Jannock Properties Limited (TSX VENTURE: JPL.UN) today reported a
net loss for the year of $215,000 ($0.01 per share) compared with
net earnings of $423,000 ($0.01 per share) in 2008. Operating
activities for the year ended December 31, 2009 used cash of
$314,000 compared with a cash usage of $12,000 for the same period
in 2008.
Effective June 30, 2009, the Company changed the basis of
preparing its financial statements from a going concern basis to a
liquidation basis.
The status of the voluntary liquidation process is set out later
in this release.
Liquidation basis of accounting
The Company has presented on a liquidation basis the balance
sheet as at December 31, 2009, and the statement of operations and
comprehensive income and deficit, and cash flows for the twelve
months ended December 31, 2009. The comparative balance sheet
figures as at December 31, 2008, and the results of operations for
the year ended December 31, 2008 are not comparable because they
were prepared on a going concern basis.
Revenue
Income in 2009 consisted of interest earned on investments of
surplus cash of $19,000 and a recovery of development costs of
$216,000 for municipal fees on a property that had previously been
sold. The proceeds for the recovery of development costs were
received in March 2010. In the same period last year, interest
earnings included interest earned on cash surpluses of $172,000
plus interest earned on income tax recoveries of $11,000.
General and Administration Expenses
In 2009 general and administrative expenses were $443,000
compared with $236,000 incurred in 2008. 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 2009 amount to $8,000 compared to
recoveries of $477,000 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.
Net income
Net loss for 2009 was $215,000 ($0.01 per share) compared with
net income of $423,000 ($0.01 per share) for the same period in
2008.
Cash Flows
Net operating cash used by operating activities in 2009 amounted
to $314,000 compared to cash used by operating activities of
$12,000 in 2008.
-- Cash receipts in 2009 were $43,000 and included $24,000 of income tax
recoveries and $19,000 of interest received from the investment of cash
surpluses. In 2008 cash receipts were $643,000 and included $451,000 of
income tax refunds, $181,000 of interest received from the investment of
cash surpluses and $11,000 interest on income tax refunds.
-- Cash payments in 2009 were $357,000 for administrative expenditures. In
2008, cash payments were $655,000 and included income tax payments on
2007 income of $443,000 and administrative expenditures of $212,000.
Distributions
In 2009 the Corporation made a distribution to shareholders
through the redemption of 356,319,320 Class A Special Shares at
$0.01 per Class A Special Share amounting to $3,564,000, which is
equivalent to $0.10 per Class B Common Share. There were no
distributions to shareholders in 2008.
Capital Structure
The number of Class B Common Shares outstanding is 35,631,932.
Currently there are 55 Class A Special Shares that are associated
with each Class B Common Share. The combination of one Class B
Common Share and 55 Class A Special Shares is listed as a unit on
the TSX Venture Exchange (trading symbol: JPL.UN).
The Corporation has been advised by the TSX-Venture Exchange
that it will be transferred from a Tier 1 listing to a Tier 2
listing.
Voluntary Dissolution
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. The Corporation had
anticipated a dissolution date of October 30, 2009 but the process
has taken much longer than originally expected due to the delay in
receiving the refund of municipal fees. The Corporation is actively
working to complete the dissolution as soon as possible.
The remaining steps to dissolve the Corporation are:
1. The Corporation is in the process of applying to the Canada Revenue
Agency (CRA) for:
a. clearance certificates to confirm that no taxes are payable or
remittable up to the Dissolution Date.
b. a letter of consent to the Dissolution.
2. The Board of Directors will set a record date for the purpose of
determining the Shareholders that are entitled to participate in the
distribution of assets of the Corporation upon the Dissolution and will
issue a press release announcing the Dissolution Record Date.
3. The Corporation will request the TSX-V exchange to cease all trading of
its units after the Dissolution Record Date.
4. After all obligations and liabilities of the Corporation have been
satisfied, the remaining assets (cash balances) of the Corporation will
be distributed among the Shareholders on a pro-rata basis through the
redemption of Special Class A shares.
5. After the Corporation has obtained the necessary consents and clearance
certificates from CRA, the Corporation will file articles of dissolution
with the Companies and Personal Property Security Branch, Ontario
Ministry of Government Services and, upon acceptance of the articles, a
certificate of dissolution will be issued. After the certificate of
dissolution is issued, all of the shares in the capital of the
Corporation will be cancelled.
6. Following the issuance of the certificate of dissolution, the
Corporation will request that the TSX-V delist the trading of all units.
Currently the Corporation's only significant asset is its cash
in the bank. The estimated net cash balance after the payment of
remaining liabilities is equivalent to approximately 5.5 cents per
unit.
Other Corporate Items
The Corporation is headquartered in Mississauga, Ontario. 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.
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.
JANNOCK PROPERTIES LIMITED
Balance Sheet
(in thousands of Canadian dollars)
December 31 December 31
2009 2008
-----------
Assets
Cash and cash equivalents $ 1,935 $ 5,813
Amounts receivable 219 5
Future income taxes - 37
------------------------------
$ 2,154 $ 5,855
------------------------------
Liabilities
Accounts payable and accrued liabilities $ 127 $ 44
Income taxes payable - 5
------------------------------
$ 127 $ 49
------------------------------
Shareholders' Equity
Capital stock $ 19,551 $ 23,115
Contributed surplus 6,868 6,868
Deficit (24,392) ( 24,177)
------------------------------
$ 2,027 $ 5,806
------------------------------
$ 2,154 $ 5,855
------------------------------
JANNOCK PROPERTIES LIMITED
Statement of Income and Deficit
(in thousands of Canadian dollars, except per share amounts)
Year ended December 31
------------------------------
2009 2008
------------- -------------
Revenue
Interest income $ 19 $ 183
Recovery of development costs 216 -
------------- -------------
235 183
------------- -------------
Expenses
General and administrative 443 236
Foreign exchange loss (gain) (1) 1
------------- -------------
442 237
------------- -------------
------------- -------------
Income/(losses) before income taxes (207) (54)
Income taxes (recovery) 8 (477)
------------- -------------
Net income/(loss) for the year $ (215) $ 423
Deficit - Beginning of year $ (24,177) $ (24,600)
------------- -------------
Deficit - End of year $ (24,392) $ (24,177)
------------- -------------
------------- -------------
Basic and diluted income (loss) per share $ (0.01) $ 0.01
------------- -------------
------------- -------------
JANNOCK PROPERTIES LIMITED
Statement of Cash Flows
(in thousands of Canadian dollars)
Year ended December 31
----------------------------
2009 2008
---------- ----------
Cash provided by (used in)
Operating activities
Cash receipts
Income taxes refunds $ 24 $ 451
Interest received 19 192
------------ ------------
43 643
------------ ------------
Cash payments
Income taxes paid - (443)
Other payments (357) (212)
------------ ------------
(357) (655)
------------ ------------
------------ ------------
(314) (12)
------------ ------------
Financing activities
Redemption of capital stock (3,564) -
------------ ------------
( 3,564) -
------------ ------------
------------ ------------
Increase/(decrease) in cash and cash equivalents (3,878) (12)
Cash and cash equivalents - Beginning of year 5,813 5,825
------------ ------------
Cash and cash equivalents - End of year $ 1,935 $ 5,813
------------ ------------
------------ ------------
Cash and cash equivalents are comprised of
Cash $ 1,935 $ 113
Short term investments - 5,700
------------ ------------
$ 1,935 $ 5,813
------------ ------------
Contacts: Jannock Properties Limited Brian Jamieson (905) 821
4464 bjamie@jannockproperties.com
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