Counsel Announces Second Quarter 2012 Results
Net Income Increases Five-fold From Q2 2011
TORONTO, Aug. 14, 2012 /CNW/ - Counsel Corporation ("Counsel" or the "Company") (TSX: CXS), a financial services company, today announced net income attributable to shareholders of $4.1 million, or $0.05 per basic share and $0.04 per diluted share, for the second quarter of 2012 compared to $0.8 million, or $0.01 per basic and diluted share, for the same period in 2011. For the six months ended June 30, 2012, Counsel had net income of $7.5 million, or $0.09 per basic share and $0.08 per diluted share, versus a loss of $0.7 million, or $0.01 per basic and diluted share, in the first half of 2011. The Company recorded revenues of $38.8 million and $70.1 million for the three and six month periods ended June 30, 2012, respectively, compared to $18.6 million and $21.2 million for the three and six month periods ended June 30, 2011, respectively. All amounts are stated in Canadian dollars, unless noted.
Mortgage Lending
The significant year-over-year increase in Counsel's revenues and income was primarily attributable to having a full period of contributions from Counsel's mortgage lending business, Street Capital Financial Corporation ("Street Capital"), which was acquired on May 31, 2011.
Street Capital generated $6.1 million in income from continuing operations in the second quarter of 2012 on $31.9 million in revenues. For the six months ended June 30, 2012, Street Capital had $11.3 million in income from continuing operations on $56.1 million in revenues. Street Capital's revenues are comprised primarily of the gain on sales of mortgages it has underwritten to institutional investors. The company sold $2.7 billion of mortgages over the first half of the year (it sold $3.7 billion in the full year 2011), and is now among the top mortgage underwriters operating through the broker channel in Canada. Street Capital had $9.5 billion in mortgages under administration as at June 30, 2012, compared with $5.7 billion at June 30, 2011 and $8.3 billion at March 31, 2012.
"We're extremely pleased with Street Capital's progress and performance during its first 13 months under Counsel," said Allan Silber, Chairman and CEO of Counsel. "The company has sold more than $5 billion in mortgages since being acquired while maintaining stringent underwriting processes; its income has increased each of the past three quarters; and its mortgages under administration have grown by 67% over the past year. The latter measurement represents a sizeable opportunity for Street Capital as it is the face of all direct communication with borrowers and can therefore generate higher margin mortgage renewals when its current mortgages under administration mature."
During the second quarter, Street Capital launched a carefully planned expansion into the near prime segment of the Canadian mortgage market with the introduction of its Street Options Program. Near prime is a segment of the mortgage credit market just below prime and comprised of borrowers who are unable to find financing through traditional sources. The company believes the segment is underserved despite offering potentially higher profit margins, and that it can leverage its network of relationships with mortgage brokers to become a significant participant in the space over time. Street Capital sells the mortgages it originates through its Street Options Program to institutional investors, as it does with mortgages generated through its prime lending business. Street Capital plans to expand the Street Options Program progressively across Canada but it expects that prime mortgages will comprise the vast majority of mortgages it originates in 2012.
Asset Liquidation
Counsel's asset liquidation business is led by its other major operating company, Counsel RB Capital LLC ("Counsel RB"). Counsel RB is a value driven, innovative leader in distressed and surplus capital asset transactions and a wholly owned subsidiary of Counsel RB Capital Inc. ("CRBCI") (OTCQB: CRBN), a publicly traded company controlled by Counsel.
In the second quarter of 2012, income from continuing operations from the asset liquidation business was $0.1 million on $4.0 million in revenues, compared to income from continuing operations of $2.1 million on $11.4 million in revenues in the same quarter in 2011. For the six months ended June 30, 2012, income from continuing operations was $1.0 million on $8.1 million in revenues, versus $2.8 million in income from continuing operations on $13.7 million in revenues in the first half of 2011. Revenues in the second quarter of 2012 were comprised of the proceeds of:
- asset sales of $2.1 million (Q2 2011 - $11.2 million);
- earnings from equity accounted joint ventures of $0.2 million (Q2 2011 - $0.2 million); and,
- commissions and fees of $1.8 million (Q2 2011 - $0.1 million).
Asset sales were higher in the second quarter of 2011 due mainly to the sale of a paper mill in New Hampshire in that period, a significant transaction. Commissions and fees increased significantly in the second quarter of 2012 due primarily to revenues contributed by global auction and asset advisory firm Heritage Global Partners, Inc. ("HGP"), which was acquired by CRBCI at the end of February, 2012.
Subsequent to the second quarter in July, Counsel RB and HGP expanded their global operations into key Latin American markets via a strategic alliance with Asset Remarketing De R.L de C.V. ("Asset Remarketing"). Under the agreement, Asset Remarketing will conduct asset acquisition and disposition engagements in its Latin American markets together with Counsel RB and HGP on behalf of their clients.
"We are encouraged by Counsel RB's progress this year to becoming a unique global provider of a full suite of capital asset solutions for its clientbase," said Mr. Silber. "Its agreement with Asset Remarketing builds on the acquisition of Heritage Global Partners, which conducts auctions around the world. Counsel RB now has the key pieces in place to take advantage of favourable industry conditions. The combination of an increase in the supply of surplus assets stemming from the economic slowdown and a wealth of foreign capital in regions with fast-growing economies and robust manufacturing sectors is creating an attractive environment for industrial equipment and related asset transactions. For the second half of the year, Counsel RB expects to close several projects it has been working on and benefit from a robust pipeline of new business."
Counsel's Management's Discussion and Analysis and Financial Statements for the three and six months ended June 30, 2012 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 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.
Condensed Consolidated Interim Statements of Operations
For the three months and six months ended June 30, 2012 and 2011
(in thousands of Canadian Dollars, except per share amounts)
(Unaudited)
Three months ended June 30, | Six months ended June 30, | |||||
2012 | 2011 | 2012 | 2011 | |||
$ | $ | $ | $ | |||
Revenues | 38,809 | 18,552 | 70,128 | 21,238 | ||
Expenses (exclusive of depreciation, amortization and interest expense shown below) and other (income) losses |
||||||
Operating costs | 22,449 | 12,449 | 39,779 | 13,983 | ||
Selling, general and administrative expense | 9,423 | 5,955 | 17,985 | 8,933 | ||
Foreign exchange (gain) loss | (879) | 416 | (16) | 1,699 | ||
Depreciation and amortization | 341 | 25 | 752 | 55 | ||
Interest expense | 804 | 507 | 1,655 | 890 | ||
Other | 278 | (15) | (274) | (15) | ||
32,416 | 19,337 | 59,881 | 25,545 | |||
Income (loss) before fair value adjustments | 6,393 | (785) | 10,247 | (4,307) | ||
Fair value adjustments | 717 | 112 | 1,100 | (352) | ||
Income (loss) before income taxes and discontinued operations | 7,110 | (673) | 11,347 | (4,659) | ||
Income tax provision (recovery) | 1,636 | (820) | 2,857 | (1,408) | ||
Income (loss) from continuing operations | 5,474 | 147 | 8,490 | (3,251) | ||
Less: Income (loss) attributable to non-controlling interest | 1,407 | (593) | 1,025 | (2,427) | ||
Income (loss) attributable to shareholders | 4,067 | 740 | 7,465 | (824) | ||
Income from discontinued operations | 15 | 62 | 11 | 179 | ||
Less: Income (loss) attributable to non-controlling interest | - | 21 | - | 33 | ||
Income (loss) attributable to shareholders | 15 | 41 | 11 | 146 | ||
Net income (loss) attributable to shareholders | 4,082 | 781 | 7,476 | (678) | ||
Basic net income (loss) per share : | ||||||
Continuing operations | 0.05 | 0.01 | 0.09 | (0.01) | ||
Discontinued operations | 0.00 | 0.00 | 0.00 | 0.00 | ||
Basic net income (loss) per share | 0.05 | 0.01 | 0.09 | (0.01) | ||
Weighted average number of common shares | ||||||
outstanding (in thousands) - basic | 85,364 | 75,319 | 85,256 | 75,993 | ||
Diluted net income (loss) per share: | ||||||
Continuing operations | 0.04 | 0.01 | 0.08 | (0.01) | ||
Discontinued operations | 0.00 | 0.00 | 0.00 | 0.00 | ||
Diluted net income (loss) per share | 0.04 | 0.01 | 0.08 | (0.01) | ||
Weighted average number of common shares | ||||||
outstanding (in thousands) - diluted | 96,051 | 75,319 | 95,581 | 75,993 |
The notes contained in the Company's condensed consolidated interim financial statements are an integral part of these statements.
Condensed Consolidated Interim Statements of Financial Position
As at June 30, 2012 and December 31, 2011
(in thousands of Canadian Dollars) (Unaudited)
June 30, | December 31, | |||||||
2012 | 2011 | |||||||
$ | $ | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | 14,757 | 15,212 | ||||||
Marketable securities | 204 | 255 | ||||||
Mortgages, accounts and deferred interest receivable | 30,406 | 15,643 | ||||||
Inventory | 1,315 | 3,197 | ||||||
Prepaid expenses, deposits and deferred charges | 5,297 | 2,262 | ||||||
Assets of discontinued operations | 119 | 180 | ||||||
52,098 | 36,749 | |||||||
Non-current assets | ||||||||
Deferred interest receivable | 15,509 | 12,483 | ||||||
Deferred charges | 21,003 | 15,880 | ||||||
Investment properties | 3,876 | - | ||||||
Properties under development | 6,709 | 11,502 | ||||||
Property, plant and equipment | 3,444 | 3,502 | ||||||
Interests in joint ventures | 1,707 | 3,514 | ||||||
Investment in associates | 2,543 | 2,482 | ||||||
Portfolio investments | 50,836 | 47,460 | ||||||
Intangible assets | 6,334 | 6,654 | ||||||
Goodwill | 53,185 | 44,844 | ||||||
Deferred income tax assets | 29,325 | 29,271 | ||||||
Other assets | 66 | 67 | ||||||
Total assets | 246,635 | 214,408 | ||||||
Liabilities | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued liabilities | 33,939 | 21,441 | ||||||
Customer deposits | 1,866 | 1,641 | ||||||
Income taxes payable | 131 | 284 | ||||||
Notes payable | 1,028 | - | ||||||
Current portion of mortgages and loans payable | 13,452 | 8,728 | ||||||
Liabilities of discontinued operations | 666 | 629 | ||||||
51,082 | 32,723 | |||||||
Non-current liabilities | ||||||||
Mortgages and loans payable | 17,758 | 20,035 | ||||||
Convertible debenture | 11,915 | 11,893 | ||||||
Contingent consideration | 11,666 | 10,715 | ||||||
Deferred income tax liabilities | 7,294 | 4,463 | ||||||
Derivative liability | 68 | 131 | ||||||
Other liabilities | 943 | 2,353 | ||||||
Total liabilities | 100,726 | 82,313 | ||||||
Shareholders' equity | 145,909 | 132,095 | ||||||
Total liabilities and shareholders' equity | 246,635 | 214,408 |
The notes contained in the Company's condensed consolidated interim financial statements are an integral part of these statements.
SOURCE: Counsel Corporation
Counsel Corporation
Stephen Weintraub
EVP, Secretary & CFO
[email protected]
Tel: (416) 866-3058
The Equicom Group
Tim Foran
[email protected]
Tel: (416) 815-0700 ext. 251
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