CPTP 10-Q
Capital Properties Inc /Ri/ (CPTP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter)
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incorporation or organization) |
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identification No.) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12 (g) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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OTCQX |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of the "large accelerated filer," "accelerated filer," "non-accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer |
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Accelerated Filer |
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Smaller reporting company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes
As of June 30, 2024, the Company had
CAPITAL PROPERTIES, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2024
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION |
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Item 1. |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 4. |
12 |
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PART II – OTHER INFORMATION |
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Item 6. |
13 |
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14 |
2
PART I
Item 1. Financial Statements
CAPITAL PROPERTIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30, 2024 (Unaudited) |
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December 31, |
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ASSETS |
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Properties and equipment (net of accumulated depreciation) (Note 4) |
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$ |
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$ |
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Cash and cash equivalents |
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Investments |
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Prepaid and other |
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Prepaid income taxes |
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- |
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Deferred income taxes, discontinued operations |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Liabilities: |
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Property taxes |
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$ |
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$ |
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Other |
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Income tax payable |
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- |
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Deferred income taxes, net |
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Environmental remediation accrual, discontinued operations (Note 9) |
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Shareholders’ equity: |
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Class A common stock, $ |
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Capital in excess of par |
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Retained earnings |
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$ |
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$ |
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See notes to condensed consolidated financial statements. |
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3
CAPITAL PROPERTIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND SHAREHOLDERS’ EQUITY
THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenue |
$ |
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$ |
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$ |
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$ |
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Expenses: |
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Operating |
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General and administrative |
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Income from continuing operations before income taxes |
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Income tax expense: |
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Current |
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Deferred |
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Income from continuing operations |
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Loss on sale of discontinued operations, net of tax (Note 9) |
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Net income |
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Retained earnings, beginning |
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Dividends on common stock based on |
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Retained earnings, ending |
$ |
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$ |
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$ |
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$ |
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Class A common stock |
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Capital in excess of par |
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Shareholders' equity, ending |
$ |
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$ |
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$ |
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$ |
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Basic income (loss) per common share based upon |
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Continuing operations |
$ |
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$ |
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$ |
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$ |
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Discontinued operations |
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Total basic income per common share |
$ |
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$ |
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$ |
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$ |
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See notes to condensed consolidated financial statements. |
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4
CAPITAL PROPERTIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(Unaudited)
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Six Months Ended |
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2024 |
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2023 |
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Cash flows from operating activities: |
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Continuing operations: |
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Income from continuing operations |
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$ |
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$ |
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Adjustments to reconcile income from continuing operations to net |
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Depreciation |
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Deferred income taxes |
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Changes in assets and liabilities: |
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Income taxes |
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Other, net changes in prepaids, property tax payable and other |
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Net cash provided by operating activities, continuing operations |
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Cash flows from investing activities: |
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Purchase of investments |
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Discontinued operations, cash used to settle obligations |
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Net cash used in investing activities |
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Cash flows used in financing activities, payment of dividends |
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Increase (decrease) in cash and cash equivalents |
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Cash and cash equivalents, beginning |
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Cash and cash equivalents, ending |
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$ |
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$ |
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Supplemental disclosures: |
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Cash paid for income taxes |
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$ |
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$ |
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See notes to condensed consolidated financial statements. |
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5
CAPITAL PROPERTIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(Unaudited)
The operations of Capital Properties, Inc. and its wholly-owned subsidiary, Tri-State Displays, Inc. (collectively “the Company”) consist of the long-term leasing of certain of its real estate interests in the Capital Center area in downtown Providence, Rhode Island (upon the commencement of which the tenants have been required to construct buildings thereon, with the exception of the parking garage), and the leasing of locations along interstate and primary highways in Rhode Island and Massachusetts to Lamar Outdoor Advertising, LLC (“Lamar”) which has constructed outdoor advertising boards thereon. The Company anticipates that the future development of its remaining properties in the Capital Center area will consist primarily of long-term ground leases. Pending this development, the Company leases these undeveloped parcels (other than Parcel 6C) for public parking to Metropark, Ltd.
Principles of consolidation:
The accompanying condensed consolidated financial statements include the accounts and transactions of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation.
The accompanying condensed consolidated balance sheet as of December 31, 2023 has been derived from audited financial statements. The unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest Form 10-K for the year ended December 31, 2023.
In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2024 and the results of operations for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023.
The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Use of estimates:
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.
Environmental incidents:
The Company accrues a liability when an environmental incident has occurred and the costs are estimable. The Company does not record a receivable for recoveries from third parties for environmental matters until it has determined that the amount of the collection is reasonably assured. The accrued liability is relieved when the Company pays the liability or a third party assumes the liability. Upon determination that collection is reasonably assured or a third party assumes the liability, the Company records the amount as a reduction of expense.
Fair value of financial instruments:
The Company believes that the fair values of its financial instruments, including cash and cash equivalents, receivables and payables, approximate their respective book values because of their short-term nature. The fair values described herein were determined using quoted prices in an active market (Level 1) and significant other observable inputs (Level 2) as defined by GAAP.
Investments consist of U.S. Treasury securities that yield
6
Properties and equipment consist of the following:
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June 30, |
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December 31, |
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Land and land improvements on lease or held for lease |
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$ |
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$ |
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Building and improvements, Steeple Street (Note 7) |
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Less accumulated depreciation: |
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Land improvements on lease or held for lease |
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Steeple Street (Note 7) |
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$ |
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$ |
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Liabilities, other consist of the following:
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June 30, |
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December 31, |
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Accrued professional fees |
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$ |
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$ |
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Deposits and prepaid rent |
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Other |
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$ |
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$ |
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The Company's financing agreement (“Agreement”) with BankRI provides for a revolving line-of-credit (“Line”) with a maximum borrowing capacity of $
Long-term land leases:
Through June 30, 2024 the Company had entered into
Under the
On January 25, 2024, the Company entered into a long-term ground lease of Parcel 20. Under the terms of the lease, tenant's possession will not occur until such time as the tenant has received all necessary approvals for construction of not less than
7
Under
Tri-State Displays Inc. leases
Parking lease:
The Company leases the undeveloped parcels of land in the Capital Center area (other than Parcel 6C) and Parcel 20 for public parking purposes to Metropark under a
The COVID-19 pandemic had an adverse impact on Metropark’s parking operations as the move by many companies to a hybrid workplace model (one that mixes in-office and remote work) resulted in lower demand for parking spaces. From June 2020 through December 31, 2023 revenue was recognized on a cash basis with the difference between the regularly scheduled rental payments and amounts paid ("deferred rent") recorded as an accounts receivable and was fully reserved. At June 30, 2023 the receivable from Metropark was $
Effective January 1, 2024, the Company entered into a Second Amendment to its Lease Agreement whereby Metropark agreed to return to a fixed monthly rental payment of $
For the three and six months ended June 30, 2024 , revenue from Metropark was $
Historically, the Company has made financial statement disclosure of the excess of straight-line rentals over contractual payments and its determination of collectability of such excess. To the extent the Company determines that, with respect to any of its leases, the excess of straight-line rentals over contractual payments is not collectible, such excess is not recognized as revenue. Consistent with prior conclusions, the Company has determined that, at this time, the excess of straight-line rentals over contractual payments is not probable of collection. Accordingly, the Company has not included any part of that amount in revenue. As a matter of information only, as of June 30, 2024 the excess of straight-line rentals (calculated by excluding variable payments) over contractual payments was $
8
Deferred income taxes are recorded based upon differences between financial statement and tax basis amounts of assets and liabilities.
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June 30, |
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December 31, |
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Gross deferred tax liabilities: |
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Property having a financial statement basis in excess of |
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$ |
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$ |
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Accounts receivable |
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Insurance premiums and accrued leasing revenues |
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Gross deferred tax assets: |
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Prepaid rent |
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Accounts payable and accrued expenses |
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Accrued property taxes |
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$ |
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$ |
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Prior to February 2017, the Company operated a petroleum storage facility (“Terminal”) through
As part of the Terminal Sale Agreement, the Company agreed to retain and pay for the environmental remediation costs associated with a 1994 storage tank leak which allowed the escape of a small amount of fuel oil. The Company continues the remediation activities set forth in the Remediation Action Work Plan (“RAWP”) filed with the Rhode Island Department of Environmental Management (“RIDEM”). The estimated future cost associated with the remediation is $
The Terminal Sale Agreement also contained a cost sharing provision for the breasting dolphin whereby any construction costs incurred more than the contract cost of construction would be borne equally by Sprague and the Company subject to certain limitations, including, in the Company’s opinion, a
Loss on sale of discontinued operations on the condensed consolidated statements of income and shareholders’equity includes legal and professional fees related to the Sprague Litigation of $
At its
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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; cyber penetrations; the long-term impact of the hybrid workplace model on future development, existing tenants and parking operations, and the Company's financial performance; and exposure to remediation and other costs associated with its former operation of the petroleum storage facility. The Company does not undertake the obligation to update forward-looking statements in response to new information, future events or otherwise.
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, 2023. There have been no changes to the application of this accounting policy since December 31, 2023.
Historically, the Company has had adequate liquidity to fund its operations.
Cash and cash commitments:
At June 30, 2024, the Company had cash and cash equivalents of $847,000. In addition to these funds, the Company has $1,265,000 invested in U.S. Treasury securities that yield 5.08% and mature in September 2024. 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.
To date, all tenants have paid their monthly rent in accordance with their lease agreements.
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 June 30, 2024, the Company’s accrual for the remaining cost of remediation was $387,000 of which $36,000 is expected to be incurred during the balance of 2024. 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 construction costs in excess of the contract cost of construction 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, Sprague asserted that it was owed $427,000 and the Company asserted that its obligation under the Agreement could not exceed $104,000. Mediation efforts were unsuccessful and in July 2021, Sprague commenced an action against the Company in the Rhode Island Superior Court (Superior Court) seeking monetary damages of $427,000, plus interest and attorney’s fees. In December 2022, the Superior Court denied Sprague’s Motion for Summary Judgment filed in September 2022 and granted in part and denied in part the Company’s Cross Motion for Summary Judgment also filed in September 2022. The matter went to trial before a Superior Court judge in May 2024. Post-trial briefs have been filed and the Company anticipates that a decision will be rendered before the end of 2024.
Loss on sale of discontinued operations on the condensed consolidated statements of income and shareholders’equity includes legal and professional fees related to the Sprague Litigation of $281,000 and $351,000 for the three and six months ended June 30, 2024, respectively and $25,000 in each of the same periods for 2023 related to the Sprague litigation.
The declaration of future dividends will depend on future earnings and financial performance.
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Three months ended June 30, 2024 compared to three months ended June 30, 2023:
Revenue increased $2,000 from 2023 and consists of increased revenue from Metropark ($20,000), scheduled rent increases ($8,000) and other sources of revenue ($11,000) offset by a net decline in rent from Lamar caused by decreased contingent rent ($37,000).
Operating expenses increased $20,000 due principally to repair and maintenance costs, professional fees related to the Company's billboard operations and increased insurance costs.
General and administrative expense increased $2,000 due principally to an increase in payroll and payroll related costs.
Six months ended June 30, 2024 compared to six months ended June 30, 2023:
Leasing revenue increased $93,000 from 2023, due principally to Metropark ($59,000), scheduled rent increases and contingent rent associated with our land leases ($37,000) along with an increase in other revenue ($29,000) offset by a decline in contingent rent from Lamar ($32,000).
Operating expenses increased $54,000 due to professional fees associated with billboard operations ($34,000), increased insurance costs ($10,000) and repairs and maintenance ($12,000) offset by a decline in other operating expenses ($2,000).
General and administrative expense increased $18,000 due principally to increased payroll and payroll related costs.
For the six months ended June 30, 2024 and 2023, the Company’s effective income tax rate is approximately 27% of income before income taxes.
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Item 4. Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's principal executive officer and the Company's principal financial officer. Based upon that evaluation, the principal executive officer and the principal financial officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
There was no significant change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to affect, the Company's internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 6. Exhibits
(b) Exhibits:
3.1 |
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3.2 |
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Material contracts: |
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Lease between Metropark, Ltd. and the Company: |
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(b) |
Loan Agreement between Bank Rhode Island and the Company: |
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31.1 |
Rule 13a-14(a) Certification of Chairman and Principal Executive Officer |
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31.2 |
Rule 13a-14(a) Certification of Treasurer and Principal Financial Officer |
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32.1 |
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32.2 |
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101 |
The following financial information from the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2024, filed with the Securities and Exchange Commission on August 2, 2024 formatted in iXBRL(“Inline eXtensible Business Reporting Language”): |
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(i) |
Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 |
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(ii) |
Condensed Consolidated Statements of Income and Shareholders’ Equity for the Three and Six Months ended June 30, 2024 and 2023 |
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(iii) |
Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2024 and 2023 |
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Notes to Condensed Consolidated Financial Statements. |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Issuer caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CAPITAL PROPERTIES, INC. |
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By |
/s/ Robert H. Eder |
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Robert H. Eder |
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Chairman and Principal Executive Officer |
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By |
/s/ Susan R. Johnson |
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Susan R. Johnson |
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Treasurer and Principal Financial Officer |
DATED: August 2, 2024
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