Scully Royalty .(SRL) - 2021 Q4 - Annual Report

Revenue Sources and Variability - The majority of the company's revenue in 2021 was derived from its iron ore royalty interest, accounting for approximately 57% of total revenue[47]. - The company expects significant periodic variations in its revenue and results of operations due to the uncertain timing of successful transactions in its merchant banking revenue[36]. - Price volatility in iron ore and other products significantly impacts the company's earnings and profitability[48]. Operational Challenges - The company has faced challenges due to the ongoing COVID-19 pandemic, which has caused significant market volatility and uncertainty regarding future economic conditions[41]. - The operator of the iron ore mine underlying the company's royalty interest has the power to determine the manner in which the property is operated, which may not always align with the company's interests[52]. - The company has no decision-making power regarding the operation of the iron ore mine, which could adversely affect its revenue and financial condition[51]. - The company anticipates that the ongoing pandemic may result in direct and indirect adverse effects on the industries in which it operates[44]. Growth and Investment Risks - The company may face a lack of suitable acquisition or investment candidates, which could limit its growth opportunities[49]. - Transaction risks are managed through careful capital allocation and client screening, but investments in distressed companies may expose the company to significant losses[56]. - The company may face challenges in integrating acquired businesses, which could significantly impact operating results due to associated costs[90]. Financial and Market Risks - The company is subject to competitive pressures from various financial institutions, which may affect its market position and profitability[46]. - The company faces counterparty risks, including potential defaults due to bankruptcy or operational failures, which could adversely impact financial condition and cash flow[54]. - Credit risk evaluations may lead to future impairments if actual losses differ from current assessments, affecting results of operations[55]. - The company is exposed to liquidity risks that could impair its ability to conduct business, especially in merchant banking[74]. - Fluctuations in interest rates and foreign currency exchange rates could affect the fair value of financial instruments and overall financial condition[69]. Regulatory and Legal Risks - Regulatory changes in the financial services industry could adversely affect business operations and revenue generation[61]. - The company may face significant legal expenses due to increasing litigation risks associated with complex trading arrangements and distressed asset investments[80]. - The company operates in countries with a history of corruption, increasing risks associated with international activities[83]. - The company is subject to the Foreign Corrupt Practices Act, which prohibits improper payments to foreign officials, and may face risks of unauthorized payments by employees or consultants[84]. Environmental and Compliance Risks - Environmental regulations may impose additional costs and liabilities, impacting the viability of operations and revenue[70]. - The company has not established a separate reclamation fund for future environmental obligations, which may lead to significant uncertainties and costs over time[88]. Corporate Governance and Shareholder Risks - A portion of the company's cash is held in China, where currency controls may limit the ability to remit funds for dividends or other obligations[97]. - The company may face difficulties in protecting shareholder interests due to its incorporation under Cayman Islands law, which has less developed corporate governance compared to U.S. jurisdictions[105]. - The Cayman Islands courts may not recognize U.S. judgments, making it more difficult for public shareholders to protect their interests[106]. Tax and Financial Management - The company exercises significant judgment in calculating tax liabilities, and changes in tax laws could materially increase tax payments[93]. - Future capital needs may require additional equity issuance, leading to shareholder dilution if capital is not available when needed[75]. - The company does not maintain "key person" insurance for its executives, which may compromise business operations if management personnel are lost[82].