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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Jannock Pptys Ltd | TSXV:JPL.UN | TSX Venture | Ordinary Share |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.00 | - |
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Jannock Properties Limited (TSX VENTURE:JPL.UN) today reported a net loss for
the Third Quarter of 2009 of $260,000 ($0.01 per share) compared with net
earnings of $413,000 ($0.01 per share) for the Third Quarter of 2008. The losses
in the Third Quarter were mainly due to providing for expenses that will be
incurred relating to the expected dissolution of the Corporation. As set out in
the notes to the financial statements the Corporation has changed the basis of
preparing its financial statements from a going concern basis to a liquidation
basis.
Operating activities for the three months ended September 30, 2009 used cash of
$38,000 compared with cash generated of $433,000 for the same period in 2008.
At this time, the voluntary dissolution approved by unitholders earlier this
year, is being delayed while the Corporation endeavors to recover some municipal
fees estimated at $217,000 and to then obtain a clearance from the Canada
Revenue Agency (CRA).
As a result of this ongoing delay in the dissolution of the Corporation, the
Board of Directors has approved an interim cash distribution equivalent to $0.10
per unit to be paid to shareholders on December 21, 2009.
Revenue
Income in the three months to September 30, 2009 consisted of interest earned on
short term investments of surplus cash of $2,000 compared with interest earnings
of $50,000 in the same period last year.
General and Administrative Expenses
In the Third Quarter of this year, general and administrative expenses were
$197,000, compared with $45,000 for the Third Quarter of last year. This
increase is mainly due to provisions for the full amount of costs that will be
incurred in relation to the dissolution of the Corporation. These costs include
ordinary course debts, obligations and liabilities, including the administrative
costs related to the dissolution and delisting (the "Dissolution Costs"). These
Dissolution Costs include, but are not limited to, the estimated costs and
expenses of: (i) the legal fees for the dissolution and delisting, (ii) tax
return preparation and filing; (iii) auditor fees; (iv) mailing costs; and (v)
all other amounts whatsoever required to satisfy the expenses, liabilities and
obligations of the Corporation.
Income Taxes
Income tax provisions in the Third Quarter of 2009 amount to $65,000 compared to
recoveries of $431,000 in 2008. The provisions in 2009 primarily result from the
elimination of tax assets relating to current years losses as there is no
assurance that any amounts will be recovered. In 2008 the recoveries related to
refunds of taxes paid on prior years earnings.
Cash Flows from Operations
Cash used for operating activities in the Third Quarter of 2009 amounted to
$38,000 compared with cash generation of $433,000 for the same period last year.
The major differences are due to:
- Cash receipts for the Third Quarter of this year were $16,000 and
included income tax recoveries of $14,000 and $2,000 of interest
receipts. This compares with an income tax recoveries of $432,000 and
$50,000 of interest receipts for the Third Quarter of last year.
- Cash payments for administrative and other expenses in the Third Quarter
of this year were $54,000 compared with $49,000 in the same period last
year.
Corporate Items
Shareholders at the Annual General and Special Meeting on May 14, 2009 approved
a voluntary dissolution of the Corporation and its eventual delisting from the
TSX-V exchange and had anticipated a dissolution date of October 30, 2009. This
process is taking longer than originally expected and the Corporation is
continuing to work with the Canada Revenue Agency (CRA) to obtain the necessary
consents to the dissolution and the subsequent delisting of its units.
In addition the Corporation has filed a claim with a municipality for $217,000
of levy credits relating to a property that it had previously sold. Although
there is no assurance of the ultimate amount that may be realized and the timing
of that recovery, the Corporation will delay the dissolution process until this
matter is resolved.
In recognition of these delays, the Board of Directors has approved an interim
cash distribution equivalent to $0.10 per unit through the redemption of 10 of
the 65 Class A Special shares that are currently included in each unit. This
distribution will be paid on December 21, 2009 to the unit holders of record as
at the close of business on December 7, 2009. The ex-redemption date for trading
of the Units will be December 3, 2009 and each Unit will then consist of 55
Class A Special shares and one Class B Special share.
Cash balances that would remain after the payment of accounts payable and
accrued liabilities and the above mentioned interim cash distribution would be:
Cash at September 30, 2009 $ 5,581,000
Less accounts payable and accrued liabilities (162,000)
Less interim distribution (3,563,000)
--------------------
Estimated cash prior to municipal recovery $ 1,856,000
Claim for recovery of municipal expenses 217,000
--------------------
Estimated cash including municipal recovery $ 2,073,000
--------------------
This amount will comprise the remaining property and assets of the Corporation
and will be distributed to shareholders on the dissolution in accordance with
their holdings of Special Shares.
The Corporation does not intend to make its final distribution to Shareholders
until after the Corporation has obtained the consents from CRA, and satisfied
all of its debts, obligations and liabilities.
The Corporation's shareholders hold Units which currently consists of a
combination of one Class B common share and 65 Class A special shares. There are
a total of 35,631,932 Units outstanding. The combination of the Corporation's
Common and Special Shares are listed as Units on the TSX-V Exchange (trading
symbol: JPL.UN).
Forward-looking statements contained in this news release involve risks and
uncertainties that could cause actual results to differ materially from those
contemplated by such statements. Factors that could cause such differences
include local real estate markets, zoning applications, changes in interest
rates and general economic conditions. In addition there are risk factors
described from time to time in the reports and disclosure documents filed by
Jannock Properties Limited with Canadian and U.S. securities regulatory agencies
and commissions.
NOTICE
The accompanying interim unaudited financial statements have not been reviewed
by the Company's auditors.
JANNOCK PROPERTIES LIMITED
Interim Balance Sheet
(in thousands of Canadian dollars)
September 30 December 31
2009 2008
---------------- ----------------
(unaudited)
----------------
Assets
Cash and cash equivalents (note 2) $ 5,581 $ 5,813
Other assets 11 5
Future income taxes - 37
---------------- ----------------
$ 5,592 $ 5,855
---------------- ----------------
Liabilities
Accounts payable and accrued liabilities $ 162 $ 44
Income taxes payable - 5
---------------- ----------------
$ 162 $ 49
---------------- ----------------
Shareholders' Equity
Capital stock (note 4) $ 23,115 $ 23,115
Contributed surplus 6,868 6,868
Deficit (24,553) (24,177)
---------------- ----------------
$ 5,430 $ 5,806
---------------- ----------------
---------------- ----------------
$ 5,592 $ 5,855
---------------- ----------------
---------------- ----------------
Interim Statement of Income, Comprehensive Income and deficit
(in thousands of Canadian dollars, except per share amount)
Three Months Nine Months
Ended September 30 Ended September 30
--------------------------- ---------------------------
2009 2008 2009 2008
------------- ------------- ------------- -------------
(unaudited) (unaudited) (unaudited) (unaudited)
Revenue
Interest Income $ 2 $ 50 $ 18 $ 145
------------- ------------- ------------- -------------
Total 2 50 18 145
------------- ------------- ------------- -------------
Expenses
General and
administrative
costs 197 45 388 175
Foreign exchange
gains/ (losses) - - (2) -
------------- ------------- ------------- -------------
197 45 386 175
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Income/(loss) before
income taxes (195) 5 (368) (30)
Income tax provision
(recovery) (note 3)
- current 63 (432) (29) (445)
- future 2 1 37 2
------------- ------------- ------------- -------------
Net income (loss) and
comprehensive income
(loss) for the
period $ (260) $ 436 $ (376) $ 413
------------- ------------- ------------- -------------
Deficit - beginning
of period $ (24,293) $ (24,623) $ (24,177) $ (24,600)
Deficit - end of
period $ (24,553) $ (24,187) $ (24,553) $ (24,187)
Basic and diluted
earnings (loss) per
share $ (0.01) $ 0.01 $ (0.01) $ 0.01
Interim Statement of Cash Flows
(in thousands of Canadian dollars)
Three Months Nine Months
Ended September 30 Ended September 30
------------------------- ------------------------
2009 2008 2009 2008
------------ ------------ ------------ -----------
(unaudited) (unaudited) (unaudited) (unaudited)
Cash provided by (used in)
Operating activities
Cash receipts
Income tax recoveries $ 14 $ 432 $ 23 $ 432
Interest received 2 50 18 154
Cash payments
Income taxes - - - (443)
Other payments (54) (49) (273) (178)
------------ ------------ ------------ -----------
Total operating
activities (38) 433 (232) (35)
------------ ------------ ------------ -----------
------------ ------------ ------------ -----------
Increase (decrease) in
cash equivalents (38) 433 (232) (35)
------------ ------------ ------------ -----------
Cash and cash equivalents
- beginning of period $ 5,619 $ 5,357 $ 5,813 $ 5,825
Cash and cash equivalents
- end of period $ 5,581 $ 5,790 $ 5,581 $ 5,790
Cash and cash equivalents
are comprised of:
Cash 75 40
Short term investments
(note 2) 5,506 5,750
NOTES TO INTERIM FINANCIAL STATEMENTS
(unaudited - in thousands of dollars)
1. Change in basis of presentation
Shareholders at the Annual General and Special Meeting on May 14, 2009 approved
a voluntary dissolution of the Corporation and its eventual delisting from the
TSX-V exchange and had anticipated a dissolution date of October 30, 2009. This
process is taking longer than originally expected and the Corporation is
continuing to work with the Canada Revenue Agency (CRA) to obtain the necessary
consents to the dissolution and the subsequent delisting of its units.
In addition the Corporation has filed a claim with a municipality for $217,000
of levy credits relating to a property that it had previously sold. Although
there is no assurance of the ultimate amount that may be realized and the timing
of that recovery, the Corporation will delay the dissolution process until this
matter is resolved. This potential recovery will be recorded when received,
given the uncertainty of any collection.
In accordance with Section 1400 of the Canadian Institute of Chartered
Accountants Handbook, General Standards of Financial Statement Presentation,
effective June 30, 2009, the Company changed the basis of preparing its
financial statements from a going concern basis to a liquidation basis.
The financial statements for periods prior to June 30, 2009, have been prepared
on a going concern basis. The going concern basis of presentation assumes
continuity of operations, realization of assets and satisfaction of liabilities
in the ordinary course of business, and does not purport to show, reflect or
provide for the consequences of the Company's intention to liquidate.
The Company has presented on a liquidation basis the balance sheet as at
September 30, 2009, and the statement of operations and comprehensive income and
deficit, and cash flows for the three and nine months ended September 30, 2009.
The comparative balance sheet figures as at December 31, 2008, and the results
of operations for the three and nine months ended September 30, 2008 are not
comparable because they were prepared based on a going concern basis.
2. Cash and cash equivalents
Investments are held in either banker's acceptances or term deposits with major
Canadian banks in order to minimize any credit risk.
3. Income taxes
The following table reconciles income taxes calculated at the current Canadian
federal and provincial tax rates with the Company's income tax expense.
Nine months ended
-----------------
September 30, 2009 September 30, 2008
------------------ ------------------
Income (loss) before income taxes $ (368) $ (30)
------------------ ------------------
Expected income taxes (recovery) $ (133) $ (11)
Permanent differences 141 $ (432)
------------------ ------------------
Income tax provision/(recovery) $ 8 $ (443)
------------------ ------------------
As there is no assurance that the Corporation will be able to recover any
further amounts relating to current years losses, it has eliminated the assets
relating to income tax recoveries.
4. Capital Stock
The Company' capital stock consists of Class A special shares and Class B common
shares. The Class A special shares are transferable with and only with the
associated Class B common shares and trade as one unit (JPL.UN). Accordingly,
the Company's earnings per share have been calculated using the number of Class
B common shares outstanding of 35,631,932. There have been no changes to the
shares outstanding during the nine months to September 30, 2009.
Number of shares
----------------
Class A
Class B Common Special Amount
-------------- ------------- --------
Issued and outstanding at
September 30, 2009 35,631,932 2,316,075,580 $23,115
5. Capital Management
The mandate for the Corporation is to dispose of its assets in a manner that
maximizes value and distributes the net proceeds realized from those assets to
shareholders in a timely fashion.
The Corporation's remaining assets are almost entirely its cash balances.
6. Subsequent event
The Board of Directors has approved an interim cash distribution equivalent to
$0.10 per unit through the redemption of 10 of the 65 Class A Special shares
that are currently included in each unit. This distribution will be paid on
December 21, 2009 to the unit holders of record as at the close of business on
December 7, 2009. The ex-redemption date for trading of the Units will be
December 3, 2009 and each Unit will then consist of 55 Class A Special shares
and one Class B Special share.
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