<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the quarterly period ended MARCH 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from _____________ to __________________
Commission File Number 0-9380
CAPITAL PROPERTIES, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
RHODE ISLAND 05-0386287
-------------------------------- --------------------------------
(State or other jurisdiction of IRS Employer Identification No.
incorporation or organization)
100 DEXTER ROAD, EAST PROVIDENCE, RHODE ISLAND 02914
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(401) 435-7171
- --------------------------------------------------------------------------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes common
equity, as of the latest practicable date:
As of May 2, 2000, the Issuer had 3,000,000 shares of common stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE> 2
PART I
ITEM 1. FINANCIAL STATEMENTS
CAPITAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Properties and equipment (net of accumulated depreciation)....... $11,268,000
Cash and cash equivalents........................................ 5,385,000
Receivables:
Tenant property tax reimbursements............................ 183,000
Income taxes.................................................. 100,000
Other......................................................... 72,000
Accrued rental income............................................ 476,000
Prepaid and other................................................ 227,000
-----------
$17,711,000
===========
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<S> <C>
Liabilities:
Accounts payable and accrued expenses:
Property taxes.............................................. $ 621,000
Other....................................................... 594,000
Deferred income taxes......................................... 1,923,000
Deferred condemnation proceeds................................ 158,000
-----------
3,296,000
===========
Shareholders' equity:
Common stock, $1 par; authorized, issued
and outstanding 3,000,000 shares............................ 3,000,000
Capital in excess of par...................................... 8,828,000
Retained earnings............................................. 2,587,000
-----------
14,415,000
-----------
$17,711,000
===========
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 3
CAPITAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
---------- --------
<S> <C> <C>
Income:
Revenues:
Leasing, including temporary condemnation
of $28,000 in 2000 ......................... $ 539,000 $494,000
Petroleum storage facilities ................. 339,000 341,000
---------- --------
878,000 835,000
Interest ...................................... 100,000 48,000
Other ......................................... 23,000
---------- --------
1,001,000 883,000
---------- --------
Expenses:
Expenses applicable to:
Leasing ..................................... 321,000 321,000
Petroleum storage facilities ................ 283,000 168,000
General and administrative .................... 236,000 221,000
---------- --------
840,000 710,000
---------- --------
Income before income taxes ....................... 161,000 173,000
Income tax expense ............................... 67,000 69,000
---------- --------
Net income ....................................... $ 94,000 $104,000
========== ========
Basic earnings per common share .................. $.03 $.03
==== ====
Dividends on common stock ........................ $.53 $-0-
==== ====
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE> 4
CAPITAL PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income ......................................... $ 94,000 $ 104,000
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Condemnation proceeds, temporary ................ (28,000)
Depreciation .................................... 55,000 20,000
Deferred income taxes ........................... 55,000 (11,000)
Other, principally net changes in receivables,
prepaids, accounts payable, income taxes
and accrued expenses .......................... (2,220,000) 93,000
----------- ----------
Net cash provided by (used in) operating activities (2,044,000) 206,000
----------- ----------
Cash used in investing activities, purchase
of properties and equipment ........................ (376,000) (56,000)
----------- ----------
Cash used in financing activities, payment of dividends (1,590,000)
----------- ----------
Increase (decrease) in cash and cash equivalents ...... (4,010,000) 150,000
Cash and cash equivalents, beginning .................. 9,395,000 4,743,000
----------- ----------
Cash and cash equivalents, ending ..................... $ 5,385,000 $4,893,000
=========== ==========
Supplemental disclosures, cash paid for income taxes .. $ 1,925,000 $ -0-
=========== ==========
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE> 5
CAPITAL PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
1. Basis of presentation:
The accompanying consolidated financial statements have been prepared by
the Company. Certain information and note disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. In the opinion of
management, the accompanying consolidated financial statements contain all
adjustments necessary to present fairly the financial position as of March
31, 2000 and the results of operations and cash flows for the three months
ended March 31, 2000 and 1999.
The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year.
2. Use of estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles 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.
3. Litigation with the State of Rhode Island:
On December 2, 1999, the Rhode Island Supreme Court (Supreme Court) issued
an opinion denying and dismissing the appeals of the State of Rhode Island
(the State) and adopting as its own the opinion of the Rhode Island
Superior Court (Superior Court), with certain modifications, as it
concerns the condemnation by the State. The Supreme Court ordered the
State to pay an additional condemnation award to the Company. The
condemnation award relates to a 1987 condemnation by the State of certain
property owned by the Company in the Capital Center Project area in
downtown Providence, Rhode Island. In 1988, the Company filed a petition
in the Superior Court for an increased condemnation award alleging that
the 1987 award paid by the State was inadequate. The December 2, 1999
ruling by the Supreme Court was the culmination of those proceedings and
multiple appeals. On December 22, 1999, the State paid the Company
$5,977,000, representing 50% of the condemnation award plus pre-judgment
and post-judgment interest at the U. S. Treasury bill rate.
At the time of the condemnation, the Company and the State entered into an
agreement requiring the Company to pay 50% of the condemnation award to
the State as consideration of the conveyance to the Company of Parcel 9 in
the Capital Center Project area.
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<PAGE> 6
Following the December 2, 1999 opinion, the parties raised several issues.
The first issue was whether the Company was entitled to pre-judgment
interest at the rate of 12% (the interest rate in effect when the Company
entered into the 1987 Agreement with the State) or the U. S. Treasury Bill
rate (which is the interest rate now required by State statute). The
second issue was the Company's claim that, in connection with its
obligation to return 50% of the condemnation proceeds to the State, it was
not obligated to return interest on those proceeds. The third issue was
whether the Company was entitled to post-judgment interest at the rate of
12% as opposed to the U. S. Treasury bill rate. On December 20, 1999, the
Supreme Court entered an order directing these issues be presented to the
Superior Court for determination. On March 24, 2000, the Superior Court
ruled that the Company was only entitled to pre-judgment interest at the
U. S. Treasury Bill rate, that the Company was entitled to retain interest
on the portion of the condemnation award to be returned to the State, and
that it was entitled to post-judgment interest at the rate of 12% as
opposed to the U. S. Treasury Bill rate. A formal judgment has not yet
been entered. The Company expects the State to appeal once a judgment is
entered.
Based on the decision of the Superior Court, the Company estimates that
the amount due it through December 22, 1999, is approximately $4,400,000.
Upon consultation with counsel and as result of the State's expressed
intention to appeal, the Company is presently unable to determine what
additional amounts, if any, it will receive.
4. Dispute with Amtrak:
The Company is in dispute with the National Railroad Passenger Corporation
(Amtrak) concerning various trespasses. As part of the Capital Center
Project, during the 1980's the Company, State, City and Amtrak each
conveyed parcels of land in Capital Center so that each party had the land
it needed for its designated functions. Pursuant to this arrangement, the
Company was conveyed approximately 1.9 acres of air rights over Amtrak's
Northeast Corridor, which rights are 19.3 feet above the top of rail
within Parcel 6. Following that conveyance, the railroad station and the
Company's adjacent parking garage were constructed and partially financed
by the Federal Railroad Administration. Many of the utilities needed to
service the railroad station were built within the confines of Parcel 7A
(the parking garage parcel). Over the years, the Company did not charge
Amtrak for this intrusion on its property; and over the years Amtrak
assumed the cost of electricity provided to the parking garage. In 1997,
Amtrak unilaterally refused to pay for the electricity, and the Company
brought suit in the United States District Court for the District of Rhode
Island seeking an order requiring Amtrak to remove its encroachments from
Parcel 7A.
In the fall of 1998, as part of Amtrak's electrification of the Northeast
Corridor, Amtrak erected catenaries within the air rights over Parcel 6
(the tops of which vary in height between 27 and 31 feet above the tracks)
and a 42-foot signal bridge. The Company amended its complaint against
Amtrak to include these trespasses into the Company's air rights suit.
Amtrak has condemnation powers, and in July 1999 condemned all the air
rights owned by the Company for a three-year temporary easement
retroactive to August 1998. In October 1999, the Company received from
Amtrak $335,000, the sum estimated by Amtrak to be just compensation for
the property taken.
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<PAGE> 7
In July 1999, Amtrak also condemned a permanent easement within a portion
of the parking garage parcel upon which Amtrak had placed improvements. In
October 1999, the Company received from Amtrak $60,000, the sum estimated
by Amtrak to be just compensation for the property taken.
Following the receipt of the condemnation proceeds, the initial litigation
between Amtrak and the Company and the Amtrak condemnation cases were
consolidated for trial. Amtrak has petitioned the Court to bring the State
of Rhode Island Department of Transportation into the litigation as a
third-party defendant on the grounds that they are responsible, in part,
for the costs of condemnation. The case is seeking a determination of the
value of the properties condemned and the parties' rights and liabilities,
if any, concerning the trespasses. The case is scheduled to be heard
during the second quarter of 2000.
5. Properties and equipment:
Properties on lease or held for lease:
Land and land improvements..................... $ 4,365,000
Parking garage................................. 2,500,000
-----------
6,865,000
-----------
Petroleum storage facilities:
Land.......................................... 2,743,000
Buildings and structures...................... 324,000
Tanks and equipment........................... 6,404,000
-----------
9,471,000
-----------
Office equipment................................. 76,000
-----------
16,412,000
-----------
Less accumulated depreciation:
Properties on lease or held for lease......... 755,000
Petroleum storage facilities.................. 4,335,000
Office equipment.............................. 54,000
-----------
5,144,000
-----------
$11,268,000
===========
During 1999, the Company commenced construction of a new expanded truck
rack at the Facilities which was substantially completed at March 31,
2000.
In April 2000, the Company purchased real estate consisting of 2.275 acres
of land and a building (which property abuts the Facilities) for $533,000.
The Company plans to demolish the building to provide additional acreage
for future expansion. An environmental study of the property has been
conducted and the estimated cost of demolition and cleanup is
approximately $317,000.
6. Description of leasing arrangements:
At March 31, 2000, the Company had entered into long-term land leases for
four separate land parcels, one of which will not commence until
construction begins. The Company also
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<PAGE> 8
leases various parcels of land for outdoor advertising purposes for
remaining terms of up to 25 years and for public parking purposes under
short-term cancellable leases.
For those leases with scheduled rent increases, the cumulative excess of
straight-line over contractual rentals (considering scheduled rent
increases over the 30 to 149 year terms of the leases) amounted to
$12,670,000 through March 31, 2000. Management has concluded that a
portion of the excess of straight-line over contractual rentals ($476,000
at March 31, 2000) is realizable when payable over the terms of the
leases.
7. Petroleum storage facilities:
Effective September 1, 1998, the Company entered into a short-term
arrangement with a petroleum company (Petroleum Company) under which the
Company operates the entire Facilities for the Petroleum Company. The
Company is responsible for labor, insurance, property taxes and other
operating expenses. The Company and the Petroleum Company entered into an
agreement effective May 1, 1999, extending the arrangement to April 30,
2002, plus options to extend on an annual basis, with a minimum monthly
fee of $67,000, increasing 4.5% annually during the extended term. In
March 2000 the agreement was further amended, extending the agreement to
April 30, 2004. The agreement also provides that the Company will receive
an additional $.10 per barrel for every barrel in excess of 2,000,000
barrels of throughput in an agreement year.
8. Income taxes:
Deferred income taxes are recorded based upon differences between
financial statement and tax carrying amounts of assets and liabilities.
The tax effects of temporary differences which give rise to deferred tax
assets and liabilities at March 31, 2000 were as follows:
Gross deferred tax liabilities:
Property having a financial statement basis
in excess of its tax basis..................... $1,347,000
Accrued rental income.......................... 190,000
Condemnation proceeds............................. 404,000
----------
1,941,000
Gross deferred tax assets........................... (18,000)
----------
$1,923,000
==========
9. Operating segment disclosures:
The Company operates in two segments: (1) Leasing and (2) Petroleum
Storage Facilities.
The Leasing segment consists of the long-term leasing of certain of its
real estate interests in downtown Providence, Rhode Island (to tenants
that have constructed buildings thereon) and locations along interstate
and primary highways in Rhode Island and Massachusetts (to a company which
has constructed outdoor advertising boards thereon). The Company
anticipates that the future development of its remaining properties will
consist primarily of long-term ground leases. Pending this development,
the Company leases these parcels and
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<PAGE> 9
an adjacent parking garage for public parking purposes under short-term
cancellable leasing arrangements.
The Petroleum Storage Facilities segment consists of the operating of the
Facilities in East Providence under a five year agreement at a fixed
monthly rate for the Petroleum Company which stores and distributes
petroleum products. The Agreement includes options to extend on an annual
basis and additional payments based upon throughput.
The principal difference between the two segments relates to the nature of
the operations. The tenants in the Leasing segment incur substantially all
of the development and operating costs of the asset constructed on the
Company's land, whereas the Company is responsible for the operating and
maintenance expenditures of the Facilities.
The Company makes decisions relative to the allocation of resources and
evaluates performance based on income before income taxes, excluding
interest and other income, and certain corporate expenses.
There are no inter-segment revenues. The Company did not incur interest
expense during the three months ended March 31, 2000 and 1999.
The following financial information is used by the chief operating
decision maker for making operating decisions and assessing performance of
the Company's segments:
<TABLE>
<CAPTION>
Petroleum
Storage
LEASING FACILITIES TOTAL
-------- ---------- --------
<S> <C> <C> <C>
Three months ended March 31, 2000:
Revenues:
Contractual ................................................ $518,000 $339,000 $857,000
Condemnation, temporary .................................... 28,000 28,000
Noncash, excess of contractual
rentals over straight-line .............................. (7,000) (7,000)
-------- -------- --------
$539,000 $339,000 $878,000
======== ======== ========
Depreciation .................................................. $ 16,000 $ 37,000 $ 53,000
======== ======== ========
Income before income taxes .................................... $218,000 $ 56,000 $274,000
======== ======== ========
Three months ended March 31, 1999:
Revenues:
Contractual ............................................... $490,000 $341,000 $831,000
Noncash, excess of straight-line over
contractual rentals ....................................... 4,000 4,000
-------- -------- --------
$494,000 $341,000 $835,000
======== ======== ========
Depreciation .................................................. $ 16,000 $ 3,000 $ 19,000
======== ======== ========
Income before income taxes .................................... $173,000 $173,000 $346,000
======== ======== ========
</TABLE>
-9-
<PAGE> 10
The following is a reconciliation of the segment information to the
amounts reported in the accompanying consolidated financial statements for
the three months ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
---------- ---------
<S> <C> <C>
Income:
Revenues for operating segments......................... $ 878,000 $ 835,000
Interest income......................................... 100,000 48,000
Other................................................... 23,000
---------- ---------
Total consolidated income............................. $1,001,000 $ 883,000
========== =========
Depreciation:
Depreciation for operating segments..................... $ 53,000 $ 19,000
Unallocated corporate depreciation...................... 2,000 1,000
---------- ---------
Total consolidated depreciation $ 55,000 $ 20,000
========== =========
Income before income taxes:
Income for operating segments........................... $ 274,000 $ 346,000
Condemnation proceeds, permanent........................ 23,000
Interest income......................................... 100,000 48,000
Unallocated corporate expenses.......................... (236,000) (221,000)
---------- ---------
Total consolidated income before
income taxes....................................... $ 161,000 $ 173,000
========== =========
</TABLE>
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<PAGE> 11
CAPITAL PROPERTIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION:
The Company's principal assets consist of land, a public parking garage,
petroleum storage facilities (the Facilities) and outdoor advertising sites. A
significant portion of the land consists of approximately 20.5 acres, including
1.9 acres of air rights, in downtown Providence, Rhode Island, held for
development. At March 31, 2000, the Company is earning revenue from long-term
land leases for three separate land parcels. The tenants of each parcel have
constructed buildings which are substantially occupied.
At March 31, 2000, the Company had entered into a land lease for 149 years under
which the developer proposed to construct a building of approximately 350,000
square feet of commercial space and a minimum of 200 public parking spaces. The
lease provides for a period within which the developer may perform its due
diligence, seek the approval of the plans for its complex from the Capital
Center Commission and enter into a tax stabilization agreement with the City of
Providence. There can be no assurance that the developer will be able to satisfy
the conditions precedent to proceeding with the development. The Company is
unable to determine at this time when construction will begin and therefore the
time at which the term of the lease will commence. The Company has also entered
into two letters of intent for the development of three additional parcels in
the Capital Center area. The Company anticipates entering into leases with each
developer during the second quarter of 2000 similar in terms and conditions with
those leases already in place.
The Company is engaged in discussions concerning the possible development of the
remaining parcels but is unable to predict when leases on these parcels will
commence. However, the Company will continue to lease all available parcels
which are suitable for public surface parking under short-term cancelable
leases. The Company anticipates that future development of the remaining
properties will consist primarily of long-term ground leases under which the
significant portion of future rental income will not be earned until the
buildings are completed by the developers and occupied.
Effective September 1, 1998, the Company entered into an arrangement with a
petroleum company (Petroleum Company) under which the Company operates the
entire Facilities for the Petroleum Company. The Company is responsible for
labor, insurance, property taxes and other operating expenses. The Company and
Petroleum Company have entered into an agreement effective May 1, 1999,
extending the arrangement to April 30, 2002, plus options to extend on an annual
basis with a minimum monthly fee of $67,000, increasing 4.5% annually during the
extended term. In March 2000, the agreement was further amended extending the
agreement to April 30, 2004. The agreement also provides that the Company will
receive an additional $.10 per barrel for every barrel in excess of 2,000,000
barrels of throughput in an agreement year. The Company exceeded the 2,000,000
barrels, earning approximately $62,000 in the quarter ended March 31, 2000 and
anticipates earning an additional $20,000 before the agreement year ends April
30, 2000.
-11-
<PAGE> 12
During 1999, the Company commenced construction of a new expanded truck rack at
the Facilities which was substantially completed at March 31, 2000.
In April 2000, the Company purchased real estate consisting of 2.275 acres of
land and a building (which property abuts the Facilities) for $533,000 in cash.
The Company plans to demolish the building to provide additional acreage for
future expansion. An environmental study of the property has been conducted and
the estimated cost of demolition and cleanup is approximately $317,000, which
the Company anticipates paying from available cash.
The Company manages its exposure to contamination, cleanup or similar costs
associated with the Facilities through its adherence to established procedures
for operations and equipment maintenance. In addition, the Company maintains
what it believes to be adequate levels of insurance.
In management's opinion, the Company will continue to be able to generate
adequate amounts of cash to meet substantially all of its expenditures.
On December 2, 1999, the Rhode Island Supreme Court (Supreme Court) issued an
opinion denying and dismissing the appeals of the State of Rhode Island (the
State) and adopting as its own the opinion of the Rhode Island Superior Court
(Superior Court), with certain modifications, as it concerns the condemnation by
the State. The Supreme Court ordered the State to pay an additional condemnation
award to the Company. The condemnation award relates to a 1987 condemnation by
the State of certain property owned by the Company in the Capital Center Project
area in downtown Providence, Rhode Island. In 1988, the Company filed a petition
in the Superior Court for an increased condemnation award alleging that the 1987
award paid by the State was inadequate. The December 2, 1999 ruling by the
Supreme Court was the culmination of those proceedings and multiple appeals. On
December 22, 1999, the State paid the Company $5,977,000, representing 50% of
the condemnation award plus pre-judgment and post-judgment interest at the U. S.
Treasury bill rate.
At the time of the condemnation, the Company and the State entered into an
agreement requiring the Company to pay 50% of the condemnation award to the
State as consideration of the conveyance to the Company of Parcel 9 in the
Capital Center Project area.
Following the December 2, 1999 opinion, the parties raised several issues. The
first issue was whether the Company was entitled to pre-judgment interest at the
rate of 12% (the interest rate in effect when the Company entered into the 1987
Agreement with the State) or the U. S. Treasury Bill rate (which is the interest
rate now required by State statute). The second issue was the Company's claim
that, in connection with its obligation to return 50% of the condemnation
proceeds to the State, it was not obligated to return interest on those
proceeds. The third issue was whether the Company was entitled to post-judgment
interest at the rate of 12% as opposed to the U. S. Treasury bill rate. On
December 20, 1999, the Supreme Court entered an order directing these issues be
presented to the Superior Court for determination. On March 24, 2000, the
Superior Court ruled that the Company was only entitled to pre-judgment interest
at the U. S. Treasury Bill rate, that the Company was entitled to retain
interest on the portion of the condemnation award to be returned to the State,
and that it was entitled to post-judgment interest at the rate of 12% as opposed
to the U. S. Treasury Bill rate. A formal judgment has not yet been entered. The
Company expects the State to appeal once a judgment is entered.
-12-
<PAGE> 13
Based on the decision of the Superior Court, the Company estimates that the
amount due it through December 22, 1999, is approximately $4,400,000.
Upon consultation with counsel and as result of the State's expressed intention
to appeal, the Company is presently unable to determine what additional amounts,
if any, it will receive.
The Company is in dispute with the National Railroad Passenger Corporation
(Amtrak) concerning various trespasses. As part of the Capital Center Project,
during the 1980's the Company, State, City and Amtrak each conveyed parcels of
land in Capital Center so that each party had the land it needed for its
designated functions. Pursuant to this arrangement, the Company was conveyed
approximately 1.9 acres of air rights over Amtrak's Northeast Corridor, which
rights are 19.3 feet above the top of rail within Parcel 6. Following that
conveyance, the railroad station and the Company's adjacent parking garage were
constructed and partially financed by the Federal Railroad Administration. Many
of the utilities needed to service the railroad station were built within the
confines of Parcel 7A (the parking garage parcel). Over the years, the Company
did not charge Amtrak for this intrusion on its property; and over the years
Amtrak assumed the cost of electricity provided to the parking garage. In 1997,
Amtrak unilaterally refused to pay for the electricity, and the Company brought
suit in the United States District Court for the District of Rhode Island
seeking an order requiring Amtrak to remove its encroachments from Parcel 7A.
In the fall of 1998, as part of Amtrak's electrification of the Northeast
Corridor, Amtrak erected catenaries within the air rights over Parcel 6 (the
tops of which vary in height between 27 and 31 feet above the tracks) and a
42-foot signal bridge. The Company amended its complaint against Amtrak to
include these trespasses into the Company's air rights suit.
Amtrak has condemnation powers, and in July 1999 condemned all the air rights
owned by the Company for a three-year temporary easement retroactive to August
1998. In October 1999, the Company received from Amtrak $335,000, the sum
estimated by Amtrak to be just compensation for the property taken.
In July 1999, Amtrak also condemned a permanent easement within a portion of the
parking garage parcel upon which Amtrak had placed improvements. In October
1999, the Company received from Amtrak $60,000, the sum estimated by Amtrak to
be just compensation for the property taken.
Following the receipt of the condemnation proceeds, the initial litigation
between Amtrak and the Company and the Amtrak condemnation cases were
consolidated for trial. Amtrak has petitioned the Court to bring the State of
Rhode Island Department of Transportation into the litigation as a third-party
defendant on the grounds that they are responsible, in part, for the costs of
condemnation. The case is seeking a determination of the value of the properties
condemned and the parties' rights and liabilities, if any, concerning the
trespasses. The case is scheduled to be heard during the second quarter of 2000.
In February 2000, the Company paid a quarterly dividend of $.03 per share and a
special dividend of $.50 per share on the Company's outstanding stock. The
special dividend represented a portion of the interest received and expected to
be received from the State of Rhode Island in connection with a condemnation
award affirmed in December 1999 by the Rhode Island Supreme Court after
deducting therefrom the expenses and income taxes related thereto. The
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<PAGE> 14
Company expects to be in a position to continue dividend payments on a quarterly
basis; however, the declaration of any dividend and the amount thereof will
depend on the Company's future earnings, financial condition and other relevant
factors.
Certain portions of this report, and particularly the Management's Discussion
and Analysis of Financial Condition and Results of Operations and the Notes to
Consolidated Financial Statements, contain forward-looking statements which
represent the Company's expectations or beliefs concerning future events. The
Company cautions that these statements are further qualified by important
factors that could cause actual results to differ materially from those in the
forward-looking statements, including, without limitation, the following: the
ability of the Company to generate adequate amounts of cash; the collectibility
of the accrued rental income when due over the terms of the long-term land
leases; changes in economic conditions that may affect either the current or
future development on the Company's parcels; the final outcome of the
condemnation and Amtrak litigations; and exposure to contamination, cleanup or
similar costs associates with the operation of the Facilities.
RESULTS OF OPERATIONS:
For the three months ended March 31, 2000, total income increased 13% from the
1999 level.
For the three months ended March 31, 2000, leasing revenue increased 9% from the
1999 level due principally to the renewal of short-term leases and revenue from
a temporary condemnation. For the three months ended March 31, 2000, expenses
applicable to leasing remained at the 1999 level.
For the three months ended March 31, 2000, revenue from petroleum storage
facilities remained at the 1999 level. For the three months ended March 31,
2000, expenses applicable to petroleum storage facilities increased 68% from the
1999 level resulting principally from an increase in depreciation expense due to
the completion of the truck rack; payroll and related costs; and costs
associated with the disposal of contaminated soil.
Interest income doubled from the 1999 level resulting from higher levels of
cash.
For the three months ended March 31, 2000, general and administrative expenses
increased 7% from the 1999 level due principally to an increase in purchased
services.
-14-
<PAGE> 15
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Index of Exhibits:
(3)(a) Restated articles of incorporation (incorporated by reference to
Exhibit 4.1 to the Issuer's report on Form 8A dated June 6, 1997).
(b) By-laws, as amended (incorporated by reference to Exhibit 3(b) to
the Issuer's quarterly report on Form 10-QSB for the quarter
ended September 30, 1999).
(10) Material contracts:
(a) Leases between Metropark, Ltd., and Issuer:
(i) Dated as of November 1, 1998 (incorporated by reference to
Exhibit 10(b)(ii) to the Issuer's annual report on Form
10-KSB for the year ended December 31, 1998).
(ii) Dated as of December 1, 1998 (incorporated by reference to
Exhibit 10(b)(iii) to the Issuer's annual report on Form
10-KSB for the year ended December 31, 1998).
(iii) Dated as of January 1, 1999 (incorporated by reference to
Exhibit 10(b)(v) to the Issuer's annual report on Form
10-KSB for the year ended December 31, 1998).
(iv) Dated December 1, 1999 (incorporated by reference to
Exhibit 10(b)(i) to the Issuer's annual report on Form
10-KSB for the year ended December 31, 1999).
(v) Dated as of January 1, 2000
(27) Financial Data Schedule
(b) For the quarter ended March 31, 2000, no reports on Form 8-K were filed.
-15-
<PAGE> 16
SIGNATURE
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 /s/ RONALD P. CHRZANOWSKI
----------------------------
Ronald P. Chrzanowski
President
By /s/ BARBARA J. DREYER
----------------------------
Barbara J. Dreyer
Treasurer and Principal Financial Officer
DATED: May 2, 2000
-16-
<PAGE> 1
EXHIBIT 10(a)
L E A S E
---------
THIS INDENTURE OF LEASE made as of the 1st day of January, 2000 by and
between CAPITAL PROPERTIES, INC., a Rhode Island corporation (hereinafter
referred to as "Landlord"), and METROPARK, LTD., a Rhode Island corporation
(hereinafter referred to as "Tenant").
W I T N E S S E T H T H AT:
-----------------------------
In consideration of the rents, covenants and agreements to be paid,
kept and performed by Tenant, as hereinafter provided, Landlord hereby demises
and leases to Tenant, and Tenant hereby hires and takes from Landlord the real
property known as Parcel 6 in the Capital Center, in Providence, Rhode Island,
as shown on a plan attached to this Lease as Exhibit A (hereinafter called the
"Premises").
TO HAVE AND TO HOLD the Premises, together with all rights, privileges,
easements and appurtenances thereunto belonging and attaching, unto Tenant for a
term of two (2) years (hereinafter called the "Term") commencing as of January
1, 2000 and ending on December 31, 2001.
This Lease is made upon the covenants and agreements herein set forth
on the part of the respective parties, all of which the parties respectively
agree to observe and comply with during the term hereof.
1. RENTAL.
During the period from January 1, 2000 to December 31, 2000, Tenant
shall pay to Landlord an annual rental of One Hundred Fifty-six Thousand
($156,000) Dollars payable in monthly installments of Thirteen Thousand
($13,000) Dollars on the first day of each month without offset, deduction or
abatement. During the period from January 1, 2001 to December 31, 2001, Tenant
shall pay to Landlord an annual rental of One Hundred Sixty-two Thousand
($162,000) Dollars payable in monthly installments of Thirteen Thousand Five
Hundred ($13,500) Dollars on the first day of each month without offset,
deduction or abatement.
2. UTILITIES AND OTHER CHARGES.
Tenant will pay directly before the same become delinquent all
charges, duties, rates, license and permit fees and other amounts of every
description to which the Premises or any part thereof or any improvement thereon
erected or used by Tenant may, during the term hereof, be assessed or become
liable for electricity, refuse collection, telephone or any other utillities or
services or any connection or meters therefor, whether assessed to or payable by
Landlord or Tenant. Tenant will, within ten (10) days after receipt of written
demand by Landlord, furnish
-17-
<PAGE> 2
Landlord with receipts or other evidence indicating that all such amounts have
been paid. Provided, however, that Tenant shall only be responsible for those
charges and assessments which are for the period of its occupancy of the
Premises.
3. TAXES AND ASSESSMENTS.
Landlord will pay and keep current the real estate taxes assessed
against the premises.
4. COMPLIANCE WITH LAWS AND REGULATIONS.
Tenant will at all times during the term hereof keep the Premises in
good order and a strictly sanitary condition and observe and perform all laws,
ordinances, orders, rules and regulations now or hereafter made by any
governmental authority for the time being applicable to the Premises or any
improvement thereon or use thereof, and with the orders, rules and regulations
of the National Board of Fire Underwriters or similar organization so far as the
same may relate to the use of the Premises, and will indemnify Landlord against
all actions, suits, damages and claims by whomsoever brought or made by reason
of the nonobservance or nonperformance of such laws, ordinances, orders, rules
and regulations, or of this covenant. Nothing herein shall obligate the Tenant
to construct any additional improvements on the Premises.
5. INSPECTION.
Tenant will permit Landlord and its agents at all reasonable times
during the term hereof to enter the Premises and examine the state of repair and
condition thereof, and the use being made of the same. Landlord may also enter
upon the Premises to perform any repairs or maintenance which Tenant has failed
to perform hereunder, and to show the premises to prospective purchasers,
tenants and mortgagees. Further, Landlord shall have the right to have test
borings done on the premises, and will use reasonable, good faith effort to
avoid unreasonable interference with the Tenant's business thereon.
6. REPAIR AND MAINTENANCE.
Tenant will, at its own expense, from time to time and at all times
during the term hereof, well and substantially repair, maintain, amend and keep
the Premises, together with all fixtures and items of personal property used or
useful in connection therewith, with all necessary reparations and amendments
whatsoever in as good order and condition as they now are or may be put in,
reasonable wear and tear and damage by the elements and such unavoidable
casualty against which insurance is not required hereunder excepted. Tenant will
maintain the signs on the Premises and fix all potholes that may develop. Tenant
will have the benefit of all warranties pertaining thereto. Tenant will remove
snow from the Premises and keep the sidewalks clean and free from ice and snow.
Landlord will be responsible for any capital improvements.
7. USE.
-18-
<PAGE> 3
Tenant shall use the Premises only for the operation of a parking lot
and other accessories related to a parking lot which are approved by Landlord.
8. NOTICES RE PREMISES.
Landlord will forthwith furnish Tenant copies of any notices it
receives regarding the Premises from any third parties which notices relate to
the Tenant's use and occupancy of the Premises.
9. CANCELLATION OF LEASE.
Either Landlord or Tenant may cancel this Lease upon thirty (30)
days' written notice to the other.
10. INSURANCE.
Tenant agrees to maintain at all times public liability insurance on
an occurrence basis against all claims and demands for personal injury liability
(including, without limitation, bodily injury, sickness, disease, and death) and
damage to property which may be claimed to have occurred on the Land or in the
Building in the event of injury to any number of persons or damage to property,
arising out of any one occurrence, which shall, at the beginning of the Term, be
at least equal to $1,000,000, and to name Landlord and any mortgagees and ground
lessors designated by landlord as additional insured and furnish landlord with
the certificates thereof; such insurance shall contain a provision that the
Landlord, and each such mortgagee and ground lessor although named as an
insured, shall nevertheless be entitled to recovery under said policy for any
loss occasioned to it, its servants, agents and employees by reason of the
negligence of the Tenant; all insurance required under the terms of this Lease
shall be effected with insurers having a general policyholders rating of not
less than A in Best's latest rating guide and shall not be canceled or modified
without at least 30 days' prior written notice to each insured named therein.
Tenant shall provide landlord with certificates of all insurance required to be
carried by Tenant under the Lease at or prior to the Commencement Date and prior
to the expiration of each such policy.
11. LANDLORD'S COSTS AND EXPENSES.
If Tenant shall fail to comply with any of its obligations hereunder,
landlord may, upon ten (10) days' prior written notice to Tenant (or without
notice in case of emergency), take any such action as may be reasonably required
to cure any such default by Tenant. Tenant will pay to Landlord, on demand, all
costs and expenses, including reasonable attorneys' fees, incurred by Landlord
in collecting any delinquent rents, or other charges payable by Tenant
hereunder, or in connection with any litigation commenced by or against Tenant
(other than condemnation proceedings) to which Landlord, without any fault on
its part, shall be made a party. All such amounts owing to Landlord shall
constitute additional rent hereunder.
-19-
<PAGE> 4
12. INDEMNIFICATION OF LANDLORD.
12.1. Tenant shall indemnify and save harmless Landlord (regardless
of Tenant's covenant to insure) against and from any and all claims by or on
behalf of any person or persons, firm or firms, corporation or corporations,
arising from the use, occupancy, conduct or management of the Premises, unless
done by or contributed to Landlord, any of its agents, contractors, servants,
employees or licensees, and shall further indemnify and save Landlord harmless
against and from any and all claims arising during the term hereof from any
condition of the Premises, or arising from any breach or default on the part of
Tenant in the performance of any covenant or agreement on the part of Tenant to
be performed pursuant to the terms of this Lease, or arising from any act of
Tenant or any of its agents, contractors, servants or employees to any person,
firm or corporation occurring during the term hereof in or about the Premises or
upon or under said areas, and from and against all costs, counsel fees, expenses
or liabilities incurred in or about any such claim or action or proceeding
brought thereon.
12.2. Tenant shall pay and indemnify Landlord against all legal costs
and charges incurred in obtaining possession of the Premises after the default
of Tenant or upon expiration or earlier termination of the term hereof, other
than by reason of any default of Landlord, or in enforcing any covenant or
agreement of Tenant herein contained.
13. LIENS.
13.1. Tenant will not commit, suffer any act or neglect whereby the
Premises or any improvements thereon or the estate of Landlord therein shall at
any time during the term hereof become subject to any attachment, judgment,
lien, charge or encumbrance whatsoever, except as herein expressly provided, and
will indemnify and hold Landlord harmless from and against all loss, costs and
expenses, including reasonable attorneys' fees, with respect thereto.
13.2. If due to any act or neglect of Tenant, any mechanic's,
laborer's or materialmen's lien shall at any time be filed against the premises
or any part hereof, Tenant, within thirty (30) days after notice of the filing
thereof shall cause the same to be discharged of record by payment, bonding or
otherwise, and if Tenant shall fail to cause the same to be discharged, then
Landlord may, in addition to any other right or remedy, cause the same to be
discharged, either by paying the amount claimed to be due, or by procuring the
discharge of such lien by deposit or by bonding proceedings, and all amounts so
paid by landlord, together with all reasonable costs and expenses incurred in
connection therewith, and together with interest thereon at the rate of ten
percent (10%) per annum from the respective dates of payment, shall be paid by
Tenant to Landlord, on demand, as additional rent hereunder.
13.3. Nothing in this lease contained shall be deemed or construed in
any way as constituting the consent or request of Landlord, express or implied
by inference or otherwise, to any contractor, subcontractor, laborer,
materialmen, architect or engineer for the performance of any labor or the
furnishing of any materials or services for or in connection with the Premises
or
-20-
<PAGE> 5
any part thereof. Notice is hereby given that Landlord shall not be liable for
any labor or materials or services furnished or to be furnished to Tenant upon
credit, and that no mechanic's or other lien for any such labor, materials, or
services shall attach to or affect the fee or reversionary or other estate or
interest of Landlord in the Premises of and in this Lease.
14. DEFAULT.
14.1. In the event that during the term hereof any of the following
events shall occur (each of which shall be an "Event of Default");
(a) Tenant shall default in the payment of any installment of
the Rent for ten (10) days after the same shall become due, during which ten-day
period Tenant may cure the default;
(b) Tenant or any permitted assignee of Tenant shall (i) apply
for or consent to an appointment of a receiver, a trustee or liquidator of it or
of all or a substantial part of its assets; (ii) make a general assignment for
the benefit of creditors; (iii) be adjudicated a bankrupt or insolvent; (iv)
file a voluntary petition in bankruptcy or a petition or an answer seeking
reorganization or an arrangement with creditors to take advantage of any
insolvency law or an answer admitting the material allegations of a petition
filed against it in any bankruptcy, reorganization or insolvency proceeding or
corporate action shall be taken by it for the purpose of effecting any of the
foregoing;
(c) An order, judgment or decree shall be entered, without the
application, approval or consent of Tenant or any permitted assignee of Tenant
by any court of competent jurisdiction, approving a petition seeking
reorganization of Tenant or such assignee or appointing a receiver, trust or
liquidator of Tenant or such assignee or of all or a substantial part of its
assets and such order, judgment or decree shall continue unstayed and in effect
for any period of sixty (60) consecutive days; or
(d) Any other default by Tenant in performing any of its other
obligations hereunder shall continue uncorrected for ten (10) days after receipt
of written notice thereof from Landlord, during which period Tenant or such
assignee may cure the default; then landlord may, by giving written notice to
Tenant, either (a) terminate this Lease, (b) re-enter the Premises by summary
proceedings or otherwise, expelling Tenant and removing all of Tenant's property
therefrom, and relet the Premises and receive the rent therefrom, or (c)
exercise any other remedies permitted by law. Tenant shall also be liable for
the reasonable cost of obtaining possession of and reletting the Premises and of
any repairs and alterations or other payments necessary to prepare them for
reletting. Any and all such amounts shall be payable to Landlord upon demand.
Notwithstanding anything contained herein to the contrary, no termination of
this Lease prior to the last day of the term hereof, except as provided in
Section 15 hereof, shall relieve Tenant of its liability and obligations under
this Lease, and such liability and obligations shall survive any such
termination.
-21-
<PAGE> 6
14.2. In the event of any breach by Tenant of any of the covenants,
agreements, terms or conditions contained in this Lease, Landlord shall be
entitled to enjoin such breach or threatened breach and shall have the right to
invoke any right and remedy allowed at law or in equity, or by statute or
otherwise, as though reentry, summary proceedings and other remedies were not
provided for in this Lease.
14.3. Each right and remedy of Landlord provided for in this Lease
shall be cumulative and shall be in addition to every other right or remedy
provided for in this Lease or now or hereafter existing, at law or in equity, or
by statute or otherwise, and the exercise or beginning of the exercise by
Landlord of any one or more of the rights or remedies provided for in this
Lease, or now or hereafter existing at law or in equity, or by statute or
otherwise, shall not preclude the simultaneous or later exercise by Landlord of
any or all other rights or remedies provided for in this Lease, or now or
hereafter existing at law or in equity, or by statute or otherwise.
15. EMINENT DOMAIN.
If the whole or any part of the demised premises shall be condemned
or acquired by eminent domain for any public or quasi-public use or purpose,
then the term of this Lease shall cease and terminate as of the date of vesting
of title in such proceeding and all rentals shall be paid up to the date of the
vacating of the premises by Tenant and Tenant shall have no claim against
Landlord nor the condemning authority for the value of any unexpired term of
this Lease.
In the event of any condemnation or taking as aforesaid, whether
whole or partial, Tenant shall not be entitled to any part of the award paid for
such condemnation and Landlord is to receive the full amount of such award,
Tenant hereby expressly waiving any right or claim to any part thereof.
16. CONDITION OF PREMISES.
Tenant represents that the Premises, the sidewalks and structures
adjoining the same, and any subsurface conditions thereof, and the present uses
and non-uses thereof, have been examined by Tenant, and Tenant agrees that it
will accept the same in the condition or state in which they, or any of them,
now are, without representation or warranty, express or implied in fact or by
law, by Landlord, and without recourse to Landlord as to the nature, condition
or usability thereof, or the use or uses to which the Premises, or any part
thereof, may be put.
17. INDEPENDENT COVENANTS--NO WAIVER.
17.1. Each and every of the covenants and agreements contained in
this Lease shall be for all purposes construed to be separate and independent
covenants and the waiver of the breach of any covenant contained hereby by
Landlord shall in no way or manner discharge or
-22-
<PAGE> 7
relieve Tenant from Tenant's obligation to perform each and every of the
covenants contained herein.
17.2. If any term or provision of this Lease or the application
thereof to any person or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Lease, or the application of such term or
provision to persons or circumstances other than those as to which it is invalid
or unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and shall be enforced to the fullest extent permitted
by law.
17.3. The failure of Landlord to insist in any one or more cases upon
the strict performance of any of the covenants of this Lease shall not be
construed as a waiver or a relinquishment for the future of such covenant. A
receipt by Landlord of rent with knowledge of the breach of any covenant hereof
shall not be deemed a waiver of such breach, and no waiver by landlord of any
provision of this Lease shall be deemed to have been made unless expressed in
writing and signed by Landlord. All remedies to which landlord may resort under
the terms of this Lease or by law provided shall be cumulative.
18. SUBORDINATION.
This Lease and the rights of Tenant hereunder are subject and
subordinate in all respects to all matters of record, including, without
limitation, deeds and all mortgages which may now or hereafter be placed on or
affect the Premises, or any part thereof, and/or Landlord's interest or estate
therein, and to each advance made and/or hereafter to be made under any such
mortgages, and to all renewals, modifications, consolidations, replacements and
extensions thereof, and all substitutions.
19. QUIET ENJOYMENT.
Landlord covenants that Tenant, upon paying the rent and performing
the covenants hereof on the part of Tenant to be performed shall and may
peaceably and quietly have, hold and enjoy the Premises and all related
appurtenances, rights, privileges and easements throughout the term hereof
without any lawful hindrance by landlord and any person claiming by, through or
under it.
20. RETURN OF PREMISES.
At the expiration or other termination of the term hereof, Tenant
will remove from the Premises its property and that of all claiming under it and
will peaceably yield up to Landlord the Premises in as good condition in all
respects as the same were at the commencement of this Lease, except for ordinary
wear and tear, damage by the elements, by any exercise of the right of eminent
domain or by public or other authority, or damage which Landlord is required
herein to replace, restore or rebuild or damage for which no insurance is
required hereunder.
21. HOLDOVER.
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<PAGE> 8
Tenant agrees to pay to landlord twice the total of all rent then
applicable for each month or portion thereof Tenant shall retain possession of
the Premises or any part thereof after the termination of this Lease (unless and
to the extent such holding over shall be pursuant to a written agreement between
Landlord and Tenant), whether by lapse of time or otherwise, and also to pay all
damages sustained by landlord on account thereof; the provisions of this
subsection shall not operate as a waiver by Landlord of any right of re-entry
provided in this Lease or under law. Tenant shall also pay all reasonable legal
fees and damages incurred by Landlord as a result of such holdover.
22. LIMITATION OF LIABILITY.
Tenant shall neither assert nor seek to enforce any claim for breach
of this Lease against any of Landlord's assets other than Landlord's interest in
the Premises, and Tenant agrees to look solely to such interest for the
satisfaction of any liability of Landlord under this Lease, it being
specifically agreed that in no event shall landlord (which term shall include,
without limitation, any of the officers, employees, agents, attorneys, trustees,
directors, partners, beneficiaries, joint venturers, members, stockholders or
other principals or representatives, disclosed or undisclosed, thereof) ever be
personally liable for any such liability.
23. NO RECORDING OF LEASE.
Tenant hereby acknowledges and agrees that it shall not record this
Lease or any notice or memorandum of this Lease in any land evidence records or
any other public record without the express prior written consent of Landlord.
In the event of any such recording, Tenant shall be in default of this Agreement
and Landlord shall have all rights and remedies available under law or in equity
as a result of such recordation including, without limitation, the right to
terminate this Lease.
24. ASSIGNMENT AND SUBLETTING.
Tenant will not assign this Lease, in whole or in part, nor sublet
all or any part of the Premises, nor license, nor pledge or encumber by mortgage
or other instruments its interest in this Lease without landlord's prior written
consent, which consent may be withheld by landlord in its sole and absolute
discretion. This prohibition includes any subletting or assignment which would
otherwise occur by operation of law, merger, consolidation, reorganization,
transfer or other change of Tenant's corporate or trustee in any federal or
state bankruptcy, insolvency, or other proceedings. Consent by landlord to any
assignment or subletting shall not constitute a waiver of the foregoing
prohibition with respect to any subsequent assignment or subletting.
25. USE OF HAZARDOUS MATERIAL.
Tenant shall not cause or permit any Hazardous Material to be brought
upon, kept or used in or about the Premises by Tenant, its agents, employees,
contractors or invitees without
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<PAGE> 9
the prior written consent of Landlord. If Tenant breaches the obligations stated
in the preceding sentence, or if contamination of the Premises by Hazardous
Material otherwise occurs, Tenant shall indemnify, protect, defend and hold
Landlord harmless from any and all claims, judgments, damages, penalties, fines,
costs, liabilities or losses (including, without limitation, diminution in value
of the Premises, damages for the loss or restriction on use of rentable Premises
or usable space or of any amenity of the Premises, damages arising from any
adverse impact on marketing of Premises space, and sums paid in settlement of
claims, attorneys' fees, consultant fees and expert fees) which arise during or
after the Term as a result of such contamination. This indemnification of
Landlord by Tenant includes, without limitation, costs incurred in connection
with any investigation of site conditions or any clean-up, remedial, removal or
restoration work required by any federal, state or local government agency or
political subdivision because of Hazardous Material present in the sole, surface
water or groundwater on, near or under the Premises.
As used herein, the term "Hazardous Material" means any hazardous or
toxic substance, material or waste, including, but not limited to, those
substances, materials, and wastes listed in the United States Department of
Transportation Hazardous materials Table (49 CFR 172.101) or by the
Environmental Protection Agency as hazardous substances (40CFR part 302) and
amendments thereto, or such substances, materials and wastes that are or become
regulated under any applicable local, state or federal law.
Landlord and its agents shall have the right, but not the duty, to
inspect the Premises at any time to determine whether Tenant is complying with
the terms of this Lease.
26. CONSTRUCTION.
The mention of the parties hereto by name or otherwise shall be
construed as including and referring to their respective successors and assigns
as well as to the parties themselves whenever such construction is required or
admitted by the provisions hereof; and all covenants, agreements, conditions,
rights, powers and privileges hereinbefore contained shall inure to the benefit
of and be binding upon the successors and assigns of such parties, unless
otherwise provided.
27. PERMITS.
Tenant, at its cost, shall obtain any necessary permits for the
Premises from the City of Providence.
28. NOTICES.
Whenever notice shall be given under this Lease, the same shall be in
writing and shall be sent by certified or registered mail, return receipt
requested as follows:
To the Landlord: 100 Dexter Road
East Providence, Rhode Island 02914
-25-
<PAGE> 10
To the Tenant: c/o Charles Meyers
56 Pine Street
Providence, Rhode Island 02903
To the Tenant's Charles Koutsogiane
Attorney: One Grove Avenue
East Providence, Rhode Island 02914
or to such other address or addresses as each party may from time to time
designate by like notice to the other. Said notice shall be valid and times
begin to run hereunder upon receipt of the party to which said notice is given.
IN WITNESS WHEREOF, the parties hereto have caused these presents to
be executed in duplicate as of the day and year first above written.
CAPITAL PROPERTIES, INC. METROPARK, LTD.
By /s/ RONALD P. CHRZANOWSKI By /s/ CHARLES MEYERS
---------------------------- ------------------
Ronald P. Chrzanowski Charles Meyers, President
President
STATE OF RHODE ISLAND
COUNTY OF PROVIDENCE
In Providence, in said County on the 14th day of September, 1999,
before me personally appeared RONALD P. CHRZANOWSKI, President of CAPITAL
PROPERTIES, INC., to me known and known by me to be the person executing the
foregoing instrument on behalf of said corporation, and he acknowledged said
instrument by him executed to be his free act and deed and the free act and deed
of said corporation.
/s/ GLORIA P. HOPKINS
----------------------------
Notary Public
STATE OF RHODE ISLAND
COUNTY OF PROVIDENCE
In Providence, in said County on the 15th day of September, 1999,
before me personally appeared CHARLES MEYERS, President of METROPARK, LTD., to
me known and known by me to be the person executing the foregoing instrument on
behalf of said corporation, and he acknowledged said instrument by him executed
to be his free act and deed and the free act and deed of said corporation.
/s/ CAROLYN M. BOUCHARD
-----------------------------
Notary Public
-26-
<PAGE> 11
GUARANTEE
---------
In consideration of the execution of the foregoing lease by the Landlord, the
undersigned (jointly and severally, if more than one) guarantees that the Tenant
will pay all rent thereunder and will perform all other terms, conditions or
agreements on its part to be performed or fulfilled, and agrees that the
foregoing lease may be amended from time to time by the parties thereto without
notice to the undersigned. The undersigned consents that extensions of time of
payment or any other indulgences may be granted to the Tenant without notice to
and without releasing or affecting in any way the liability of the undersigned
and the undersigned waives demand and notice of default. This guarantee is in
addition to any other security which the Landlord may have for the performance
of the Tenant's obligations and the Landlord may have the recourse to this
guarantee without first pursuing the Landlord's remedies against such other
security, if any. The Landlord may release, in whole or in part, any other
security without releasing or affecting in any way the liability of the
undersigned. In addition, the undersigned will pay to the Landlord all costs and
expenses (including attorneys' fees) incurred in connection with the enforcement
of this guarantee.
Executed this l5th day of September, 1999.
/s/ CHARLES MEYERS
----------------------------
Charles Meyers
-27-
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 5,385,000
<SECURITIES> 0
<RECEIVABLES> 355,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 16,412,000
<DEPRECIATION> 5,144,000
<TOTAL-ASSETS> 17,711,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 3,000,000
<OTHER-SE> 11,415,000
<TOTAL-LIABILITY-AND-EQUITY> 17,711,000
<SALES> 0
<TOTAL-REVENUES> 1,001,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 840,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 161,000
<INCOME-TAX> 67,000
<INCOME-CONTINUING> 94,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 94,000
<EPS-BASIC> $.03
<EPS-DILUTED> 0
</TABLE>
