Counsel Corporation 1996 earnings increase 47 percent fourth quarter earnings up 82 percent.TORONTO--(BUSINESS WIRE)--March 18, 1997--COUNSEL CORPORATION (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). : CXS CXS Coherent X-Ray Scattering ; NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : CXSNF) -- Counsel Corporation today reported that net earnings for the year ended December December: see month. 31, 1996 increased 47 percent to US$28.5 million or US$1.12 per share basic, US$1.04 fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. . This compares with net earnings of US$19.4 million or US$0.77 per share basic, $0.73 fully diluted, for 1995. This is the first time that the Company has reported its results in US dollars. Over the past several years, the Years, The the seven decades of Eleanor Pargiter’s life. [Br. Lit.: Benét, 1109] See : Time operations of Counsel's principal operating subsidiaries An operating subsidiary is a business term frequently used within the United States railroad industry. In the case of a railroad, it refers to a company that is a subsidiary but operates with its own identity and rolling stock. and affiliates have evolved from being predominantly pre·dom·i·nant adj. 1. Having greatest ascendancy, importance, influence, authority, or force. See Synonyms at dominant. 2. Canadian-based to being predominantly US-based. In 1996, almost 90 percent of consolidated revenues came from US operations, up from 75 percent in both 1994 and 1995 and under 60 percent in 1993. Since 1993, almost all of the Company's earnings have been generated by its US businesses and it has established itself as being primarily a US health care service provider. In addition, Counsel has attracted greater interest from US financial markets as evidenced by higher trading volumes Trading volume The number of shares transacted every day. As there is a seller for every buyer, one can think of the trading volume as half of the number of shares transacted. That is, if A sells 100 shares to B, the volume is 100 shares. for its shares on the Nasdaq Stock market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. as compared to The Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. in 1996. Consequently, management has determined that presentation of the Company's financial statements in US dollars would be more relevant and meaningful to financial statement users. Net earnings for the fourth quarter of 1996 increased 82 percent to US$2.5 million from US$1.4 million a year earlier. Basic and fully diluted earnings per share diluted earnings per share An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of were 9 cents for the most recent quarter, compared with 3 cents basic, 2 cents fully diluted, in the 1995 fourth quarter. Earnings per share for the year were calculated after providing for preferred share dividends amounting to 5 cents per common share in 1996 and 14 cents in 1995. Allan Allan can refer to:
Counsel Corporation has been active in the US health care sector since 1983. It is engaged primarily in three health care segments: specialty pharmacy pharmacy, art of compounding and dispensing drugs and medication. The term is also applied to an establishment used for such purposes. Until modern times medication was prepared and dispensed by the physician himself. In the 18th cent. services, home health care and institutional pharmacy services. Counsel's 65 percent-owned Stadtlanders Pharmacy, which was acquired at the beginning of July July: see month. , 1996 manages the pharmaceutical needs of patients with high-risk high-risk adjective Referring to an ↑ risk of suffering from a particular condition Infectious disease Referring to an ↑ risk for exposure to blood-borne pathogens, which occurs with blood bank technicians, dental professionals, dialysis unit , high-cost chronic medical conditions See carpal tunnel syndrome, computer vision syndrome, dry eyes and deep vein thrombosis. . Stadtlanders Pharmacy is a national leader in disease specific pharmaceutical care for specialized spe·cial·ize v. spe·cial·ized, spe·cial·iz·ing, spe·cial·iz·es v.intr. 1. To pursue a special activity, occupation, or field of study. 2. patient populations including HIV HIV (Human Immunodeficiency Virus), either of two closely related retroviruses that invade T-helper lymphocytes and are responsible for AIDS. There are two types of HIV: HIV-1 and HIV-2. HIV-1 is responsible for the vast majority of AIDS in the United States. , transplant transplant or graft Partial or complete organ or other body part removed from one site and attached at another. It may come from the same or a different person or an animal. One from the same person—most often a skin graft—is not rejected. and oncology oncology /on·col·o·gy/ (ong-kol´ah-je) the sum of knowledge regarding tumors; the study of tumors. on·col·o·gy n. . This expertise in specific areas has led to specialty product and service distribution contracts with leading pharmaceutical manufacturers including Merck Merck may refer to:
Payment made to someone for out-of-pocket expenses has incurred. benefits for patients and providing educational materials and specialized programs on specific disease states. Stadtlanders' revenues for the fourth quarter of 1996 increased 23 percent to US$85.7 million from US$69.4 million in the third quarter. Its 1996 fourth quarter earnings before interest, taxes, depreciation and amortization Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP metric that can be used to evaluate a company's profitability.
Counsel's 26 percent-owned American American, river, 30 mi (48 km) long, rising in N central Calif. in the Sierra Nevada and flowing SW into the Sacramento River at Sacramento. The discovery of gold at Sutter's Mill (see Sutter, John Augustus) along the river in 1848 led to the California gold rush of HomePatient Inc. (NASDAQ: AHOM) is one of the largest diversified diversified (di·verˑ·s providers of home health care services in the US with over 301 centres in 32 states. Its primary product and service offerings include home respiratory services, home infusion therapy home infusion therapy The IV administration of therapeutics–analgesics, antibiotics, chemotherapy, parenteral nutrition–outside of a formal healthcare environment. See Hyperalimentation, Patient-controlled analgesics, TPN. , parenteral parenteral /pa·ren·ter·al/ (pah-ren´ter-al) not through the alimentary canal, but rather by injection through some other route, as subcutaneous, intramuscular, etc. par·en·ter·al adj. 1. and enteral nutrition Enteral nutrition Nourishment given through a tube or stoma directly into the small intestine, thus bypassing the upper digestive tract. Mentioned in: Electrolyte Supplements, Enterostomy, Necrotizing Enterocolitis , and medical equipment and supplies. These products and services are provided to patients cost effectively in the home or alternative setting. Revenues of American HomePatient rose 65 percent to US$268.4 million in 1996 compared with US$162.4 million in 1995. Net earnings rose 60 percent to US$15.2 million from US$9.5 million the previous year. Earnings per share increased 25 percent to US$1.10 on 13.8 million average shares outstanding compared with US$0.88 on 10.8 million average shares outstanding in 1995.The EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. amounts reflect a 3-for-2 stock split effective June June: see month. 28, 1996. Counsel's 20 percent-owned Capstone Pharmacy Services Inc. (NASDAQ: DOSE), is a leading US independent institutional pharmacy services company, providing services to over 120,000 beds in long term care facilities in 15 states. Revenues of Capstone Pharmacy Services were US$144.4 million for 1996 compared with US$55.9 million in 1995. Revenues for 1996 include those of Symphony symphony [Gr.,=sounding together], a sonata for orchestra. The Italian operatic overture, called sinfonia, was standardized by Alessandro Scarlatti at the end of the 17th cent. Pharmacy, acquired at the end of July, for five months. Net earnings for 1996 were US$3.1 million or US$0.14 per share, compared with a net loss of US$2.8 million or US$0.25 per share, for 1995. Mr. Silber added, "Our focus at Counsel is on the creation of shareholder value. The success of this direction has been demonstrated across all of our companies. Our acquisition of Stadtlanders has been extremely successful. Although we have owned it for only six months, it was responsible for 47 percent of Counsel's 1996 revenues and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become before realization of value from sales of shares in our operating businesses. We are also very satisfied with our ability to realize growth in the market value of American HomePatient's and Capstone's shares which has contributed to a significant increase in Counsel shareholder value. The market price of American HomePatient's shares increased to US$27.25 per share at the end of 1996 from US$19.67 at the end of 1995, resulting in a total market value of Counsel's American HomePatient holdings of US$105 million at December 31, 1996. Similar value has been created in Capstone Pharmacy which increased to US$11.375 per share at the end of 1996 from US$7.50 at the end of 1995, yielding an aggregate market value of US$83 million for Counsel's holdings at the end of 1996. "We are committed to our strategy and expect to see further success in 1997". COUNSEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements The combined financial statements of a parent company and its subsidiaries. Notes: Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge Year ended December 31, 1996 1. Accounting for investments Consolidated subsidiaries The consolidated financial statements include the accounts of Counsel Corporation (the "Company") and all companies over which it has voting control. The Company's principal operating subsidiaries and its respective voting interest Voting interest in business and accounting is a percentage of voting stock owned. This notion is different from economic interest that refers to a percentage of all the equity issued, including preferred stock, warrants, and so on. in each subsidiary as at December 31, 1996 and 1995 are as follows:
1996 1995
Counsel Healthcare Assets Inc. 100 percent 100 percent
Stadtlander Drug Company Inc.
("Stadtlander") (i) 64.4 percent -
U. S. Laboratory Corp.
("US Lab") (ii) 50.1 percent
Significantly influenced corporations Corporations over which voting control does not exist but significant influence is exercised are carried on the equity method. Amortization of the difference between acquisition cost and the underlying fair value of the net identifiable assets acquired at the date of acquisition is included in amortization expense. The principal operating affiliates over which the Company exerts significant influence and its respective voting interest in each affiliate as at December 31, 1996 and 1995 are as follows:
1996 1995
American HomePatient Inc. 26.2 percent 41.4 percent
Capstone Pharmacy Services Inc. 19.5 percent 28.7 percent
O&Y Properties Inc. 40.0 percent 40.0 percent
(i) On July 3, 1996 the Company acquired a 65.1 percent interest in Stadtlander. On December 31, Stadtlander issued common shares redeemable Redeemable Eligible for redemption under the terms of an indenture. at the option of the holder as partial consideration for a corporate acquisition, thereby reducing the Company's interest in Stadtlander to 64.4 percent. (ii) On May 1, 1996 the Company acquired a 50.1 percent in US Lab. COUNSEL CORPORATION NOTES TO FINANCIAL STATEMENTS Year ended December 31, 1996 (in thousands of US$) 2. Revenues and earnings Revenues are comprised of 100 percent of those revenues from entities that are consolidated and the Company's proportionate pro·por·tion·ate adj. Being in due proportion; proportional. tr.v. pro·por·tion·at·ed, pro·por·tion·at·ing, pro·por·tion·ates To make proportionate. share of revenues from entities that are accounted for by the equity method. Earnings are comprised of revenues less cost of goods or services sold and related operating and general administrative costs administrative costs, n.pl the overhead expenses incurred in the operation of a dental benefits program, excluding costs of dental services provided. for entities that are consolidated and the Company's proportionate share of earnings before unusual items and income taxes from entities that are accounted for by the equity method. Revenues and earnings are as follows:
-------- Revenues ---------
For The Three Months For The Year
Ended Dec. 31 Ended Dec. 31
(in thousands of US$) 1996 1995 1996 1995
Specialty retail pharmacy
Consolidated $85,688 - $155,087 -
---------------------------------------
Home health care
Consolidated - - - 34,748
Equity accounted 20,613 20,282 84,423 52,579
---------------------------------------
20,613 20,282 84,423 87,327
---------------------------------------
Institutional pharmacy
Consolidated - - 5,029 -
Equity accounted 10,625 4,641 34,906 13,650
---------------------------------------
10,625 4,641 39,935 13,650
---------------------------------------
Clinical laboratory
Consolidated 2,981 - 7,780 -
---------------------------------------
Long term care
Consolidated 7,817 8,058 31,323 32,243
---------------------------------------
Property management
Consolidated - 736 - 4,747
Equity accounted 1,077 668 4,991 669
---------------------------------------
1,077 1,404 4,991 5,416
---------------------------------------
Realization of value in
operating businesses - 1,953 24,951 32,032
Interest and other income 1,007 543 3,744 2,423
---------------------------------------
$129,808 $36,881 $352,234 $173,091
---------------------------------------
---------------------------------------
----------- Earnings -----------
For The Three Months For The Year
Ended Dec. 31 Ended Dec. 31
(in thousands of US$) 1996 1995 1996 1995
Specialty retail pharmacy
Consolidated $6,261 - $10,793 -
---------------------------------------
Home health care
Consolidated - - - 7,225
Equity accounted 1,884 2,871 7,735 4,768
---------------------------------------
1,884 2,871 7,735 11,993
---------------------------------------
Institutional pharmacy
Consolidated - - 489 -
Equity accounted 697 145 1,708 95
---------------------------------------
697 145 2,197 95
---------------------------------------
Clinical laboratory
Consolidated 463 - 877 -
---------------------------------------
Long term care
Consolidated 217 53 889 143
---------------------------------------
Property management
Consolidated - 191 - 1,603
Equity accounted 145 80 423 80
---------------------------------------
145 271 423 1,683
---------------------------------------
Realization of value in
operating businesses (153) 1,218 36,153 25,883
Interest and other income 1,007 543 3,744 2,423
---------------------------------------
$10,724 $5,101 $65,047 $42,220
---------------------------------------
---------------------------------------
COUNSEL CORPORATION
CONSOLIDATED BALANCE SHEET
(in thousands of US$)
December, 31
1996 1995
------------ ------------
ASSETS
Current assets
Cash and short term investments $ 53,683 $ 19,668
Amounts receivable 59,018 4,554
Income taxes recoverable 3,676 724
Mortgages and other advances 4,100 4,532
Other assets 10,717 5,016
Deferred income taxes 2,890 737
------------ ------------
134,084 35,231
Mortgages and other advances 4,582 3,171
Long term care facilities 27,241 28,025
Other assets 22,125 3,232
Equity in affiliates 115,645 68,126
Deferred income taxes - 1,282
------------ ------------
$ 303,677 $ 139,067
------------ ------------
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and
accrued charges $ 90,450 $ 7,769
Deferred revenue 3,250 1,702
Mortgages and loans payable 6,511 4,163
------------ ------------
100,211 13,634
------------ ------------
Deferred revenue 5,686 7,400
Mortgages and loans payable 22,697 24,835
Other long term debt 50,659 -
Deferred income taxes 6,066 -
------------ ------------
85,108 32,235
------------ ------------
185,319 45,869
Minority interest 2,344 -
Shareholders' equity 116,014 93,198
------------ ------------
$ 303,677 $ 139,067
------------ ------------
------------ ------------
COUNSEL CORPORATION
CONSOLIDATED STATEMENT OF EARNINGS
(in thousands of US$)
For The Three Months For The Year
Ended December 31 Ended December 31
1996 1995 1996 1995
-------- -------- -------- --------
Revenues (Note 2) $129,808 $ 36,881 $ 352,234 $ 173,091
-------- -------- -------- --------
-------- -------- -------- --------
Earnings (Note 2)
From operating businesses
Specialty retail
pharmacy $ 6,261 $ - $ 10,793 $ -
Home health
care 1,884 2,871 7,735 11,993
Institutional
pharmacy 697 145 2,197 95
Clinical laboratory 463 - 877 -
Long term care 217 53 889 143
Property management 145 271 423 1,683
Realization of value in
operating businesses (153) 1218 36,153 25,883
Interest and
other income 1,007 543 3,744 2,423
-------- -------- -------- --------
Earnings before
undernoted expenses 10,724 5,101 65,047 42,220
Corporate 743 237 3,691 1,076
Interest 1,486 773 4,125 4,332
Amortization 1,183 335 3,101 4,526
Share of affiliates's
interim acquisition
financing costs 203 - 2,236 -
-------- -------- -------- --------
Earnings before
income taxes and
minority interest 7,109 3,756 51,894 32,286
Income taxes 3,260 2,360 21,094 12,158
Minority interest 1,310 - 2,315 725
-------- -------- -------- --------
$ 2,539 $ 1,396 $ 28,485 $ 19,403
-------- -------- -------- --------
-------- -------- -------- --------
Earnings per common share
Net earnings $ 2,539 $ 1,396 $ 28,485 $ 19,403
Dividends on
special shares - (738) (1,193) (2,952)
Interest on equity
component of
debentures (7) - (7) -
-------- -------- -------- --------
Net earnings applicable
to common shares $ 2,532 $ 658 $ 27,285 $ 16,451
-------- -------- -------- --------
-------- -------- -------- --------
Earnings per common share
Basic $ 0.09 $ 0.03 $ 1.12 $ 0.77
-------- -------- -------- --------
-------- -------- -------- --------
Fully diluted $ 0.09 $ 0.02 $ 1.04 $ 0.73
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average
number of common
shares outstanding 24,374 21,385 24,374 21,385
-------- -------- -------- --------
-------- -------- -------- --------
CONTACT: Counsel Corporation Morris Perlis, 416/866-3193 or Counsel Corporation Susan Feldman, 416/866-3187 or Counsel Corporation Stephen Weintraub, 416/866-3058 |
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