(401)435-7171

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)   Yes   ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of the "large accelerated filer," "accelerated filer," "non-accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    Yes  ☐    No  ☒

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)section 13(a) of the SecuritiesExchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to it management’s assessment of the effectiveness of its internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued it audit report.   ☐

As of September 30, 2017,2022, the Company had 6,599,912 shares of Class A Common Stock outstanding.

CAPITAL PROPERTIES, INC.

FORM10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 20172022

TABLE OF CONTENTS

PART I

CAPITAL PROPERTIES, INC. AND SUBSIDIARIESSUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

See notes to condensed consolidated financial statements.

3

CAPITAL PROPERTIES, INC. AND SUBSIDIARIESSUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND SHAREHOLDERS’ EQUITY

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 20172022 AND 20162021

(Unaudited)

See notes to condensed consolidated financial statements.

4

CAPITAL PROPERTIES, INC. AND SUBSIDIARIESSUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 20172022 AND 20162021

(Unaudited)

See notes to condensed consolidated financial statements.

5

CAPITAL PROPERTIES, INC. AND SUBSIDIARIESSUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 20172022 AND 20162021

(Unaudited)

The operations of Capital Properties, Inc. and its wholly-owned subsidiaries,subsidiary, Tri-State Displays, Inc., Capital Terminal Company and Dunellen, LLC (collectively referred to as “the Company”) for many years operated in two segments, leasing and petroleum storage. On December 20, 2016, the Company’s Board of Directors authorized the sale of the Company’s petroleum storage facility and related assets, including the Wilkesbarre Pier and petroleum transmission pipelines owned or controlled by the Company’s subsidiaries, Capital Terminal Company and Dunellen, LLC, to Sprague Operating Resources, LLC, a subsidiary of Sprague Resources, LP (collectively referred to as “Sprague”) for $23 Million subject to certain adjustments. The Company concluded that the sale of the petroleum storage facility met the criteria of a discontinued operation in conformity with United States generally accepted accounting principles (“GAAP”) and therefore the petroleum storage segment is reported as a discontinued operation for all periods presented. On January 24, 2017, the Company and Sprague entered into a definitive purchase and sale agreement (the “Sale Agreement”). The sale closed on February 10, 2017. See Note 10.

The Board’s decision to authorize the sale to Sprague, which had been exclusively leasing the petroleum storage facility and related assets since May 1, 2014, was based on an evaluation of the facility’s economic future as solely a distillate terminal and the significant capital investment and substantial risk related to converting the facility to gasoline in order to increase revenue. The Board concluded that a sale to Sprague was in the best interest of the Company’s shareholders. As a result of the sale of its petroleum storage and related assets, the Company’s operations are limited to leasing its real estate interests.

The Company’s continuing operations consist of the long-term leasing of certain of its real estate interests in the Capital Center area in downtown Providence, Rhode Island (upon the commencement of which the tenants have been required to construct buildings thereon, with the exception of the parking garage and Parcel 6C)garage), the leasing of a portion of its building (“Steeple Street Building”) under short-term leasing arrangements and the leasing of locations along interstate and primary highways in Rhode Island and Massachusetts to Lamar Outdoor Advertising, LLC (“Lamar”) which has constructed outdoor advertising boards thereon.  The Company anticipates that the future development of its remaining properties in and adjacent to the Capital Center area will consist primarily of long-term ground leases. Pending this development, the Company leases these undeveloped parcels (other than Parcel 6C) for public parking to Metropark, Ltd.

Principles of consolidation:

The accompanying condensed consolidated financial statements include the accounts and transactions of the Company and its subsidiaries.Company.  All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying condensed consolidated balance sheet as of December 31, 2016,2021 has been derived from audited financial statements and thestatements.  The unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAPaccounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.  It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest Form10-K. 10-K for the year ended December 31, 2021.

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position as of September 30, 20172022 and the results of operations for the three and nine months ended September 30, 20172022 and 2016,2021, and cash flows for the nine months ended September 30, 20172022 and 2016.2021.

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Use of estimates:

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  Estimates also affect the reported amounts of income and expenses during the reporting period.  Actual results could differ from those estimates.

Environmental incidents:

The Company accrues a liability when an environmental incident has occurred and the costs are estimable.  The Company does not record a receivable for recoveries from third parties for environmental matters until it has determined that the amount of the collection is reasonably assured.  The accrued liability is relieved when the

Company pays the liability or a third party assumes the liability.  Upon determination that collection is reasonably assured or a third party assumes the liability, the Company records the amount as a reduction of expense.

Cash and cash equivalents:

For purposes of the statements of cash flows, the Company considers all highly liquid deposits purchased with a maturity of three months or less to be cash equivalents.

Retrospective adjustment:

Certain amounts in the consolidated financial statements for 2016 have been retrospectively adjusted as described in Note 10 hereof.

Recent accounting pronouncements:

In November 2015, the FASB issued ASUNo. 2015-17,Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The new standard eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments are effective for financial statements issued for annual periods beginning after December 15, 2016 and interim periods within those annual periods. ASU2015-17 will not affect the Company’s balance sheet presentation in future periods because the Company does not present a classified balance sheet. See Note 9 herein.

In February 2016, the FASB issued ASUNo. 2016-02,Leases (Topic 842),to increase transparency and comparability among organizations by recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and aright-of-use asset (as defined). The ASU requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with earlier application permitted. Upon adoption, the lessee and lessor will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the year of adoption. The Company is still assessing the impact of adopting the ASU but expects that its leases where it is the lessor will be accounted for as operating leases similar to its current accounting. For additional information on the Company’s leases, see Note 6 herein.

Properties and equipment (exclusive of assets held for sale) consist of the following:

In 2012, the Company issued $11,787,000 in principal face amount of 5% dividend notes due December 26, 2022 (the “Dividend Notes”). The Dividend Notes were unsecured general obligationsLiabilities, other consist of the Company.following:

In June 2016, the Company redeemed 10 percent of the face value of the outstanding Dividend Notes ($1,179,000) to noteholders of record on June 2, 2016.

On February 24, 2017, following the sale of the Company’s petroleum storage facility and related assets to Sprague on February 10, 2017, the Company issued a notice of mandatory redemption of 100% of the remaining Dividend Notes for a redemption price equal to the outstanding principal face amount of $10,608,000 plus accrued interest of $156,000. The Notes were redeemed on March 31, 2017.

Long-term land leases:

As ofThrough September 30, 2017,2022 the Company had entered into teneight long-term land leases. The various tenantsleases, all of which have completed construction of improvements thereon. The Company’s leases generally have a term of 99 years or more, are triple net and provide for periodic rent adjustments of various types depending on seventhe particular lease, and otherwise contain terms and conditions normal for such instruments.

In September 2021, the Company sent a Notice of Default (“Default Notice”) to the tenant of Parcel 20 for the nonpayment of September’s rent and the 2021 first quarter property taxes.  Subsequently, the tenant cured the rent default. On October 6, 2021 the tenant was sent a Notice of Lease Termination (“Termination Notice”) informing the tenant that the lease would terminate on October 18, 2021 unless the failure to pay the first quarter real estate taxes along with any related penalties and interest was cured.  Subsequently, it was agreed that, provided the first and second quarter real estate taxes and any related penalties and interest were paid in full by October 31, 2021, the lease would not be terminated. Since payment was not made, the lease was terminated.  

The Parcel 20 Steeple Street Building (“Building”) lease was originally accounted for as a sales-type lease due to the transfer of the parcels. On Parcel 6B, constructionBuilding to the tenant.  The land directly under the Building was allocated in the determination of a169-unit residential complex commencedthe value of the property transferred in November 2016accordance with ASC 360-20, Property, Plant and is not yet completed. Parcel 6C is being usedEquipment - Real Estate Sales.  Since the initial investment by the tenant was insufficient to recognize the transaction as a construction staging area for the construction on Parcel 6B. On September 28, 2017,sale, in accordance with ASC 360-20, the Company entered into a long termreported the acquisition period rent and an allocable portion of the ground lease of Parcel 20. Under the termsrent collected as deferred revenue on its consolidated balance sheet. Upon termination of the lease, tenant possession will not occur until such timethe $283,000 of deferred revenue through September 30, 2021 was recognized as leasing revenue in the tenant has received all necessary approvalsSeptember 30, 2021 condensed consolidated statement of income and shareholders’

7

equity.  With the termination of the Parcel 20 lease, the Company became obligated for construction of not less than 100,000 square feet of mixed use improvements. Prior to transfer of possession, no rent is being paid by the tenantreal property taxes which currently total $162,000 annually and the Company receives all rents from existing tenants and remains responsible for all expenses, including real estate taxes, related to Parcel 20. Following tenant possession, tenant is obligated not only to pay ground rent for the parcel but also to pay the Company an additional amount for twenty years to compensate the Company for the buildings presently located on the premises.operating expense associated with its operation.

Under the nineeight land leases, the tenants are required tomay negotiate any tax stabilization treaties or other arrangements, appeal any changes in real property assessments, and must pay real property taxes assessed on land and improvements under these arrangements.  Accordingly, real property taxes payable by thesethe tenants are excluded from both leasing revenues and leasing expenses on the accompanying condensed consolidated statements of income. Real property taxes attributable to the Company’s land under these leases totaled $310,000income and $927,000 forshareholders’ equity.  For the three and nine months ended September 30, 2017,2022, real property taxes attributable to the Company’s land leases totaled $241,000 and $305,000$723,000, respectively and $910,000, respectively,were $227,000 and $682,000 for the same period in 2021.

Under two of the long-term land leases, the Company receives contingent rentals (based on a fixed percentage of gross revenue received by the tenants) which totaled $21,000 and $63,000 for each of the three and nine months ended September 30, 2016.2022 and 2021.

With respect to the Parcel 6B and 6C leases, each lessee has the right to terminate its lease at any time during the remaining term of that lease upon thirty days’ notice. The current annual rent on Parcel 6B and 6C is $195,000 and $200,000, respectively. The Tenant of Parcel 20 has the right to terminate the lease if it does not receive approvals for construction of its proposed improvements. The Company has not received any notice of termination with respect to any of the foregoing leases.

Lamar lease:

The Company, through a wholly-owned subsidiary,Tri-State Displays Inc. leases 23 outdoor advertising locations containing 44 billboard faces along interstate and primary highways in Rhode Island and Massachusetts to Lamar under a lease which expires in 2045.2049.  The Lamar lease provides, among other things, for the following:  (1) the base rent will increase annually at the rate of 2.75% for each leased billboard location on June 1 of each year, and (2) in addition to base rent, for each12-month period commencing each June 1 (each 12-month period a “Lease Year”), Lamar must pay to the Company within thirty days after the close of the lease yearLease Year, 30% of the gross revenues from each standard billboard and 20% of the gross revenues from each electronic billboard for such12-month period, Lease Year, reduced by the sum of (a) commissions paid to unrelated third parties and (b) base monthly rent paid to the Company for each leased billboard display for each12-month period. For the lease years ended May 31, 2017location.  Leasing revenue includes $235,000 and 2016, the percentage rent totaled $108,000 and $118,000, respectively, which amounts are included in operating revenues on the accompanying consolidated statements of income$136,000 for the nine months ended September 30, 20172022 and 2016.2021, respectively, related to this agreement.

Other leases:Parking lease:

The Company leases the undeveloped parcels of land in or adjacent to the Capital Center area (other than Parcel 6C) and, effective November 1, 2021 as a result of the lease termination, Parcel 20 for public parking purposes to Metropark under aten-year lease. lease (the “Parking Lease”).  The Company has the right to terminate the leaseParking Lease is cancellable as to the wholeall or any partportion of the property leased premises at any time on thirty days’ written notice in order to proceed with development, whether by sale, lease or otherwise.

At September 30, 2017,for the Company has five tenants occupying 68 percentor any new tenant of the Steeple Street Building under short-term leasesCompany to develop all or any portion of five years or less at a current annual rental of $169,000.the leased premises.  The Company recognizes the revenue from these leasesParking Lease provides for contingent rentals (based on a straight-line basis over the termsfixed percentage of the leases. At September 30, 2017 and 2016, there was no excess of straight-line over contractual rentals. The Company also reports asgross revenue tenant reimbursements for common area costs and real property taxes. The Company’s main office occupies 12 percent of the Steeple Street Building and the remainder of the Building is currently being marketed.

Terminal and pier facility:

On February 10, 2017, the Company sold its petroleum storage facility and related assets (the Facility) to Sprague. See Note 10. The Facility had been leased to Sprague under a Petroleum Storage Services Agreement (“the Services Agreement”) since May 1, 2014. The annual base rent under the Services Agreement was $3,500,000, subject to annualcost-of-living adjustments on May 1 of each year. On May 1, 2016, the annual rent increased $39,000. Commencing on April 1, 2016 and each April 1 thereafter during the initial term and any extension term of the Services Agreement, either party during the following thirty days had the right to terminate the Services Agreement as of April 30 of the year next following the year in which notice of termination was given. On April 28, 2016, the Company received notice from Sprague that, effective April 30, 2017, Sprague would terminate the Services Agreement.

Commencing May 1, 2015, Sprague was obligated to reimburse the Company for any real property taxes in excess of $290,000. For the year 2016, therebase rent).   There was an increase in the assessment but a decrease in the tax rate, resulting in no additional payment being due from Sprague.

The Company incurred $108,000 in fees in connection with the execution of the Services Agreement, which amounts were being amortized using the straight-line method over the three-yearnon-cancellable portion of the term of the Services Agreement and were included in income (loss) from discontinued operations, net on the accompanying consolidated statements of incomecontingent rent for the nine months ended September 30, 2017 and the three and nine months ended September 30, 2016. 2022 and 2021.  

The COVID-19 pandemic and the post-pandemic return to the office continues to adversely impact Metropark’s parking operations. On July 31, 2020, Metropark and the Company entered into an agreement for revenue sharing at various percentages until parking revenues received by Metropark equal or exceed $70,000 per month whereupon Metropark would be obligated to resume regularly scheduled rental payments under its lease.  Upon resumption of regularly scheduled rent payments, Metropark and the Company will share fifty (50) percent of the revenue in excess of $70,000 until the arrearage has been paid in full.  If prior to payment in full of the arrearage one or more of the lots is removed from the Metropark lease for development, the amount of the then unpaid arrearage in the ratio of the number of parking spaces on the removed lot to the total parking spaces on all lots prior to such lot’s removal shall be deemed paid in full.

At March 31, 2017,September 30, 2022 the balancereceivable from Metropark equaled $987,000 and was fully written off.reserved. The Company continues to recognize Metropark’s rent on a cash basis and will continue to do so until the resumption of regularly scheduled rental payments under its lease. For the three and nine months ended September 30, 2022, cash collections totaled $71,000 and $187,000, respectively and were $42,000 and $64,000 for the same periods in 2021 and is included in leasing revenue on the accompanying condensed consolidated statements of income and retained earnings.

Environmental incident (2002):

In 2002, during testing of monitoring wells atHistorically, the Terminal, the Company’s consulting engineer discovered free floating phase product in a groundwater monitoring well located on that portionCompany has made financial statement footnote disclosure of the Terminal purchasedexcess of straight-line rentals over contractual payments and its determination of collectability of such excess. Included in 2000. Laboratory analysis indicated that the product was gasoline,amount of the excess were payments which is not a productunder ASC 842 are deemed variable payments. As part of its ongoing review of the requirements of ASC 842, the Company ever stored athas concluded that under ASC 842 variable rental payments should not be included in the Terminal. The Company commenced an environmental investigation and analysis,straight-line rental amount.  To the results of which indicate that the gasoline did not come from the Terminal. The Company notified the Rhode Island Department of Environmental Management (“RIDEM”). RIDEM subsequently identified Power Test Realty Partnership (“Power Test”), the owner of an adjacent parcel, as a potentially responsible party for the contamination. Getty Properties Corp. is the general partner of Power Test. Power Test challenged that determination and, after an administrative hearing, in October 2008 a RIDEM Hearing Officer determined that Power Test is responsible for the discharge of the petroleum product under the Rhode Island Oil Pollution Control Act, R.I.G.L.Section 46-12.5.1-3 and Rule 6(a) and 12(b) of the Oil Pollution Control Regulations. The RIDEM Decision and Order requires Power Test to remediate the contamination as directed by RIDEM. In November 2008, Power Test appealed the decision. In March 2016, the Rhode Island Supreme Court affirmed the RIDEM decision.

In April 2009,extent the Company sued Power Test and certain other firmsdetermines that, with respect to any of its leases, the gasoline discharge. All other parties other than Power Test andexcess of straight-line rentals over contractual payments is not collectible, such excess is not recognized as revenue. Consistent with prior conclusions, the Company were dismissed fromhas determined that, at this time, the proceedings. On September 12, 2016, the Company and Power Test entered into a Tolling Agreement under which the statuteexcess of limitationsstraight-line rentals over contractual payments is tolled to not later than sixty days following the implementation by Power Testprobable of a RIDEM approved remediation plan. On September 19, 2016, the parties dismissed the litigation.

Since January 2003,collection.  Accordingly, the Company has not incurred significant costsincluded any part of that amount in connection with thisrevenue. As a matter other than ongoing litigation costs.

8.	Environmental remediation:

In 1994, a leak was discovered in a25,000-barrel storage tank at the Terminal which allowed the escape of a small amountinformation only, as of fuel oil. All required notices were made to RIDEM. In 2000, the tank was demolished and testing of the groundwater indicated that there was no large pooling of contaminants. In 2001, RIDEM approved a plan pursuant to which the Company installed a passive system consisting of three wells and commenced monitoring the wells.

In 2003, RIDEM decided that the passive monitoring system previously approved was not sufficient and required the Company to design an active remediation system for the removal of product from the contaminated site. The Company and its consulting engineers began thepre-design testing of the site in the fourth quarter of 2004. The consulting engineers estimated a total cost of $200,000 to design, install and operate the system, which amount was accrued in 2004. Through 2006, the Company had expended $119,000 and has not incurred any significant costs since then. In 2011, RIDEM notified the company to proceed with the next phase of the approval process, notifying the abutters of the proposed remediation system even though RIDEM has not yet taken any action on the Company’s proposed plan. As designed, the system will pump out the contaminants which will be disposed of in compliance with applicable regulations. After a period of time, the groundwater will be tested to determine if sufficient contaminants have been removed. In 2014, the Company engaged new consultants to work with RIDEM to develop the next phase of the approval process. The Company and RIDEM are working to complete a remediation plan. Pursuant to the Sale Agreement and related documentation between the Company and Sprague, the Company is required to secure an approved plan to remediate the contamination at its expense. At September 30, 2017,2022 the Company had accrued $436,000 to cover these costs. Any subsequent increase or decrease to the expected costexcess of remediation will be recorded in the Company’s consolidated income statement as income or expense from discontinued operations.straight-line rentals (calculated by excluding variable payments) over contractual payments was $88,581,000.

Deferred income taxes are recorded based upon differences between financial statement and tax basis amounts of assets and liabilities.  The tax effects of temporary differences for continuing operations which give rise to deferred tax assets and liabilities wereare as follows:

On December 20, 2016,Prior to February 2017, the Company’s Board of Directors voted to authorize the sale of its East ProvidenceCompany operated a petroleum storage facility and related assets, including(“Terminal”) through two wholly owned subsidiaries.  On February 10, 2017, the Pier and petroleum transmission pipelines owned or controlled by its wholly-owned subsidiaries, Capital Terminal Company (“CTC”) and Dunellen, LLC (“Dunellen”) (“Petroleum Segment”)was sold to Sprague Operating Resources, LLC for $23 Million (the “Sale Price”(“Sprague”), subject to certain adjustments. On January 24, 2017, the Company and Sprague entered into the Sale Agreement. The sale closed on February 10, 2017.

Pursuant to the Sale Agreement, the Sale Price was reduced by $1,040,000, the estimated cost of a turning dolphin to be constructed by Sprague in order to provide access to Wilkesbarre Pier for larger vessels; $1,725,000 of the Sale Price was placed in escrow to secure the Company’s indemnity obligations under the Sale Agreement. The Company has elected to report as a gain from sale amounts held in escrow only when, and if, such amounts are released therefrom. In addition, the Company incurred normal closing adjustments, transfer taxes, investment banking and other fees, other than federal and state income taxes, of $441,000.

. In accordance with ASC205-20,Presentation of Financial Statements – Discontinued Operations, the Petroleum Segment issale of the Terminal was accounted for as a discontinued operation. Accordingly,

As part of the Petroleum Segment assetsTerminal Sale Agreement, the Company agreed to retain and liabilities that were to be sold were recorded as heldpay for sale in 2016. The liabilitiesthe environmental remediation costs associated with a 1994 storage tank leak which allowed the discontinued operations are separately identified onescape of a small amount of fuel oil.  The Company continues the Company’s consolidated balance sheets. These liabilities were not assumed by Sprague and remain obligations ofremediation activities set forth in the Company until settled. The Petroleum Segment discontinued operations are reported after income from continuing operations.

A reconciliation of the major classes of assets reported held for sale as of September 30, 2017 and December 31, 2016 is as follows:

A reconciliation of the major classes of liabilities associatedRemediation Action Work Plan (“RAWP”) filed with the discontinued operations asRhode Island Department of September 30, 2017 and December 31, 2016 is as follows:

The operating results of the Petroleum Segment, including those related to prior years, have been retrospectively adjusted from continuing operations in the accompanying consolidated statements of income. Revenue and income before income taxes attributable to discontinued operations forEnvironmental Management (“RIDEM”).  For the three and nine months ended September 30, 20172022 the Company incurred costs of $26,000 and 2016 are$86,000, respectively, which reduced the remediation liability to $272,000.  Any subsequent increases or decreases to the expected cost of remediation will be recorded in the Company’s condensed consolidated statements of income as follows:income or expense from discontinued operations.

The net gainTerminal Sale Agreement also contained a cost sharing provision for a breasting dolphin whereby any cost incurred in connection with the construction of the breasting dolphin in excess of the initial estimate of $1,040,000 will 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 salethe initial estimate, subject to a 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 discontinued operations asthe actual costs incurred ($1,894,008) in excess of September 30, 2017, was calculated as follows:$1,040,000.  The Company asserts that its obligation cannot exceed $104,000. The mediation efforts that occurred in June 2021 were unsuccessful and 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.  Interrogatories have been completed and discovery is on-going.  The Company and Sprague have submitted motions for Summary Judgment and the Company expects a ruling thereon within six months.  The Company intends to vigorously defend against the claims being asserted by Sprague.

The Company believes that the fair values of its financial instruments, including cash and cash equivalents, receivables and payables, approximate their respective book values because of their short-term nature.  Upon review of current market conditions and other factors, at December 31, 2016, the Company believed that the fair value of the dividend notes payable approximated their book value. The fair values described herein were determined using significant other observable inputs (Level 2) as defined by GAAP.

OnAt its October 25, 2017, the Company’s Treasurer and Chief Financial Officer, announced her retirement effective December 31, 2017. On the same date,26, 2022 regularly scheduled quarterly Board meeting, the Board of Directors granted hervoted to declare a supplemental retirement benefit of $200,000.

On October 25, 2017, the Board of Directors reinstated a regular quarterly dividend of $.07 per share for shareholders of record on December 15, 2017,November 11, 2022, payable January 3, 2018.November 23, 2022.

9

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 accrued leasing revenuesexcess of straight-line over contractual rents when due over the terms of the long-term land leases and the early terminationleases; tenant default under one or more of the Parcel 6B and Parcel 6C land 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 contamination, remediation or similar costs associated with theits former operation of the petroleum storage facility.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.

Critical accounting policies:

The Company believes that its revenue recognition policy for long-term leases with scheduled rent increases (leasing segment) meets the definition of a critical accounting policy which is discussed in the Company’s Form10-K for the year ended December 31, 2016.2021. There have been no changes to the application of this accounting policy since December 31, 2016.2021.

Historically, the Company has had adequate liquidity to fund its operations.

Cash and cash commitments:

At September 30, 2017,2022, the Company had cash and cash equivalents of $5,498,000.$1,736,000.  The Company and its three subsidiary companies each maintain checking accounts and a checkingmoney market account in the sameone bank, eachall of which accounts isare insured by the Federal Deposit Insurance Corporation to a maximum of $250,000.  The Company periodically evaluates the financial stability of the financial institutioninstitutions at which the Company’s funds are held.

Under the terms of a long-term land lease on Parcel 7A, the land was appraised resulting in an increase in annual rent from $122,000 to $170,000. However, the increase was more than 20 percent over the existing rent. Under the termsUpon termination of the Parcel 20 lease effective October 31, 2021, the annual increase effective April 1, 2017 was limited to 20 percentreal estate taxes previously paid by the tenant of $134,000 became an obligation of the existingCompany and the Company no longer collects the annual ground and acquisition period rent or $24,400, with the balance of the increase$195,000.  Annual leasing revenue to be effective ratably over four years beginning April 1, 2018.

At September 30, 2017,derived from the Company has five tenants occupying 68 percent of the Steeple Street Building under short-term leases (five years or less) at a current annual rental of $169,000. The Company’s main office occupies 12 percentoperation of the Steeple Street Building and adjacent parking in 2022 is expected to approximate $320,000 with estimated annual operating expenses of $272,000, exclusive of depreciation expense.  The Company has engaged an experienced commercial realtor to market the remainderavailable space (49%) 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 Building is currently being marketed.

On February 24, 2017,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 has appealed the City’s 2022 assessed values for certain of its parcels.   Pending the outcome of the appeal, the Company issuedrecords its property tax expense based on the 2022 valuation.  

As of October 28, 2022, all tenants have paid their monthly rent in accordance with their lease agreements except for Metropark.  Thecoronavirus (COVID-19) pandemic and the post-pandemic return to the office continues to have an adverse impact on Metropark.   At September 30, 2022 its total rent arrearage is $987,000 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 noticecash basis.  

For the three and nine months ended September 30, 2022, cash collections from Metropark totaled $71,000 and $187,000, respectively and were $42,000 and $64,000 for the same periods in 2021.

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 September 30, 2022, the Company’s accrual for the remaining cost of mandatory redemptionremediation was $272,000 of which $30,000 is expected to be incurred in the last quarter 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 entire remaining outstanding balancebreasting dolphin in excess of its Dividend Notes. The principal balance plus accrued interestthe 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 datesharing arrangement.  In November 2019, the Company received a demand letter from Sprague asserting that it is owed $427,000, which amount represents 50% of redemption was $10,764,000.the actual costs incurred ($1,894,000) in excess of $1,040,000.  The Company received $19,794,000 fromasserts that its obligation cannot exceed $104,000. On June 17, 2021 the saleCompany 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 its petroleum storage business after giving effect to escrows, a credit to Sprague for the cost of constructing a turning dolphin adjacent to the Pier,$427,000, interest and other

customary closing costs.attorney’s fees.  The Company estimates thatand Sprague have submitted motions for Summary Judgment and the cash outlay for federal and state income taxes arising fromCompany expects a decision thereon within six months. The Company intends to vigorously defend against the sale will total approximately $6,600,000. Most of the remaining proceeds from the sale were used to effect the redemption of the Dividend Notes on March 31, 2017.claims being asserted by Sprague.

On October 25, 2017, Barbara Dreyer, the company’s Treasurer and Chief Financial Officer, announced her retirement effective December 31, 2017. On the same date, the Board of Directors granted her a supplemental retirement benefit of $200,000. Also the Board of directors elected Susan Johnson, the Company’s Controller, as the Treasurer and Chief Financial Officer effective on Ms. Dreyer’s retirement.

On October 25, 2017, the Board of Directors reinstated a regular quarterly dividend of $.07 per share ($462,000) for shareholders of record on December 15, 2017, payable January 3, 2018. The declaration of future dividends and the amount thereof will depend on the Company’s future earnings and financial factors and other events.performance.

Three months ended September 30, 2022 compared to three months ended September 30, 2021:

RevenuesLeasing revenue decreased $191,000 from 2021 and consists of increased $18,000 overrevenue from cash collections from Metropark ($29,000), rent from the 2016 level. leasing of the Steeple Street building and adjacent parking lot ($71,000), and from scheduled rent increases ($17,000) offset by a reduction in revenue due to the termination of the Parcel 20 lease ($308,000). In 2021, leasing revenue included $238,000 of deferred revenue recognized as a result of the termination of the Parcel 20 lease.

Operating expenses increased $183,000$8,000 due principally to increasesincreased property taxes as a result of the City’s revaluation and costs associated with the Company’s appeal ($36,000) offset by a reduction in legal fees in connectionexpenses associated with certain tenants and repair and maintenance costs atthe ongoing operations of the Steeple Street Building, offset in part by a decrease in depreciation due to certain assets becoming fully depreciated in 2016.building ($28,000).  

General and administrative expense increased $38,000$62,000 due principally due to an additional employee andlegal costs associated with moving the Company’s principal office.litigation with Sprague related to the dolphin cost sharing provision.

For the three months ended September 30, 2016,2022 and 2021, the interest expense onCompany’s effective income tax rate is approximately 28% of income before income taxes.

Nine months ended September 30, 2022 compared to nine months ended September 30, 2021:

Leasing revenue increased $160,000 from 2021, due principally to increased cash collections from Metropark ($122,000), rent from the Dividend Notes was $132,000.leasing of the Steeple Street building and adjacent parking lot ($218,000), and scheduled rent increases and contingent rent from Lamar ($138,000) offset by a reduction in revenue due to the termination of the Parcel 20 lease ($318,000), of which $283,000 represented the recognition of deferred leasing revenue.

Revenues increased $30,000 over the 2016 level. Operating expenses increased $266,000$220,000 due to increases in legal fees in connectionincreased property taxes as a result of the City’s revaluation and costs associated with certain tenants, repair and maintenancethe Company’s revaluation appeal ($93,000) as well as costs atassociated with the ongoing operations of the Steeple Street Building, and an increase in insurance costs, offset in part by a decrease in depreciation due to certain assets becoming fully depreciated in 2016.building ($127,000).  

General and administrative expense increased $397,000$73,000 due principally due to bonuses to officers totaling $245,000 and an additional employee,legal costs associated with moving the Company’s principal office,litigation with Sprague related to the dolphin cost sharing provision ($86,000) offset by reductions due to the elimination of rental expense as a result of the termination of the Parcel 20 lease ($21,000) and an increaseincreases in professional fees.other various expenses ($8,000).

For the nine months ended September 30, 20172022 and 2016,2021, the interest expense on the Dividend Notes was $112,000 and $445,000, respectively.Company’s effective income tax rate is approximately 27% to 28% of income before income taxes.  

For information relating to the sale of the petroleum storage facility and related assets to Sprague, see Note 10 in the Notes to Consolidated Financial Statements. Any further expenses and increases or reduction in retained liabilities relating to the petroleum storage facility and related assets will be recognized within discontinued operations.

As required by Rule13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act"), the Company carried out an evaluation of the effectiveness of the design and operation of the Company’sCompany's disclosure controls and procedures as of the end of the period covered by this report.  This evaluation was carried out under the supervision and with the participation of the Company’sCompany's management, including the Company’sCompany's principal executive officer and the Company’sCompany's principal financial officer.  Based upon that evaluation, the principal executive officer and the principal financial officer concluded that the Company’sCompany's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

There was no significant change in the Company’sCompany's internal control over financial reporting that occurred during the Company’sCompany's most recent fiscal quarter that has materially affected, or is reasonably likely to affect, the Company’sCompany's internal control over financial reporting.  The Company continues to enhance its internal controls over financial reporting, primarily by evaluating and enhancing process and control documentation. Management discusses with and discloses these matters to the Audit Committee of the Board of Directors and the Company’s auditors.

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PART II – OTHER INFORMATION

SIGNATURESIGNATURES

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.

DATED: October 27, 2017

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