Counsel RB Capital Second Quarter Net Income Increases 108% to $3.5 Million While EPS Rises 160% to $0.13

WHITE PLAINS, N.Y. & TORONTO--([ BUSINESS WIRE ])--Counsel RB Capital Inc. (OTCBB: CRBN) (the aCompanya), a leader in distressed and surplus capital asset transactions, today reported financial results for the second quarter ended June 30, 2011 as summarized below.

"We made good progress toward fulfilling our strategic plan of becoming a unique, full-service distressed and surplus capital assets solutions provider by hiring experienced specialists with equipment, real estate, business development and client relations expertise"


Summary Financial Data (unaudited)
($ in thousands, except per share amounts)	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands, except per share amounts)	2011		2010		2011		2010
Asset liquidation revenue ⁽¹⁾	$	11,735	$	488	$	12,469	$	2,721
Earnings of equity accounted asset liquidation investments ⁽²⁾		157		2,601		1,717		3,038
Operating income		4,521		2,198		4,181		2,696
Net income		3,540		1,149		3,729		1,372
Net income per diluted common share	$	0.13	$	0.05	$	0.14	$	0.06

⁽¹⁾		Represents revenue generated from activities where Counsel RB acted in a principal capacity or had majority interest in a transaction.
⁽²⁾		Represents equity income from activities where Counsel RB acted as a member of a syndicate in a transaction.

Counsel RB is a value-driven, innovative leader in distressed and surplus capital asset transactions with a growing presence in the North American asset liquidation sector. The Company specializes in the acquisition of turnkey manufacturing facilities, surplus industrial machinery and equipment, industrial inventories, accounts receivable portfolios and related intellectual property. Since its inception in mid-2009, Counsel RB has successfully completed over 60 transactions. Counsel RB conducts its asset liquidation operations both independently and in partnership with other leading distressed capital asset companies.

Second Quarter 2011 Highlights:

Combined asset liquidation revenue and earnings of equity accounted asset liquidation investments (pre-tax) rose almost four-fold to $11.9 million from $3.1 million in the second quarter of 2010.
Operating income grew 105% to $4.5 million, from $2.2 million in the second quarter of 2010.
SG&A, including expenses to related parties, were $1.3 million, or 11% of the combination of asset liquidation revenue and earnings of equity accounted asset liquidation investments, compared to $0.6 million, or 20% of the combined total, in the year-ago quarter. Counsel RB incurred approximately $0.4 million for inventory maintenance charges during the three-month period directly related to the Fraser Paper mill property.
Total operating costs and expenses were approximately $7.4 million in Q2 2011, versus $0.9 million in the prior-year period, reflecting the companya�s increased asset acquisition activities and internal growth and expansion of personnel and related infrastructure to execute on the companya�s growth strategies.

Net income and comprehensive income attributable to controlling interest increased 208% to $3.5 million, while earnings per basic and diluted share rose 160% to $0.13 in the three months ended June 30, 2011.
Cash and cash equivalents were $7.4 million at June 30, 2011 compared with $2.6 million at December 31, 2010.
Counsel RB acquired Equity Partners, a boutique investment banking firm and leading provider of financial solutions for distressed businesses and properties. The acquisition further expands and diversifies Counsel RBa�s capital solutions capabilities.
Following its acquisition in the fourth quarter of 2010, Counsel RB sold the Fraser Paper mill in Gorham, NH generating a significant gross profit.
Counsel RB and Hilco Industrial were awarded a contract for the disposition of the assets of International Architectural Group LLC (IAG) by the Chapter 7 Trustee appointed to administer the IAG estate. Counsel RB and Hilco are disposing of the IAG assets, on a commission basis, through a combination of approaches including bulk sales, private contract, liquidation and auction. Assets being sold include intellectual property, accounts receivable, machinery and equipment, inventory and real estate.

Counsel RB Capital Co-CEO Jonathan Reich commented, aThe challenging macro-economic environment, as well as our strategic focus on expanding the Companya�s internal business development capabilities, is leading to a more robust pipeline of significant opportunities for Counsel RB.a Mr. Reich continued, aSecond quarter results reflect our successful participation in several high profile transactions including the sale of the Fraser Paper mill, which was highly favorable from an economic standpoint for Counsel RB and the town of Gorham, NH.a

aWe made good progress toward fulfilling our strategic plan of becoming a unique, full-service distressed and surplus capital assets solutions provider by hiring experienced specialists with equipment, real estate, business development and client relations expertise,a stated Counsel RB Capital Co-CEO Adam Reich. aThe addition of Equity Partners, a leading provider of financial solutions for distressed businesses and properties, immediately complements our existing operations, including adding additional transaction sourcing capabilities. We are off to a solid start in Q3 and expect these internal investments in personnel and infrastructure to help keep the positive momentum generated in the first half of 2011 continuing through the balance of the year.a

About Counsel RB Capital ([ www.counselrb.com ])

Counsel RB Capital Inc. (CRBN) is a value-driven, innovative leader in distressed and surplus capital assets transactions. The Company focuses on identifying, acquiring and monetizing distressed and surplus capital assets. It specializes in acquiring turnkey manufacturing facilities, surplus industrial machinery and equipment, industrial inventories, accounts receivable portfolios and related intellectual property.

Forward-Looking Statements

The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address the Company's expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which the Company currently operates, but because of the factors listed herein, as well as other factors beyond the Company's control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals and other risks detailed from time to time in the Company's securities and other regulatory filings.


COUNSEL RB CAPITAL INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited) (in thousands, except per share amounts)

	Three months ended June 30,						Six months ended June 30,
	2011			2010				2011		2010
Revenue:
Asset sale proceeds	$	11,626		$	342		$	12,224		$	2,500
Commissions and other		109			146			245			221
Total asset liquidation revenue		11,735			488			12,469			2,721

Operating costs and expenses:
Asset liquidation		5,697			298			6,136			1,836
Inventory maintenance		383			(17	)		1,553			(16	)
Patent licensing		13			---			70			7
Selling, general and administrative		1,140			501			1,961			1,016
Expenses paid to related parties		138			109			285			220
Total operating costs and expenses		7,371			891			10,005			3,063
		4,364			(403	)		2,464			(342	)
Earnings of equity accounted asset liquidation investments		157			2,601			1,717			3,038
Operating income		4,521			2,198			4,181			2,696
Other income (expense):
Other income (expense)		16			(125	)		16			(125	)
Interest expense a" third party		(52	)		(97	)		(136	)		(198	)
Interest expense a" related party		---			(35	)		---			(64	)
Total other income (expense)		(36	)		(257	)		(120	)		(387	)
Income from continuing operations before the undernoted		4,485			1,941			4,061			2,309
Income tax expense		978			314			380			381
Earnings of other equity accounted investments (net of $0 tax)		33			73			48			151
Net income and comprehensive income		3,540			1,700			3,729			2,079
Net and comprehensive income attributable to non-controlling interest		---			(551	)		---			(707	)
Net and comprehensive income attributable to controlling interest	$	3,540		$	1,149		$	3,729		$	1,372

Weighted average common shares outstanding:		26,997			22,718			26,562			22,718
Weighted average preferred shares outstanding		1			1			1			1

Net income per share:
Common shares	$	0.13		$	0.05			0.14			0.06
Preferred shares	$	5.24		$	2.02		$	5.61		$	2.41

The notes contained in our Quarterly Report on Form 10-Q are an integral part of these condensed consolidated financial statements.


COUNSEL RB CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)

(in thousands, except share and per share amounts)

	As of June 30, 2011			As of December 31, 2010
ASSETS
Current Assets:
Cash and cash equivalents	$	7,374		$	2,608
Amounts receivable (net of allowance for doubtful accounts of $186; 2010 - $168)		890			203
Receivable from a related party		----			392
Deposits		645			771
Inventory a" equipment		1,384			2,594
Deferred income tax		2,088			2,228
Other current assets		167			63
Total current assets		12,548			8,859
Other Assets:
Inventory a" real estate		1,073			1,573
Asset liquidation investments		1,471			3,548
Investments		2,784			2,706
Property, plant and equipment		20			----
Goodwill		226			----
Total Assets	$	18,122		$	16,686

LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	1,062		$	2,555
Income taxes payable		363			198
Debt payable to third parties		921			4,485
Debt payable to a related party		67			----
Total Liabilities		2,413			7,238
Commitments and contingencies

Equity:
Preferred stock, $10.00 par value, authorized 10,000,000 shares; issued and outstanding 592 Class N shares at June 30, 2011 and December 31, 2010, liquidation preference of $592 at June 30, 2011 and December 31, 2010		6			6
Common stock, $0.01 par value, authorized 300,000,000 shares; issued and outstanding 27,083,030 shares at June 30, 2011 and 25,960,080 at December 31, 2010		270			259
Additional paid-in capital		278,162			275,641
Accumulated deficit		(262,729	)		(266,458	)
Total Equity		15,709			9,448
Total Liabilities and Equity	$	18,122		$	16,686

The notes contained in our Quarterly Report on Form 10-Q are an integral part of these condensed consolidated financial statements.

N@N

Counsel RB Capital Second Quarter Net Income Increases 108% to $3.5 Million While EPS Rises 160% to $0.13