CHANGES in corporate names often make it difficult for the public, as it has for Duediligencer, to trace a company’s beginning.
Take, for instance, Jackstones Inc. It cannot be taken to be formerly Nextstage Inc., as it says it is, on the Philippine Stock Exchange (PSE) website. As a matter of fact, under “company description” Nextstage is formerly Pacemco Holdings Inc., which bought “100% of the capital of NXT.”
NXT was the market symbol of Nextstage that merged in 2001 with Pacemco Holdings with the latter as the surviving entity.
Apparently, Jackstones described itself as “formerly Nextstage” because Pacemco Holdings got its shares listed by changing its corporate name to Nextstage.
The story on corporate changes did not end with the Pacemco-Nextstage merger but with the Securities and Exchange Commission’s May 13, 2014 approval of JAS as Jackstones market symbol, which used to be NXT.
In 1964, when Pacemco Holdings was incorporated as Pacific Cement Co., a major name change took place. From a cement company, Pacemco became a holding company in December 2000.
Today, what used to be a cement company is simply Jackstones, which identified itself in a general information sheet (GIS) dated June 20 as a holding company.
Is Jackstones more public than others? In its GIS, it listed 552 Filipino stockholders who combine for ownership of 167.496 million common shares, or 99.9622 percent, and 13 foreigners who own 63,410 shares, or 0.038 percent, for a total of 167.559 million outstanding common shares.
Jackstones’ GIS as of June 20 showed Ketton Holdings Inc. as its top stockholder with 90.482 million common shares, or 54 percent. PCD Nominee Corp. held for beneficial stockholders 53.731 million common shares, or 32.079 percent.
In a public ownership report as of July 4, Jackstones listed two substantial or principal stockholders—Ketton with 90.482 million common shares, or 54 percent, and the estate of David T. Fernando, 20.824 million common shares, or 12.42 percent. Of 167.559 million outstanding common shares, the public owned 29.441 million shares, or 17.57 percent. The members of the company’s 9-person board held, either directly or indirectly, 26.811 million common shares, or 15.93 percent.
Being a listed company with small capitalization, Jackstones is also among the market’s thinly traded stocks. In 2015, it reported 31.179 million common shares traded for P103.362 million, or P3.325 per share; in 2014, 252.354 million shares were traded for P706.073 million, or P2.798 per share; and in 2013, 141.422 million shares were traded for P91.267 million, or P0.645 per share.
Lucky were the public who bought Jackstones shares in 2013 and held them to this day. Bought them at P0.645 per share, they are ahead by P1.595, or 247.287 percent. The closing price of Jackstones shares on Monday was P2.24. At the same closing price, Jackstones’ nine directors had paper wealth of P60.058 million computed on their ownership of 26.811 million shares.
Among Jackstones’ nine directors, Mariano Chua Tanenglian is the largest individual stockholder. His indirectly owned 10.054 million common shares, or 5.99 percent, had the market value of P22.52 million. The others and their individual holdings and their paper wealth include Aleta So Tanenglian with 8.378 million shares (4.99 percent) worth P18.767 million; Maximilian So Tanenglian with 1.676 million shares, Vandemir Carnegie Tan Say, Jonathan A. Ongcarranceja, Beryl Fayette Tanenglian Say and Adaline Daryl T. Ongcarranceja, who each indirectly owned 1.676 million sharesworth P3.753 million. Stillwell Tan Sy and Amando Musni Velasco, had direct holdings of 1,000 shares each, valued at P2.24 million.
Jackstones has long been non-operational and its public stockholders remain hoping that something would happen soon for them to be able to recoup their investments.
“As of March 31, 2016,” Jackstones said in a financial filing covering its financial performance in the first three months, “the corporation’s assets consist only of cash in the amount of P235,325 and input VAT of P764,240.” With so little cash, a company has nothing to invest.
In an interim financial statements that is not audited, Jackstones reported total assets of P995,585 against total liabilities of P17.21 million. Under equity, it listed 167.559 million shares as share capital, net of treasury shares, and share premium of P113.075 million. Despite its total capital of P280.634 million, its total equity remained negative at P16.21 million because of accumulated deficit of P296.844 million.
The share premium represents stockholders’ advances that have been converted into equity.
No business, no dividends
One thing the public stockholders may be waiting for is the implementation of the increase in the company’s authorized capital from P170 million to P1 billion. The capital increase approved by the board on January 8, 2014, and eventually ratified by stockholders, has since been pending.
In one filing still posted on PSE website, Jackstones informed stockholders that the SEC has already approved the change in its corporate name, extension of corporate file by another 50 years and change in the registered office address.
Ironically Jackstones failed to elaborate on its capital expansion to P1 billion. Perhaps, it would be safe to assume that the increase was in anticipation of the entry of new investors.
Unlike some listed companies, Jackstones does not have yet any significant strategic foreign partners. Definitely, businessman Lucio C. Tan is not about to tie up with his brother Mariano C. Tanenglian in any kind of corporate alliance.
Because of the enmity between the two brothers, the public may be worried about the future of their investments in Jackstones. Without any kind of investments yet in the offing, they could never yet hope for dividends as long as the company gets stuck with deficit that it keeps filing up.