CAPITAL PROPERTIES INC /RI/
10QSB, 1994-11-15
RAILROADS, LINE-HAUL OPERATING
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<TABLE>
     CAPITAL PROPERTIES, INC. AND SUBSIDIARY
     CONSOLIDATED STATEMENTS OF INCOME (LOSS)
     (Unaudited)                                       Three Months Ended        Nine Months Ended
                                                          September 30             September 30      
                                                         1994       1993         1994         1993   
<S>                                                  <C>        <C>
     Income:
       Rentals (Note 5)............................   $ 375,000   $352,000    $1,135,000   $1,011,000
       Garage and surface parking revenues.........      97,000     96,000       319,000      295,000
       Interest:
        Providence and Worcester Railroad Company..     209,000    220,000       634,000      697,000
        Other......................................       3,000      4,000        11,000        7,000
                                                        684,000    672,000     2,099,000    2,010,000
     Expenses:
       Expenses applicable to:
        Rental income..............................     167,000    139,000       456,000      403,000
        Garage and surface parking.................     157,000    150,000       474,000      451,000
       General and administrative..................     269,000    269,000       814,000      781,000
       Interest....................................      51,000     52,000       148,000      176,000
                                                        644,000    610,000     1,892,000    1,811,000
     Income before income taxes and cumulative
       effect of change in accounting principle....      40,000     62,000       207,000      199,000

     Income tax expense (benefit) .................      (5,000)   (17,000)       83,000       52,000

     Income before cumulative effect
       of change in accounting principle...........      45,000     79,000       124,000      147,000

     Cumulative effect of change in
       accounting principle (Note 3)...............                                           866,000

     Net income (loss).............................   $  45,000   $ 79,000    $  124,000   $ (719,000)

     Earnings (loss) per common share (Note 9):
       Income (loss) before cumulative effect
        of change in accounting principle..........     $ .05       $ .08       $ .12        $ .15
       Cumulative effect of change in accounting
        principle..................................                   .08                     (.86)
       Net income (loss) per common share..........     $ .05       $ .08       $ .12        $(.71)

     Dividends per common share....................     $ -0-       $ -0-       $ .10        $ .10

</TABLE>
     See notes to consolidated financial statements.

<PAGE>
<TABLE>
     CAPITAL PROPERTIES, INC. AND SUBSIDIARY

     CONSOLIDATED STATEMENTS OF CASH FLOWS
     NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
     INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
     (Unaudited)

                                                     1994          1993  
<S>                                              <C>           <C>
     Cash flows from operating activities:
       Net income (loss)....................      $ 124,000     $(719,000)
       Adjustments to reconcile net income
        (loss) to net cash provided by
        operating activities:
         Cumulative effect of change in 
          accounting principle..............                      866,000
         Depreciation ......................        286,000       285,000
         Deferred income taxes .............        (93,000)     (128,000)
         Other, principally net changes in
          other receivables, accounts
          payable and accrued expenses......        (65,000)       16,000
       Net cash provided by operating
        activities..........................        252,000       320,000


     Cash flows from investing activities:
       Dividends............................       (100,000)     (101,000)
       Purchase of properties and 
        equipment...........................        (22,000)      (97,000)
       Proceeds from collection of
        notes receivable....................        383,000       859,000
       Repurchase and retirement of
        common stock........................                      (76,000)
       Net cash provided by investing
        activities..........................        261,000       585,000


     Cash flows from financing activities,
       payment of notes payable, bank.......       (543,000)     (696,000)


     Increase (decrease) in cash and
       cash equivalents.....................        (30,000)      209,000
     Cash and cash equivalents, beginning...        813,000       663,000
     Cash and cash equivalents, ending......      $ 783,000     $ 872,000


     Supplemental disclosure, cash paid for:

       Interest.............................      $ 144,000     $ 174,000

       Income taxes.........................      $ 234,000     $ 184,000


</TABLE>
     See notes to consolidated financial statements.

<PAGE>
       
       CAPITAL PROPERTIES, INC. AND SUBSIDIARY
       
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       (Unaudited)
       
       
   1.  In the opinion  of  management,  the  accompanying interim consoli-
       dated financial  statements  contain  all  adjustments necessary to
       present fairly the financial position  as of September 30, 1994 and
       the results of  operations  for  the  three  and  nine months ended
       September 30, 1994 and  1993,  and  cash  flows for the nine months
       ended September 30, 1994 and 1993.
       

   2.  Results for interim periods  may  not  be necessarily indicative of
       the results to be expected for the year.
       
<TABLE>
       
   3.  Properties and equipment:

<S>                                               <C>
               Properties and equipment on
                lease or held for lease:
                Land and land improvements.......   $ 6,128,000
                Buildings and structures.........       389,000
                Equipment, petroleum storage
                 tanks...........................     4,163,000
                                                     10,680,000
               Other:
                Land and land improvements.......       192,000
                Buildings, principally parking
                 garage..........................     2,536,000
                Equipment........................       131,000
                                                      2,859,000
                                                     13,539,000
               Less accumulated depreciation:
                Properties and equipment on 
                 lease or held for lease.........     3,127,000
                Other............................       525,000
                                                      3,652,000
                                                    $ 9,887,000
               
               
   4.  Other receivables:
               
               Rentals, principally tenant 
                property tax reimbursement......    $   110,000
               Interest:
                 Providence and Worcester
                  Railroad Company..............         69,000
                 Other..........................          2,000
                                                    $   181,000

</TABLE>
<PAGE>       
       CAPITAL PROPERTIES, INC. AND SUBSIDIARY
       
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
       (UNAUDITED)
       
       
   5.  Description of leasing arrangements:

       At September 30, 1994,  the  Company  has entered into land leases
       for four separate land parcels  with  remaining terms of up to 100
       years, three of which  leases  have  commenced.   The Company also
       leases petroleum storage  facilities  and  various parcels of land
       (leased principally for  outdoor  advertising and surface parking)
       for remaining terms of up to 20 years.
       
       For those leases  with  scheduled  rent  increases, the cumulative
       excess  of  straight-line  over  contractual  rentals (considering
       scheduled rent increases over the initial  20 to 102 year terms of
       the  leases)  amounted  to   $7,572,000  at  September  30,  1994.
       Management had been able to  conclude that the excess of straight-
       line over  contractual  rentals  ($158,000  through  September 30,
       1994) is realizable when payable over the terms of the leases.


   6.  Notes payable, bank:

       In 1990, the Company refinanced a note due of $2,500,000 by making
       a principal payment of $50,000  and  by  issuing a new note in the
       amount of $2,450,000 with  interest  at  1%  over prime payable in
       monthly installments of principal and interest of $23,000 due July
       1993.  This note was then extended to December 1994, at which time
       a final payment of $2,054,000 is due.   The note is secured by the
       Company's parking garage  which  collateralized the original note.
       The balance at September 30, 1994 is $2,084,000.
       
       In connection with the purchase of  a  parcel of land in 1990, the
       Company increased the principal amount  of a note previously given
       to the bank from $800,000 to  $1,425,000, with interest at 1% over
       prime payable  monthly  until  October  1990,  and thereafter with
       monthly payments of principal in  the amount of $8,000 plus inter-
       est.  The note was further extended to December 1994.  During 1993
       the Company made prepayments  on  its  note  to the bank totalling
       $650,000 and in 1994 prepaid the remaining balance.
       
       
   7.  Income taxes:
       
       Effective January 1, 1993,  the Company adopted Financial Account-
       ing Standards Board Statement No.  109 (FAS 109) which changed the
       Company's method of accounting for  income taxes from the deferred
       method (Accounting Principles Board  Opinion  No.  11) to an asset
       and liability method.   The  cumulative  effect  of this change is
       reported as a charge  to  income  of  $866,000  or $.86 per common
       share for the nine months ended September 30, 1993.
       
       
<PAGE>       

       
       CAPITAL PROPERTIES, INC. AND SUBSIDIARY
       
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
       (UNAUDITED)
       

   7.  Income taxes (continued):

       Deferred taxes are  recorded  based  upon  differences between the
       financial statement and tax  basis  of  assets and liabilities and
       available tax credit carryforwards.    The tax effect of temporary
       differences and  carryforwards  which  give  rise  to deferred tax
       assets and liabilities at September 30, 1994 were as follows:

<TABLE>
<S>                                               <C>
       
              Gross deferred tax liabilities:
                Property having a financial
                 statement basis in excess of
                 its tax basis...................   $1,614,000
                Excess of straight line over
                 contractual rental income.......       63,000
                                                     1,677,000
              Gross deferred tax assets,
               principally professional fees.....     (112,000)
                                                    $1,565,000
</TABLE>
   8.  Commitment:

       Under an agreement with the State  of Rhode Island entered into in
       1990, the Company will owe the  State $158,000 upon the earlier to
       occur of (a) 30 days after the  completion of a building on one of
       the Company's parcels,  or  (b)  60  days  after completion by the
       State of a construction  contract  for certain public improvements
       affecting the aforementioned parcel.  The Company anticipates that
       such payment will not be  due  until  the first quarter of 1995 at
       the earliest and will  be  reimbursable  by  the developer of such
       parcel.   Accordingly,  the  Company  has  not  provided  for such
       obligation on the  accompanying consolidated financial statements.
       The agreement is secured  by  a  mortgage  on one of the Company's
       parcels.  The agreement  further  provides that, should the amount
       not be paid when it is due, interest will accrue from the due date
       at the rate of prime plus 1%.

   9.  Earnings (loss) per common share:

       The earnings per common share for  the three and nine months ended
       September 30, 1994 was  calculated  by  dividing the net income by
       the number of shares outstanding (1,000,000 shares).  The earnings
       per common share for the three and nine months ended September 30,
       1993 was calculated by  dividing  the  net  income by the weighted
       average of  shares  outstanding  (1,000,000  and 1,005,278 shares,
       respectively).

<PAGE>
         
         CAPITAL PROPERTIES, INC. AND SUBSIDIARY


 Item 2. Management's Discussion and Analysis or Plan of Operation

         Financial condition:
         
              A significant portion  of  the  Company's  land consists of

         approximately 20.5 acres, including 1.9  acres of air rights, in

         downtown Providence, Rhode  Island,  held  for  development.  In

         connection with the  development  of  the Company's parcels, the

         construction of a hotel on  one  of  the parcels continues to be

         delayed by the ongoing economic  conditions  in New England.  At

         this time,  management  is  unable  to  predict  when  leases on

         additional parcels  will  commence;  however,  the  Company will

         continue to use these parcels for surface parking.

              In 1990, the Company refinanced a note due of $2,500,000 by

         making a principal payment of $50,000  and by issuing a new note

         in the amount  of  $2,450,000  with  interest  at  1% over prime

         (which prime rate  has  increased  1.25%  since January 1, 1994)

         payable in  monthy  installments  of  principal  and interest of

         $23,000 until July 1993.  The note was then extended to December

         1994, at which time a final  payment  of $2,054,000 is due.  The

         note  is  secured   by   the   Company's  parking  garage  which

         collateralized the original note.    The Company does not expect

         to have sufficient available cash  to  make the final payment of

         $2,054,000 when  due  in  December  1994.    However, management

         believes  that,  in  accordance   with  past  practice,  it  can

         negotiate the extension of the repayment of this note.

              In connection with  the  purchase  of  a  parcel of land in

         1990, the  Company  increased  the  principal  amount  of a note

         previously given to the bank from $800,000 to $1,425,000,  with 


<PAGE>         

         interest at 1% over  prime  payable  monthly until October 1990,

         and thereafter with monthly payments  of principal in the amount

         of $8,000 plus  interest.    The  note  was  further extended to

         December 1994.  During 1993  the Company made prepayments on its

         note to the  bank  totalling  $650,000  and  in 1994 prepaid the

         remaining balance.

              Effective January 1,  1993,  the  Company adopted Financial

         Accounting Standards Board  Statement  No.  109  (FAS 109) which

         changed the Company's method of accounting for income taxes from

         the deferred method (Accounting Principles Board Opinion No. 11)

         to the asset and  liability  method.    The cumulative effect of

         this change is reported  as  a  charge  to income of $866,000 or

         $.86 per common share  for  the  nine months ended September 30,

         1993.

         
         Results of operations:
         
              For the three  and  nine  months  ended September 30, 1994,

         total income increased  approximately  2%  and 4%, respectively,

         over the 1993 level  due  principally  to  an increase in rental

         income resulting  from  scheduled  increases  in  long-term land

         leases offset in part by  a  decrease  in interest income on the

         note receivable from  Providence  and Worcester Railroad Company

         resulting from voluntary prepayments.

              For the three  and  nine  months  ended September 30, 1994,

         total expenses increased approximately  6% and 4%, respectively,

         over the 1993 level.

              For the three and nine  months  ended September 30, 1994 as

         compared with the same period in 1993,  the decrease in interest 

<PAGE>
         

         expense results from the prepayments  made by the Company on the

         notes payable as discussed above, offset in part by increases in

         the prime rate.

              Future  cash  outlays  for  income  taxes  may  be  a  more

         significant portion of  total  tax  expense  and  may exceed tax

         expense  for  financial   reporting   purposes.    This  results

         principally  from  the  recognition   of   rental  income  on  a

         contractual basis for tax  reporting  purposes and to additional

         depreciation claimed for financial reporting purposes.


<PAGE>

                                    PART II


          Item 6.  Exhibits and Reports on Form 8-K

                   No reports on 8-K were filed during the quarter    
                   ended September 30, 1994.



                                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.



                                     By Joseph R. DiStefano        
                                     Joseph R. DiStefano, President



                                     By Barbara J. Dreyer          
                                     Barbara J. Dreyer, Treasurer
                                     and Principal Financial Officer





        DATED:  October 24, 1994




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