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the good thing is that Nigel John Cornick is a public figure in Thailand who was a former CEO of a listed company in Thailand who happens to be connected to bankers.
connections are very important in emerging markets.... GLTA!
i agree.. considering we've connected the dots ie nigel john cornick who has been accumulating the shares lately, standard chartered who offered buy out of the loan from TMB Bank. There must be a compelling reason. GLTA!
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=56523611
minimum of $0.04 par value of the shares...
Small Details (but could give us some hindsights)
Noticed that Nigel John Cornick's residence address is in Thailand
http://www.sec.gov/Archives/edgar/data/50601/000119312510160895/dsc13g.htm
Item 2(a). Name of Person Filing.
Nigel John Cornick
Item 2(b). Address of Principal Business Office or, if none, Residence.
32/1-4, Four Wings Mansion Apartment 20B, Sukhumvit Soi 3 Road, Klongtoey-Nua Wattana, Bangkok 10110, Thailand
***
Noticed that Innovex (Thailand) Limited's address is also in Thailand
http://www.sec.gov/Archives/edgar/data/50601/000115752310001976/a6242752ex10_1.htm
Innovex (Thailand) Limited_____________________ Petitioner hereby submits this Petition for the reorganization of the business of Innovex (Thailand) Limited Debtor with the details as follows.*
[x] Corporate Registration No. _________________0515539000230_____________________
Residing at No. 79 Moo 4 I-EA-T Free Zone, Northern Industrial Estate, Tumbol Banklang, Amphur Muang, Lamphun, Thailand
***
And who is Nigel John Cornick?
He's a former Chief Executive Officer of Raimon Land (a listed company in Thailand).
http://www.raimonland.com/RLengV2/mediacenter/mediacenter_press_details.asp?id=140
And who are the people in the picture?
included - Luecha Sukrasebya, Executive Vice President of TMB Bank Plc
Does TMB Bank Plc rings a bell?
included - Commercial Real Estate, South Asia of Standard Chartered Bank
Does Standard Chartered rings a bell?
***
In summary, he's out to take over the parent company and bring the subsidiary out of bankruptcy. He's well connected in Thailand which is very important for the turnaround of the subsidiary in Thailand and the parent company. He sees value in this company that's why he's accumulating or has accumulated.
GLTA!
New Institutional Holdings (30 June 2010) and Charts Annotated
New Institutional Holdings as at 30 June 2010
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=56518882
Institutions who have added TRMAQ in their portfolio (13F Filing) as at June 30, 2010. These are new positions.
Charts - Annotated
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=56506909
TRMAQ shares is the closest thing where retail investors can trade vis-a-vis the debentures which my TD Ameritrade can't even recognize (TMAR.GH)... GLTY!
TRMAQ – Reorganization Plan Due 12/23/10
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=56467191
TRMAQ – Reorganization Plan Due 12/23/10
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=56467191
TRMAQ – Reorganization Plan Due 12/23/10
Summary
Recent events are taking place in favor of TRMAQ’s possible exit from Chapter 11 by December 23, 2010 as follows:
(i) (November 5, 2010) “D” rating was withdrawn by Standard & Poor’s Rating Services on TRMAQ and its indirect subsidiary Trico Supply AS. D rating is the lowest rating a company can get ie D: has defaulted on obligations and S&P believes that it will generally default on most or all obligations. The removal is good news to TRMAQ.
(ii) (November 2, 2010) TRMAQ and Trico Shipping executed a Forbearance Agreement with Deutsche Bank National Trust Company. This is good news as in the context of a mortgage process, forbearance is a special agreement between the lender and the borrower to delay a foreclosure.
(iii) (November 8, 2010) Imperial Capital research analyst Randy Laufman which has been covering TRMAQ since 2008 has published a research report on TRMAQ reiterating BUY.
Catalysts for Upside Potential
(i) Based on precedent, TRMAQ may be able to exit Chapter 11 proceedings and as shown in their previous Chapter 11 proceedings in 2004, existing shareholders may be able to receive warrants or achieve certain degree of recovery.
(ii) Many economists are projecting recovery from current recession in 2011. Since much of the company’s earning potential is dependent on dayrates and utilization levels of offshore oil and gas drilling activity, we may see increased earnings as economy picks up which correlates to increase in energy prices as demands picks up and eventually translates to increase in drilling activity. In summary, could strengthen company’s operations.
(iii) The rest, they say, history (or the chart) could repeat itself ie after exit from Chapter 11 proceedings in 2005, shares of TRMAQ peaked at US$43.42 per share in April 2009.
Brief Company Profile
TRMAQ was incorporated in 1993 to provide supply boat and other marine services for offshore oil & gas. An over-expansion in the early 2000s resulted in a prepackged bankruptcy filing on 12/21/2004 which converted a senior note issue representing more than 80% of Trico’s debt into 100% equity ownership (before dilution).
The company once again expanded and diversified into subsea services, trenching and protection in 2008 by acquiring Active Subse, DeepOcean SA and CTC Marine Projects Ltd. (a DeepOcean subsidiary). The timing of these transforming acquistions was financially unfortunate. They were for cash, (approximately $1.1 billion), mostly debt financed, and completed just befor ethe energy peak in 2008, followed by the recession and credit crunch of 2009.
TRMAQ has experienced weaker-than-expected performance in 2009 and first 2 quarters of 2010 due to recession and has been unable to reduce the company’s high level of leverage. Due to the disappointing operating resultings, the company has filed a Voluntary Chapter 11 releif at the Bankruptcy Court of Delaware on 8/25/2010.
Results of 2004 Chapter 11 Proceedings
It is important to note that during the previous Chapter 11 proceedings in 2004, the shareholders were not completely wiped out. Shareholders received warrants to buy up to 10% of the shares of the new reorganized TRMAQ. After the proceedings, shares of TRMAQ peaked at US$43.42 per share in April 2009 (see chart above).
Accordingly, at a minimum, we should expect similar recovery as this one.
COMPANY NEWS; COURT APPROVES TRICO MARINE BANKRUPTCY PLAN
Published: January 20, 2005
http://query.nytimes.com/gst/fullpage.html?res=9F04E4DB1038F933A15752C0A9639C8B63&ref=trico-marine-services-inc
Trico Marine Services, which transports equipment to offshore oil rigs, won court approval of a plan to exit bankruptcy that will wipe out $270 million in debt and give bondholders a majority stake in the company. Judge Stuart M. Bernstein of Federal Bankruptcy Court in Manhattan confirmed the plan yesterday, less than one month after Trico filed for bankruptcy protection. Under the plan, Trico's bondholders will get at least 82.5 percent of company's stock. Shareholders will get warrants to buy up to 10 percent of the shares, with management getting options for the rest. Trico is based in Houma, La
TRMAQ “D” Credit Rating Withdrawn
http://www.tradingmarkets.com/news/stock-alert/trmaq_trma_s-amp-p-ends-trico-marine-services-ratings-1289576.html
On November 5, 2010, Standard & Poor’s Ratings Services said that it withdrew its “D” corporate credit ratings and other ratings on Trico Marine Services Inc. and its indirect subsidiary Trico Supply AS.
It also withdrew the “D” issue-level rating and ‘2” recovery rating on indirect subsidiary Trico Shipping AS’s senior secured notes.
D rating is the lowest rating a company can get ie D: has defaulted on obligations and S&P believes that it will generally default on most or all obligations. The removal is good news to TRMAQ.
http://en.wikipedia.org/wiki/Standard_%26_Poor%27s
TRMAQ: Imperial Capital Buy Reiteration
On November 8, 2010, Imperial Capital research analyst Randy Laufman has published a research report on TRMAQ: Reiterating BUY (see Bloomberg screenshot below). Previously, he published 2 separate reports dated June 15, 2010 and March 3, 2010, with the latter on BUY ratings on TRMAQ’s secured notes.
At the time of writing this post, copies of the November 8 and June 15 reports are not yet freely available.
Trico Shipping Indenture Forbearance
http://www.sec.gov/Archives/edgar/data/921549/000095012310102381/h77519e8vk.htm
Trico Marine Services, Inc. (the “Company”) and Trico Shipping AS (“Trico Shipping”), an indirect, wholly-owned subsidiary of the Company, determined that the following obligations under the Indenture dated as of October 30, 2009 between Trico Shipping, the Company, the other guarantors specified therein, and Deutsche Bank National Trust Company (as successor trustee to Wells Fargo Bank, N.A.), (the “Trustee”), as amended by the First Supplemental Indenture dated as of June 25, 2010 and the Second Supplemental Indenture dated as of September 21, 2010 (as so amended, the “Indenture”) have not been or will not be satisfied (the “Indenture Subject Defaults”): (i) the interest payment due November 1, 2010 with respect to Trico Shipping’s 117/8% Senior Secured Notes due 2014 (the “Senior Secured Notes”), (ii) the Quarterly Report on Form 10-Q of the Company required to be filed for the third quarter of 2010 will not be filed by November 9, 2010, (iii) Trico Shipping and the guarantors will not have the required $20,000,000 of liquidity as of October 31, 2010, and (iv) the LTM Consolidated Cash Flow (as such term is defined in the Indenture) of Trico Supply AS did not meet the required level of $45,900,000 as of September 30, 2010. Accordingly, on November 2, 2010, Trico Shipping, certain of its subsidiaries and affiliates and certain holders of, or legal or beneficial owners of, or the investment manager with discretionary authority with respect to, the Senior Secured Notes (collectively, the “Consenting Holders” and each, a “Consenting Holder”), executed a Forbearance Agreement (the “Indenture Forbearance”).
Under the terms and conditions of the Indenture Forbearance, each Consenting Holder severally agreed that until the Indenture Forbearance has been terminated, it will not, as a result of the Indenture Subject Defaults, or any Default or Event of Default (as such terms are defined in the Indenture) arising therefrom: (i) direct the Trustee to pursue any right or remedy (including, without limitation, the acceleration of any obligation owing in respect of the Indenture and/or the Senior Secured Notes) against the Company, Trico Shipping or the guarantors under applicable law, the Security Documents (as such term is defined in the Indenture), the Senior Secured Notes or the Indenture, as applicable, or (ii) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Senior Secured Notes other than to enforce the Indenture Forbearance, provided, however, that nothing contained in the Indenture Forbearance waives, limits, impairs or restricts the ability of each Consenting Holder to protect and preserve its rights, remedies and interest in any bankruptcy cases of the Debtor Guarantors (as such term is defined in the Indenture). Under the terms of the Indenture Forbearance, the forbearance does not constitute a waiver of the occurrence or the continuance of any Event of Default that is a Subject Default and that has occurred and is continuing, and each Event of Default that has occurred will continue to exist unless and until cured or waived by the Consenting Holders pursuant to the terms of the Indenture. Each Consenting Holder also severally agreed that until the Indenture Forbearance has been terminated, in the event that any holder of the Senior Secured Notes acts to accelerate or otherwise declare all of the notes to be due and payable immediately, the Consenting Holder will, by notice to the Trustee, act to rescind such acceleration or declaration and its consequences.
The Indenture Forbearance terminates effective immediately upon the earliest to occur of (i) any action to exercise any right or remedy against a material part of the collateral securing the Senior Secured Notes by any party, other than the Trustee, or any holders of the notes, or the commencement of any insolvency proceedings by or against Trico Supply AS, Trico Shipping or any guarantor other than Debtor Guarantors; (ii) failure of the Credit Parties (as such term is defined in the Indenture) to enter into a support agreement and term sheet with the holders of a majority of the principal amount of the Senior Secured Notes with respect to the Restructuring (as such term is defined in the Indenture Forbearance) by November 8, 2010; (iii) the occurrence or existence of any Default or Event of Default other than the Indenture Subject Defaults; (iv) the entry into any agreement by Trico Shipping or any of its subsidiaries, or the announcement of any negotiations or discussions regarding an intention, to incur any indebtedness or other capital infusion, in each case other than with the holders of the Senior Secured Notes; (v) the failure of the guarantors, Trico Shipping or any of its subsidiaries to comply with any term, covenant or condition applicable to any of them (including the breach of any representation or warranty by any of them) in the Indenture Forbearance; or (vi) November 19, 2010.
Tax Loss Carryforwards and Insider/Institutional Ownership
Summary:
The bankruptcy filing listed insiders and institutions holding 5% or more in order to restrict certain transfers of equity interests in the company during bankruptcy to preserve the Company’s net operating losses (“NOLs”), which totaled approximately $38,600,000 as of March 31, 2010. Under section 382 of the Internal Revenue Code of 1986, as amended, transfers by persons or entities holding five percent or more of the Company’s outstanding equity interests could impair or permanently eliminate the Company’s NOLs. Additionally, transfers of claims against the Company by persons or entities who may receive five percent or more of the reorganized Company’s stock pursuant to a bankruptcy plan of reorganization may impair or permanently eliminate the Company’s NOLs.
At the time of writing this post, none of the insiders holding equity interest of 5% or more have sold which increases the likelihood that the NOLs of the company will be preserved.
GLTA as we approach 29 November 2010!
Supports
Tax Loss Carryforward
If you read JLIC’s 10-Q filing for March 31, 2010, Note 18 discusses JLIC’s net operating loss carry forwards of $38.6m (estimated $0.89 per share on full recovery) which expire in years 2022 through 2030 which may be utilized if the company successfully comes out of chapter 11 without a change .
http://www.sec.gov/Archives/edgar/data/1094320/000114420410028298/v185534_10q.htm
18. INCOME TAXES
The current loss for the three months ended March 31, 2010 results in an increase in the Company’s net operating loss carryforward and causes the net deferred tax assets to increase by $1,444,000 to $15,894,000 at March 31, 2010 from $14,450,000 at December 31, 2009. Management increased the valuation allowance to $13,777,000 or a net of $2,117,000, resulting in no deferred taxes for the three months ended March 31, 2010.
The Company has net operating loss carry forwards for federal tax purposes of approximately $38,600,000 which expire in years 2022 through 2030. The amount deductible per year is limited to $576,000 on carryforward losses of approximately $4.4 million and unlimited on the remaining carryforward losses under current tax regulations.
http://www.unclefed.com/ForTaxProfs/irs-regs/1999/td8825.html
Insider/Institutional Ownership
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=56141261
Shares held by each of the JLIC’s officers and directors (equivalent to about 24% of O/S) are as follows:
Alan Weichselbaum
- Former CEO, CFO holds 470,000 shares
- Wexus Capital holds 3,869,969 shares
- Gimmel Partners holds 484,848 shares
Steve Rabinovici
- Chairman holds 0 shares
- EFH Partners holds 3,189,422 shares
Mark Wilton
- Director holds 2,324,111
Per Court Filing
As reported by Bloomberg - none has sold yet...
this is good news... it seems that the creditors are being supportive of Trico since the beginning...
see DD on sticky post.... in chap 11 anything goes... but as of now, it's good to know that merger is still pending. It could be one of the possibilities.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=56242654
Merger with Tri-Artisan
JLIC has announced it in their 10-K and has issued a press release about it but has never issued a press release about its cancelation. Hence, there could be a possibility that it is still on. Remember that the merger is a friendly takeover by JLIC through issuance of preferred stock and debt. This may appear in the upcoming Chapter 11 Plan.
The Company has reached an agreement-in-principle for a combination transaction with Tri-Artisan Capital Partners, LLC, a New York based merchant bank engaged primarily in private equity investment and mergers and acquisitions advisory services for corporate, private equity sponsor and institutional investor clients. The transaction is subject to negotiation and execution of definitive agreements, Board and shareholder approvals of Jesup & Lamont and unitholder approvals of Tri-Artisan, and required regulatory approvals. The transaction also contemplates, as a condition of closing, completion of an equity capital raise to fund the combined company’s growth plan. Board of Directors and management positions will be equally shared in the combined firm, with Steve Rabinovici serving as Jesup Lamont TriArtisan’s Chairman, and Alan Weichselbaum and Gerald H. Cromack as Co-Chief Executive Officers of the combined firm. The combined firm will, upon closing of the transaction, be renamed and do business as Jesup Lamont TriArtisan, Inc. The transaction is anticipated to close in the third quarter of 2010.
so.. they could have missed the '000s.. that's good.. GLTA!
it can't be outdated... please see link on my previous message...
The question is whether they missed out the 3 leading 0s to make it 700m shares... but since the filing is current, it's good to know that an institution owns this share...
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
July 12, 2010
Date
/s/ Jane E. Washington
Signature
Jane E. Washington, VP Trust Operations
Name/Title
Wells Fargo Advisors LLC filed 13G for reporting period June 30, 2010 claiming beneficial ownership of 706,900 shares. What I don't understand is they are claiming 12.08% beneficial ownership considering the level of O/S here. GLTA!
http://www.sec.gov/Archives/edgar/data/72971/000007297110000943/wf_copperking-21750m109.htm
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 706,900
(b) Percent of class: 12.80%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 500,000
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 500,000
(iv) Shared power to dispose or to direct the disposition of 206,900
did Kip paid $134,608.88 worth of delinquency taxes to make that shell worth investing?
this shell, he did pay that amount of taxes.. wonder about the other shell... how strong the evidence was?
you were lucky.. i was waiting to buy more at that price and you beat me by a few minutes.. i can't believe we only have 81k shares weak hands... GLTU
It wilL create PANIC only for those who doesn't see the value of this SHELL... I can see the writings on the wall... This SHELL has so much potential value... Even if it is not Globalfoundries, this one is ripe for an R/M candidate.. current, no taxes due, in good standing... at this price, it's a GIFT...
GLTA!
It's an electronic form. What did he do - COPY (CTRL+C) and PASTE (CTRL + V). Hello??? It makes me laugh and puke! I wasn't born yesterday...
The taxes paid to make the company current, where did he get the money? From his pocket?
LOL! GLTA! I ain't selling my shares...
JLIC - Intrinsic Value
Most people are only seeing JLIC's chapter 11 filings at face value. As I've said in my previous posts, trading Q's is not an investment, it's a trade (ie bet, gamble or whatever you call it).
I've done my DD on this stock and I'm holding through the filings and betting that commons will stay intact. Aside from looking at it at face value (ie assets, liabilities, etc), I also looked at its intrinsic values ie possibility of merger (not yet ruled out), becoming a shell, the institutional investors behind JLIC, the insiders, the technology, etc..
Let me summarize the salient points as follows:
Supporting links:
10-Q
http://www.sec.gov/Archives/edgar/data/1094320/000114420410028298/v185534_10q.htm
10-K
http://www.sec.gov/Archives/edgar/data/1094320/000114420410016274/v178870_10k.htm
****
Merger with Tri-Artisan
JLIC has announced it in their 10-K and has issued a press release about it but has never issued a press release about its cancelation. Hence, there could be a possibility that it is still on. Remember that the merger is a friendly takeover by JLIC through issuance of preferred stock and debt. This may appear in the upcoming Chapter 11 Plan.
The Company has reached an agreement-in-principle for a combination transaction with Tri-Artisan Capital Partners, LLC, a New York based merchant bank engaged primarily in private equity investment and mergers and acquisitions advisory services for corporate, private equity sponsor and institutional investor clients. The transaction is subject to negotiation and execution of definitive agreements, Board and shareholder approvals of Jesup & Lamont and unitholder approvals of Tri-Artisan, and required regulatory approvals. The transaction also contemplates, as a condition of closing, completion of an equity capital raise to fund the combined company’s growth plan. Board of Directors and management positions will be equally shared in the combined firm, with Steve Rabinovici serving as Jesup Lamont TriArtisan’s Chairman, and Alan Weichselbaum and Gerald H. Cromack as Co-Chief Executive Officers of the combined firm. The combined firm will, upon closing of the transaction, be renamed and do business as Jesup Lamont TriArtisan, Inc. The transaction is anticipated to close in the third quarter of 2010.
Net Operating Loss Carryforwards
If JLIC becomes a shell, it will be a prime candidate for reverse merger due to its net operating loss carry forwards amounting to about $38.6 million subject to meeting certain tax requirements of course, which should be considered by the acquirer.
18. INCOME TAXES
The current loss for the three months ended March 31, 2010 results in an increase in the Company’s net operating loss carryforward and causes the net deferred tax assets to increase by $1,444,000 to $15,894,000 at March 31, 2010 from $14,450,000 at December 31, 2009. Management increased the valuation allowance to $13,777,000 or a net of $2,117,000, resulting in no deferred taxes for the three months ended March 31, 2010.
The Company has net operating loss carry forwards for federal tax purposes of approximately $38,600,000 which expire in years 2022 through 2030. The amount deductible per year is limited to $576,000 on carryforward losses of approximately $4.4 million and unlimited on the remaining carryforward losses under current tax regulations.
Existing Technology
If you read page 4 of 10-Q filing:
The Company has invested in back office and field operations systems along with an integrated accounting system to enhance ability to grow and provide the independent and employee financial advisor base and their clients with up-to-date on-line information management. These systems provide the Company’s back office support personnel with the tools to greatly increase productivity without significantly increasing personnel and other service costs. This will allow the Company to service a significantly larger volume of business through a greater number of financial advisors.
If I recall correctly, Lehman Brothers filed bankruptcy when the DOW is at around 11,400. The biggest mistake of the government then was to let a big institution like that to fail which had ripple effect on the economy and sentiment of investors leading to the collapse of institutions like JLIC. Hence, after learning such lesson, the government introduced "stimulus packages" for those "too big to fail" institutions. DOW is currently at 11,170 at the time of this writing and I believe that it has overcome the 11,000 psycological resistance. The next psycological resistance would be around 11,400 (the index when Lehman Brothers collapsed). After this, we would probably get back market confidence and enter a new bull market (cyclical). Once we enter a new bull market, we will see influx of retailers entering the stock market again and some independent service companies or new companies will emerge and will look for companies like JLIC which has existing backbone and technology they require to expand.
Trademark and Customer Lists
For many businesses, hard assets like equipment, vehicles, land, buildings, and inventory may be limited. However, for most service companies like JLIC, there may be no hard assets at all. Instead, their value is based on intangibles like employees, business processes, customer lists, location and business relationships.
In M&A (Merger and Acquistion), a (monetary) value is always assigned to these and these are very important.
Insiders and Institutions behind JLIC
Over the course of trading Q's, I've always looked at the insiders and institutions behind the company during the course of bankruptcy, the level of their ownership and their ability to provide the necessary capital or resources to enable the company to come out of bankruptcy.
So, one must ask and research who are EFH Partners LLC, Wexus Capital, Loab Capital, Legent Group LLC, etc...
***
Finally, as a reminder, please perform due diligence when you trade a particular stock. As I've said, I've done my DD. I'm not seeing the company (JLIC) at face value but by its intrinsic value. So long as the commons remain intact, I'll be holding my shares.
These are my opinion for now and my opinion could change once I see the Chapter 11 Plan due on November 29, 2010. For now, I accept and I recognize the fact that we will have a very rough ride until November 29, 2010.
Good Luck to All!
RBD317
JLSC is subject to FINRA rules in liquidation. JLIC is subject to different rules. Many things could happen when they release chap 11 plan by month end ie merger (not yet ruled out), additional capital or debt by insiders (institutional investors), etc. We need to dig in who are those institutions or insiders and whether they have the ability to provide resources to JLIC.
JLSC may not be bankrupt at all. It just fell short of net capital ratio of 15 to 1. I suspect JLIC will get some distribution when the assets are liquidated. Do you have the balance sheet of JLSC somewhere in the filing?
They are consolidated figures. We need to extract JLIC's financial position only.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=56227375
JLIC is supposed to file a parent company balance sheet only as it is a separate legal entity and it's assets are separate and distinct from its subsidiaries (which are also separate legal entities - see discussions below).
Goodwill appears only when you combine and consolidate the financial statements. It does not appear in the separate financial statements of the parent company (JLIC).
Further, the court filings does not have the details yet of the assets but more of the liabilities ie list of creditors because they will get the first distribution. It was supposed to be due August 31, but so far, I could not get a copy of it.
I guess we'll know by November 29, 2010.
In the consolidated financial statements, there's goodwill, trademarks and customer lists listed. Since the two subsidiaries are under liquidation in accordance with FINRA rules, JLIC should have written down the value of the investment in the two subsidiaries to zero/nil or to recoverable value (rule in accounting).
From what I understood before the two subsidiaries were not allowed to conduct business, they were still in the net asset positions. It's just that they fail the Net Capital Rule (see below).
JLSC and EFG are securities brokerage firms registered with the SEC, and are therefore also members of and subject to the rules of FINRA. The SEC imposes a Uniform Net Capital Rule 15c3-1 (Net Capital Rule), which requires the maintenance of minimum capital requirement and that the ratio of aggregate indebtedness to net capital not exceed 15 to 1.
Per Court Filing:
JLIC’s assets include several bank accounts with minimal balances, security deposits held by landlords in connection with leases to for office space, and balances due on loans made to and promissory notes owed by former employees.
Per my previous 2 posts:
(i) EFG is filing a contemporaneous voluntary petition for relief under chapter 7 of the Bankruptcy Code.
(ii) JLSC is in the process of winding down its business in accordance with FINRA guidelines.
http://www.investopedia.com/terms/c/corporation.asp
What Does Corporation Mean?
A legal entity that is separate and distinct from its owners. Corporations enjoy most of the rights and responsibilities that an individual possesses; that is, a corporation has the right to enter into contracts, loan and borrow money, sue and be sued, hire employees, own assets and pay taxes.
The most important aspect of a corporation is limited liability. That is, shareholders have the right to participate in the profits, through dividends and/or the appreciation of stock, but are not held personally liable for the company's debts.
***
http://www.investopedia.com/terms/c/consolidatedfinancialstatement.asp
What Does Consolidated Financial Statements Mean?
The combined financial statements of a parent company and its subsidiaries.
Investopedia explains Consolidated Financial Statements
Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge the overall health of an entire group of companies as opposed to one company's stand alone position.
***
GLTU
Proof of MM Manipulation!!!! We're going higher!
Noticed during the day that they manipulated the price lower on BUYs... unusual....
http://www.thetradenews.com/1719
we have a bid whacker.. someone needed $525..
JLIC – Holding Through the Chapter 11 Plan Due on November 29, 2010
(as at November 2, 2010)
Caveat
Based on my experience, trading shares of companies that have declared bankruptcy can lead to good profits or (huge) losses. I’ve been to both side of the trade and I only invest money I can afford to lose. Please read my Disclaimer appearing on the Signature box below. I urge you to perform your DD before trading a particular stock. I assume no responsibility or liability for your trading and investment results.
****
You can refer to my previous post as I’ll be summarizing here the reasons why I have a position on this stock.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=56141261
Catalysts for Upside Potential
(i) Court filings indicated that JLIC has no history of prior bankruptcy cases filed within the last 8 years. I’ve seen and traded companies which were in and out of bankruptcy and were able to survive. We will be able to know more information when they release the company’s Chapter 11 plan which is due by November 29, 2010.
(ii) JLIC’s petition listed assets of $41.2 million against debt totaling $24.6 million as at June 30, 2010 which may indicate potential recovery to common shareholders as JLIC is in a net asset position. JLIC stated further that its assets include several bank accounts with minimal balances, security deposits held by landlords in connection with leases to for office space, and balances due on loans made to and promissory notes owed by former employees.
JLIC is supposed to file a copy of Balance Sheet on August 31, 2010. Please note that I was not able to obtain a copy of the Balance Sheet as at June 30, 2010. Though, the liabilities listed seem to match the 10-Q filing for March 31, 2010. The asset listed as at June 30, 2010 that is listed in the filing is $10.6m more than the consolidated asset as at March 31, 2010.
I’ve searched for possible explanations and came out with the following assumptions for possible money flow:
- JLIC was still conducting operations through JLSC until June 18, 2010.
- Note 24 of 10-Q filing stated that during May 2010, the Company received approval from the NYSE Amex to issue approximately 9.3 million shares related to the capital subscriptions on the Company’s books as of March 31, 2010.
Also, please note that as stated in JLIC’s filing, the two subsidiaries are in the process of winding down their businesses in accordance with FINRA guidelines. This means, that the total assets listed by JLIC may be coming from the parent company only balance sheet and not from the consolidated balance sheet. So, we may be comparing apples and oranges here.
This makes sense because JLIC is a separate legal entity, distinct from its two subsidiaries and that its Chapter 11 petition will be handled separately as well.
http://www.investopedia.com/terms/c/corporation.asp
What Does Corporation Mean?
A legal entity that is separate and distinct from its owners. Corporations enjoy most of the rights and responsibilities that an individual possesses; that is, a corporation has the right to enter into contracts, loan and borrow money, sue and be sued, hire employees, own assets and pay taxes.
The most important aspect of a corporation is limited liability. That is, shareholders have the right to participate in the profits, through dividends and/or the appreciation of stock, but are not held personally liable for the company's debts.
(iii) High level of ownership from insiders and institutional investors may mean higher recovery for commons. (see previous posts for details).
Also, if you look at page 41 of Form 10-K for December 31, 2009, Item 12 Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters indicated 45.2% beneficial ownership interest (which includes the value of underlying options and warrants outstanding). This means that none or very few of them have exited positions.
http://www.sec.gov/Archives/edgar/data/1094320/000114420410016274/v178870_10k.htm
(iv) If JLIC is able to survive with commons intact or becomes a shell, I still see value on the shell with respect to the following:
NOLCO and Potential Merger
If you read JLIC’s 10-Q filing for March 31, 2010, Note 18 discusses JLIC’s net operating loss carry forwards of $38.6m (estimated $0.89 per share on full recovery) which expire in years 2022 through 2030 which may be utilized if the company successfully comes out of chapter 11 and merge with Tri-Artisan Capital Partners or any company when it becomes a shell.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=53004054
http://www.sec.gov/Archives/edgar/data/1094320/000114420410028298/v185534_10q.htm
Page 30 of 10-Q Filing for March 31, 2010
The Company has reached an agreement-in-principle for a combination transaction with Tri-Artisan Capital Partners, LLC, a New York based merchant bank engaged primarily in private equity investment and mergers and acquisitions advisory services for corporate, private equity sponsor and institutional investor clients. The transaction is subject to negotiation and execution of definitive agreements, Board and shareholder approvals of Jesup & Lamont and unitholder approvals of Tri-Artisan, and required regulatory approvals. The transaction also contemplates, as a condition of closing, completion of an equity capital raise to fund the combined company’s growth plan. Board of Directors and management positions will be equally shared in the combined firm, with Steve Rabinovici serving as Jesup Lamont TriArtisan’s Chairman, and Alan Weichselbaum and Gerald H. Cromack as Co-Chief Executive Officers of the combined firm. The combined firm will, upon closing of the transaction, be renamed and do business as Jesup Lamont TriArtisan, Inc. The transaction is anticipated to close in the third quarter of 2010.
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To date, I have not heard from JLIC nor Tri-Artisan of the cancelation of the merger. Since JLIC is now undergoing Chapter 11, the deal may be delayed until after Chapter 11 proceedings are closed. Unless, I hear any cancelation, I think the merger is still on the table and would be a good fit for both companies as JLIC’s trademark has value and JLIC is already a publicly listed company.
Alternatively, the merger could be part of the Chapter 11 plan to be submitted on November 29, 2010.
Risks
The only risk I see in owning this stock is for the above catalysts not to materialize and this becomes worthless in my view. Hence, I only put money here that I can afford to lose. But for now, I see some value even if it becomes a shell. Thus, I'm holding through the company's Chapter 11 plan due by November 29, 2010 together with those insiders and institutions.
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GLTA
trading Q's is a high risk bet because you'll never know the outcome of court proceedings. high risk = high rewards if you hit the right one.
i buy positions on stocks after analyzing the information i have on hand.
GLTY.
I will post further analysis later. GLTA!
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=56172891
Ok. I'm analyzing the accounting numbers vs court filing numbers and will post later. Please note that JLIC is filing bankruptcy as a separate legal entity (separate and distinct from its subsidiaries) thus, assets and liabiliities are lower than consolidated FS. i hope your numbers are based on parent company FS only and not consolidated figures.
JLIC's liabilities as shareholder of its subsidiaries is limited to its capital contribution to the subsidiaries plus any corporate guaranty it provided to the subsidiaries.
GLTA
it was stxg transferring 10 shares to each other at 3:49pm.. lol.. manipulation...
JLIC - i just posted information on what i currently have and game some personal view. if jaxstraw has some information, please feel free to post it. GLTU.
i'm holding my shares, did my DD with links, betting few $$.. GLTY.
10K shares crossed by stxg before the close (3:49).. no worries.. they can't get any shares at this point.GLTA.
so far NITE crossed traded 861,700 shares.. can't fool me.. GLTA!
http://www.thetradenews.com/1719
EXACTLY! That's the reason why Insiders have high level of ownership... GLTA!
I took out 0.12 with only 2,500 shares.. GLTA..