CEO was issued 400,000 shares of common stock of the Company, valued at $1.31672 per share, resulting in a total transaction value of $1,054. As disclosed in Note 14, in the third quarter of 2013 these shares were returned to the Company, and the license agreements were cancelled, in connection with the departure of the Co-CEOs from the Company.