Acquisition of Heritage Global Partners, Inc.

3 Months Ended

Mar. 31, 2012

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Note 3 – Acquisition of Heritage Global Partners, Inc.

On February 29, 2012 the Company acquired all of the issued and outstanding capital stock in Heritage Global Partners, Inc. (“Heritage Global Partners”), a full-service, global auction and asset advisory firm. The acquisition of Heritage Global Partners is consistent with CRBCI’s strategy to expand the services provided by its asset liquidation business. In connection with the acquisition, CRBCI entered into employment agreements with the previous owners and employees of Heritage Global Partners.

The cost of the acquisition was satisfied by the payment of $3,000 in cash, the issuance of promissory notes (the “Promissory Notes”) totaling $1,000, the issuance of 1,000,000 CRBCI common shares valued at $1.95 per share and the granting of options to purchase 625,000 CRBCI common shares with a fair value of $1.8092 per option. The acquisition included other terms and conditions that are customary for agreements of this nature. A copy of the asset purchase agreement is attached as an exhibit to this Quarterly Report on Form 10-Q.

The following table summarizes the consideration paid for Heritage Global Partners and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date:

At February 29, 2012
	$
Consideration
Cash	3,000
Promissory Notes, net of receivable from owners	872
Equity instruments:
1,000,000 CRBCI common shares	1,950
625,000 options to purchase CRBCI common shares at $2.00 per share	1,131
Fair value of total consideration	6,953
Acquisition related costs (included in selling, general, and administrative expenses in CRBCI’s condensed consolidated statement of operations for the three months ended March 31, 2012)	81
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash	656
Accounts receivable	878
Deposits	20
Prepaid expenses	35
Property, plant and equipment	37
Goodwill	8,041
Accounts payable and accrued liabilities	(1,190	)
Client liability account	(1,424	)
Short-term note payable	(100	)
Total identifiable net assets	6,953

The fair value of the 1,000,000 CRBCI common shares issued as part of the consideration was determined using the closing price of the shares on February 28, 2012. The fair value of the 625,000 options to purchase CRBCI common shares was determined using the Black-Scholes Option Pricing Model. Inputs to the model included an expected volatility of 133%, a risk-free interest rate of 1.25%, an expected life of 4.75 years, and an expected dividend yield of zero.

The Promissory Notes are due in full on August 31, 2012, and bear interest at the U.S. Prime Rate.

The fair value of the accounts receivable is the value as reported in the above table, and includes an allowance of $0.

The allocation of the purchase price, as reported above, is provisional pending final determination, within a year of the acquisition date, of the valuation of all of the assets and liabilities, with the exception of cash.

The only transactions recognized separately from the acquisition were approximately $81 of professional fees incurred by the Company, which were expensed in the period.