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Debt
9 Months Ended
Sep. 30, 2012
Debt [Abstract]  
Debt Disclosure [Text Block]

Note 8 – Debt

 

At September 30, 2012 and December 31, 2011, the Company’s only outstanding debt was a revolving credit facility (the “Credit Facility”), which had a balance of $4,833 and $3,091 at September 30, 2012 and December 31, 2011, respectively. 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 (the “Loan Agreement”) dated as of June 2, 2009 and most recently amended as of September 27, 2012 (the “Amendment Date”). 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 $15,000, 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 September 30, 2012, $5,731 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 $15,000 and the average loan amount outstanding during the month. Effective the Amendment Date, an annual facility fee (“Facility Fee”) of $50 was paid to the lender. Subsequent payments will be due on each anniversary of the Amendment Date. 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 September 30, 2012 and December 31, 2011 the Company was in compliance with all covenants of the Credit Facility.

 

In connection with the February 2012 acquisition of HGP, the Company issued promissory notes (the “Promissory Notes”) payable to the former owners of HGP, which were due on August 31, 2012. The Promissory Notes were paid in full on August 31.