FORWARD LOOKING STATEMENTS
Certain portions of this report, and particularly the Management's Discussion
and Analysis of Financial Condition and Results of Operations, contain
forward-looking statements within the meaning of Sections 27A of the Securities
Act of 1933, as amended, and Sections 21E of the Securities Exchange Act of
1934, as amended, which represent the Company's expectations or beliefs
concerning future events. The Company cautions that these statements are further
qualified by important factors that could cause actual results to differ
materially from those in the forward-looking statements, including, without
limitation, the following: the ability of the Company to generate adequate
amounts of cash; the collectability of the excess of straight-line over
contractual rents when due over the terms of the long-term leases; tenant
default under one or more of the leases; the commencement of additional
long-term land leases; changes in economic conditions that may affect either the
current or future development on the Company's parcels; the impact of the
COVID-19 pandemic on the economy, parking operations, and the Company's
financial performance; exposure to remediation costs associated with its former
operation of the petroleum storage facility and resolution of the Sprague action
against the Company in connection with the construction of the breasting dolphin
at the Terminal's Pier. The Company does not undertake the obligation to update
forward-looking statements in response to new information, future events or
otherwise.
1. Overview:
Critical accounting policies:
The Company believes that its revenue recognition policy for long-term leases
with scheduled rent increases meets the definition of a critical accounting
policy which is discussed in the Company's Form 10-K for the year ended
December 31, 2021. There have been no changes to the application of this
accounting policy since December 31, 2021.
2. Liquidity and capital resources:
Historically, the Company has had adequate liquidity to fund its operations.
Cash and cash commitments:
At June 30, 2022, the Company had cash and cash equivalents of $1,761,000. The
Company and its subsidiary each maintain checking accounts and a money market
account in one bank, all of which are insured by the Federal Deposit Insurance
Corporation to a maximum of $250,000. The Company periodically evaluates the
financial stability of the financial institutions at which the Company's funds
are held.
Upon termination of the Parcel 20 lease effective October 31, 2021, the annual
real estate taxes previously paid by the tenant of $134,000 became an obligation
of the Company and the Company no longer collects the annual ground and
acquisition period rent of $195,000. Annual leasing revenue to be derived from
the operation of the Steeple Street Building and adjacent parking in 2022 is
expected to approximate $275,000 with estimated annual operating expenses of
$269,000, exclusive of depreciation expense. The Company has engaged an
experienced commercial realtor to market the available space (60%) within the
Steeple Street Building. The Company continues to maintain its corporate office
in the Steeple Street Building.
The City of Providence ("City") conducted a City-wide property revaluation for
2022. This revaluation increased the assessed value of the Company's parcels
that are available for lease by 26.5%, resulting in an annual property tax
increase of $139,000 that will be borne entirely by the Company. The Company
continues to evaluate whether it will appeal the City's 2022 assessed values.
As of August 3, 2022, all tenants have paid their monthly rent in accordance
with their lease agreements except for Metropark. The coronavirus (COVID-19)
pandemic and the post-pandemic return to the office continues to have an adverse
impact on Metropark. At June 30, 2022 its total rent arrearage is $922,000 and
has been fully reserved. The Company does not know when or if Metropark's
operations will return to normal. Until parking revenues received by Metropark
equal or exceed $70,000 per month, whereupon Metropark is obligated to resume
regularly scheduled rental payments under its lease, the Company will continue
to recognize revenue from Metropark on a cash basis.
For the three and six months ended June 30, 2022, cash collections totaled
$71,000 and $116,000, respectively and were $21,000 and $23,000 for the same
periods in 2021.
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The Terminal Sale Agreement and related documentation provides that the Company
is required to secure an approved remediation plan and to remediate
contamination caused by a leak in 1994 from a storage tank at the Terminal. At
June 30, 2022, the Company's accrual for the remaining cost of remediation was
$298,000 of which $11,000 is expected to be incurred in the remaining quarters
of 2022. Any subsequent increases or decreases to the expected cost of
remediation will be recorded in gain (loss) on sale of discontinued operations,
net of taxes.
The Terminal Sale Agreement also contained a cost sharing provision for a
breasting dolphin whereby any costs incurred in connection with the construction
of the breasting dolphin in excess of the initial estimate of $1,040,000 would
be borne equally by Sprague and the Company subject to certain limitations,
including, in the Company's opinion, a 20% cap on the increase from the initial
estimate subject to the sharing arrangement. In November 2019, the Company
received a demand letter from Sprague asserting that it is owed $427,000, which
amount represents 50% of the actual costs incurred ($1,894,000) in excess of
$1,040,000. The Company asserts that its obligation cannot exceed $104,000. On
June 17, 2021 the Company and Sprague met with a mediator to review Sprague's
claim. On July 15, 2021, Sprague commenced an action against the Company in the
Rhode Island Superior Court seeking monetary damages of $427,000, interest and
attorney's fees. The Company intends to vigorously defend against the claims
being asserted by Sprague.
The declaration of future dividends will depend on future earnings and financial
performance.
3. Results of operations:
Three months ended June 30, 2022 compared to three months ended June 30, 2021:
Leasing revenue increased $236,000 from 2021, due principally to increased cash
collections from Metropark ($50,000), rent from the leasing of the Steeple
Street building and adjacent parking lot ($69,000), and from scheduled rent
increases and contingent rent from Lamar ($108,000).
Operating expenses increased $123,000 due principally to increased property
taxes as a result of the City's revaluation ($54,000) and expenses associated
with the ongoing operations of the Steeple Street building ($68,000).
General and administrative expense decreased $27,000 due principally to lower
payroll related costs ($9,000), elimination of rental expense due to the
termination of the Parcel 20 lease ($7,000) and decreases in other various
expenses.
For the three months ended June 30, 2022 and 2021, the Company's effective
income tax rate is approximately 28% of income before income taxes.
Six months ended June 30, 2022 compared to six months ended June 30, 2021:
Leasing revenue increased $351,000 from 2021, due principally to increased cash
collections from Metropark ($93,000), rent from the leasing of the Steeple
Street building and adjacent parking lot ($147,000), and scheduled rent
increases and contingent rent from Lamar ($114,000).
Operating expenses increased $212,000 due to increased property taxes as a
result of the City's revaluation ($54,000) and expenses associated with the
ongoing operations of the Steeple Street building ($156,000).
General and administrative expense increased $11,000 due principally to greater
payroll related costs ($23,000) and professional fees ($18,000), offset by
reductions due to the elimination of rental expense as a result of the
termination of the Parcel 20 lease ($14,000) and decreases in other various
expenses.
For the six months ended June 30, 2022 and 2021, the Company's effective income
tax rate is approximately 27% of income before income taxes.
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