What changed in this filing

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Item 1. Financial Statements

2021-11-12 compared with 2021-08-11 · 41 added, 46 removed, 163 unchanged (35% of the section changed)

4 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Compensation and benefits

3 unchanged sentences

Loss from operations before income taxes

Income tax expense

Income tax benefit / (expense)

Basic and diluted loss per share

4 unchanged sentences

(in thousands, except per share amounts)

September 30,

Current assets

10 unchanged sentences

Common stock, par value $ 0.01 per share, authorized 30,000,000 shares;

issued 20,654,996 as of June 30, 2021 and December 31, 2020;

outstanding 19,839,777 at June 30, 2021 and December 31, 2020;

and 437,418 and 227,160 shares issuable as of June 30, 2021 and December 31, 2020

issued 21,025,748 and 20,654,996 as of September 30, 2021 and December 31, 2020;

outstanding 20,210,529 and 19,839,777 at September 30, 2021 and December 31, 2020;

and 146,666 and 227,160 shares issuable as of September 30, 2021 and December 31, 2020

Additional paid-in capital

Accumulated deficit

Treasury stock, at cost ( 815,219 shares at June 30, 2021 and December 31, 2020)

Treasury stock, at cost ( 815,219 shares at September 30, 2021 and December 31, 2020)

Total stockholders'

5 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

11 unchanged sentences

Treasury Bills

Proceeds from redemptions of U.S.

Treasury Bills

Net cash used in investing activities

11 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'

THREE AND SIX MONTHS ENDED June 30, 2021 and 2020

THREE AND NINE MONTHS ENDED September 30, 2021 and 2020

(in thousands, except per share data)

7 unchanged sentences

Balance at June 30, 2020

Equity based compensation expense

Stock based compensation expense to directors

Balance at September 30, 2020

Balance at December 31, 2020

5 unchanged sentences

Balance at June 30, 2021

Equity based compensation expense

Stock based compensation expense to directors

Balance at September 30, 2021

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

Three months ended June 30, 2021 and 2020

Three months ended September 30, 2021 and 2020

Basis of presentation and description of activities

7 unchanged sentences

Description of activities

The Company is a “shell company”, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, and Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

The Company has no or nominal operations.

As a result, the Company is a “shell company”, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, and Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

As a shell company, its stockholders will be unable to utilize Rule 144 of the Securities Act, or Rule 144 to sell “restricted stock”

8 unchanged sentences

The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents.

Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

Until such time as a decision is made as to how the proceeds from the Sale and other liquid assets of the Company are so deployed, the Company intends to invest the proceeds of the Sale and its other liquid assets in high-grade, short- term investments (such as cash and cash equivalents) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

New accounting guidance not yet adopted

9 unchanged sentences

Per share data

Loss per share for the three months ended June 30, 2021 and 2020 respectively, is calculated based on 20,277,195 and 19,873,110 weighted average outstanding shares of common stock, including 437,418 shares which are issuable at June 30, 2021.

Loss per share for the six months ended June 30, 2021 and 2020 respectively, is calculated based on 20,197,158 and 19,864,777 weighted average outstanding shares of common stock, including weighted average 357,380 shares which are issuable at June 30, 2021.

Stock awards for 33,334 and 66,667 shares of common stock for the three and six months ended June 30, 2021 and 2020, respectively, were not included in the diluted computation as their effect would be anti-dilutive since the Company incurred net losses for both periods.

Loss per share for the three months ended September 30, 2021 and 2020 respectively, is calculated based on 20,357,195 and 19,873,110 weighted average outstanding shares of common stock, including weighted average issuable shares of 146,666 and 33,333 at September 30, 2021 and 2020, respectively.

Loss per share for the nine months ended September 30, 2021 and 2020 respectively, is calculated based on 20,245,169 and 19,867,555 weighted average outstanding shares of common stock, including weighted average issuable shares of 294,166 and 27,778 at September 30, 2021 and 2020, respectively.

Stock awards for 33,334 and 66,667 shares of common stock for the three and nine months ended September 30, 2021 and 2020, respectively, were not included in the diluted computation as their effect would be anti-dilutive since the Company incurred net losses for both periods.

Investment valuation

11 unchanged sentences

The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.

As of June 30, 2021, and December 31, 2020, the Company held $ 1,200,000 and $ 5,950,000 in U.S.

As of September 30, 2021, and December 31, 2020, the Company held $ 5,525,000 and $ 5,950,000 in U.S.

government debt securities.

3 unchanged sentences

government debt securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities.

government debt securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents, and those with longer maturities are reported as investments, on the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020.

The following table presents the Company’s financial instruments at fair value (in thousands):

Fair Value Measurements

as of June 30, 2021

as of September 30, 2021

Quoted Prices

5 unchanged sentences

Income tax expense represents minimum state taxes.

No tax benefit has been recorded in relation to the pre-tax loss for the three and six months ended June 30, 2021 and 2020, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2021 and 2020, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law.

5 unchanged sentences

The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and make operating expense payments to support business continuity throughout the COVID-19 pandemic.

The total amount of the PPP Loan was forgiven as of January 7, 2021 and the gain of extinguishment of debt of $ 53,000 was recorded as Other Income for the six month period ended June 30, 2021.

The total amount of the PPP Loan was forgiven as of January 7, 2021 and the gain on extinguishment of debt of $ 53,000 was recorded as Other Income for the nine month period ended September 30, 2021.

Capital Stock

1 unchanged sentence

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions.

As of June 30, 2021, the Company had repurchased 2,041,971 shares of its common stock and a total of 2,958,029 of the authorized shares, remain available for repurchase as of June 30, 2021.

No such shares were repurchased during any of the three and six months ended June 30, 2021 and 2020.

As of September 30, 2021, the Company had repurchased 2,041,971 shares of its common stock and a total of 2,958,029 of the authorized shares, remained available for repurchase as of September 30, 2021.

No such shares were repurchased during any of the three and nine months ended September 30, 2021 and 2020.

Incentive stock plans and stock-based compensation

On February 13, 2019, 100,000 stock awards were granted to a newly appointed director of the Company.

On February 13, 2019, 100,000 stock awards were issued to a newly appointed director of the Company.

The stock awards vest equally, annually, over 3 years.

The stock awards are valued based on the closing price of $0.42 of the Company’s common stock on February 13, 2019, and a discount for post-vesting restrictions on sale until the three-year anniversary of the grant date.

Each vesting tranche of the award is valued separately with an appropriate discount.

At June 30, 2021, 33,334 stock awards remained unvested and 66,666 shares are to be issued.

The Company recorded compensation expense of approximately $ 3,500 and $ 3,000 for the three months ended June 30, 2021 and 2020, respectively, and compensation expense of approximately $ 6,800 and $ 6,000 for the six months ended June 30, 2021 and 2020, respectively, related to those stock awards.

The total unrecognized compensation expense related to these unvested stock awards at June 30, 2021 is $ 8,700 , which will be recognized over the remaining vesting period of approximately 0.625 years.

The stock awards are valued based on the closing price of $ 0.42 of the Company’s common stock on February 13, 2019.

At September 30, 2021, 33,334 stock awards remained unvested and 66,666 shares are to be issued.

The Company recorded compensation expense of approximately $ 3,000 for each of the three months ended September 30, 2021 and 2020, and compensation expense of approximately $ 10,300 and $ 9,000 for the nine months ended September 30, 2021 and 2020, respectively, related to those stock awards.

The total unrecognized compensation expense related to these unvested stock awards at September 30, 2021 is $ 5,200 , which will be recognized over the remaining vesting period of approximately 0.4 years.

Capital Stock

During the period ended June 30, 2021, a) the Company incurred $40,000 of director fees payable in 176,924 shares of its common stock which were not issued as of June 30, 2021 and b) 66,666 stock awards vested which were not issued at June 30, 2021.

During the quarter ended September 30, 2021, a) the Company incurred $ 20,000 of director fees payable in 80,000 shares of its common stock which were not issued as of September 30, 2021, b) issued 370,752 shares of Company common stock to directors, and c) 66,666 stock awards vested which were not issued at September 30, 2021.

As of December 31, 2020, there were 193,828 shares of Company common stock to be issued to the independent directors of the Company, in payment of quarterly directors’

1 unchanged sentence

The equity compensation awards were issued pursuant to the exemption from the registration requirements of Section 5 of the Securities Act of 1933 (“1933 Act”) provided by Section 4(a)(2) of the 1933 Act.

On July 15, 2021, the Company newly issued 370,752 shares of its common stock to the independent directors of the Company in payment of quarterly directors’

fees due to them in the amount of $ 80,000 and $ 40,000 for services in 2020 and the six months ended on June 30, 2021, respectively.

Commitments, Contingencies, and Other

5 unchanged sentences

The properties were fully impaired as of December 31, 2018.

On September 26, 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Orders requiring the investigation and repair of two dams in which the Company and its subsidiaries have certain ownership interests.

The first Order required that the Company investigate and make specified repairs to the ACME Pond Dam located in Killingly, Connecticut.

The second Order, as subsequently revised by DEEP on October 10, 2014, required that the Company investigate and make specified repairs to the Killingly Pond Dam located in Killingly, Connecticut.

The Company administratively appealed and contested the allegations in both Orders.

On July 27, 2017, the Company entered into a Consent Order with the DEEP relative to Killingly Pond Dam.

The Killingly Pond Consent Order required the Company to continue to perform routine maintenance and administrative procedures consistent with DEEP’s Dam Safety regulations, the cost of which was not material to the Company’s financial position or results of operations.

On July 27, 2017, the Company entered into a Consent Order with the DEEP relative to Acme Pond Dam.

The Acme Pond Dam Consent Order required the Company to investigate and recommend repairs to Acme Pond Dam.

Based upon the work performed by the Company’s retained consulting engineering firm, the Company submitted its recommended Action Plan (the “Action Plan”) for Acme Pond Dam pursuant to the Consent Order on November 30, 2017 and such recommended Action Plan was approved by DEEP as submitted on May 23, 2019.

Total expenses for the repair work conducted in accordance with the Action Plan during the year ending December 31, 2019 was approximately $ 150,000 .

All repair work required for both the ACME Pond Dam and the Killingly Pond Dam was completed as of December 31, 2019.

DEEP issued a Certificate of Compliance for Consent Order for the ACME Pond Dam on February 7, 2020, and a Certificate of Compliance for Consent Order for the Killingly Pond Dam was issued on May 22, 2020.

Subsequent Events

On July 15, 2021, the Company newly issued 370,752 shares of its common stock to the independent directors of the Company in payment of quarterly directors’

fees due to them in the amount of $ 80,000 and $ 40,000 for services for the year ended December 31, 2020 and the six months ended June 30, 2021, respectively.

In September 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Consent Orders requiring the investigation and repair of two dams, Acme Pond Dam and Killingly Pond Dan, in which the Company and its subsidiaries have certain ownership interests.

Both matters have been fully resolved.

In February 2020 and May 2020 DEEP issued to the Company Certificates of Compliance for the Consent Orders relating to Acme Pond Dam and Killingly Pond Dam, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements