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Related Party Transactions
3 Months Ended
Mar. 31, 2012
Related Party Transactions [Abstract]  
Related Party Transactions Disclosure [Text Block]

Note 11 – Related Party Transactions

 

Transactions with Counsel

 

At March 31, 2012 the Company had a receivable from Counsel in the amount of $2,467, as compared to a receivable of $595 at December 31, 2011. In the course of its operations, the Company may receive advances from Counsel under an existing loan facility (the “Counsel Loan”). The Counsel Loan, which was originally entered into during the fourth quarter of 2003, accrues interest at 10% per annum compounded quarterly from the date funds are advanced, and is due on demand. The Counsel Loan is secured by the assets of the Company and is subject to certain events of default.

 

Counsel Management Services

 

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. The basis for such services charged is an allocation, based on time incurred, of the cost of the base compensation paid by Counsel to those employees providing services to CRBCI. 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. For the three months ended March 31, 2012 and 2011, the amount charged to the Company pursuant to the Agreement was $90.

 

In addition to the above, during the three months ended March 31, 2012 and 2011, $17 was charged to the Company for Counsel services relating to the operations of Counsel RB.

 

Transactions with Other Related Parties

 

The Company leases office space in White Plains, NY and Los Angeles, CA as part of the operations of Counsel RB. The premises in White Plains are owned by an entity that is controlled by a Co-CEO of Counsel RB and the Company. During the first three months of 2012 and 2011, the Company paid rent of $32 and $31, respectively, to the entity. The premises in Los Angeles are owned by an entity that is controlled by a Co-CEO of Counsel RB and the Company. During the first three months of both 2012 and 2011, the Company paid rent of $6 to the entity.

 

The Company leases office space in Foster City, CA as part of the operations of Heritage Global Partners. The premises in Foster City are owned by an entity that is jointly controlled by the former owners of Heritage Global Partners. During the first quarter of 2012, following the acquisition of Heritage Global Partners, the Company paid rent of $11 to the entity

 

As discussed in Note 3 of this report, as part of the acquisition of Heritage Global Partners during the first quarter of 2012, the Company issued Promissory Notes totaling $1,000 to its two former owners. The Promissory Notes are partially offset by $128 of accounts receivable from the former owners.