Counsel Corporation Announces 1998 Third Quarter Earnings.TORONTO--(BUSINESS WIRE)--Nov. 17, 1998--Counsel Corporation(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) (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :CXS CXS Coherent X-Ray Scattering .) Counsel Corporation today reported its financial results for the third quarter of 1998. Net earnings increased to US$2.3 million, or US$0.08 per share basic and 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. , from a net loss of US$10.0 million, or (US$0.36) basic and (US$0.35) fully diluted, in the three months ended September September: see month. 30, 1997. Revenues during the third quarter increased 28 percent to US$169.9 million from US$132.9 million in the year earlier period. During the third quarter of 1997, Counsel's 27 percent-owned home health care operation, 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, recorded a restructuring charge restructuring charge The expense of reorganizing a company's operations. A restructuring charge is an infrequent expense that generally results from asset writedowns or facility closings. of US$67 million. This resulted in a pre-tax pre-tax adj → anterior al impuesto pre-tax adj → avant impôt(s) pre-tax adj → al lordo d'imposta charge to Counsel Corporation of US$18.0 million and the net loss for the 1997 third quarter of US$10.0 million. Net earnings for the nine months ended September 30, 1998 were US$7.3 million or US$0.25 per share basic and fully diluted. This compares with net earnings of US$2.4 million or US$0.08 per share basic and fully diluted, for the same period in 1997. Revenues for the first nine months of 1998 increased to US$469.9 million from US$440.8 in the comparable 1997 period. Counsel has been active in the US health care sector since 1983. It is engaged primarily in three health care segments: specialty A contract under seal. A specialty is a written document that has been sealed and delivered and is given as security for the payment of a specifically indicated debt. retail 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. through 100 percent-owned Stadtlander Drug Co., home health care through 27 percent-owned American HomePatient Inc. (NASDAQ:AHOM) and institutional pharmacy through 9 percent-owned PharMerica PharMerica is a publicly-traded Fortune 1000 company formed in January 2007 from the merger of Kindred Healthcare's pharmacy business with a subsidiary of AmerisourceBergen. , Inc. (NASDAQ-DOSE). Stadtlander Drug Co. 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. . Stadtlander's revenues for the third quarter of 1998 were US$121.3 million, up 53 percent from US$79.2 million for the third quarter of 1997. 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.
Last week, Counsel Corporation announced the signing of a definitive agreement to sell Stadtlander to Bergen Bergen, city, Norway Bergen (bĕr`gən), city (1995 pop. 221,645), capital of Hordaland co., SW Norway, situated on inlets of the North Sea. It is Norway's second largest city and a major shipping center. Brunswig Corporation for a total purchase price, including assumed debt of approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. US$100 million and the payment of certain costs expected to be incurred by Counsel, of US$428 million. Approximately US$25 million of the assumed debt is owed to Counsel Corporation. The sale is expected to close in January January: see month. 1999 subject to Hart-Scott-Rodino approval, approval by Counsel shareholders and other standard closing conditions. Other highlights that have occurred since the end of the second quarter of 1998: -- Counsel acquired 65 percent of Sage BioPharma, Inc., an emerging health care company focused on the treatment of hormone-dependent disorders A
-- Counsel acquired 75 percent, on a fully diluted basis, of FARO Pharmaceuticals, Inc. through the purchase of US$5 million of convertible voting preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. from treasury. FARO is a Houston-based company focused on the fast-growing adj. 1. tending to spread quickly; - used mostly of plants. Adj. 1. fast-growing - tending to spread quickly; "an aggressive tumor" strong-growing, aggressive market for "below threshold The point at which a signal (voltage, current, etc.) is perceived as valid. " drugs. These are products with less than US$50 million in annual sales that larger drug companies do not have the inclination inclination, in astronomy, the angle of intersection between two planes, one of which is an orbital plane. The inclination of the plane of the moon's orbit is 5°9' with respect to the plane of the ecliptic (the plane of the earth's orbit around the sun). to promote. FARO has several strategic alliances including a co-promotion Co-promotion is a marketing practice where a company in addition to its own, uses another company's sales force to promote the same brand or range of brands. The term is frequently confused with Co-marketing. See also Marketing co-operation arrangement with Glaxo Dermatology dermatology (dûrmətŏl`əjē), branch of medicine concerned with diagnosis and treatment of diseases and disorders of the skin. . It is currently focusing its efforts on podiatry podiatry (pōdī`ətrē, pə–), science concerned with disorders, diseases, and deformities of the feet, also called chiropody. Podiatrists treat such common conditions as bunions, corns and calluses, and ingrown toenails. and has identified other physician specialty groups for future growth such as rheumatology rheumatology /rheu·ma·tol·o·gy/ (-tol´ah-je) the branch of medicine dealing with rheumatic disorders, their causes, pathology, diagnosis, treatment, etc. rheu·ma·tol·o·gy n. and plastic surgery. -- Counsel sold its 50.1 percent interest in U.S. Laboratory Corp. for approximately US$2 million at the beginning of November November: see month. . Allan Allan can refer to:
This release involves forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. with respect to business plans, acquisition prospects, development of relationships with third parties and other plans and expectations on the part of the Company. The accuracy of these statements involve a number of risks and uncertainties, including but not limited to the availability of acquisition prospects and financing for such prospects, changing economic and market conditions that would impact such prospects or financing related thereto there·to adv. 1. To that, this, or it. 2. Archaic In addition to that; furthermore. thereto Adverb Formal 1. to that or it 2. , changes in governmental reimbursement Reimbursement Payment made to someone for out-of-pocket expenses has incurred. regulations and laws which could impair im·pair tr.v. im·paired, im·pair·ing, im·pairs To cause to diminish, as in strength, value, or quality: an injury that impaired my hearing; a severe storm impairing communications. or hinder hin·der 1 v. hin·dered, hin·der·ing, hin·ders v.tr. 1. To be or get in the way of. 2. To obstruct or delay the progress of. v.intr. the entering into strategic alliances of preferred provider agreements, as well as other risk factors detailed in the securities filings of Counsel Corporation (TSE-CXS / NASDAQ-CXSNF) to which recipients of this release are referred for additional information concerning the Company and its prospects. There will be no conference call to discuss this quarter's earnings. Any questions relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc this release or any other matters concerning Counsel Corporation may be directed to one of the contacts listed above.
COUNSEL CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited) (in thousands of US$)
September December 31
1998 1997
------------ ------------
ASSETS
Current assets:
Cash and short term
investments $ 21,719 $ 17,423
Amounts receivable 99,028 83,314
Income taxes recoverable 3,160 8,470
Inventory 15,369 21,254
Mortgages and other advances 164 629
Other assets 5,171 7,246
Deferred income taxes 5,919 6,902
------------ ------------
150,530 145,238
------------ ------------
Mortgages and other advances 4,369 4,442
Long term care facilities 25,753 26,376
Other assets 23,670 17,628
Portfolio investment 86,081 89,345
Equity in affiliate (Note 1) 52,924 53,742
Goodwill 59,004 57,071
------------ ------------
251,801 248,604
------------ ------------
$ 402,331 $ 393,842
------------ ------------
------------ ------------
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities
Bank indebtedness $ 116,553 $ 93,170
Accounts payable and
accrued charges 55,181 68,582
Deferred revenue 3,874 4,139
Mortgages and loans payable 1,678 3,236
------------ ------------
177,286 169,127
------------ ------------
Deferred revenue 3,201 3,035
Mortgages and loans payable 21,740 21,056
Other long term debt 44,659 50,684
Deferred income taxes 7,816 8,177
------------ ------------
77,416 82,952
------------ ------------
254,702 252,079
Minority interest 663 599
Shareholders' equity 146,966 141,164
------------ ------------
$ 402,331 $ 393,842
------------ ------------
------------ ------------
COUNSEL CORPORATION
CONSOLIDATED STATEMENT OF EARNINGS
(Unaudited) (in thousands of US$)
For The Three Months For The Nine Months
Ended September 30 Ended September 30
1998 1997 1998 1997
---------------------- ----------------------
Revenues (Note 2) $ 169,901 $ 132,944 $ 469,936 $ 440,808
---------------------- ----------------------
---------------------- ----------------------
Earnings (Note 2)
From operating businesses
Specialty retail
pharmacy $ 6,891 $ 4,148 $ 18,913 $ 17,940
Home health
care (5,330) 2,337 (2,260) 6,517
Hormonal
therapy (35) -- (35) --
Institutional
pharmacy -- 1,238 -- 3,213
Clinical
laboratory 34 191 467 755
Long term care 208 219 716 661
Realization of value
in operating
businesses 441 13 1,140 4,762
Interest and
other income 4,390 1,107 7,190 5,570
---------------------- ---------- ---------
Earnings before
undernoted expenses 6,599 9,253 26,131 39,418
Corporate 1,233 1,832 2,737 5,028
Interest 3,706 1,937 10,398 4,761
Amortization 1,679 1,442 4,903 3,671
Home health care
restructuring (960) 17,983 (960) 17,983
---------------------- ----------------------
Earnings (loss) before
income taxes and
minority interest 941 (13,941) 9,053 7,975
Income taxes (1,305) (4,025) 1,732 2,678
Minority interest (41) 45 66 2,919
---------------------- ---------- ---------
Net earnings (loss) $ 2,287 $ (9,961) $ 7,255 $ 2,378
---------------------- ----------------------
---------------------- ----------------------
Earnings (loss)
per common share
Net earnings (loss) $ 2,287 $ (9,961) $ 7,255 $ 2,378
Interest on equity
component of
debentures payable (97) (44) (282) (131)
---------------------- ----------------------
Net earnings (loss)
applicable to
common shares $ 2,190 $ (10,005) $ 6,973 $ 2,247
---------------------- ----------------------
---------------------- ----------------------
Per common share
- basic $ 0.08 $ (0.36) $ 0.25 $ 0.08
---------------------- ----------------------
---------------------- ----------------------
- fully diluted $ 0.08 $ (0.35) $ 0.25 $ 0.08
---------------------- ----------------------
---------------------- ----------------------
Weighted average number
of common shares
outstanding 27,940 27,924 27,940 27,924
---------------------- ----------------------
---------------------- ----------------------
COUNSEL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine months ended September 30
(Unaudited)
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 in each subsidiary as at September 30, 1998 and 1997
are as follows:
1998 1997
Counsel Healthcare Assets Inc. 100 percent 100 percent
Stadtlander Drug Company Inc. 100 percent 99.0 percent
Sage Biopharma Inc. 65 percent -
U. S. Laboratory Corp. 50.1 percent 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 September 30, 1998 and 1997 are as follows:
1998 1997
American HomePatient Inc. 26.6 percent 26.8 percent
PharMerica Inc. -- 17.4 percent
COUNSEL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine months ended September 30
(Unaudited) (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 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 and administrative costs for
entities that are consolidated and the Company's proportionate share
of earnings before 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 Nine Months
Ended September 30 Ended September 30
1998 1997 1998 1997
-----------------------------------------
Specialty retail pharmacy
Consolidated $121,347 $79,153 $341,790 $282,609
Home health care
Equity accounted 26,930 27,469 81,882 74,937
Hormonal therapy
Consolidated 101 - 101 -
Institutional pharmacy
Equity accounted - 14,375 - 40,604
Clinical laboratory
Consolidated 2,850 2,890 9,142 8,950
Long term care
Consolidated 7,295 7,950 22,843 23,780
Realization of value in
operating businesses 6,988 - 6,988 4,358
Interest and
other income 4,390 1,107 7,190 5,570
-----------------------------------------
$169,901 $132,944 $469,936 $440,808
-----------------------------------------
-----------------------------------------
---------------- Earnings ---------------
For The Three Months For The Nine Months
Ended September 30 Ended September 30
1998 1997 1998 1997
-----------------------------------------
Specialty retail pharmacy
Consolidated $6,891 $4,148 $18,913 $17,940
Home health care
Equity accounted (5,330) 2,337 (2,260) 6,517
Hormonal therapy
Consolidated (35) - (35) -
Institutional pharmacy
Equity accounted - 1,238 - 3,213
Clinical laboratory
Consolidated 34 191 467 755
Long term care
Consolidated 208 219 716 661
Realization of value in
operating businesses 441 13 1,140 4,762
Interest and
other income 4,390 1,107 7,190 5,570
-----------------------------------------
$6,599 $9,253 $26,131 $39,418
-----------------------------------------
-----------------------------------------
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