FORWARD LOOKING STATEMENTS
Certain portions of this report, and particularly the Management's Discussion
and Analysis of Financial Condition and Results of Operations, contain
forward-looking statements within the meaning of Sections 27A of the Securities
Act of 1933, as amended, and Sections 21E of the Securities Exchange Act of
1934, as amended, which represent the Company's expectations or beliefs
concerning future events. The Company cautions that these statements are further
qualified by important factors that could cause actual results to differ
materially from those in the forward-looking statements, including, without
limitation, the following: the ability of the Company to generate adequate
amounts of cash; the collectability of the excess of straight-line over
contractual rents when due over the terms of the long-term leases; tenant
default under one or more of the leases; the commencement of additional
long-term land leases; changes in economic conditions that may affect either the
current or future development on the Company's parcels; the impact of the
COVID-19 pandemic on the economy, parking operations, and the Company's
financial performance; exposure to remediation costs associated with its former
operation of the petroleum storage facility and resolution of the Sprague action
against the Company in connection with the construction of the breasting dolphin
at the Terminal's Pier. The Company does not undertake the obligation to update
forward-looking statements in response to new information, future events or
otherwise.
1. Overview:
Critical accounting policies:
The Company believes that its revenue recognition policy for long-term leases
with scheduled rent increases meets the definition of a critical accounting
policy which is discussed in the Company's Form 10-K for the year ended
December 31, 2021. There have been no changes to the application of this
accounting policy since December 31, 2021.
2. Liquidity and capital resources:
Historically, the Company has had adequate liquidity to fund its operations.
Cash and cash commitments:
At March 31, 2022, the Company had cash and cash equivalents of $1,622,000. The
Company and its subsidiary each maintain checking accounts and a money market
account in one bank, all of which are insured by the Federal Deposit Insurance
Corporation to a maximum of $250,000. The Company periodically evaluates the
financial stability of the financial institutions at which the Company's funds
are held.
On October 6, 2021 the tenant of Parcel 20 lease was sent a Notice of Lease
Termination ("Termination Notice") informing it that the lease would terminate
on October 18, 2021 unless the failure to pay the first quarter real estate
taxes along with any related penalties and interest was cured. Subsequently, it
was agreed that, provided the first and second quarter real estate taxes and any
related penalties and interest were paid in full by October 31, 2021, the lease
would not be terminated. The tenant did not make the required payments and
accordingly, the lease was terminated. On the termination date, the annual
amount due from the tenant of Parcel 20 for ground rent and acquisition period
rent equaled $195,000 and the annual real estate taxes paid by the tenant
equaled $134,000. Upon termination, the real estate taxes became an obligation
of the Company. The expected annual cost of operating the Steeple Street
Building, inclusive of real estate taxes ($134,000) and depreciation expense
($86,000) approximates $355,000 with estimated tenant reimbursements of $50,000.
As of April 29, 2022, all tenants have paid their monthly rent in accordance
with their lease agreements except for Metropark. The coronavirus (COVID-19)
pandemic continues to have an adverse impact on Metropark. At March 31, 2022
its total rent arrearage is $857,000 and has been fully reserved by the Company.
The Company does not know when or if Metropark's operations will return to
normal. Until parking revenues received by Metropark equal or exceed $70,000 per
month whereupon Metropark is obligated to resume regularly scheduled rental
payments under its lease, the Company will continue to recognize revenue from
Metropark on a cash basis.
For the three months ended March 31, 2022 and 2021 rent collected from Metropark
equaled $45,000 and $2,000, respectively.
The Company does not expect to receive contingent rent from Metropark in 2022.
The Terminal Sale Agreement and related documentation provides that the Company
is required to secure an approved remediation plan and to remediate
contamination caused by a leak in 1994 from a storage tank at the Terminal. At
March 31, 2022, the Company's accrual for the remaining cost of remediation was
$342,000 of which $71,000 is expected to be
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incurred in the remaining quarters of 2022. Any subsequent increases or
decreases to the expected cost of remediation will be recorded in gain (loss) on
sale of discontinued operations, net of taxes.
The Terminal Sale Agreement also contained a cost sharing provision for a
breasting dolphin whereby any costs incurred in connection with the construction
of the breasting dolphin in excess of the initial estimate of $1,040,000 would
be borne equally by Sprague and the Company subject to certain limitations,
including, in the Company's opinion, a 20% cap on the increase from the initial
estimate subject to the sharing arrangement. In November 2019, the Company
received a demand letter from Sprague asserting that it is owed $427,000, which
amount represents 50% of the actual costs incurred ($1,894,000) in excess of
$1,040,000. The Company asserts that its obligation cannot exceed $104,000. On
June 17, 2021 the Company and Sprague met with a mediator to review Sprague's
claim. On July 15, 2021, Sprague commenced an action against the Company in the
Rhode Island Superior Court seeking monetary damages of $427,000, interest and
attorney's fees. The Company intends to vigorously defend against the claims
being asserted by Sprague.
The declaration of future dividends will depend on future earnings and financial
performance.
3. Results of operations:
Three months ended March 31, 2022 compared to three months ended March 31, 2021:
Revenue, leasing increased $115,000 from 2021, due principally to increased cash
collections from Metropark ($43,000), rent from the leasing of the Steeple
Street building ($78,000) offset by the termination of the Parcel 20 lease.
Operating expenses increased $89,000 due to expenses associated with the ongoing
operations of the Steeple Street building.
General and administrative expense increased $39,000 due principally to
increased legal costs associated with the Sprague breasting dolphin matter
($20,000), increase payroll and payroll related costs ($32,000) offset by
decreases in other various expenses.
For the three months ended March 31, 2022 and 2021, the Company's effective
income tax rate is approximately 28% of income before income taxes.
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