Filed 2025-02-07 · Period ending 2024-12-31 · 15,326 words · SEC EDGAR
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# CAPITAL PROPERTIES INC /RI/ (CPTP) — 10-K
**Filed:** 2025-02-07
**Period ending:** 2024-12-31
**Accession:** 0000950170-25-016420
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/202947/000095017025016420/)
**Origin leaf:** a5fce42d8effebb485d5009d885d7d717d09c840f81322ecfdaf2ee71d9dff34
**Words:** 15,326
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2024
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to
Commission File Number 001-08499
CAPITAL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Rhode Island |
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05-0386287 |
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(State or other jurisdiction of |
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(IRS Employer |
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incorporation or organization) |
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identification No.) |
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5 Steeple Street, Unit 303 |
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Providence, Rhode Island |
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02903 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrants telephone number, including area code: (401) 435-7171
Securities registered pursuant to Section 12 (g) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Class A Common Stock, $.01 par value |
CPTP |
OTCQX |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
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. Yes No
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 ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes No
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," "smaller reporting company" and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer |
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Accelerated Filer |
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Emerging Growth Company |
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Non-Accelerated Filer |
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Smaller reporting 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 has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of June 30, 2024, the aggregate market value of the Class A voting stock held by non-affiliates of the Company was $18,700,000 which excludes voting stock held by directors, executive officers and holders of 5% or more of the voting power of the Companys common stock (without conceding that such persons are affiliates of the Company for purposes of federal securities laws). The Company has no outstanding non-voting common equity.
As of February 7, 2025, the Company had 6,599,912 shares of Class A Common Stock outstanding.
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Auditor Firm Id: |
577 |
Auditor Name: |
Stowe & Degon, LLC |
Auditor Location: |
Westborough, MA, USA |
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Companys Proxy Statement for the 2025 Annual Meeting of Shareholders to be held on April 30, 2025, are incorporated by reference into Part III of this Form 10-K.
CAPITAL PROPERTIES, INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
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PART I |
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Item 1. |
Business |
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Item 2. |
Properties |
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Item 3. |
Legal Proceedings |
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Item 4. |
Mine Safety Disclosure |
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PART II |
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Item 5. |
Markets for Registrants Common Equity and Related Shareholder Matters |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
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Item 8. |
Financial Statements and Supplementary Data |
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Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures |
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Item 9A. |
Controls and Procedures |
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Item 9B. |
Other Information |
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Item 9C. |
Disclosures Regarding Foreign Jurisdictions That Prevents Inspections |
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PART III |
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Item 10. |
Directors, Executive Officers and Corporate Governance |
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Item 11. |
Executive Compensation |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Item 13. |
Certain Relationships and Related Transactions and Director Independence |
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Item 14. |
Principal Accountant Fees and Services |
24 |
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PART IV |
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Item 15. |
Exhibits and Financial Statement Schedules |
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Signatures |
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2
PART I
FORWARD-LOOKING STATEMENTS
Certain portions of this report, and particularly the Managements 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 Companys 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 rent when due over the terms of the long-term leases; the commencement of additional long-term land leases; changes in economic conditions that may affect either the current or future development on the Companys parcels; cyber-penetrations; the long-term impact of the hybrid workplace model on future development, existing tenants, parking operations and the Companys financial performance, and exposure to remediation and other costs associated with its former ownership of a petroleum storage facility. The Company does not undertake the obligation to update forward-looking statements in response to new information, future events or otherwise.
Item 1. Business
Organizational History
The Company was organized as a business corporation under the laws of Rhode Island in 1983 as Providence and Worcester Company and is the successor by merger in 1983 to a corporation also named Providence and Worcester Company which was organized under the laws of Delaware in 1979. In 1984, the Companys name was changed to Capital Properties, Inc.
Business:
The Company operates in one segment that consists principally of the leasing of Company-owned land in Capital Center (Capital Center) and property adjacent to Capital Center (Parcel 20) in downtown Providence, Rhode Island under long-term ground leases with terms of 99 years or more.* (Hereinafter, the land in Capital Center and Parcel 20 are referred to as parcels within the Capital Center Area). The Company owns approximately 18 acres in Capital Center consisting of 13 individual parcels. Capital Center (approximately 77 acres of land) is the result of a development project undertaken by the State of Rhode Island, the City of Providence, the National Railroad Passenger Corporation (Amtrak) and the Company during the 1980s in which two rivers, the Moshassuck and the Woonasquatucket, were moved, Amtraks Northeast Corridor rail line was relocated, a new Amtrak/commuter railroad station was constructed and significant public improvements were made to improve pedestrian and vehicular traffic in the area. The Company has not acted, and does not intend to act, as a developer with respect to any Company-owned parcels.
Under the Companys standard Ground Leases, the tenant is responsible for all property related operating expenses, such as real estate taxes, maintenance and insurance as well as all costs associated with the development and construction of the related improvements. Each Ground Lease contains provisions permitting the tenant to develop the parcel under certain terms and conditions and provides for periodic rent increases based on either a specific percentage, consumer price index (CPI), appraisal or combination thereof and sometimes includes percentage rent participation (contingent rent). The Ground Leases also provide that the tenants are responsible for insuring the Company against various hazards and events as well as indemnifying the Company with respect to all of the tenants activities on the land. The Ground Leases contain other terms and conditions customary to such instruments.
While seeking developers, the Company also leases Parcels 3E, 3W, 4E, 4W and a portion of Parcel 20 in the Capital Center Area for public parking purposes to Metropark, Ltd.
Parcel 20
Parcel 20 consists of a parcel of land adjacent to the Capital Center, part of which is undeveloped and part of which contains a historic three/four-story 20,000 square foot building (the Steeple Street Building).
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 100,000 square feet of mixed use improvements. Prior to transfer of possession, no rent is being paid by the tenant and the Company receives all rents from existing tenants and parking lease revenue and remains responsible for all expenses, including real estate taxes, related to Parcel 20. Following tenant's possession, tenant is obligated to pay ground rent for the parcel and to purchase the building presently located on the premises for an additional amount payable monthly over twenty years.
*Generally speaking, a ground lease is a lease by the owner of the land (in this case, the Company) to the owners/operators of the real estate improvements built thereon by such owners/operators (Ground Leases).
3
All of the properties described above are shown on the map contained in Exhibit 20.
Billboard Lease
The Company, through its wholly-owned subsidiary Tri-State Displays, Inc. leases 23 outdoor advertising locations containing 44 billboard faces along interstate and primary highways in Rhode Island and Massachusetts to Lamar Outdoor Advertising, LLC (Lamar) under a lease which expires in 2057 (the Lamar Lease). All but one of these locations are controlled by the Company through permanent easements granted to the Company pursuant to an agreement between the Company and the Providence & Worcester Railroad Company (Railroad); the remaining location is leased by the Company from a third party whose lease provides for an option to extend the term through June 30, 2030.
Lamar has a right of first refusal for additional billboard location sites acquired by the Company in New England and Metropolitan New York City.
The Lamar lease provides, among other things, for annual base rent increases of 2.75% in June for each leased billboard location and participation in the revenue generated by each billboard, as defined in the agreement. The Lamar lease contains other terms and conditions customary to such instruments.
A summary of the long-term leases is as follows:
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Parcels in Capital Center Area |
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Parcel Number |
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Type of Building (s) |
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Building Gross Square Feet |
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Number of Residential Units |
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Term ofLease(Years) |
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TerminationDate |
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Optionsto ExtendLease |
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2024 AnnualRent |
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Next PeriodicRentAdjustment |
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Annual Rent After Next Adjustment or Type of Next Adjustment |
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2 |
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17-story & 19-story Residential and |
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307,000 |
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193 |
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103 |
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2108 |
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Two 75-Year |
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609,000 |
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2028 |
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COLA |
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13-story Office |
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325,000 |
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3S |
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13-story Office |
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235,000 |
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99 |
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2087 |
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None |
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661,000 |
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2029 |
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Appraisal |
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5 |
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8-story Residential |
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454,000 |
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225 |
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149 |
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2142 |
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None |
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$ |
540,000 |
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* |
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2033 |
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Appraisal |
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6A |
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4-6 story Residential |
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120,000 |
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96 |
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99 |
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2107 |
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Two 50-Year |
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$ |
394,000 |
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2029 |
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COLA |
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6B |
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2-6 story Residential |
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248,000 |
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169 |
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99 |
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2107 |
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Two 50-Year |
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$ |
230,000 |
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2029 |
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COLA |
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7A |
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Underground Public Parking Garage |
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330 parking spaces |
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99 |
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2104 |
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Two 75-Year |
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$ |
200,000 |
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2027 |
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COLA |
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8 |
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4-story Office |
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114,000 |
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99 |
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2090 |
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None |
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$ |
290,000 |
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* |
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2025 |
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COLA |
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9 |
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10-Story Office |
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210,000 |
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149 |
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2153 |
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None |
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$ |
397,000 |
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2026 |
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$ |
417,000 |
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Billboard Lease |
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NA |
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Billboard |
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39 |
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2057 |
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** |
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$ |
1,068,000 |
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*** |
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2025 |
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$ |
1,097,000 |
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COLA |
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Cost-of-living adjustment |
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* |
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Lease provides for rent participation (contingent rent) equal to 1% of Gross Revenue. |
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** |
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Lease term is extended for four (4) years if an electronic billboard is constructed on a leased location. |
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*** |
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Lease provides for rent participation equal to 30% of Revenue, as defined in the agreement for each standard billboard and 20% of Revenue for each electronic billboard. |
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4
Major tenants:
The following table sets forth those major tenants whose revenues exceed 10 percent of the Companys leasing revenues for the years ended December 31, 2024 and 2023:
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Parcel |
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2024 |
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2023 |
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NA |
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Lamar Outdoor Advertising, LLC: |
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Contractual |
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$ |
1,068,000 |
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$ |
1,043,000 |
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Contingent |
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147,000 |
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188,000 |
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1,215,000 |
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1,231,000 |
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NA |
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Metropark: |
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Contractual |
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684,000 |
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576,000 |
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Settlement * |
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150,000 |
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684,000 |
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726,000 |
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Parcel 3S |
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1701 R.C. Sarasota Invest, LLC |
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661,000 |
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618,000 |
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Parcel 5 |
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HGIT Center Place |
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647,000 |
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641,000 |
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Parcel 2 |
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Waterplace Condominiums |
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609,000 |
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574,000 |
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$ |
3,816,000 |
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$ |
3,790,000 |
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* See Note 7,"Description of leasing arrangements" in the accompanying Consolidated Financial Statements for further discussion. |
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Competition
The Company competes for tenants with other owners of undeveloped real property in downtown Providence. The Company maintains no listing of other competitive properties and will not engage in a competitive bid arrangement with proposed developers. The Companys refusal to sell the land that it owns may restrict the number of interested developers.
Employees
As of December 31, 2024, the Company has two full-time and one part-time employee.
Environmental
Prior to February 2017, the Company operated a petroleum storage facility (Terminal) through two wholly owned subsidiaries. On February 10, 2017, the Terminal was sold to Sprague Operating Resources, LLC (Sprague) which resulted in the Terminals operations being classified as discontinued operations for all periods presented. As part of the Terminal Sale Agreement, the Company agreed to complete the environmental remediation and pay for the costs related to a 1994 storage tank fuel oil leak which allowed the escape of a small amount of fuel oil. In February 2020, the Company filed a revised Remediation Action Work Plan (RAWP) with Rhode Island Department of Environmental Management (RIDEM) to incorporate technical details associated with the preferred remedial activities and to update the 2018 RAWP. During 2022, the remediation system was modified to address operational issues which impeded remediation activities. Throughout 2023, operational issues negatively affected system performance and it was determined continued operation of the system to recover oil was no longer feasible. In 2024 meetings were held with RIDEM to review system performance and it was agreed that an assessment to evaluate the stability of the oil in the ground ("plume stability") was warranted. The system was shut down in 2024 but not dismantled and minimal maintenance was provided. A revised RAWP is being prepared to set forth the criteria for demonstrating plume stability and eventual site closure. For the year ended December 31, 2024, the Company incurred costs of $59,000 which were charged against the environmental remediation accrual resulting in a liability of $343,000 at December 31, 2024. Any subsequent increases or decreases to the expected cost of remediation will be recorded in the Companys consolidated income statements as gain or loss on sale of discontinued operations.
Insurance
The Company maintains what management believes to be adequate levels of insurance.
Item 1C. Cybersecurity
Risk Management
The Companys corporate information technology, communication networks, and accounting and financial reporting platforms are necessary for the operation of its business. The Company uses these systems, along with others, to manage its tenant and vendor relationships, for internal and external communications and for accounting to operate recordkeeping and reporting functions. The
5
Company has implemented and maintains various information security processes designed to identify, assess and manage material risks from cybersecurity threats to its critical computer networks, third-party hosted services, communications systems, hardware and software, and our critical data, including confidential information.
Management works primarily with third parties (principally professional services and consulting firms) to assist them in identifying, assessing, and managing cybersecurity risks. To operate its business, the Company utilizes certain third-party service providers to perform a variety of functions and seeks to engage reliable, reputable service providers that maintain cybersecurity programs. The Company is not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect it, including its business strategy, results of operations, or financial condition.
Governance:
The Board of Directors oversees the Companys strategy and risk management, including material risks related to cybersecurity threats. The Board has delegated to the Audit Committee oversight of cybersecurity matters.
Management is responsible for day-to-day assessment and management of cybersecurity risks. The Treasurer has primary oversight of material risks from cybersecurity threats and works primarily with third parties to identify, assess, and manage cybersecurity risks. The Treasurer meets with the Audit Committee periodically to review the Companys information technology systems and discuss key cybersecurity risks.
Item 2. Properties
The Company owns approximately 18 acres and a historic building in the Capital Center Area of Providence, Rhode Island. With the exception of Parcel 6C and Parcel 20 (the term of which will commence on the happening of certain events), all of the Companys real property is leased either under long-term leases or short-term leases as more particularly described in Item 1, Business. The Company also owns or controls 23 locations in Rhode Island and Massachusetts on which 44 billboard faces have been constructed. All but one of these locations are owned by the Company under permanent easements from the Railroad; the remaining location is leased from an unrelated third party whose lease provides for an option to extend the term through June 30, 2030.
Item 3. Legal Proceedings
In connection with the sale of the Companys petroleum storage terminal in 2017, the Company and Sprague entered into an agreement relating to the construction of a breasting dolphin pursuant to which any construction costs incurred in excess of the contract cost of the construction would be shared equally between the Company and Sprague subject to certain limitations. 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, interest and attorneys fees. In December 2022, the Superior Court denied Spragues Motion for Summary Judgment filed in September 2022 and granted in part and denied in part the Companys Cross Motion for Summary Judgment also filed in September 2022. The matter went before the Superior Court in May 2024. On October 28, 2024, the Superior Court rendered its decision and found that the Companys obligation with respect to the increased cost of constructing the breasting dolphin is $104,000. On January 24, 2025 the Superior Court entered judgment for Sprague in the amount of $173,000 which includes, as required by law, prejudgment interest at 12% per annum. The $173,000 judgment was paid on January 29, 2025. The Company does not intend to appeal unless Sprague files an appeal.
Item 4. Mine Safety Disclosure Not applicable
6
PART II
Item 5. Market for Registrants Common Equity and Related Stockholder Matters
The Companys Class A Common Stock is traded on the OTCQX, symbol CPTP. The following table shows the high and low trading prices for the Companys Class A Common Stock during the quarterly periods indicated as obtained from the OTCQX, together with cash dividends paid per share during such periods.
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Trading Prices |
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Dividends |
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High |
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Low |
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Declared |
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2024 |
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|
1st Quarter |
|
$ |
12.00 |
|
|
$ |
10.30 |
|
|
$ |
0.07 |
|
|
|
|
2nd Quarter |
|
|
10.93 |
|
|
|
10.05 |
|
|
|
0.07 |
|
|
|
|
3rd Quarter |
|
|
10.51 |
|
|
|
9.88 |
|
|
|
0.07 |
|
|
|
|
4th Quarter |
|
|
10.95 |
|
|
|
9.85 |
|
|
|
0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
1st Quarter |
|
$ |
12.20 |
|
|
$ |
10.55 |
|
|
$ |
0.07 |
|
|
|
|
2nd Quarter |
|
|
12.00 |
|
|
|
10.70 |
|
|
|
0.07 |
|
|
|
|
3rd Quarter |
|
|
13.00 |
|
|
|
11.12 |
|
|
|
0.07 |
|
|
|
|
4th Quarter |
|
|
12.52 |
|
|
|
11.35 |
|
|
|
0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At February 7, 2025, there were 315 holders of record of the Companys Class A Common Stock.
7
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The following discussion of our financial condition and results of operations excludes the results of our discontinued operations unless otherwise noted. See Note 9, Discontinued operations and environmental incident in the accompanying Consolidated Financial Statements for further discussion of these operations.
1.
Overview:
Critical accounting estimates:
The Securities and Exchange Commission (SEC) has issued guidance for the disclosure of critical accounting estimates. The SEC defines such estimates as those that require application of managements most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.
The Companys significant accounting policies are described in Note 2 in the accompanying Consolidated Financial Statements. Not all of these significant accounting policies require management to make difficult, subjective or complex judgments or estimates. Management believes that the Companys revenue recognition policy for long-term leases with scheduled rent increases meets the SEC definition of critical.
The Companys long-term leases (land and billboard) have original terms of 30 to 149 years. The Company follows GAAP in accounting for its leases by recognizing rental income on the straight-line basis over the term of the leases. Where the straight-line income exceeds the actual contractual payments (Excess), the Company evaluates the collectability of the entire stream of remaining lease payments on a lease-by-lease basis. If the remaining lease payments are not deemed to be probable of collection, in accordance with GAAP, lease revenue is recorded at the lower of straight-line rental income or the contractual amount paid.
The number of years remaining on the Companys leases range from thirty-two (32) years to one hundred twenty nine (129) years with total rents yet to be collected from tenants (without regard to CPI and appraisal adjustments) under the lease ranging from $18.9 million to $363.0 million. Given the length of the remaining lease term and the magnitude of the amount yet to be collected, along with the consideration of other factors, the Company has concluded that the remaining stream of lease payments is not probable of collection and as such, reports lease revenue based on the contractual amount paid.
2.
Liquidity and capital resources:
Historically, the Company generates adequate liquidity to fund its operations.
Cash and cash commitments:
The Company had cash and cash equivalents of $850,000 and $652,000 at December 31, 2024 and 2023, respectively, inclusive of a money market account totaling $761,000 and $461,000 in each of the aforementioned years. Additional sources of funds to fund operations include investments that mature in March 2025 totaling $1,294,000 along with a $2,000,000 unused line of credit (see Note 6 in the accompanying Consolidated Financial Statements). The Company and its subsidiary each maintain checking accounts and one money market account in a financial institution which is 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 Companys funds are held.
Under the terms of each applicable long-term land lease, the contractual adjustments for the last two years were:
|
|
|
Parcel Number |
|
Monthly Increase |
|
Effective Date of Increase |
|
Type ofAdjustment |
|
|
|
|
|
|
|
|
|
|
|
Parcel 2 |
|
$8,847 |
|
May 1, 2023 |
|
COLA |
|
|
Parcel 3S |
|
$14,236 |
|
October 1, 2024 |
|
5% compounded annually for 5 years |
|
|
Parcel 6A |
|
$4,589 |
|
July 1, 2024 |
|
COLA, limited to maximum of 15% |
|
|
Parcel 6B |
|
$2,677 |
|
July 1, 2024 |
|
COLA, limited to maximum of 15% |
|
Through February 7, 2025 all tenants have paid their monthly rent in accordance with their lease agreements.
The COVID-19 pandemic had an adverse impact on Metroparks 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 the Company and Metropark operated under a Revenue Sharing Agreement, dated June 30, 2020, that provided for revenue sharing at various percentages until parking revenues received by Metropark equal or
8
exceed $70,000 per month whereupon Metropark would be obligated to resume regularly scheduled rental payments under its lease. During this time, 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.
In January 2024, the Company entered into a Second Amendment to its Lease Agreement whereby Metropark agreed to return to a fixed monthly rental payment of $57,000 per month effective January 1, 2024 subject to adjustment in accordance with the Lease Agreement. Additionally, the Company and Metropark settled the Companys claim for deferred rent for all prior periods which amounted to $1,127,000 (fully reserved on the Companys books) for $150,000 payable by Metropark in twenty (20) equal quarterly installments commencing on April 1, 2024 together with interest on the unpaid balance in the amount of 4.73% per annum. At December 31, 2024 and 2023, $128,000 and $150,000, respectively related to this settlement is included in Prepaid and other in the accompanying consolidated balance sheets and $150,000 is included in Leasing revenue in the accompanying statements of income and retained earnings in 2023.
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 December 31, 2024, the Companys accrual for the remaining cost of remediation was $343,000 of which $114,000 is expected to be expended in 2025. 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 Companys 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 attorneys fees. In December 2022, the Superior Court denied Spragues Motion for Summary Judgment filed in September 2022 and granted in part and denied in part the Companys Cross Motion for Summary Judgment also filed in September 2022. The matter went to trial before the Superior Court in May 2024. On October 28, 2024, the Superior Court rendered its decision and found that the Companys obligation with respect to the increased cost of constructing the breasting dolphin is $104,000. On January 24, 2025 the Superior Court entered judgment for Sprague in the amount of $173,000 which includes, as required by law, prejudgment interest at 12% per annum. The $173,000 judgment was paid on January 29, 2025. The Company does not intend to appeal unless Sprague files an appeal. At December 31, 2024 and 2023 Liabilities, other includes $173,000 and $104,000, respectively, related to this matter. See Note 9, Discontinued operations and environmental incident in the accompanying Consolidated Financial Statements.
In 2024, the Company declared and paid dividends of $1,848,000 or $0.28 per share.
The declaration of future dividends will depend on future earnings and financial performance.
3.
Results of operations:
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023:
Leasing revenue increased $101,000 from 2023 due principally to a net increase in rent (contractual and contingent) from tenants ($122,000) and an increase in other revenue of $21,000, offset by a net decrease in revenue from Metropark ($42,000) as 2023 included the settlement of $150,000 for rent that was deferred during the COVID-19 pandemic.
Operating expenses increased $67,000 in 2024 due principally to professional fees associated with billboard operations ($62,000) offset by a decrease in property taxes ($53,000) attributable to the adjustment of the property tax accrual for an over accrual in a prior year. The remaining net increase of $58,000 results from an increase in repairs and maintenance ($29,000) along with a general increase in other costs ($29,000).
General and administrative expense increased $52,000 due principally to an increase in payroll and payroll related costs ($72,000) offset by a net decrease in other general and administrative expenses ($20,000).
For the years ended December 31, 2024 and 2023, the Companys effective income tax rate from continuing operations is 27%.
9
Item 8. Financial Statements and Supplementary Data
CAPITAL PROPERTIES, INC. AND SUSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
Page |
|
|
|
Report of Independent Registered Public Accounting Firm Stowe & Degon, LLC |
11 |
|
|
|
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2024 and 2023 |
13 |
|
|
|
|
|
|
|
|
Consolidated Statements of Income and Retained Earnings for the Years Ended December 31, 2024 and 2023 |
14 |
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 |
15 |
|
|
|
|
|
|
|
|
Notes to Consolidated Financial Statements |
16 |
|
10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Capital Properties, Inc.
Providence, Rhode Island
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Capital Properties, Inc. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of income and retained earnings, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition Refer to Note 2 to the Consolidated Financial Statements
Critical Audit Matter Description
The Company derives revenue from long-term leases with original terms ranging from 30 years to 149 years. Effective January 1, 2019 the Company adopted Accounting Standards Codification (ASC) Topic 842, Leases, and elected the package of practical expedients which permits the Company not to reassess under the new standard prior conclusions about lease identification, lease classification, and initial indirect costs and determined that all pre-existing leases were properly accounted for as operating. The long-term leases contain periodic rent increases based on either a specific percentage, market appraisals, changes in the consumer price index or combination thereof. In accordance with generally accepted accounting principles, lease income should be
11
recognized on a straight-line basis. Where straight-line income exceeds the actual contractual payments (the Excess), the Excess should only be recognized to the extent it is collectable. In accordance with ASC 842, if collectability of the lease payments is not probable, lease income shall be limited to the lesser of the income that would be recognized in accordance with ASC 842 (straight-line basis) or the actual lease payment, including variable payments that have been collected from the lessee. The Company evaluates the entire stream of remaining lease payments on a lease-by-lease basis. Analysis of collectability from the lessee (tenant) is subjective and complex and is dependent on many factors including historical experience and the creditworthiness of the tenant. The creditworthiness of the tenant can, and often is, significantly influenced by major factors including the creditworthiness of multiple sub-tenants. The inability to access reliable credit information on all parties impacting the probability of collection creates a collectability constraint. Management updates its collectability analysis of long-term leases annually and has determined that collection of the entire remaining stream of remaining lease payments is not probable. Accordingly lease revenue, including variable payments, is recorded when received from the lessee.
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to the recognition of long-term lease revenue on a straight-line basis included the following, among others:
We inquired and obtained an understanding of the controls over lease revenue recognition, including management's analysis of and conclusions regarding collection probability.
We evaluated the application of the Companys accounting policies in the context of the applicable accounting standards (ASC 842) as adopted on January 1, 2019.
We evaluated the appropriateness and consistency of methods and assumptions used by management to determine and support its collection probability conclusion.
We considered changes in the lease terms, including tenant payment patterns or other information, and determined such information was properly considered by management in its analysis.
/s/ Stowe & Degon, LLC
We have served as the Companys auditor since 2016.
Westborough, Massachusetts
February 7, 2025
12
CAPITAL PROPERTIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
December 31, |
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Properties and equipment (net of accumulated depreciation) (Note 4) |
|
$ |
6,412,000 |
|
|
$ |
6,498,000 |
|
|
|
Cash and cash equivalents |
|
|
850,000 |
|
|
|
652,000 |
|
|
|
Investments |
|
|
1,294,000 |
|
|
|
1,244,000 |
|
|
|
Prepaid and other |
|
|
390,000 |
|
|
|
387,000 |
|
|
|
Prepaid income taxes |
|
|
11,000 |
|
|
|
57,000 |
|
|
|
Deferred income taxes, discontinued operations |
|
|
94,000 |
|
|
|
109,000 |
|
|
|
|
|
$ |
9,051,000 |
|
|
$ |
8,947,000 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Property taxes |
|
$ |
287,000 |
|
|
$ |
340,000 |
|
|
|
Other |
|
|
391,000 |
|
|
|
330,000 |
|
|
|
Deferred income taxes, net |
|
|
284,000 |
|
|
|
284,000 |
|
|
|
Environmental remediation accrual, discontinued operations (Note 9) |
|
|
343,000 |
|
|
|
402,000 |
|
|
|
|
|
|
1,305,000 |
|
|
|
1,356,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
Class A common stock, $.01par; authorized 10,000,000shares; issued andoutstanding 6,599,912shares |
|
|
66,000 |
|
|
|
66,000 |
|
|
|
Capital in excess of par |
|
|
782,000 |
|
|
|
782,000 |
|
|
|
Retained earnings |
|
|
6,898,000 |
|
|
|
6,743,000 |
|
|
|
|
|
|
7,746,000 |
|
|
|
7,591,000 |
|
|
|
|
|
$ |
9,051,000 |
|
|
$ |
8,947,000 |
|
|
See accompanying notes to Consolidated Financial Statements.
13
CAPITAL PROPERTIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
|
|
|
|
|
Years ended December 31, |
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
Leasing revenue |
|
$ |
5,626,000 |
|
|
$ |
5,525,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
Operating |
|
|
949,000 |
|
|
|
882,000 |
|
|
|
General and administrative |
|
|
1,446,000 |
|
|
|
1,394,000 |
|
|
|
|
|
|
2,395,000 |
|
|
|
2,276,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
|
3,231,000 |
|
|
|
3,249,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense: |
|
|
|
|
|
|
|
|
Current |
|
|
892,000 |
|
|
|
885,000 |
|
|
|
Deferred |
|
|
- |
|
|
|
13,000 |
|
|
|
|
|
|
892,000 |
|
|
|
898,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
2,339,000 |
|
|
|
2,351,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Loss on sale of discontinued operations, net of tax (Note 9) |
|
|
(336,000 |
) |
|
|
(24,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
2,003,000 |
|
|
|
2,327,000 |
|
|
|
Retained earnings, beginning |
|
|
6,743,000 |
|
|
|
6,264,000 |
|
|
|
Dividends on common stock based on 6,599,912shares outstanding |
|
|
(1,848,000 |
) |
|
|
(1,848,000 |
) |
|
|
Retained earnings, ending |
|
$ |
6,898,000 |
|
|
$ |
6,743,000 |
|
|
|
Basic income (loss) per common share based upon 6,599,912sharesoutstanding: |
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.35 |
|
|
$ |
0.35 |
|
|
|
Discontinued operations |
|
|
(0.05 |
) |
|
|
(0.00 |
) |
|
|
Total basic income per common share |
|
$ |
0.30 |
|
|
$ |
0.35 |
|
|
See accompanying notes to Consolidated Financial Statements.
14
CAPITAL PROPERTIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
Years ended December 31, |
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Continuing operations: |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
2,339,000 |
|
|
$ |
2,351,000 |
|
|
|
Adjustments to reconcile income from continuing operations to netcash provided by operating activities, continuing operations: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
86,000 |
|
|
|
86,000 |
|
|
|
Deferred income taxes |
|
|
- |
|
|
|
13,000 |
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Prepaid income taxes |
|
|
46,000 |
|
|
|
(36,000 |
) |
|
|
Prepaid and other |
|
|
(3,000 |
) |
|
|
(163,000 |
) |
|
|
Property taxes |
|
|
(53,000 |
) |
|
|
80,000 |
|
|
|
Other |
|
|
61,000 |
|
|
|
(36,000 |
) |
|
|
Net cash provided by operating activities, continuing operations |
|
|
2,476,000 |
|
|
|
2,295,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
Purchase |
|
|
(1,294,000 |
) |
|
|
(1,244,000 |
) |
|
|
Maturity |
|
|
1,244,000 |
|
|
|
- |
|
|
|
Net cash used in investing activities, continuing operations |
|
|
(50,000 |
) |
|
|
(1,244,000 |
) |
|
|
Discontinued operations: |
|
|
|
|
|
|
|
|
Loss of sale of discontinued operation |
|
|
(336,000 |
) |
|
|
(24,000 |
) |
|
|
Adjustment to loss on sale of discontinued operation, deferred income taxes |
|
|
15,000 |
|
|
|
1,000 |
|
|
|
Cash used to settle obligations |
|
|
(59,000 |
) |
|
|
(4,000 |
) |
|
|
|
|
|
(380,000 |
) |
|
|
(27,000 |
) |
|
|
Net cash (used in) investing activities |
|
|
(430,000 |
) |
|
|
(1,271,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities, payment of dividends |
|
|
(1,848,000 |
) |
|
|
(1,848,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
198,000 |
|
|
|
(824,000 |
) |
|
|
Cash and cash equivalents, beginning |
|
|
652,000 |
|
|
|
1,476,000 |
|
|
|
Cash and cash equivalents, ending |
|
$ |
850,000 |
|
|
$ |
652,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures: |
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ |
704,000 |
|
|
$ |
913,000 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to Consolidated Financial Statements.
15
CAPITAL PROPERTIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2024 AND 2023
1.
Description of business:
Capital Properties, Inc. and its wholly-owned subsidiary, Tri-State Displays, Inc. (collectively the Company) operate in a single segment that consists 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 Parcel 20) and the leasing of locations along interstate and primary highways in Rhode Island and Massachusetts to Lamar Outdoor Advertising, LLC (Lamar) on which Lamar has constructed outdoor advertising boards. 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.
2.
Summary of significant accounting policies:
Principles of consolidation:
The accompanying consolidated financial statements include the accounts and transactions of the Company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of estimates:
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (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.
Fair value of financial instruments:
The Company believes that the fair values of its financial instruments, including cash and cash equivalents and payables, approximate their respective book values because of their short-term nature. The fair values described herein were determined using significant other observable inputs (Level 2) as defined by GAAP.
Properties and equipment:
Properties and equipment are stated at cost. Acquisitions and additions are capitalized while routine maintenance and repairs, which do not improve the asset or extend its life, are charged to expense when incurred. Depreciation is being provided by the straight-line method over the estimated useful lives of the respective assets.
The Company reviews properties and equipment for impairment whenever events or changes in circumstances indicate that the net book value of the asset may not be recoverable. An impairment loss will be recognized if the sum of the expected future cash flows (undiscounted and before interest) from the use of the asset is less than the net book value of the asset. Generally, the amount of the impairment loss is measured as the difference between the net book value and the estimated fair value of the asset.
Cash and cash equivalents:
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents include money market accounts totaling $761,000 and $461,000, at December 31, 2024 and 2023, respectively. The Company and its subsidiary each maintain a checking account and one money market account in a bank, all of which are insured by the Federal Deposit Insurance Corporation to a maximum of $250,000. The Company has not experienced any losses in such accounts.
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.
Revenues:
The Companys properties leased to others are under operating leases. The Company reports leasing revenue when earned under the operating method.
16
Certain of the Companys long-term leases (land and billboard) provide for presently known scheduled rent increases over the remaining terms (32 to 129 years). The Company follows GAAP in accounting for leases whereby revenue is recognized on the straight-line basis over the terms of the leases when management is able to conclude that all remaining lease payments are collectable. To date, management has recognized revenue on a contractual basis as it has been unable to conclude that the remaining lease payments are realizable (collectable) due to the magnitude of the remaining lease payments to be collected, the length of the lease terms and other related uncertainties.
The Company reports contingent revenue in the period in which the factors occur on which the contingent payments are predicated.
Income taxes:
The Company and its subsidiary file consolidated income tax returns.
The Company provides for income taxes based on income reported for financial reporting purposes.
Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in the consolidated financial statements. The Company will report any tax-related interest and penalties related to uncertain tax positions as a component of income tax expense. The Companys federal and state income tax returns are generally open for examination for the past three years.
Legal fees:
The Company recognizes legal fees as incurred.
Basic earnings per common share:
Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period.
Recently issued accounting pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280) ("ASU 2023-07"). This update provides, among other things, enhanced segment disclosure requirements including disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this standard during the fiscal year ended December 31, 2024. Other than additional disclosure, the Company did not have a change to its condensed consolidated financial statements upon adoption.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. This ASU is expected to enhance the transparency and decision usefulness of income tax disclosures by requiring public business entities on an annual basis to disclose specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024. The amendments in this ASU are required to be applied on a prospective basis and retrospective adoption is permitted. The Company is currently evaluating the effect of adopting this new accounting guidance, which would be applicable to fiscal year 2025.
In November 2024, the FASB issued ASU 2024-03, Income Statement- Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires new tabular disclosures in the notes to consolidated financial statements, disaggregating certain cost and expense categories within relevant captions on the Consolidated Statements of Operations. The prescribed cost and expense categories requiring disaggregated disclosures include purchases of inventory, employee compensation, depreciation and intangible asset amortization, along with certain other expense disclosures already required by U.S. GAAP that would need to be integrated within the new tabular disaggregated expense disclosures. Additionally, the amendments also require the disclosure of total selling expenses and an entity's definition of those expenses. The amendments in ASU 2024-03 are effective for annual periods beginning after December 15, 2026, which for the Company would be applicable to fiscal year 2027, and for subsequent interim periods. Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the impact the new accounting standard will have on its expense disclosures in the notes to the consolidated financial statements
3.
Investments:
Investments consist of U.S. Treasury securities that yield 4.86% and mature in March 2025. The Company classifies its U.S. Treasury securities as held-to-maturity in accordance with ASC 320 Investments - Debt and Equity Securities. Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity
17
treasury securities are recorded at amortized cost on the accompanying consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.
4.
Properties and equipment:
Properties and equipment consist of the following:
|
|
|
|
|
EstimatedUseful |
|
December 31, |
|
|
|
|
|
Life in Years |
|
2024 |
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land and land improvements on lease or held for lease |
|
|
|
$ |
4,439,000 |
|
|
$ |
4,439,000 |
|
|
|
Building and improvements, Steeple Street (Note 7) |
|
30 |
|
|
2,582,000 |
|
|
|
2,582,000 |
|
|
|
|
|
|
|
|
7,021,000 |
|
|
|
7,021,000 |
|
|
|
Less accumulated depreciation: |
|
|
|
|
|
|
|
|
|
|
Land improvements on lease or held for lease |
|
|
|
|
93,000 |
|
|
|
93,000 |
|
|
|
Steeple Street property (Note 7) |
|
|
|
|
516,000 |
|
|
|
430,000 |
|
|
|
|
|
|
|
|
609,000 |
|
|
|
523,000 |
|
|
|
|
|
|
|
$ |
6,412,000 |
|
|
$ |
6,498,000 |
|
|
5.
Liabilities, other:
Liabilities, other consist of the following:
|
|
|
|
|
December 31, |
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
Sprague judgment and prejudgment interest |
|
$ |
173,000 |
|
|
$ |
104,000 |
|
|
|
Deposits and prepaid rent |
|
|
135,000 |
|
|
|
146,000 |
|
|
|
Other |
|
|
83,000 |
|
|
|
80,000 |
|
|
|
|
|
$ |
391,000 |
|
|
$ |
330,000 |
|
|
6.
Note Payable - Revolving Credit Line:
The Company entered into a financing agreement (Agreement) with BankRI that provides for a revolving line-of-credit (the Line) with a maximum borrowing capacity of $2,000,000 through March 2027. Amounts outstanding under the Agreement bear interest at the one month Chicago Mercantile Exchange ("CME") Secured Overnight Financing Rate ("SOFR") plus 200 basis points. Borrowings under the Line are secured by a First Mortgage on Parcel 5 in the Capital Center District in Providence, Rhode Island (the Property). The Line requires the maintenance of a debt service coverage ratio of not less than 1.25 to 1.0 on the Property and 1.20 to 1.0 for the Company. The Agreement contains other restrictive covenants, including, among others, a $250,000 limitation on the purchase of its outstanding capital stock in any twelve-month period. No advances have been made under the Line.
7.
Description of leasing arrangements:
Long-term land leases:
Through December 31, 2024 the Company had entered into eight long-term land leases, all of which have completed construction of improvements thereon. The leases generally have a term of 99 years or more, are triple net, and provide for periodic adjustment in rent of various types depending on the particular lease and otherwise contain terms and conditions normal for such instruments.
Under the eight land leases, the tenants may negotiate tax stabilization treaties or other arrangements, appeal any changes in real property assessments, and must pay real property taxes assessed on land and improvements under these arrangements. Accordingly, real property taxes payable by the tenants are excluded from leasing revenues and leasing expenses on the accompanying consolidated statements of income and retained earnings. For each of the years ended December 31, 2024 and 2023, the real property taxes attributable to the Companys land under leases, exclusive of Parcel 2 which is a condominium, were $944,000.
Under two of the long-term land leases, the Company receives contingent rentals (based on a fixed percentage of gross revenue received by the tenants) which totaled $123,000 and $118,000 for the years ended December 31, 2024 and 2023, respectively.
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
18
100,000 square feet of mixed use improvements. Prior to transfer of possession, no rent is being paid by the tenant and the Company receives all rents from existing tenants and parking lease revenue and remains responsible for all expenses, including real estate taxes, related to Parcel 20. Following tenant's possession, tenant is obligated to pay ground rent for the parcel and to purchase the historic building presently located on the premises for an additional amount payable monthly over twenty years. At December 31, 2024, the Parcel 20 lease has not yet commenced.
Property tax expense associated with the Company's parcels that are available for lease are included in operating expenses on the accompanying consolidated statements of income and retained earnings and are $521,000 (inclusive of a $53,000 reduction due to a prior year over accrual) for the year ended December 31, 2024 and $574,000 in 2023.
Lamar lease:
Tri-State Displays, Inc., leases 23 outdoor advertising locations containing 44 billboard faces along interstate and primary highways in Rhode Island and Massachusetts to Lamar under a lease which expires in 2057. The Lamar lease provides, among other things, for the following: (1) the base rent will increase annually at the rate of 2.75% for each leased billboard location on June 1 of each year, and (2) in addition to base rent, for each 12-month period commencing each June 1, Lamar must pay to the Company within thirty days after the close of the lease year 30% of the gross revenues from each standard billboard and 20% of the gross revenues from each electronic billboard for such 12-month period, reduced by the sum of (a) commissions paid to third parties and (b) base monthly rent for each leased billboard display for each 12-month period. For the lease years ended May 31, 2024 and 2023, the percentage rent totaled $147,000 and $188,000, respectively, which amounts are included in Leasing revenue on the accompanying consolidated statements of income and retained earnings for the years ended December 31, 2024 and 2023.
Parking lease:
The Company leases the undeveloped parcels of land in or adjacent to the Capital Center area (other than Parcel 6C) for public parking purposes to Metropark under a ten-year lease dated January 1, 2017. The lease is cancellable as to all or any portion of the leased premises at any time on thirty days written notice in order for the Company or any new tenant of the Company to develop all or any portion of the leased premises. The parking lease provides for contingent rent based on a fixed percentage of gross revenue in excess of the base rent as defined in the agreement.
The COVID-19 pandemic had an adverse impact on Metroparks 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 the Company and Metropark operated under a Revenue Sharing Agreement, dated June 30, 2020, that provided for revenue sharing at various percentages until parking revenues received by Metropark equal or exceed $70,000 per month whereupon Metropark would be obligated to resume regularly scheduled rental payments under its lease. During this time, 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.
On January 9, 2024, the Company entered into a Second Amendment to its Lease Agreement whereby Metropark agreed to return to a fixed monthly rental payment of $57,000 per month effective January 1, 2024 subject to adjustment in accordance with the Lease Agreement. Additionally, the Company and Metropark settled the Companys claim for deferred rent for all prior periods which amounted to $1,127,000 (fully reserved on the Companys books) for $150,000 payable by Metropark in twenty (20) equal quarterly installments commencing on April 1, 2024 together with interest on the unpaid balance in the amount of 4.73% per annum. At December 31, 2024 and 2023, $128,000 and $150,000, respectively, related to this settlement is included in Prepaid and other in the accompanying consolidated balance sheets and $150,000 is included in Leasing revenue in the accompanying statements of income and retained earnings in 2023.
Minimum future contractual rental payments, inclusive of presently known scheduled rent increases to be received from non-cancellable long-term leases as of December 31, 2024 are:
|
|
|
Year ending December 31, |
|
|
|
|
|
2025 |
|
$ |
4,600,000 |
|
|
|
2026 |
|
|
4,646,000 |
|
|
|
2027 |
|
|
4,682,000 |
|
|
|
2028 |
|
|
4,714,000 |
|
|
|
2029 |
|
|
4,780,000 |
|
|
|
2030-2153 |
|
|
759,669,000 |
|
|
|
|
|
$ |
783,091,000 |
|
|
19
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 December 31, 2024 the excess of straight-line rentals (calculated by excluding variable payments) over contractual payments was $96,062,000.
In the event of tenant default, the Company has the right to reclaim its leased land together with any improvements thereon, subject to the right of any leasehold mortgagee to enter into a new lease with the Company with the same terms and conditions as the lease in default.
The following table sets forth those major tenants whose revenues exceed 10 percent of the Companys revenues for the years ended December 31, 2024 and 2023:
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
Lamar Outdoor Advertising, LLC: |
|
|
|
|
|
|
|
|
Contractual |
|
$ |
1,068,000 |
|
|
$ |
1,043,000 |
|
|
|
Contingent |
|
|
147,000 |
|
|
|
188,000 |
|
|
|
|
|
|
1,215,000 |
|
|
|
1,231,000 |
|
|
|
Metropark: |
|
|
|
|
|
|
|
|
Contractual |
|
|
684,000 |
|
|
|
576,000 |
|
|
|
Settlement |
|
|
- |
|
|
|
150,000 |
|
|
|
|
|
|
684,000 |
|
|
|
726,000 |
|
|
|
1701 R.C. Sarasota Invest, LLC |
|
|
661,000 |
|
|
|
618,000 |
|
|
|
HGIT Center Place |
|
|
647,000 |
|
|
|
641,000 |
|
|
|
Waterplace Condominiums |
|
|
609,000 |
|
|
|
574,000 |
|
|
|
|
|
$ |
3,816,000 |
|
|
$ |
3,790,000 |
|
|
8.
Income taxes, continuing operations:
For the years ended December 31, 2024 and 2023, income tax expense from continuing operations is comprised of the following components:
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
Current: |
|
|
|
|
|
|
|
|
Federal |
|
$ |
645,000 |
|
|
$ |
637,000 |
|
|
|
State |
|
|
247,000 |
|
|
|
248,000 |
|
|
|
|
|
|
892,000 |
|
|
|
885,000 |
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
Federal |
|
|
- |
|
|
|
8,000 |
|
|
|
State |
|
|
- |
|
|
|
5,000 |
|
|
|
|
|
|
- |
|
|
|
13,000 |
|
|
|
|
|
$ |
892,000 |
|
|
$ |
898,000 |
|
|
For the years ended December 31, 2024 and 2023, a reconciliation of the income tax provision from continuing operations as computed by applying the United States income tax rate of 21% to income before income taxes is as follows:
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
Computed "expected" tax |
|
$ |
679,000 |
|
|
$ |
676,000 |
|
|
|
Increase in "expected" tax resulting from state income tax,net of federal income tax benefit |
|
|
205,000 |
|
|
|
198,000 |
|
|
|
Nondeductible expenses and other |
|
|
8,000 |
|
|
|
24,000 |
|
|
|
|
|
$ |
892,000 |
|
|
$ |
898,000 |
|
|
20
Deferred income taxes are recorded based upon differences between financial statement and tax basis amounts of assets and liabilities. The tax effects of temporary differences from continuing operations which give rise to deferred tax assets and liabilities were as follows:
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
Gross deferred tax liabilities: |
|
|
|
|
|
|
|
|
Property having a financial statement basis in excess oftax basis |
|
$ |
364,000 |
|
|
$ |
364,000 |
|
|
|
Accounts receivable |
|
|
57,000 |
|
|
|
52,000 |
|
|
|
Insurance premiums and accrued leasing revenues |
|
|
46,000 |
|
|
|
49,000 |
|
|
|
|
|
|
467,000 |
|
|
|
465,000 |
|
|
|
Gross deferred tax assets: |
|
|
|
|
|
|
|
|
Prepaid rent |
|
|
(36,000 |
) |
|
|
(40,000 |
) |
|
|
Accounts payable and accrued expenses |
|
|
(69,000 |
) |
|
|
(49,000 |
) |
|
|
Accrued property taxes |
|
|
(78,000 |
) |
|
|
(92,000 |
) |
|
|
|
|
|
(183,000 |
) |
|
|
(181,000 |
) |
|
|
|
|
$ |
284,000 |
|
|
$ |
284,000 |
|
|
9.
Discontinued operations and environmental incident and subsequent event:
Prior to February 2017, the Company operated a petroleum storage facility (Terminal) through two of its wholly owned subsidiaries. On February 10, 2017, the Terminal was sold to Sprague Operating Resources, LLC (Sprague). In accordance with ASC 205-20, Presentation of Financial Statements Discontinued Operations, the sale of the Terminal is accounted for as a discontinued operation.
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 fuel oil leak which allowed the escape of a small amount of fuel oil. For the year ended December 31, 2023, the Company incurred costs of $79,000 of which $4,000 was charged against the environmental remediation accrual resulting in a liability of $402,000 at December 31, 2023 with the balance charged to other liabilities. Throughout 2023, operational issues negatively affected system performance and it was determined continued operation of the system to recover oil was no longer feasible. In 2024 meetings were held with RIDEM to review system performance and it was agreed that an assessment to evaluate the stability of the oil in the ground ("plume stability") was warranted. The system was shut down in 2024 but not dismantled and minimal maintenance was provided. A revised RAWP is being prepared to set forth the criteria for demonstrating plume stability and eventual site closure. For the year ended December 31, 2024, the Company incurred costs of $59,000 which was charged against the environmental remediation accrual resulting in a liability of $343,000 at December 31, 2024. Any subsequent increases or decreases to the expected cost of remediation will be recorded in the Companys consolidated income statements as gain or loss on sale of discontinued operations.
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 Companys opinion, a 20% cap on the increase from the initial estimate, subject to a sharing arrangement. In November 2019, Sprague asserted that it was owed $427,000 and the Company asserted that its obligation under the Agreement cannot 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, interest and attorneys fees. In December 2022, the Superior Court denied Spragues Motion for Summary Judgment filed in September 2022 and granted in part and denied in part the Companys Cross Motion for Summary Judgment also filed in September 2022. The matter went to trial before the Superior Court in May 2024. On October 28, 2024, the Superior Court rendered its decision and found that the Companys obligation with respect to the increased cost of constructing the breasting dolphin is $104,000. On January 24, 2025 the Superior Court entered judgment for Sprague in the amount of $173,000 which includes, as required by law, prejudgment interest at 12% per annum. The $173,000 judgment was paid on January 29, 2025. The Company does not intend to appeal unless Sprague files an appeal. At December 31, 2024 and 2023 Liabilities, other includes $173,000 and $104,000, respectively, related to this matter.
For the years ended December 31, 2024 and 2023 loss from discontinued operations includes legal costs associated with the Sprague litigation of $393,000 and $30,000 respectively, and in 2024, prejudgment interest of $69,000 all of which are net of an income tax benefit of $126,000 and $6,000 for the same periods.
21
10.
Segment information:
As the Company operates solely within the leasing industry, it constitutes a single reportable segment, with all revenues, operating expenses and assets attributable to this segment reflected in the consolidated financial statements. The Companys chief operating decision maker (CODM), Robert H. Eder, Chairman/President evaluates performance based on the consolidated results.
The following information is used by the CODM for making operating decisions and assessing the performance of the leasing segment:
|
|
|
|
|
2024 |
|
|
2023 |
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
Long-term land leases: |
|
|
|
|
|
|
|
|
Contractual |
|
$ |
3,322,000 |
|
|
$ |
3,200,000 |
|
|
|
Contingent |
|
|
123,000 |
|
|
|
118,000 |
|
|
|
Billboard leases: |
|
|
|
|
|
|
|
|
Contractual |
|
|
1,068,000 |
|
|
|
1,043,000 |
|
|
|
Contingent |
|
|
147,000 |
|
|
|
188,000 |
|
|
|
Short-term leases: |
|
|
|
|
|
|
|
|
Contractual |
|
|
870,000 |
|
|
|
899,000 |
|
|
|
Interest income |
|
|
96,000 |
|
|
|
77,000 |
|
|
|
|
|
|
5,626,000 |
|
|
|
5,448,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Property tax expense |
|
$ |
521,000 |
|
|
$ |
574,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
2,339,000 |
|
|
$ |
2,351,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
$ |
9,051,000 |
|
|
$ |
8,947,000 |
|
|
11.
Subsequent event:
At its January 29, 2025 regularly scheduled quarterly Board meeting, the Board of Directors voted to declare a quarterly dividend of $.07 per share for shareholders of record on February 2, 2024, payable February 21, 2025.
22
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no changes in, or disagreements with, accountants on accounting or financial disclosure as defined by Item 304 of Regulation S-K.
Item 9A. Controls and Procedures
Under the supervision of the Companys management, including its principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon this evaluation, the principal executive officer and principal financial officer have concluded that, as of such date, the Companys disclosure controls and procedures were effective in making them aware on a timely basis of the material information relating to the Company required to be included in the Companys periodic filings with the Securities and Exchange Commission.
Management's Annual Report on Internal Control over Financial Reporting
The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Companys internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of published financial statements in accordance with United States generally accepted accounting principles.
However, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with policies may deteriorate.
Management conducted its evaluation of the effectiveness of its internal control over financial reporting based on the framework in 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as of December 31, 2024.
Based on this assessment, the principal executive officer and principal financial officer believe that as of December 31, 2024, the Companys internal control over financial reporting was effective based on criteria set forth by COSO in 2013 Internal Control-Integrated Framework.
This annual report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.
Changes in Internal Control over Financial Reporting
During the quarter ended December 31, 2024, there has been no change in the Companys internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosures Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
23
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information concerning directors required by this item, including the Audit Committee and the Audit Committee financial expert, is incorporated by reference to the Sections entitled Election of Directors, Security Ownership of Certain Beneficial Owners and Management and Audit Committee Report in the Companys Definitive Proxy for the 2025 Annual Meeting of Shareholders to be filed with the SEC.
The following are the executive officers of the Registrant:
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|
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Name |
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Age |
|
Office Held at CapitalProperties, Inc. |
|
Date of First Election to Office |
|
|
Robert H. Eder |
|
92 |
|
Chairman/President |
|
1995 |
|
|
Susan R. Johnson |
|
65 |
|
Treasurer |
|
2017 |
|
|
Stephen J. Carlotti |
|
82 |
|
Secretary |
|
1998 |
|
All officers hold their respective offices until their successors are duly elected and qualified. Mr. Carlotti is a partner in the law firm, Hinckley, Allen & Snyder LLP, which firm provides legal services to the Company.
Code of Ethics:
The Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company and its subsidiary including the Principal Executive Officer and the Treasurer (who is both the principal accounting and financial officer), which meets the requirement of a code of ethics as defined in Item 406 of Regulation S-K. The Company will provide a copy of the Code to shareholders pursuant to any request directed to the Treasurer at the Companys principal offices. The Company intends to disclose any amendments to, or waiver of, any provisions of the Code for the Principal Executive Officer or Treasurer, or any person performing similar functions.
The additional information required by this item is incorporated by reference to the Section entitled Corporate Governance in the Companys Definitive Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the Sections entitled Compensation of Directors, Compensation Discussion and Analysis, and Executive Compensation in the Companys Definitive Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the Section entitled Security Ownership of Certain Beneficial Owners and Management in the Companys Definitive Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated by reference to the Sections entitled Election of Directors and Transactions with Management in the Companys Definitive Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the Section entitled Independent Registered Public Accountants in the Companys Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission.
24
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
and (c) The consolidated financial statements are included in Item 8.
(b)
Exhibits:
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2.1 |
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Asset Purchase Agreement, dated January 24, 2017, by and among Capital Properties, Inc., Dunellen, LLC, Capital Terminal Company and Sprague Operating Resources LLC (incorporated by reference to Exhibit 2.1 to the Registrants report on Form 8-K filed on January 26, 2017)* |
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3.1 |
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Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrants report on Form 8-K filed on April 24, 2013) |
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3.2 |
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By-laws, as amended, October 25, 2017 (incorporated by reference to Exhibit 3.2 to the registrants report on Form 8-K filed October 25, 2017) |
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10 |
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Material contracts: |
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(a) |
Lease between Metropark, Ltd. and Company: |
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(i) Dated January 1, 2017 (incorporated by reference to Exhibit 10 to the registrants annual report on Form 10-K for the year ended December 31, 2017) |
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(ii) Letter Agreement dated July 31, 2020 between the Company and Metropark, Ltd. modifying the obligations of Metropark (incorporated by reference to Exhibit 10 to the registrant's annual report on Form 10K for the year ended December 31, 2020). |
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(iii) Second Amendment dated January 9, 2024 (incorporated by reference to Exhibit 10 to the registrant's annual report on Form 10K for the year ended December 31, 2023). |
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|
20 |
|
Map of the Company's parcels in Downtown Providence, Rhode Island |
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21 |
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Subsidiary of the Company |
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31.1 |
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Rule 13a-14(a) Certification of Chairman and Principal Executive Officer |
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31.2 |
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Rule 13a-14(a) Certification of Treasurer and Principal Financial Officer |
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32.1 |
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Certification of Chairman and Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2 |
|
Certification of Treasurer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
101 |
|
The following financial information from the Companys Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 7, 2025, formatted in Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document. |
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(i) |
Consolidated Balance Sheets as of December 31, 2024and 2023 |
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(ii) |
Consolidated Statements of Income and Retained Earnings for the Years ended December 31, 2024 and 2023 |
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(iii) |
Consolidated Statements of Cash Flows for the Years ended December 31, 2024 and 2023 |
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(iv) |
Notes to Consolidated Financial Statements. |
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104 |
|
The cover page from the Companys Annual Report on Form 10-K for the year ended December 31, 2024 has been formatted in Inline XBRL. |
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* Pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC, certain schedules to the Asset Purchase Agreement have been omitted. The registrant hereby agrees to furnish supplementally to the SEC, upon its request, any or all omitted schedules.
25
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.
|
|
|
CAPITAL PROPERTIES, INC. |
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|
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By |
/s/ Robert H. Eder |
|
|
|
Robert H. Eder |
|
|
|
Chairman/President and Principal Executive Officer |
|
DATED: February 7, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company and on the dates indicated.
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|
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/s/ Robert H. Eder |
|
February 7, 2025 |
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|
Robert H. Eder |
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|
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Chairman/President, Director and |
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|
|
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Principal Executive Officer |
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|
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/s/ Susan R. Johnson |
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February 7, 2025 |
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Susan R. Johnson |
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|
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Treasurer, Principal Financial Officer |
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|
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and Principal Accounting Officer |
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/s/ Daniel T. Noreck |
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February 7, 2025 |
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Daniel T. Noreck |
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|
|
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Director |
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|
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|
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/s/ Steven G. Triedman |
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February 7, 2025 |
|
|
Steven G. Triedman |
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|
|
|
Director |
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|
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26