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Tue, November 15, 2011
Mon, November 14, 2011

Counsel RB Capital Reports Seventh Consecutive Profitable Quarter


Published on 2011-11-14 15:14:53 - Market Wire
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WHITE PLAINS, N.Y. & TORONTO--([ ])--Counsel RB Capital Inc. (OTCBB: CRBN) (the aCompanya), a leader in distressed and surplus capital asset transactions, today reported financial results for the third quarter ended September 30, 2011 as summarized below.

"We continue to make solid progress toward our goal of becoming a unique, full-service distressed and surplus capital assets solutions provider. The addition of Dave Phillips is a key component of our initiatives to strategically diversify Counsel RBas geographic reach and bolster our network of key industry relationships"

Summary Financial Data

(unaudited)

($ in thousands, except per share amounts)

Three Months Ended
September 30,

Nine Months Ended
September 30,

2011 2010 2011 2010
Asset liquidation revenue (1) $ 2,149 $ 340 $ 14,618 $ 3,061
Earnings of equity accounted asset liquidation investments (2) 478 1,370 2,195 4,408
Operating income 516 810 4,697 3,506
Net income 860 649 4,589 2,021
Net income per basic and diluted common share $ 0.03 $ 0.03 $ 0.17 $ 0.09

(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 entering the asset liquidation business 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.

Third Quarter 2011 Highlights:

  • Third quarter 2011 combined asset liquidation revenue and earnings of equity accounted asset liquidation investments (pre-tax) rose 54% to $2.6 million from the year-ago period, and rose 125% to $16.8 million in the nine months ended September 30, 2011 from the comparable year-ago period.
  • Operating income was $0.5 million, versus $0.8 million in the third quarter of 2010. For the nine-month period ending September 30, 2011, operating income was $4.7 million, versus $3.5 million in the year-ago period.
  • SG&A was $1.1 million, compared to $0.6 million in the year-ago quarter. The increase was due to the growth of Counsel RBas operations, including the acquisition of Equity Partners, which was completed in the 2011 second quarter.
  • Total operating costs and expenses were approximately $2.1 million in Q3 2011, versus $0.9 million in the prior-year period, reflecting the Companyas increased asset acquisition activities and the expansion of personnel and related infrastructure to execute on the Companyas growth strategies.
  • Third quarter net income and comprehensive income attributable to controlling interest increased 33% to $0.9 million, versus $0.6 million in the year-ago period, and rose 127% to $4.6 million for the nine months ended September 30, 2011, compared to $2.0 million for the nine months ended September 30, 2010. On a basic and diluted per share basis, third quarter 2011 and 2010 earnings were $0.03 while EPS for the nine months ended September 30, 2011 rose 88.9% to $0.17 compared to $0.09 in the year ago period.
  • Cash and cash equivalents were $7.9 million at September 30, 2011, compared with $2.6 million on December 31, 2010.
  • Counsel RB named financial industry veteran Dave Phillips Senior Vice President, with responsibility for managing the Companyas Canadian new business development efforts. Mr. Phillips recently served as Senior Vice President of New Business at Wachovia Capital Finance Corporation Canada and has over 20 years of experience in the Canadian banking industry.

Counsel RB Capital Co-CEO Jonathan Reich commented, aIn the third quarter we continued to demonstrate an ability to drive profitable results while expanding our business operations, further establishing Counsel RB as a leader in the asset liquidation industry. Importantly, because we conduct our asset liquidation operations both independently and through strategic partnerships, the Companyas financial results will typically experience some variability from period to period.a Mr. Reich continued, aIn the second quarter, results reflected the Companyas successful participation in several high profile transactions, including the sale of the Fraser Paper mill while due to timing, the third quarter results reflect a more modest level of completed transactions.

aWe continue to make solid progress toward our goal of becoming a unique, full-service distressed and surplus capital assets solutions provider. The addition of Dave Phillips is a key component of our initiatives to strategically diversify Counsel RBas geographic reach and bolster our network of key industry relationships,a stated Counsel RB Capital Co-CEO Adam Reich. aWe are also beginning to realize operating synergies from our second quarter acquisition of Equity Partners, a leading provider of financial solutions for distressed businesses and properties, and we have a solid pipeline of transactions heading into the remainder of the fourth quarter and early 2012.a

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

Counsel RB Capital Inc. (CRBN) is a value-driven, innovative leader in distressed and surplus capital asset 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
September 30,

Nine months ended
September 30,

2011 20102011 2010
Revenue:
Asset sale proceeds $1,190 $ 195 $13,415 $ 2,695
Commissions and other 959 145 1,203 366
Total asset liquidation revenue 2,149 340 14,618 3,061
Operating costs and expenses:
Asset liquidation 900 243 7,036 2,079
Inventory maintenance (6) (16) 1,547 (32)
Patent licensing 5 12 75 19
Selling, general and administrative 1,069 548 3,017 1,559
Expenses paid to related parties 143 113 441 338
Total operating costs and expenses 2,111 900 12,116 3,963
38 (560) 2,502 (902)
Earnings of equity accounted asset liquidation investments 478 1,370 2,195 4,408
Operating income 516 810 4,697 3,506
Other income (expense):
Other income 8 153 24 28
Interest expense a" third party (45) (48) (181) (246)
Interest expense a" related party --- --- --- (64)
Total other income (expense) (37) 105 (157) (282)
Income from continuing operations before the undernoted 479 915 4,540 3,224
Income tax expense (recovery) (416) (110) (36) 271
Earnings (loss) of other equity accounted investments (net of $0 tax) (35) (93) 13 58
Net income and comprehensive income 860 932 4,589 3,011
Net and comprehensive income attributable to non-controlling interest --- (283) --- (990)
Net and comprehensive income attributable to controlling interest $ 860 $ 649 $4,589 $ 2,021
Weighted average common shares outstanding: 27,088 22,718 26,739 22,718
Weighted average preferred shares outstanding 1 1 1 1
Net income per share - diluted:
Common shares $0.03 $ 0.03 $0.17 $ 0.09
Preferred shares $1.26 $ 1.14 $6.79 $ 3.55

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

-balance sheets follow-

COUNSEL RB CAPITAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share and per share amounts)
As of As of
September 30,December 31,
20112010
ASSETS
Current Assets:
Cash and cash equivalents $7,917 $ 2,608
Amounts receivable (net of allowance for doubtful accounts of $186; 2010 - $168) 1,209 203
Receivable from a related party ---- 392
Deposits 509 771
Inventory a" equipment 2,248 2,594
Deferred income tax 2,488 2,228
Other current assets 203 63
Total current assets 14,574 8,859
Other Assets:
Inventory a" real estate 1,773 1,573
Asset liquidation investments 461 3,548
Investments 2,758 2,706
Property, plant and equipment 19 ----
Goodwill 505 ----
Total Assets $20,090 $ 16,686
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $688 $ 2,555
Income taxes payable 252 198
Debt payable to third parties 2,362 4,485
Debt payable to a related party 92 ----
Total Liabilities 3,394 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 September 30, 2011 and December 31,
2010, liquidation preference of $592 at September 30, 2011 and December

31, 2010

6

6

Common stock, $0.01 par value, authorized 300,000,000 shares; issued
and outstanding 27,109,305 shares at September 30, 2011 and 25,960,080 at
December 31, 2010 271 259
Additional paid-in capital 278,288 275,641
Accumulated deficit (261,869) (266,458)
Total Equity 16,696 9,448
Total Liabilities and Equity $20,090 $ 16,686

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

Contributing Sources