Debt

3 Months Ended

Mar. 31, 2012

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 8 – Debt

The Company’s debt as at March 31, 2012 and December 31, 2011 consisted of the following:

	March 31, 2012		December 31, 2011
Revolving credit facility	$	456	$	3,091
Promissory notes payable to related parties		1,003		—
		1,459		3,091
Less current portion		1,459		3,091
Long-term debt, less current portion	$	—	$	—

The revolving credit facility (“Credit Facility”) is provided to Counsel RB by a U.S. bank under the terms and provisions of a certain Loan and Security Agreement dated as of June 2, 2009 and most recently amended as of April 27, 2012 (the “Loan Agreement”). It is utilized to finance the acquisition of eligible property and equipment for purposes of resale. The Credit Facility bears interest at the greater of prime rate + 1.0%, or 4.5%, and the maximum borrowing available under the Credit Facility is US $10,000, subject to Counsel RB maintaining a 1:2 ratio of capital funds, i.e. the sum of Counsel RB’s tangible net worth plus subordinated indebtedness, as defined in the Loan Agreement, to the outstanding balance. The amount of any advance is determined based upon the value of the eligible assets being acquired, which serve as collateral. At March 31, 2012, $568 of such assets served as collateral for the loan (December 31, 2011 - $4,303). Effective March 1, 2011, a monthly fee is payable with respect to unused borrowing (“Unused Line Fee”). The Unused Line Fee is equal to the product of 0.50% per annum multiplied by the difference between $10,000 and the average loan amount outstanding during the month. The Credit Facility also contains other terms and provisions customary for agreements of this nature, and has been guaranteed by both the Company and Counsel. At March 31, 2012 and December 31, 2011 the Company was in compliance with all covenants of the facility.

The promissory notes payable to related parties (“Promissory Notes”) are related to the acquisition of Heritage Global Partners and are payable to the former owners of Heritage Global Partners. The notes bear interest at the prime rate and are due in full, plus accrued interest, on August 31, 2012 (the “Maturity Date”). Under the terms of the loan agreement, the Company may make prepayments at any time prior to the Maturity Date without premium or penalty. During the three months ended March 31, 2012, interest of $3 was accrued, and no prepayments were made.