


TORONTO, Aug. 15, 2011 /CNW/ - Counsel Corporation ("Counsel" or the "Company") (TSX: CXS), a financial services company, today reported its financial results for the three and six months ended June 30, 2011. All amounts are stated in Canadian dollars, unless noted.
Q2 2011 Highlights:
- On May 31, Counsel completed the acquisition of Street Capital Financial Corporation ("Street Capital"), a leader in the prime residential mortgage lending industry. Consequently, Street Capital's earnings for the month of June are included in Counsel's current quarterly financial results.
- In May, the Company's wholly owned subsidiary Knight's Bridge Capital Partners, an opportunistic and diversified private equity manager, acquired an 18% ownership interest in Robert Graham Designs, LLC through its Fund, Knight's Bridge Capital Partners Fund I L.P. Robert Graham is an apparel retailer and manufacturer of high quality men's and women's clothing.
- On May 13, the Company's subsidiary, Counsel RB Capital Inc. (OTCBB: CRBN), a leader in distressed and surplus capital assets transactions, completed the sale of the Fraser Paper mill in Gorham, New Hampshire, which was acquired at the end of 2010.
- In June, Counsel RB Capital and a partner 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. IAG is an integrated manufacturer of high-quality aluminum and vinyl building products. Counsel RB and its partner will provide asset disposition services, on a commission basis, for approximately 18 IAG facilities across the United States. Assets to be sold include intellectual property, accounts receivable, machinery and equipment, inventory and real estate.
- In June, Counsel RB Capital expanded and diversified its capital solutions capabilities through the acquisition of 100% of EP USA, LLC (d/b/a Equity Partners), a boutique investment banking firm and leading provider of financial solutions for distressed businesses and properties.
"The acquisition of Street Capital combined with the progress of Counsel RB Capital, which continues to take part in a number of significant transactions, have provided a major boost to our top line," said Allan Silber, Chairman and CEO of Counsel. "Our operating companies are now positioned to provide Counsel with consistent revenues, augmented periodically by gains from the increase in value of our private equity investments."
Counsel recorded revenues of $18.6 million in the second quarter of 2011, compared with $6.3 million in the same period in 2010. For the six months ended June 30, 2011, Counsel had revenues of $21.2 million, versus $13.5 million in the first half of 2010.
The Company had second quarter income from continuing operations attributable to shareholders of $0.7 million, or $0.01 per share, basic and diluted, compared with a loss of $0.7 million, or $0.01 per share, basic and diluted, for the three months ended June 30, 2010. Including discontinued operations, the Company had net income of $0.8 million, or $0.01 per share, basic and diluted, attributable to shareholders for the three months ended June 30, 2011, compared with net income of $0.2 million, or $0.00 per share, basic and diluted, for the three months ended June 30, 2010.
For the six months ended June 30, 2011, loss from continuing operations attributable to shareholders was $0.8 million, or $0.01 per share, basic and diluted, compared with a loss of $3.7 million, or $0.06 per share, basic and diluted, for the first six months of 2010. Net loss attributable to shareholders for the six months ended June 30, 2011 was $0.7 million or $0.01 per share, basic and diluted, compared with net loss of $1.8 million, or $0.03 per share, basic and diluted, in the first half of 2010.
The Company's Management's Discussion and Analysis and Financial Statements for the three and six months ended June 30, 2011 have been filed and are available on SEDAR ([ www.sedar.com ]).
About Counsel Corporation
Counsel Corporation (TSX: CXS) is a financial services company that operates through its individually branded businesses, primarily in residential mortgage lending, distressed and surplus capital asset transactions, real estate finance and private equity investment. For further information, please visit Counsel's website at [ www.counselcorp.com ].
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 Counsel Corporation's expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which Counsel Corporation currently operates, but because of the factors listed herein, as well as other factors beyond Counsel Corporation'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 Corporation Condensed Consolidated Interim Statements of Operations
For the three and six months ended June 30
(in thousands of Cdn Dollars, except per share amounts)
(Unaudited)
Three months ended June 30, | Six months ended June 30, | |||||
2011 | 2010 | 2011 | 2010 | |||
$ | $ | $ | $ | |||
Revenues | 18,552 | 6,269 | 21,238 | 13,468 | ||
Expenses (exclusive of depreciation, amortization and interest expense shown below) and other (income) losses | ||||||
Operating costs | 12,449 | 3,383 | 13,983 | 9,939 | ||
Selling, general and administrative expense | 5,955 | 2,659 | 8,933 | 6,029 | ||
Foreign exchange (gain) loss | 416 | (1,861) | 1,699 | (1,245) | ||
Depreciation and amortization | 25 | 44 | 55 | 89 | ||
Interest expense | 507 | 534 | 890 | 1,027 | ||
Other | (15) | 355 | (15) | 346 | ||
19,337 | 5,114 | 25,545 | 16,185 | |||
Income (loss) before fair value adjustments | (785) | 1,155 | (4,307) | (2,717) | ||
Fair value adjustments | 112 | (51) | (352) | 46 | ||
Income (loss) before income taxes and discontinued operations | (673) | 1,104 | (4,659) | (2,671) | ||
Provision (recovery) for income taxes | (820) | 213 | (1,408) | 246 | ||
Income (loss) from continuing operations | 147 | 891 | (3,251) | (2,917) | ||
Less: Income (loss) attributable to non-controlling interest | (593) | 1,546 | (2,427) | 788 | ||
Income (loss) attributable to shareholders | 740 | (655) | (824) | (3,705) | ||
Income from discontinued operations | 62 | 326 | 179 | 2,301 | ||
Less: Income (loss) attributable to non-controlling interest | 21 | (573) | 33 | 443 | ||
Income attributable to shareholders | 41 | 899 | 146 | 1,858 | ||
Net income (loss) attributable to shareholders | 781 | 244 | (678) | (1,847) | ||
Basic and diluted net income (loss) per share : | ||||||
Continuing operations | 0.01 | (0.01) | (0.01) | (0.06) | ||
Discontinued operations | 0.00 | 0.01 | 0.00 | 0.03 | ||
Basic and diluted net income (loss) per share | 0.01 | 0.00 | (0.01) | (0.03) | ||
Weighted average number of common shares outstanding (in thousands) - basic and diluted | 75,319 | 61,820 | | 75,993 | 61,820 |
The notes contained in the Company's condensed consolidated interim financial statements are an integral part of these condensed consolidated interim financial statements.
Counsel Corporation
Condensed Consolidated Interim Statements of Financial Position
(in thousands of Cdn Dollars)
(Unaudited)
June 30, | December 31, | |||||
2011 | 2010 | |||||
$ | $ | |||||
Assets | ||||||
Current assets | ||||||
Cash and cash equivalents | 17,218 | 61,897 | ||||
Marketable securities | 731 | 333 | ||||
Mortgages, accounts and deferred interest receivable | 14,680 | 1,732 | ||||
Inventory | 2,568 | 4,564 | ||||
Prepaid expenses, deposits and deferred charges | 3,120 | 1,743 | ||||
Assets of discontinued operations | 730 | 1,199 | ||||
39,047 | 71,468 | |||||
Non-current assets | ||||||
Deferred interest receivable | 8,846 | - | ||||
Deferred charges | 12,549 | - | ||||
Investment properties | - | 7,198 | ||||
Properties under development | 7,469 | 2,609 | ||||
Property, plant and equipment | 3,699 | 3,529 | ||||
Interests in joint ventures | 1,419 | 1,716 | ||||
Investment in associates | 1,276 | 40,694 | ||||
Portfolio investments | 44,073 | - | ||||
Goodwill | 49,979 | 20,797 | ||||
Deferred income tax assets | 2,018 | 2,220 | ||||
Other assets | 77 | 194 | ||||
Assets of discontinued operations | - | 538 | ||||
Total assets | 170,452 | 150,963 | ||||
Liabilities | ||||||
Current liabilities | ||||||
Accounts payable and accrued liabilities | 18,849 | 9,831 | ||||
Customer deposits | 3,377 | 2,495 | ||||
Income taxes payable | 368 | 218 | ||||
Current portion of mortgages and loans payable | 4,038 | 8,902 | ||||
Convertible preferred shares | - | 11,538 | ||||
Liabilities of discontinued operations | 1,108 | 2,663 | ||||
27,740 | 35,647 | |||||
Non-current liabilities | ||||||
Mortgages and loans payable | 21,383 | 6,685 | ||||
Convertible debentures | 12,000 | - | ||||
Contingent consideration | 10,854 | - | ||||
Deferred income tax liabilities | 2,179 | - | ||||
Other liabilities | 1,713 | 1,794 | ||||
Total liabilities | 75,869 | 44,126 | ||||
Shareholders' equity | 94,583 | 106,837 | ||||
Total liabilities and shareholders' equity | 170,452 | 150,963 |
The notes contained in the Company's condensed consolidated interim financial statements are an integral part of these condensed consolidated interim financial statements.