UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No.1)
S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012
OR
£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 0-17973
Counsel RB Capital Inc.
(Exact name of registrant as specified in its charter)
FLORIDA | 59-2291344 | |
(State or other jurisdiction of | ||
Incorporation or Organization) | (I.R.S. Employer Identification No.) |
700 – 1 Toronto St., Toronto, ON M5C 2V6
(Address of Principal Executive Offices)
(416) 866-3000
(Registrant’s Telephone Number)
N/A
(Registrant’s Former Name)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter time period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Exchange Act Rule 12b-2).
Large Accelerated Filer £ | Accelerated Filer £ | |
Non-Accelerated Filer £ | Smaller reporting company R |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R
As of August 7, 2012, there were 28,135,228 shares of common stock, $0.01 par value, outstanding.
Explanatory Note
The purpose of this Amendment No. 1 to Counsel RB Capital Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 14, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the unaudited condensed consolidated interim financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
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Item 6. Exhibits.
(a) Exhibits
Exhibit No. | Identification of Exhibit |
31.1 * | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted under Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 * | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted under Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 * | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2 * | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS** | XBRL Instance Document | |
101.SCH** | XBRL Taxonomy Extension Schema Document | |
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB** | XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document |
* These exhibits were previously included in Counsel RB Capital Inc’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 14, 2012.
** Pursuant to Rule 406T of Regulation S-T, these interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.
Counsel RB Capital Inc. | ||||
Date: August 30, 2012 | By: | /s/ Allan C. Silber | ||
Allan C. Silber | ||||
Chairman of the Board and President | ||||
(Principal Executive Officer) | ||||
By: | /s/ Stephen A. Weintraub | |||
Stephen A. Weintraub | ||||
Chief Financial Officer and Corporate Secretary | ||||
(Principal Financial Officer) |
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Composition of Certain Financial Statement Items (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
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Accounts receivable (net of allowance for doubtful accounts of $0; 2011 - $0) | $ 2,451 | $ 730 |
Notes receivable (net of allowance for doubtful accounts of $0; 2011 - $186) | 0 | 39 |
Lease receivable | 80 | 148 |
Accounts, Notes, Loans and Financing Receivable, Net, Current | $ 2,531 | $ 917 |
Segment Reporting (Details 1) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
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Jun. 30, 2012
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Jun. 30, 2011
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Jun. 30, 2012
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Jun. 30, 2011
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Dec. 31, 2011
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Other income (expenses) and earnings (loss) from equity accounted investments | $ (166) | $ 206 | $ 866 | $ 1,781 | |||||||
Interest expense | 56 | 52 | 115 | 136 | |||||||
Depreciation | 8 | 0 | 11 | 0 | |||||||
Interest expense on related party debt not allocated to segments | 8 | 0 | 11 | 0 | |||||||
Income tax expense (recovery) | (287) | 978 | 26 | 380 | |||||||
Interest Expense, Other | 48 | 52 | 104 | 136 | |||||||
Net income (loss) | (421) | 3,540 | (31) | 3,729 | 30,713 | ||||||
Total assets | 56,020 | 18,122 | 56,020 | 18,122 | 47,147 | ||||||
Unallocated Amount To Segment [Member]
|
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Depreciation | 0 | 0 | 0 | 0 | |||||||
Other Income (Expense) And Earnings (Loss) From Equity Accounted Investments Not Assigned To Segments | (6) | 35 | (53) | 50 | |||||||
Interest expense on related party debt not allocated to segments | 8 | 0 | 11 | 0 | |||||||
Other corporate expenses (primarily corporate level interest, general and administrative expenses) | (542) | (333) | (1,017) | (395) | |||||||
Income tax expense (recovery) | (287) | 978 | 26 | 380 | |||||||
Total assets | 35,548 | [1] | 12,253 | [1] | 35,548 | [1] | 12,253 | [1] | |||
Reportable Segment [Member]
|
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Total Other Income Loss And Earnings Loss From Equity Accounted Investments For Reportable Segments | (160) | 171 | 919 | 1,731 | |||||||
Depreciation | 8 | 0 | 11 | 0 | |||||||
Total segment income (loss) | (160) | 4,816 | 1,065 | 4,454 | |||||||
Interest Expense, Other | 48 | 52 | 104 | 136 | |||||||
Total assets | $ 20,472 | $ 5,869 | $ 20,472 | $ 5,869 | |||||||
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Patent Participation Fee (Details Textual)
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3 Months Ended |
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Dec. 31, 2003
|
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Asset Acquisition, Contingent Consideration | Consideration provided was $100 plus a 35% residual payable to the third party relating to the net proceeds from future licensing and/or enforcement actions from the CRBCI VoIP patent portfolio |
Commitments and Contingencies (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
---|---|
2012 | $ 158 |
2013 | 154 |
2014 | 141 |
2015 | $ 148 |
Debt (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Revolving credit facility | $ 2,644 | $ 3,091 |
Promissory notes payable to related parties | 1,011 | 0 |
Total Debt | 3,655 | 3,091 |
Less current portion | 3,655 | 3,091 |
Long-term debt, less current portion | $ 0 | $ 0 |
Acquisition of Heritage Global Partners, Inc. (Details Textual) (USD $)
In Thousands, except Share data, unless otherwise specified |
0 Months Ended | 6 Months Ended |
---|---|---|
Feb. 29, 2012
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Jun. 30, 2012
|
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Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,000,000 | |
Business Acquisition, Options Issued, Number of Options | 625,000 | |
Weighted Average Exercise Price, Granted | $ 2.00 | $ 2.04 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 133.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.25% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 9 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Allowance for Doubtful Accounts Receivable | $ 0 |
Earnings Per Share (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2012
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Earning Loss Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Basic and diluted EPS were calculated using the following:
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Related Party Transactions (Details) (Counsel Services [Member], USD $)
In Thousands, unless otherwise specified |
6 Months Ended | |
---|---|---|
Jun. 30, 2012
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Jun. 30, 2011
|
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Counsel Services [Member]
|
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Management fees | $ 180 | $ 180 |
Other charges | 38 | 35 |
Operating Expenses Paid to Related Party | $ 218 | $ 215 |
Asset Liquidation Investments and Other Investments (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2012
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Jun. 30, 2011
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Jun. 30, 2012
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Jun. 30, 2011
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Gross revenues | $ 5,026 | $ 2,023 | ||
Gross profit | 1,237 | 1,620 | ||
Income from continuing operations | 1,227 | 1,717 | ||
Net income | $ 158 | $ 157 | $ 1,227 | $ 1,717 |
Earnings Per Share (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
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Dec. 31, 2011
|
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Net income (loss) | $ (421) | $ 3,540 | $ (31) | $ 3,729 | $ 30,713 |
Less: income allocated to preferred stockholders | 0 | (3) | 0 | (3) | |
Net income (loss) allocated to common stockholders | $ (421) | $ 3,537 | $ (31) | $ 3,726 | |
Weighted average common shares outstanding for basic EPS (in thousands) (in shares) | 28,135 | 26,997 | 27,809 | 26,562 | |
Add: incremental shares from assumed conversions of stock options | 0 | 232 | 0 | 121 | |
Weighted average shares for diluted EPS | 28,135 | 27,229 | 27,809 | 26,683 | |
Basic and diluted earnings (loss) per share attributable to common stockholders | $ (0.01) | $ 0.13 | $ 0.00 | $ 0.14 |
Related Party Transactions (Details Textual) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | |
---|---|---|
Jun. 30, 2012
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Dec. 31, 2011
|
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Due From Related Parties, Current | $ 3,317 | $ 595 |
Debt payable to related parties | 1,011 | 0 |
Counsel [Member]
|
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Due From Related Parties, Current | 3,166 | 595 |
Related Party Transaction, Description of Transaction | The amounts due under the Agreement are payable within 30 days following the respective year end, subject to applicable restrictions. Any unpaid fee amounts bear interest at 10% per annum commencing on the day after such year end | |
Other Related Parties [Member]
|
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Due From Related Parties, Current | $ 151 |
Debt (Details Textual) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Dec. 31, 2011
|
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Line of Credit Facility, Description | 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 $10,000, subject to Counsel RB maintaining a 1:2 ratio of capital funds | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 | ||
Line Of Credit Facility Collateral Assets | 2,950 | 4,303 | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | ||
Unused Line Fee Description | The Unused Line Fee is equal to the product of 0.50% per annum multiplied by the difference between $10,000 and the average loan amount outstanding during the month. | ||
Accrued interest added to principal of related party debt | $ 11 | $ 0 | |
Related Party Transaction, Terms and Manner of Settlement | The Promissory Notes bear interest at the prime rate and are due in full, plus accrued interest, on August 31, 2012 (the Maturity Date). |
Summary of Significant Accounting Policies
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
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Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 – Summary of Significant Accounting Policies
Use of estimates
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Significant estimates include the assessment of collectability of revenue recognized, and the valuation of amounts receivable, inventory, investments, assets acquired, deferred income tax assets, goodwill and intangible assets, liabilities, and stock-based compensation. These estimates have the potential to significantly impact our consolidated financial statements, either because of the significance of the financial statement item to which they relate, or because they require judgment and estimation due to the uncertainty involved in measuring, at a specific point in time, events that are continuous in nature.
The critical accounting policies used in the preparation of our audited consolidated financial statements are discussed in our Annual Report on Form 10-K for the year ended December 31, 2011. There have been no changes to these policies in the second quarter of 2012.
Recent Accounting Pronouncements
In May 2011, the FASB issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 results from joint efforts by the FASB and the International Accounting Standards Board (“IASB”) to develop converged guidance on how to measure fair value and what disclosures to provide about fair value measurements. Although ASU 2011-04 is largely consistent with the existing US GAAP fair value measurement principles, it expands existing disclosure requirements and makes other amendments. ASU 2011-04 is effective for interim or annual reporting periods beginning after December 15, 2011, with early adoption not permitted. The Company adopted ASU 2011-04 in the first quarter of 2012; its adoption did not have a material effect on the Company’s consolidated financial statements.
In September 2011, the FASB issued Accounting Standards Update 2011-08, Testing Goodwill for Impairment (“ASU 2011-08”). ASU 2011-08 amends the goodwill impairment testing guidance in ASC 350-20, by providing the option to perform a qualitative assessment before calculating the fair value of the reporting unit (i.e.: before performing Step 1 of the goodwill impairment test). If it is determined, on the basis of qualitative factors, that the fair value of the reporting unit is more likely than not less than the carrying amount, the existing two-step impairment test would be required. If it is determined that the fair value more likely than not exceeds the carrying value, further testing would not be required. ASU 2011-08 does not change the calculation of goodwill or its assignment to reporting units. It also does not change the requirement to test goodwill annually for impairment, or to test for impairment between annual tests if warranted by events or circumstances. However, it does revise the examples of events and circumstances that should be considered. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company adopted ASU 2011-08 in the fourth quarter of 2011.
In December 2011, the FASB issued Accounting Standards Update 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU 2011-12”). ASU 2011-12 defers certain provisions of ASU 2011-05 that relate to the presentation of reclassification adjustments out of accumulated OCI. Both ASU 2011-05 and 2011-12 are effective for interim or annual reporting periods beginning after December 15, 2011, with early adoption permitted. The guidance must be applied retrospectively for all periods presented in the financial statements. The Company adopted ASU 2011-05 and ASU 2011-12 in the first quarter of 2012. However, because the Company has no OCI in any of the periods presented, the adoptions had no effect on the Company’s consolidated financial statements.
The FASB, the Emerging Issues Task Force and the SEC have issued other accounting pronouncements and regulations during 2011 and 2012 that will become effective in subsequent periods. The Company’s management does not believe that these pronouncements will have a significant impact on the Company’s consolidated financial statements at the time they become effective. |
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