Counsel RB Capital Reports 2013 Q2 Operating Results

Counsel RB Capital Reports 2013 Q2 Operating Results

- Company Changing Name Later This Month -

SAN DIEGO & TORONTO--(BUSINESS WIRE)-- Counsel RB Capital Inc. (OTCQB: CRBN) (the "Company"), a leader in distressed and surplus capital asset transactions, today reported financial results for the second quarter and six months ended June 30, 2013 as summarized below.

Summary Financial Data

(unaudited)

($ in thousands, except per share amounts)

Three months ended

Six months ended

June 30,

June 30,

2013

2012

2013

2012

Total Asset liquidation revenue(1)

$

1,932

$

3,831

$

3,324

$

6,865

Earnings of equity accounted asset liquidation investments(2)

7

158

809

1,227

Operating income (loss)

(1,107

)

(328

)

(2,012

)

471

Net income (loss)

(743

)

(421

)

(1,390

)

(31

)

Earnings (loss) per diluted common share

$

(0.03

)

$

(0.01

)

$

(0.05

)

$

0.00


(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.

2013 Q2 Summary:

  • The Company's operating loss was approximately $1.1 million, compared to an operating loss of approximately $300,000 in the 2012 period.

  • Combined asset liquidation revenue and earnings of equity accounted asset liquidation investments (pre-tax) was approximately $1.9 million, compared to approximately $4.0 million in the prior year period.

  • SG&A expenditures, including expenses paid to related parties, were modestly lower at $2.6 million, versus $2.7 million in the year-ago quarter.

  • Total operating costs and expenses declined approximately 29%.

  • Net loss for the period was $743,000, or a loss of $0.03 per diluted common share.

Counsel RB Capital Chairman and President Allan Silber stated, "As previously announced, Counsel RB Capital is changing its name to Heritage Global later this month, but the focus of the Company will remain essentially the same. Heritage will continue to participate in principal and syndicated surplus capital asset transactions, long-term forward flow contracts with leading corporations, and of course, asset advisory and turnkey auction services. With reduced corporate overhead and infrastructure levels, we are optimistic about the near- and longer-term prospects at Heritage and believe we have put the Company in position to generate improved operating results under the leadership of industry veterans Kirk and Ross Dove, as well as their experienced team of seasoned professionals."

About Counsel RB Capital

Counsel RB Capital Inc. (OTCQB: CRBN) is a value-driven, innovative leader in distressed and surplus capital assets valuations and transactions. The Company focuses on identifying, valuing, acquiring and monetizing distressed and surplus capital assets in twenty-five global manufacturing and technology sectors. It specializes in both acting as an advisor as well as 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.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(unaudited)

(in thousands of US dollars, except share and per share amounts)

Three Months Ended

June 30,

Six Months Ended

June 30,

2013

2012

2013

2012

Revenue:

Asset liquidation

Asset sales

$

152

$

2,041

$

598

$

3,891

Commissions and other

1,780

1,790

2,726

2,974

Total asset liquidation revenue

1,932

3,831

3,324

6,865

Patent licensing

200

Total revenue

1,932

3,831

3,524

6,865

Operating costs and expenses:

Asset liquidation

226

1,675

582

3,208

Inventory maintenance

115

(26

)

189

(23

)

Patent licensing and maintenance

6

8

156

34

Selling, general and administrative

2,376

2,471

4,770

4,054

Expenses paid to related parties

204

181

408

337

Depreciation and amortization

119

8

240

11

Total operating costs and expenses

3,046

4,317

6,345

7,621

(1,114

)

(486

)

(2,821

)

(756

)

Earnings of equity accounted asset liquidation investments

7

158

809

1,227

Operating income (loss)

(1,107

)

(328

)

(2,012

)

471

Other income (expenses):

Other income (expenses)

(317

)

(307

)

Interest expense - third party

(174

)

(48

)

(269

)

(104

)

Interest expense - related party

(8

)

(11

)

Total other income (expenses)

(174

)

(373

)

(269

)

(422

)

Income (loss) before the undernoted

(1,281

)

(701

)

(2,281

)

49

Income tax expense (recovery)

(500

)

(287

)

(853

)

26

Earnings (loss) of other equity accounted investments (net of $0 tax)

38

(7

)

38

(54

)

Net income (loss)

(743

)

(421

)

(1,390

)

(31

)

Other comprehensive loss:

Currency translation adjustment (net of tax of $0)

(2

)

(9

)

Comprehensive income (loss)

$

(745

)

$

(421

)

$

(1,399

)

$

(31

)

Weighted average common shares outstanding - basic (in thousands)

28,954

28,135

28,949

27,809

Weighted average common shares outstanding - diluted (in thousands)

28,954

28,135

28,949

27,809

Earnings (loss) per share - basic and diluted:

Common shares

$

(0.03

)

$

(0.01

)

$

(0.05

)

$

(0.00

)

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.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars, except share and per share amounts)

(unaudited)

June 30, 2013

December 31, 2012

ASSETS

Current assets:

Cash and cash equivalents

$

5,569

$

4,314

Amounts receivable (net of allowance for doubtful accounts of $0; 2012 - $0)

1,458

1,068

Receivable from a related party

2,929

Deposits

129

1,481

Inventory - equipment

358

820

Other current assets

682

312

Income taxes recoverable

216

70

Deferred income tax assets

1,952

1,956

Total current assets

10,364

12,950

Non-current assets:

Inventory - real estate

6,400

6,078

Asset liquidation investments

2,803

3,618

Investments

1,736

2,426

Property, plant and equipment, net

43

52

Intangible assets, net

5,037

5,263

Goodwill

5,301

5,301

Deferred income tax assets

26,376

25,622

Total assets

$

58,060

$

61,310

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable and accrued liabilities

$

7,573

$

4,415

Debt payable to third parties

3,922

10,883

Debt payable to a related party

1,615

Total current liabilities

13,110

15,298

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, 2013 and December 31, 2012, liquidation preference of
$592 at June 30, 2013 and December 31, 2012

6

6

Common stock, $0.01 par value, authorized 300,000,000 shares; issued and outstanding
28,966,728 shares at June 30, 2013 and 28,945,228 shares at December 31, 2012

290

290

Additional paid-in capital

283,618