UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-Q

_________________

(Mark One)

[X ]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2021

[ ]_]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________ to _________

Commission File Number: 001-36769

_____________________

FRP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_____________________

Florida		47-2449198
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 W. Forsyth St., 7th Floor, Jacksonville, FL		32202
(Address of principal executive offices)		(Zip Code)

~~904-396-5733~~904-396-5733

(Registrant’s telephone number, including area code)

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $.10 par value		FRPH		NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 [x] No [_]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [x] No [_]

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

Large accelerated filer [_]		Accelerated filer [_]
Non-accelerated filer [x]		Smaller reporting company ~~[x]~~[x]
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 13(a) of the Exchange Act. [_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [x]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	Class				Outstanding at ~~May~~August 11, 2021
	Common Stock, $.10 par value per share				~~9,396,928~~9,411,028 shares

FRP HOLDINGS, INC.

FORM 10-Q

QUARTER ENDED ~~MARCH 31,~~JUNE 30, 2021

CONTENTS

Page No.

Preliminary Note Regarding Forward-Looking Statements		3

	Part I. Financial Information

Item 1.	Financial Statements
	Consolidated Balance Sheets	4
	Consolidated Statements of Income	5
	Consolidated Statements of Comprehensive Income	6
	Consolidated Statements of Cash Flows	7
	Consolidated Statements of Shareholders’ Equity	8
	Condensed Notes to Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2220

Item 3.	Quantitative and Qualitative Disclosures about Market Risks	3635

Item 4.	Controls and Procedures	3635

	Part II. Other Information

Item 1.1A.	~~Legal Proceedings~~Risk Factors	37
~~Item 1A.~~	~~Risk Factors~~	3735

Item 2.	Purchase of Equity Securities by the Issuer	3836

Item 6.	Exhibits	3836

Signatures		3937

Exhibit 31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	4139

Exhibit 32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	4442

Preliminary Note Regarding Forward-Looking Statements.

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by us, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words or phrases “anticipate,” “estimate,” ”believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions identify forward-looking statements. Such statements reflect management’s current views with respect to financial results related to future events and are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial or otherwise, may differ, perhaps materially, from the results discussed in the forward-looking statements. Risk factors discussed in Item 1A of this Form 10-K and other factors that might cause differences, some of which could be material, include, but are not limited to: the impact of the Covid-19 Pandemic on our operations and financial results; the possibility that we may be unable to find appropriate investment opportunities; levels of construction activity in the markets served by our mining properties; demand for flexible warehouse/office facilities in the Baltimore-Washington-Northern Virginia area; demand for apartments in Washington D.C., Richmond, Virginia and ~~Richmond, Virginia;~~Greenville, South Carolina; our ability to obtain zoning and entitlements necessary for property development; the impact of lending and capital market conditions on our liquidity, our ability to finance projects or repay our debt; general real estate investment and development risks; vacancies in our properties; risks associated with developing and managing properties in partnership with others; competition; our ability to renew leases or re-lease spaces as leases expire; illiquidity of real estate investments; bankruptcy or defaults of tenants; the impact of restrictions imposed by our credit facility; the level and volatility of interest rates; environmental liabilities; inflation risks; cyber security risks; as well as other risks listed from time to time in our SEC filings, including but not limited to, our annual and quarterly reports. We have no obligation to revise or update any forward-looking statements, other than as imposed by law, as a result of future events or new information. Readers are cautioned not to place undue reliance on such forward-looking statements.

These forward-looking statements are made as of the date hereof based on management’s current expectations, and the Company does not undertake an obligation to update such statements, whether as a result of new information, future events or otherwise. Additional information regarding these and other risk factors may be found in the Company’s other filings made from time to time with the Securities and Exchange Commission.

PART I. FINANCIAL INFORMATION, ITEM 1. FINANCIAL STATEMENTS

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited) (In thousands, except share data)

March 31 December 31
Assets: 2021 2020
Real estate investments at cost:
Land $ 121,074 91,744
Buildings and improvements 255,429 141,241
Projects under construction 8,352 4,879
     Total investments in properties 384,855 237,864
Less accumulated depreciation and depletion 39,528 34,724
     Net investments in properties 345,327 203,140

Real estate held for investment, at cost 9,309 9,151
Investments in joint ventures 143,900 167,071
     Net real estate investments 498,536 379,362

Cash and cash equivalents 116,843 73,909
Cash held in escrow 534 196
Accounts receivable, net 1,531 923
Investments available for sale at fair value 51,171 75,609
Federal and state income taxes receivable 4,509 4,621
Unrealized rents 532 531
Deferred costs 5,866 707
Other assets 509 502
Total assets $ 680,031 536,360

Liabilities:
Secured notes payable $ 178,321 89,964
Accounts payable and accrued liabilities 3,478 3,635
Other liabilities 1,886 1,886
Deferred revenue 527 542
Deferred income taxes 66,420 56,106
Deferred compensation 1,244 1,242
Tenant security deposits 520 332
    Total liabilities 252,396 153,707

Commitments and contingencies

Equity:
Common stock, $.10 par value
25,000,000 shares authorized,
9,387,823 and 9,363,717 shares issued
and outstanding, respectively
939 936
Capital in excess of par value 56,474 56,279
Retained earnings 337,910 309,764
Accumulated other comprehensive income, net 433 675
     Total shareholders’ equity 395,756 367,654
Noncontrolling interest MRP 31,879 14,999
     Total equity 427,635 382,653
Total liabilities and shareholders’ equity $ 680,031 536,360


	June 30, 2021		December 31, 2020
Assets:
Real estate investments at cost:
Land	$	121,057		91,744
Buildings and improvements		255,646		141,241
Projects under construction		11,378		4,879
Total investments in properties		388,081		237,864
Less accumulated depreciation and depletion		41,971		34,724
Net investments in properties		346,110		203,140

Real estate held for investment, at cost		9,429		9,151
Investments in joint ventures		144,938		167,071
Net real estate investments		500,477		379,362

Cash and cash equivalents		138,154		73,909
Cash held in escrow		684		196
Accounts receivable, net		1,076		923
Investments available for sale at fair value		32,129		75,609
Federal and state income taxes receivable		3,681		4,621
Unrealized rents		445		531
Deferred costs		4,092		707
Other assets		514		502
Total assets	$	681,252		536,360

Liabilities:
Secured notes payable	$	178,334		89,964
Accounts payable and accrued liabilities		4,976		3,635
Other liabilities		1,886		1,886
Deferred revenue		461		542
Deferred income taxes		65,379		56,106
Deferred compensation		1,245		1,242
Tenant security deposits		686		332
Total liabilities		252,967		153,707

Commitments and contingencies

Equity:
Common stock, $.10 par value 25,000,000 shares authorized, 9,411,028 and 9,363,717 shares issued and outstanding, respectively		941		936
Capital in excess of par value		57,360		56,279
Retained earnings		337,992		309,764
Accumulated other comprehensive income, net		268		675
Total shareholders’ equity		396,561		367,654
Noncontrolling interest MRP		31,724		14,999
Total equity		428,285		382,653
Total liabilities and shareholders’ equity	$	681,252		536,360

See accompanying notes.

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts)

(Unaudited)

THREE MONTHS ENDED
MARCH 31,
2021 2020
Revenues:
     Lease revenue $ 3,538 3,598
     Mining lands lease revenue 2,315 2,185
Total revenues 5,853 5,783

Cost of operations:
     Depreciation, depletion and amortization 1,443 1,468
     Operating expenses 841 925
     Property taxes 778 737
     Management company indirect 570 672
     Corporate expenses (Note 4 Related Party) 779 1,187
Total cost of operations 4,411 4,989

Total operating profit 1,442 794

Net investment income, including realized gains of $0 and $108 1,375 1,991
Interest expense (925 ) (51 )
Equity in loss of joint ventures (1,635 ) (642 )
Gain on remeasurement of investment in real estate partnership 51,139 —
Gain on sale of real estate —   8

Income before income taxes 51,396 2,100
Provision for income taxes 10,521 601

Net income 40,875 1,499
Gain (loss) attributable to noncontrolling interest 12,502 (119 )
Net income attributable to the Company $ 28,373 1,618

Earnings per common share:
Net income attributable to the Company-
    Basic $ 3.04 0.17
    Diluted $ 3.03 0.16

Number of shares (in thousands) used in computing:
    -basic earnings per common share 9,341 9,803
    -diluted earnings per common share 9,376 9,833


	THREE MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30,						JUNE 30,
	2021			2020			2021			2020
Revenues:
Lease revenue	$	5,861			3,447			9,399			7,045
Mining lands lease revenue		2,634			2,402			4,949			4,587
Total Revenues		8,495			5,849			14,348			11,632

Cost of operations:
Depreciation, depletion and amortization		4,388			1,500			5,831			2,968
Operating expenses		1,394			781			2,235			1,706
Property taxes		1,000			646			1,778			1,383
Management company indirect		822			692			1,392			1,364
Corporate expenses		1,050			1,026			1,829			2,213
Total cost of operations		8,654			4,645			13,065			9,634

Total operating profit (loss)		(159	)		1,204			1,283			1,998

Net investment income, including realized gains of $0, $134, $0 and $242, respectively		1,048			2,110			2,423			4,101
Interest expense		(446	)		(45	)		(1,371	)		(96	)
Equity in loss of joint ventures		(1,118	)		(1,343	)		(2,753	)		(1,985	)
Gain on remeasurement of investment in real estate partnership		0			0			51,139			0
Gain on sale of real estate		805			3,589			805			3,597

Income before income taxes		130			5,515			51,526			7,615
Provision for (benefit from) income taxes		(151	)		1,538			10,370			2,139

Net income		281			3,977			41,156			5,476
Gain (loss) attributable to noncontrolling interest		199			(172	)		12,701			(291	)
Net income attributable to the Company	$	82			4,149			28,455			5,767

Earnings per common share:
Net income attributable to the Company-
Basic	$	0.01			0.43			3.04			0.59
Diluted	$	0.01			0.43			3.03			0.59

Number of shares (in thousands) used in computing:
-basic earnings per common share		9,353			9,620			9,347			9,712
-diluted earnings per common share		9,390			9,649			9,385			9,744

See accompanying notes.

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands except per share amounts)

(Unaudited)

THREE MONTHS ENDED
MARCH 31,
2021 2020
Net income $ 40,875 1,499
Other comprehensive income net of tax:
Unrealized loss on investments available for sale, (242 ) (1,126 )
net of income tax effect of ($90) and ($417)
Comprehensive income $ 40,633 373

Less comp. income attributable to noncontrolling interest 12,502 (119 )

Comprehensive income attributable to the Company $ 28,131 492


	THREE MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30,						JUNE 30,
	2021			2020			2021			2020
Net income	$	281			3,977			41,156			5,476
Other comprehensive income net of tax:
Unrealized gain (loss) on investments sale, net of income tax effect of $(61), $518, $(151) and $101		(165	)		1,397			(407	)		271

Comprehensive income	$	116			5,374			40,749			5,747

Less comp. income attributable to Noncontrolling interest	$	199			(172	)		12,701			(291	)

Comprehensive income attributable to the Company	$	(83	)		5,546			28,048			6,038

See accompanying notes

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~THREE~~SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021 AND 2020

(In thousands) (Unaudited)

	2021			2020			2021			2020
Cash flows from operating activities:
Net income	$	40,875			1,499		$	41,156			5,476
Adjustments to reconcile net income to
net cash provided by continuing operating activities:
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Depreciation, depletion and amortization		1,502			1,526			5,951			3,084
Deferred income taxes		10,314			—			9,273			101
Equity in loss of joint ventures		1,635			642			2,753			1,985
Gain on remeasurement of invest in real estate partnership		(51,139	)		—			(51,139	)		0
Gain on sale of equipment and property		—			(8	)		(835	)		(3,611	)
Stock-based compensation		202			601			854			1,171
Realized gain on available for sale investments		—			(108	)		0			(242	)
Net changes in operating assets and liabilities:
Accounts receivable		99			(292	)		554			(777	)
Deferred costs and other assets		243			(183	)		280			28
Accounts payable and accrued liabilities		(613	)		(855	)		819			(439	)
Income taxes payable and receivable		112			182			940			2,147
Other long-term liabilities		190			979			357			187
Net cash provided by operating activities		3,420			3,983			10,963			9,110

Cash flows from investing activities:
Investments in properties		(3,387	)		(487	)		(6,845	)		(1,167	)
Investments in joint ventures		(1,918	)		(3,600	)		(4,768	)		(2,107	)
Return of capital from investments in joint ventures		16,426			1,485			17,119			792
Purchases of investments available for sale		—			(24,748	)		0			(24,748	)
Proceeds from sales of investments available for sale		23,701			11,857			42,502			32,703
Cash at consolidation of real estate partnership		3,704			—			3,704			0
Proceeds from the sale of assets		—			8			878			5,867
Cash held in escrow		(2	)		(3	)		(152	)		(3,553	)
Net cash provided by (used in) investing activities		38,524			(15,488	)
Net cash provided by investing activities								52,438			7,787

Cash flows from financing activities:
Proceeds from long-term debt		92,070			—			92,070			0
Repayment of long-term debt		(90,000	)		—			(90,000	)		0
Debt issue costs		(679	)		—			(704	)		0
Distribution to noncontrolling interest		(170	)		(306	)		(527	)		(408	)
Repurchase of company stock		(264	)		(3,421	)		(264	)		(12,354	)
Exercise of employee stock options		33			—			269			0
Net cash provided by (used in) financing activities		990			(3,727	)		844			(12,762	)

Net increase (decrease) in cash and cash equivalents		42,934			(15,232	)
Net increase in cash and cash equivalents								64,245			4,135
Cash and cash equivalents at beginning of year		73,909			26,607			73,909			26,607
Cash and cash equivalents at end of the period	$	116,843			11,375		$	138,154			30,742

See accompanying notes.

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

~~THREE~~SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021 AND 2020

(In thousands, except share amounts)

Three Months Ended March 31, 2021
Accumulated Total
Capital in Other Comp- Share Non-
Common Stock Excess of Retained rehensive holders’ Controlling Total
Shares Amount Par Value Earnings Income, net Equity Interest Equity
Balance at December 31, 2020 9,363,717 $ 936 $ 56,279 $ 309,764 $ 675 $ 367,654 $ 14,999 $ 382,653

Stock option grant compensation 17 17 17
Restricted stock compensation 135 135 135
Shares granted to Employees 1,098 50 50 50
Restricted stock award 27,778 3 (3 ) — —
Exercise of stock options 1,234 33 33 33
Shares purchased and cancelled (6,004 ) (37 ) (227 ) (264 ) (264 )
Contributions from partners 4,548 4,548
Net income 28,373 28,373 12,502 40,875
Distributions to partners (170 ) (170 )
Unrealized loss on investment, net (242 ) (242 ) (242 )

Balance at March 31, 2021 9,387,823 $ 939 $ 56,474 $ 337,910 $ 433 $ 395,756 $ 31,879 $ 427,635

Three Months Ended March 31, 2020
Accumulated Total
Capital in Other Comp- Share Non-
Common Stock Excess of Retained Rehensive holders’ Controlling Total
Shares Amount Par Value Earnings Income, net Equity Interest Equity
Balance at December 31, 2019 9,817,429 $ 982 $ 57,705 $ 315,278 $ 923 $ 374,888 $ 16,757 $ 391,645

Stock option grant compensation 24 24 24
Restricted stock compensation 47 47 47
Shares granted to Employees 11,448 1 529 530 530
Restricted stock award 20,520 2 (2 ) — —
Shares purchased and cancelled (82,491 ) (8 ) (485 ) (2,928 ) (3,421 ) (3,421 )
Net income 1,618 1,618 (119 ) 1,499
Distributions to partners (306 ) (306 )
Unrealized loss on investment, net (1,126 ) (1,126 ) (1,126 )

Balance at March 31, 2020 9,766,906 $ 977 $ 57,818 $ 313,968 $ (203 ) $ 372,560 $ 16,332 $ 388,892


													Accumulated			Total
							Capital in						Other Comp-			Share			Non-
	Common Stock						Excess of			Retained			rehensive			holders’			Controlling			Total
	Shares			Amount			Par Value			Earnings			Income, net			Equity			Interest			Equity


Balance at March 31, 2021		9,387,823		$	939		$	56,474		$	337,910		$	433		$	395,756		$	31,879		$	427,635

Stock option grant compensation		—			0			18			0			0			18			0			18
Restricted stock compensation		—			0			134			0			0			134			0			134
Shares granted to Directors		9,105			1			499			0			0			500			0			500
Exercise of stock options		14,100			1			235			0			0			236			0			236
Contributions from partners		—			0			0			0			0			0			3			3
Net income		—			0			0			82			0			82			199			281
Distributions to partners		—			0			0			0			0			0			(357	)		(357	)
Unrealized loss on investment, net		—			0			0			0			(165	)		(165	)		0			(165	)
Shares granted to employees, value
Shares granted to employees
Restricted stock award
Restricted stock award, shares
Shares purchased and cancelled
Shares purchased and calncelled, shares
Balance at June 30, 2021		9,411,028		$	941		$	57,360		$	337,992		$	268		$	396,561		$	31,724		$	428,285

Balance at December 31, 2020		9,363,717		$	936		$	56,279		$	309,764		$	675		$	367,654		$	14,999		$	382,653

Stock option grant compensation		—			0			35			0			0			35			0			35
Restricted stock compensation		—			0			269			0			0			269			0			269
Shares granted to Employees		1,098			0			50			0			0			50			0			50
Restricted stock award		27,778			3			(3	)		0			0			0			0			0
Shares granted to Directors		9,105			1			499			0			0			500			0			500
Exercise of stock options		15,334			1			268			0			0			269			0			269
Shares purchased and cancelled		(6,004	)		0			(37	)		(227	)		0			(264	)		0			(264	)
Contributions from partners		—			0			0			0			0			0			4,551			4,551
Net income		—			0			0			28,455			0			28,455			12,701			41,156
Distributions to partners		—			0			0			0			0			0			(527	)		(527	)
Unrealized loss on investment, net		—			0			0			0			(407	)		(407	)		0			(407	)
Balance at June 30, 2021		9,411,028		$	941		$	57,360		$	337,992		$	268		$	396,561		$	31,724		$	428,285

Balance at March 31, 2020		9,766,906		$	977		$	57,818		$	313,968		$	(203	)	$	372,560		$	16,332		$	388,892

Stock option grant compensation		—			0			23			0			0			23			0			23
Restricted stock compensation		—			0			47			0			0			47			0			47
Shares granted to Directors		12,050			1			499			0			0			500			0			500
Shares purchased and cancelled		(215,812	)		(22	)		(1,280	)		(7,631	)		0			(8,933	)		0			(8,933	)
Net income		—			0			0			4,149			0			4,149			(172	)		3,977
Distributions to partners		—			0			0			0			0			0			(102	)		(102	)
Unrealized gain on investment, net		—			0			0			0			1,397			1,397			0			1,397
Balance at June 30, 2020		9,563,144		$	956		$	57,107		$	310,486		$	1,194		$	369,743		$	16,058		$	385,801

Balance at December 31, 2019		9,817,429		$	982		$	57,705		$	315,278		$	923		$	374,888		$	16,757		$	391,645

Stock option grant compensation		—			0			47			0			0			47			0			47
Restricted stock compensation		—			0			94			0			0			94			0			94
Shares granted to Employees		11,448			1			529			0			0			530			0			530
Shares granted to Directors		12,050			1			499			0			0			500			0			500
Restricted stock award		20,520			2			(2	)		0			0			0			0			0
Shares purchased and cancelled		(298,303	)		(30	)		(1,765	)		(10,559	)		0			(12,354	)		0			(12,354	)
Net income		—			0			0			5,767			0			5,767			(291	)		5,476
Distributions to partners		—			0			0			0			0			0			(408	)		(408	)
Unrealized gain on investment, net		—			0			0			0			271			271			0			271
Balance at June 30, 2020		9,563,144		$	956		$	57,107		$	310,486		$	1,194		$	369,743		$	16,058		$	385,801

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~JUNE 30, 2021

(Unaudited)

(1) Description of Business and Basis of ~~Presentation.~~Presentation.

FRP Holdings, Inc. is a holding company engaged in various real estate businesses, namely (i) mining royalty land ownership and leasing, (ii) land acquisition, entitlement and development primarily for future warehouse/office or residential building construction, (iii) ownership, leasing, and management of residential apartment buildings, and (iv) warehouse/office building ownership, leasing and management.

The accompanying consolidated financial statements include the accounts of FRP Holdings, Inc. (the “Company” or “FRP”) inclusive of our operating real estate subsidiaries, FRP Development Corp. (“Development”) and Florida Rock Properties, Inc. (”Properties”), ~~RiverFront~~Riverfront Investment Partners I, LLC, and commencing March 31, 2021 also ~~RiverFront~~Riverfront Investment Partners II, LLC (See Note 12). Our investment in the Brooksville joint venture, BC FRP Realty joint venture, ~~RiverFront~~Riverfront Investment Partners II, LLC prior to March 31, 2021, Bryant Street Partnerships, 1800 Half Street and Greenville/Woodfield are accounted for under the equity method of accounting (See Note 11). Our ownership of ~~RiverFront~~Riverfront Investment Partners I, LLC and ~~RiverFront~~Riverfront Investment Partners II, LLC includes a non-controlling interest representing the ownership of our partner. The Company uses the cost method to account for its investment in DST Hickory Creek because it does not have significant influence over operating and financial policies.

These statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (primarily consisting of normal recurring accruals) considered necessary for a fair statement of the results for the interim periods have been included. Operating results for the ~~three~~six months ended ~~March 31,~~June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the Company's consolidated financial statements and related notes included in the Company’s Form 10-K for the year ended December 31, 2020.

(2) Recently Issued Accounting ~~Standards.~~Standards.

None.

(3) Business ~~Segments.~~Segments.

The Company is reporting its financial performance based on ~~four~~4 reportable segments, Asset Management, Mining Royalty Lands, Development and Stabilized Joint Venture, as described below.

The Asset Management segment owns, leases and manages commercial properties. The flex/office warehouses in the Asset Management Segment were sold and reclassified to discontinued operations leaving only ~~two~~2 commercial properties and ~~one~~1 recent industrial acquisition, Cranberry Run, which we purchased in 2019. In July 2020 we sold our property located at 1801 62^nd Street, our most recent spec building in Hollander Business Park, which had joined Asset Management April 1, 2019.

Our Mining Royalty Lands segment owns several properties comprising approximately 15,000 acres currently under lease for mining rents or royalties (this does not include the 4,280 acres owned in our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia, all of these properties are located in Florida and Georgia.

Through our Development segment, we own and are continuously assessing for their highest and best use for several parcels of land that are in various stages of development. Our overall strategy in this segment is to convert all of our non-income producing lands into income production through (i) an orderly process of constructing new buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties. Additionally, our Development segment will form joint ventures on new developments of land not previously owned by the Company.

The Stabilized Joint Venture segment includes joint ventures which own, lease and manage buildings that have met our initial lease up criteria. Two of our two joint ventures in the segment, Riverfront Investment Partners I, LLC (“Dock 79”) and ~~RiverFront~~Riverfront Investment Partners II, LLC (“The Maren”) are consolidated. The Maren was consolidated effective March 31, 2021 and prior periods are still reflected under the equity method. The ownership of Dock 79 and The Maren (commencing March 31, 2021) attributable to our partner MidAtlantic Realty Partners, LLC (MRP) is reflected on our consolidated balance sheet as a noncontrolling interest. Such noncontrolling interests are reported on the Consolidated Balance Sheets within equity but separately from shareholders' equity. On the Consolidated Statements of Income, all of the revenues and expenses from Dock 79 are reported in net income, including both the amounts attributable to the Company and the noncontrolling interest. The Maren is reflected in Equity in loss of joint ventures on the Consolidated Statements of Income but will be reflected like Dock 79 for periods commencing April 1, 2021. The amounts of consolidated net income attributable to the noncontrolling interest is clearly identified on the accompanying Consolidated Statements of Income.

Operating results and certain other financial data for the Company’s business segments are as follows (in thousands):

Three Months ended
March 31,
2021 2020
Revenues:
Asset management $ 712 652
Mining royalty lands 2,315 2,185
Development 317 293
Stabilized Joint Venture 2,509 2,653
5,853 5,783

Operating profit (loss):
Before corporate expenses:
   Asset management $ 231 177
   Mining royalty lands 2,094 2,001
   Development (386 ) (774 )
   Stabilized Joint Venture 282 577
    Operating profit before corporate expenses 2,221 1,981
Corporate expenses:
  Allocated to asset management (214 ) (308 )
  Allocated to mining royalty lands (81 ) (97 )
  Allocated to development (419 ) (712 )
  Allocated to Stabilized Joint Venture (65 ) (70 )
    Total corporate expenses (779 ) (1,187 )
$ 1,442 794

Interest expense $ 925 51

Depreciation, depletion and amortization:
Asset management $ 137 192
Mining royalty lands 65 38
Development 53 54

Capital expenditures:
Asset management $ 79 213
Mining royalty lands — —
Development 3,299 297
Stabilized Joint Venture 9 (23 )
$ 3,387 487

March 31, December 31,
Identifiable net assets 2021 2020

Asset management $ 11,013 11,172
Mining royalty lands 37,335 37,387
Development 176,239 196,212
Stabilized Joint Venture 274,774 130,472
Investments available for sale at fair value 51,171 75,609
Cash items 117,377 74,105
Unallocated corporate assets 12,122 11,403
$ 680,031 536,360


		Three Months ended						Six Months ended
		June 30,						June 30,
		2021			2020			2021			2020
	Revenues:
Revenues	Asset management	$	588			716			1,300			1,368
Revenues	Mining royalty lands		2,634			2,402			4,949			4,587
Revenues	Development		451			279			768			572
Revenues	Stabilized Joint Venture		4,822			2,452			7,331			5,105
Revenues			8,495			5,849			14,348			11,632

	Operating profit (loss):
	Before corporate expenses:
Operating profit before corporate expenses	Asset management	$	128			323			359			500
Operating profit before corporate expenses	Mining royalty lands		2,400			2,194			4,494			4,195
Operating profit before corporate expenses	Development		(411	)		(703	)		(797	)		(1,477	)
Operating profit before corporate expenses	Stabilized Joint Venture		(1,226	)		416			(944	)		993
Operating profit before corporate expenses	Operating profit before corporate expenses		891			2,230			3,112			4,211
	Corporate expenses:
Corporate expenses	Allocated to asset management		(288	)		(265	)		(502	)		(573	)
Corporate expenses	Allocated to mining royalty lands		(108	)		(84	)		(189	)		(181	)
Corporate expenses	Allocated to development		(522	)		(617	)		(941	)		(1,329	)
Corporate expenses	Allocated to stabilized joint venture		(132	)		(60	)		(197	)		(130	)
Corporate expenses	Total corporate expenses		(1,050	)		(1,026	)		(1,829	)		(2,213	)
Operating profit		$	(159	)		1,204			1,283			1,998

Interest expense	Interest expense	$	446			45			1,371			96

	Depreciation, depletion and amortization:
Depreciation, depletion and amortization	Asset management	$	134			200			271			392
Depreciation, depletion and amortization	Mining royalty lands		58			62			123			100
Depreciation, depletion and amortization	Development		53			53			106			107
Depreciation, depletion and amortization	Stabilized Joint Venture		4,143			1,185			5,331			2,369
Depreciation, depletion and amortization		$	4,388			1,500			5,831			2,968
	Capital expenditures:
Capital expenditures	Asset management	$	139			341			218			554
Capital expenditures	Mining royalty lands		0			0			0			0
Capital expenditures	Development		2,907			320			6,206			617
Capital expenditures	Stabilized Joint Venture		412			19			421			(4	)
Capital expenditures		$	3,458			680			6,845			1,167

Identifiable net assets

		June 31,		December 31,
	Identifiable net assets	2021		2020

Assets	Asset management	$	10,939		11,172
Assets	Mining royalty lands		37,338		37,387
Assets	Development		180,264		196,212
Assets	Stabilized Joint Venture		270,459		130,472
Investments available for sale	Investments available for sale at fair value		32,129		75,609
Cash	Cash items		138,838		74,105
Assets	Unallocated corporate assets		11,285		11,403
Assets		$	681,252		536,360

(4) Related Party ~~Transactions.~~Transactions.

The Company is a party to a Transition Services Agreement which resulted from our January 30, 2015 spin-off of Patriot Transportation Holding, Inc. (Patriot). The Transition Services Agreement sets forth the terms on which Patriot will provide to FRP certain services that were shared prior to the Spin-off, including the services of certain shared executive officers. The boards of the respective companies amended and extended this agreement for one year effective April 1, 2021.

The consolidated statements of income reflect charges and/or allocation from Patriot for these services of ~~$256,000~~$256,000 and ~~$290,000~~$290,000 for the three months ended ~~March 31,~~June 30, 2021 and 2020 and $512,000 and $580,000 for the six months ended June 30, 2021 and 2020, respectively. These charges are reflected as part of corporate expenses.

To determine these allocations between FRP and Patriot as set forth in the Transition Services Agreement, we employ an allocation method to allocate said expenses and thus we believe that the allocations to FRP are a reasonable approximation of the costs related to FRP’s operations, but any such related-party transactions cannot be presumed to be carried out on an arm’s-length basis.

(5) Long-Term ~~Debt.~~Debt.

~~Long-term~~The Company’s Outstanding Debt, net of unamortized debt ~~is summarized as follows~~issuance costs, consisted of the following (in thousands):

March 31, December 31,
2021 2020
Riverfront permanent loan $ 178,321 89,964
Less portion due within one year — —
$ 178,321 89,964

	June 30,			December 31,
	2021			2020
Fixed rate mortgage loans, 3.03% interest only, matures 4/1/2033	$	178,334			89,964
Credit agreement		0			0
Long-term debt		$	178,334			89,964

On February 6, 2019, the Company entered into a First Amendment to the 2015 Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”), effective February 6, 2019. The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo dated January 30, 2015. The Credit Agreement establishes a ~~five-year~~five-year revolving credit facility with a maximum facility amount of ~~$20~~$20 million. The interest rate under the Credit Agreement will be a maximum of ~~1.50%~~1.50% over Daily 1-Month LIBOR, which may be reduced quarterly to ~~1.25%~~1.25% or ~~1.0%~~1.0% over Daily 1-Month LIBOR if the Company meets a specified ratio of consolidated debt to consolidated total capital, as defined which excludes FRP Riverfront. A commitment fee of ~~0.25%~~0.25% per annum is

payable quarterly on the unused portion of the commitment but the amount may be reduced to ~~0.20%~~0.20% or ~~0.15%~~0.15% if the Company meets a specified ratio of consolidated total debt to consolidated total capital. The Credit Agreement contains certain conditions, affirmative financial covenants and negative covenants. As of ~~March 31,~~June 30, 2021, there was no0 debt outstanding on this revolver, ~~$448,000~~$506,000 outstanding under letters of credit and ~~$19,552,000~~$19,494,000 available for borrowing. The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development. Most of the letters of credit are irrevocable for a period of one year and typically are automatically extended for additional one-year periods. The letter of credit fee is 1%1% and applicable interest rate would have been ~~1.1085%~~1.10025% on ~~March 31,~~June 30, 2021. The credit agreement contains certain conditions and financial covenants, including a minimum tangible net worth and dividend restriction. As of ~~March 31,~~June 30, 2021, these covenants would have limited our ability to pay dividends to a maximum of ~~$228~~$228 million combined. ~~The Company was in compliance with all covenants as of March 31, 2021.~~

On November 17, 2017, Dock 79 borrowed a principal sum of ~~$90,000,000~~$90,000,000 pursuant to a Loan Agreement and Deed of Trust Note entered into with EagleBank. The loan was secured by the Dock 79 real property and improvements, bore a fixed interest rate of ~~4.125%~~4.125% per annum and had a term of 120 ~~months.~~months. The loan was paid in full on March 19, 2021. A prepayment penalty of ~~$900,000~~$900,000 was recorded into interest expense in the quarter ending March 31, 2021.

Effective March 31, 2021 the Company consolidated the assets (at current fair value), liabilities and operating results of our Riverfront Investment Partners II, LLC partnership (“The Maren”) which was previously accounted for under the equity method. As such the full amount of our mortgage loan was recorded in the consolidated financial statements.

On March 19, 2021, the Company refinanced Dock 79 and The Maren projects pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity Association of America, LLC. Dock 79 and The Maren borrowed principal ~~sum~~sums of ~~$92,070,000~~$92,070,000 and ~~$88,000,000~~$88,000,000 respectively, in connection with the refinancing. The loans are separately secured by the Dock 79 and The Maren real property and improvements, bear a fixed interest rate of ~~3.03%~~3.03% per annum, and require monthly payments of interest only with the principal in full due April 1, 2033. Either loan may be prepaid subsequent to April 1, 2024 subject to yield maintenance premiums. Either loan may be transferred to a qualified buyer as part of a one-time sale subject to a 60% loan to value, minimum of 7.5% debt yield and a 0.75% transfer ~~fee.~~fee.

Debt cost amortization of ~~$38,000~~ $38,000 and ~~$34,000~~$76,000 was recorded during the three and six months ended ~~March 31,~~June 30, 2021, respectively. During the three months ended ~~March 31,~~June 30, 2021 and ~~March 31,~~June 30, 2020 the Company capitalized interest costs of ~~$928,000~~$966,000 and ~~$935,000,~~$940,000, respectively. During the six months ended June 30, 2021 and June 30, 2020 the Company capitalized interest costs of $1,894,000 and $1,875,000, respectively.

The Company was in compliance with all debt covenants as of June 30, 2021.

(6) Earnings per ~~Share.~~Share.

The following details the computations of the ~~basic~~Basic and ~~diluted earnings per common share~~Diluted Earnings Per Common Share (in thousands, except per share amounts):

Three Months ended
March 31,
2021 2020
Weighted average common shares outstanding
during the period – shares used for basic
earnings per common share 9,341 9,803

Common shares issuable under share based
payment plans which are potentially dilutive 35 30

Common shares used for diluted
earnings per common share 9,376 9,833


				Three Months ended				Six Months ended
				June 30,				June 30,
				2021		2020		2021		2020
Weighted average common shares outstanding during the period – shares used for basic earnings per common share					9,353		9,620		9,347		9,712

Common shares issuable under share based payment plans which are potentially dilutive					37		29		38		32

Common shares used for diluted earnings per common share					9,390		9,649		9,385		9,744

Net income attributable to the Company	$	28,373	1,618	$	82		4,149		28,455		5,767

Earnings per common share:
-basic	$	3.04	0.17	$	0.01		0.43		3.04		0.59
-diluted	$	3.03	0.16	$	0.01		0.43		3.03		0.59

For the three and six months ended ~~March 31,~~June 30, 2021, 6,680 and 19,950 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three and six months ended ~~March 31,~~June 30, 2020, ~~29,925~~74,065 and 53,545 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

During the first ~~three~~six months of 2021 the Company repurchased 6,004 shares at an average cost of ~~$43.95.~~$43.95. During the first ~~three~~six months of 2020 the Company repurchased ~~82,491~~298,303 shares at an average cost of ~~$41.47.~~$41.41.

(7) Stock-Based Compensation ~~Plans.~~Plans.

The Company has ~~two~~2 Stock Option Plans (the 2006 Stock Incentive Plan and the 2016 Equity Incentive Option Plan) under which options for shares of common stock were granted to directors, officers and key employees. The 2016 plan permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, or stock awards. The options awarded under the plans have similar characteristics. All stock options are non-qualified and expire ten years from the date of grant. Stock based compensation awarded to directors, officers and employees are exercisable immediately or become exercisable in cumulative installments of 20% or 25% at the end of each year following the date of grant. When stock options are exercised, the Company issues new shares after receipt of exercise proceeds and taxes due, if any, from the grantee.

The Company utilizes the Black-Scholes valuation model for estimating fair value of stock compensation for options awarded to officers and employees. Each grant is evaluated based upon assumptions at the time of grant. The assumptions were no0 dividend yield, expected volatility between ~~29%~~29% and ~~41%~~41%, risk-free interest rate of ~~1.0%~~1.0% to ~~2.9%~~2.9% and expected life of 3.0 to 7.0 years.

The dividend yield of zero is based on the fact that the Company does not pay cash dividends and has no present intention to pay cash dividends. Expected volatility is estimated based on the Company’s historical experience over a period equivalent to the expected life in years. The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate at the date of grant with a term consistent with the expected life of the options granted. The expected life calculation is based on the observed and expected time to exercise options by the employees.

In January 2021, 8,896 shares of restricted stock were granted to employees that will vest over the next four ~~years.~~years. In January 2021, 18,882 shares of restricted stock were granted to employees as part of a long-term incentive plan that will vest over the next five ~~years.~~years. In March 2020, 20,520 shares of restricted stock were granted to employees as part of a long-term incentive plan that will vest over the next five ~~years.~~years. The number of common shares available for future issuance was ~~405,751~~397,713 at ~~March 31,~~June 30, 2021. In March 2021 and March 2020, 1,098 and 11,448 shares of stock, respectively, were granted to employees rather than stock options as in prior years.

The Company recorded the following ~~stock~~Stock compensation expense in its consolidated statements of income (in thousands):


	Three Months ended				Three Months ended				Six Months ended
	March 31,				June 30,				June 30,
	2021		2020		2021		2020		2021		2020
Stock option grants	$	17		24	$	18		23		35		47
Restricted stock awards		135		47		134		47		269		94
Employee stock grant		50		530		0		0		50		530
Annual director stock award		—		—		500		500		500		500
	$	202		601
Stock-based compensation					$	652		570		854		1,171

A ~~summary~~Summary of changes in outstanding options is presented below (in thousands, except share and per share amounts):

Weighted Weighted Weighted
Number Average Average Average
Of Exercise Remaining Grant Date
Options Shares Price Term (yrs) Fair Value(000's)

Outstanding at December 31, 2020 120,089 $ 35.33 5.3 $ 1,531
Exercised (1,234 ) $ 26.97 $ (15 )
Outstanding at March 31, 2021 118,855 $ 35.42 5.0 $ 1,516

Exercisable at March 31, 2021 106,507 $ 34.20 4.7 $ 1,312

Vested during three months ended
March 31, 2021 — $ —

				Weighted		Weighted	Weighted
	Number			Average		Average	Average
	Of			Exercise		Remaining	Grant Date
Options	Shares			Price		Term (yrs)	Fair Value(000's)

Outstanding at December 31, 2020		120,089		$	35.33	5.3	$	1,531
Exercised		(15,334	)	$	17.54		$	(115	)
Outstanding at June 30, 2021		104,755		$	37.93	5.4	$	1,416

Exercisable at June 30, 2021		92,407		$	36.87	5.1	$	1,212

Vested during six months ended
June 30, 2021		0					$	0

The aggregate intrinsic value of exercisable in-the-money options was ~~$1,600,000~~$1,738,000 and the aggregate intrinsic value of outstanding in-the-money options was ~~$1,641,000~~$1,859,000 based on the market closing price of ~~$49.22~~$55.68 on ~~March 31,~~June 30, 2021 less exercise prices.

The unrecognized compensation cost of options granted to FRP employees but not yet vested as of ~~March 31,~~June 30, 2021 was ~~$180,000,~~$163,000, which is expected to be recognized over a weighted-average period of ~~2.6 years.~~2.4 years.

Gains of ~~$26,000~~$602,000 were realized by option holders during the ~~three~~six months ended ~~March 31,~~June 30, 2021.

A ~~summary~~Summary of changes in restricted stock awards is presented below (in thousands, except share and per share amounts):

			Weighted		Weighted	Weighted				Weighted		Weighted	Weighted
	Number		Average		Average	Average		Number		Average		Average	Average
	Of		Exercise		Remaining	Grant Date		Of		Exercise		Remaining	Grant Date
Restricted stock	Shares		Price		Term (yrs)	Fair Value(000's)		Shares		Price		Term (yrs)	Fair Value(000's)

Non-vested at December 31, 2020		20,520	$	46.30	3.4	$	950		20,520	$	46.30	3.4	$	950
Time-based awards granted		8,896		45.55			405		8,896		45.55			405
Performance-based awards granted		18,882		45.55			860		18,882		45.55			860
Non-vested at March 31, 2021		48,298	$	45.87	3.8	$	2,215
Non-vested at June 30, 2021									48,298	$	45.87	3.6	$	2,215

Total compensation cost of restricted stock granted but not yet vested as of ~~March 31,~~June 30, 2021 was ~~$1,831,000~~$1,696,000 which is expected to be recognized over a weighted-average period of ~~4.0 years.~~3.8 years.

(8) Contingent ~~Liabilities.~~Liabilities.

The Company may be involved in litigation on a number of matters and is subject to certain claims which arise in the normal course of business. The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage. In the opinion of management, none of these matters are expected to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

The Company is subject to numerous environmental laws and regulations. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity,

or operations. The Company can give no assurance that previous environmental studies with respect to its properties have revealed all potential environmental contaminants; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; that the current environmental condition of the properties will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.

As of ~~March 31,~~June 30, 2021 there ~~were $448,000~~was $506,000 outstanding under letters of credit. The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development.

(9) Concentrations.

The mining royalty lands segment has a total of ~~five~~5 tenants currently leasing mining locations and one lessee that accounted for ~~30.6%~~26.3% of the Company’s consolidated revenues during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and ~~$270,000~~$403,000 of accounts receivable at ~~March 31,~~June 30, 2021. The termination of these lessees’ underlying leases could have a material adverse effect on the Company. The Company places its cash and cash equivalents with Wells Fargo Bank and First Horizon Bank. At times, such amounts may exceed FDIC limits.

(10) Fair Value ~~Measurements.~~Measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 means the use of quoted prices in active markets for identical assets or liabilities. Level 2 means the use of values that are derived principally from or corroborated by observable market data. Level 3 means the use of inputs are those that are unobservable and significant to the overall fair value measurement.

At ~~March 31,~~June 30, 2021 the Company was invested in 2012 corporate bonds with individual maturities ~~ranging from 2021 through 2022.~~over the next 7 months. The unrealized gain on these bonds of ~~$345,000~~$118,000 was recorded as part of comprehensive income and was based on the estimated market value by National Financial Services, LLC (“NFS”) obtained from sources that may include pricing vendors, broker/dealers who clear through NFS and/or other sources (Level 2). The amortized cost of the investments was ~~$51,171,000~~$32,011,000 and the carrying amount and fair value of such bonds were ~~$51,171,000~~$32,129,000 as of ~~March 31,~~June 30, 2021.

At ~~March 31,~~June 30, 2021 and 2020, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents and revolving credit approximate their fair value based upon the short-term nature of these items.

The fair values of the Company’s other mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities. At ~~March 31,~~June 30, 2021, the carrying amount and fair value of such other long-term debt was ~~$178,321,000~~$178,334,000 and ~~$169,355,000,~~$175,625,000, respectively. At ~~March 31,~~June 30, 2020, the carrying amount and fair value of such other long-term debt was ~~$88,959,000~~$88,993,000 and ~~$95,486,000,~~$95,606,000, respectively.

(11) Investments in Joint ~~Ventures.~~Ventures.

~~Brooksville.~~ ~~In 2006,~~The Company has investments in joint ventures, primarily with other real estate developers. Joint ventures where FRP is not the ~~Company entered into a Joint Venture Agreement with Vulcan Materials Company~~primary beneficiary are reflected in the line “Investment in joint ventures” on the balance sheet and “Equity in loss of joint ventures” on the income statement. The assets of these joint ventures are restricted to ~~jointly own and develop approximately 4,300 acres of land near Brooksville, Florida. Under the terms of~~use by the joint venture, FRP contributed its fee interest in approximately 3,443 acres formerly leased to Vulcan under a long-term mining lease which had a net book value of $2,548,000. Vulcan is entitled to mine a portion ofventures and their obligations can only be settled by their assets or additional contributions by the property until 2032 and pay royalties to the Company. FRP also contributed $3,018,000 for one-half of the acquisition costs of a 288-acre contiguous parcel. Vulcan contributed 553 acres that it owned as well as its leasehold interest in the 3,443 acres that it leased from FRP and $3,018,000 for one-half of the acquisition costs of the 288-acre contiguous parcel. partners.

The joint venture is jointly controlled by Vulcan and FRP. Distributions will be made on a 50-50 basis except for royalties and depletion specifically allocated to the Company. Other income for the three months ended March 31, 2021 includes a loss of $11,000 representingfollowing table summarizes the Company’s ~~portion of the loss of this joint venture.~~Investments in Unconsolidated Joint Ventures (in thousands):

								The
								Company's
								Share of Profit
	Common			Total	Total Assets of	Profit (Loss)		(Loss) of the
	Ownership			Investment	The Partnership	Of the Partnership		Partnership ⁽¹⁾

As of June 30, 2021
Brooksville Quarry, LLC	50.00	%	$	7,474	14,340	(44	)	(22	)
BC FRP Realty, LLC	50.00	%		5,402	22,746	(166	)	(88	)
Riverfront Holdings II, LLC ⁽¹⁾				0	0	(760	)	(628	)
Bryant Street Partnerships ⁽¹⁾	61.36	%		59,571	196,646	(2,410	)	(2,207	)
Hyde Park				4	4	0		0
DST Hickory Creek	26.65	%		6,000	47,006	(209	)	171
Amber Ridge Loan				11,859	11,859	0		0
1800 Half St. Owner, LLC	61.37	%		38,220	66,454	19		25
Greenville/Woodfield Partnerships	40.00	%		16,409	67,661	(10	)	(4	)
Total			$	144,939	426,716	(3,580	)	(2,753	)

								The
								Company's
								Share of Profit
	Common			Total	Total Assets of	Profit (Loss)		(Loss) of the
	Ownership			Investment	The Partnership	Of the Partnership		Partnership (1)

As of December 31, 2020
Brooksville Quarry, LLC	50.00	%	$	7,499	14,347	(78	)	(39	)
BC FRP Realty, LLC	50.00	%		5,184	22,747	(411	)	(207	)
Riverfront Holdings II, LLC	80.00	%		23,533	108,538	(4,573	)	(3,907	)
Bryant Street Partnerships ⁽¹⁾	61.36	%		60,159	173,814	(836	)	(2,130	)
Hyde Park				591	591	0		0
DST Hickory Creek	26.65	%		6,000	47,761	(367	)	339
Amber Ridge Loan				10,026	10,026	0		0
1800 Half St. Owner, LLC	61.37	%		37,875	54,275	158		164
Greenville/Woodfield Partnerships	40.00	%		16,204	46,457	182		90
Total			$	167,071	478,556	(5,925	)	(5,690	)

⁽¹⁾

Riverfront Holdings II, LLC was consolidated on March 31, 2021. Bryant Street Partnerships includes $471,000 in 2021 and $1,146,000 in 2020 for the Company’s share of preferred interest and $236,000 in 2021 and $471,000 in 2020 for amortization of guarantee liability related to the Bryant Street loan.

~~BC FRP Realty (Windlass Run).~~ ~~In 2016, the Company entered into an agreement with a Baltimore development company (St. John Properties, Inc.) to jointly develop the remaining lands~~The major classes of our Windlass Run Business Park. The 50/50 partnership initially calls for FRP to combine its 25 acres (valued at $7,500,000) with St. John Properties’ adjacent 10 acres fronting on a major state highway (valued at $3,239,536) which resulted in an initial cash distribution of $2,130,232 to FRP in May 2016. Thereafter, the venture will jointly develop the combined properties into a multi-building business park to consist of approximately 329,000 square feet of single-story office space. On September 28, 2017 BC FRP Realty, LLC obtained $17,250,000 of construction financing commitments for four buildings through September 15, 2022 from BB&T at 2.5% over Daily 1-Month LIBOR. The balance outstanding on these loans at March 31, 2021 was $11,969,000.

~~Bryant Street Partnerships.~~ ~~On December 24, 2018 the Company~~assets, liabilities and MRP formed four partnerships to purchase and develop approximately five acres of land at 500 Rhode Island Ave NE, Washington, D.C. This property is the first phase of the Bryant Street Master Plan. The property is located in an Opportunity Zone, which provides tax benefits in the new communities development program as established by Congress in the Tax Cuts and Jobs Act of 2017. The Company contributed cash of $32 million in exchange for a 61.36% common equity in the partnership. The Company also contributed cash of $23 million as preferred equity financing at 8.0% interest rate. The Company records interest income for this loan and a loss in equity in ventures for our 61.36% equity in the partnership. On March 13, 2019 the partnerships closed on a construction loan with a group of lenders for up to $132 million at an interest rate of 2.25% over Daily 1-Month LIBOR. The loan matures March 13, 2023 with up to two extensions of one year each upon certain conditions including, for the first, a debt service coverage of at least 1.10 and a loan-to-value that does not exceed 65% and for the second, a debt service coverage of 1.25 and a maximum loan-to-value of 65%. Borrower may prepay a portion of the unpaid principal to satisfy such tests. The loan balance at March 31, 2021 was $95,967,000. The Company and MRP guaranteed $26 million of the loan in exchange for a 1% lower interest rate. The Company and MRP have a side agreement limiting the Company’s guarantee to its proportionate ownership. The value of the guarantee was calculated at $1.9 million based on the present value of the 1% interest savings over the anticipated 48 month term. This amount is included as part of the Company’s ~~investment basis and is amortized to expense over the 48 months. The Company’s equity interest~~Investments in Joint Ventures as of June 30, 2021 are summarized in the ~~joint venture is accounted for under the equity method~~following two tables (in thousands): Investments in Apartment/Mixed Use as of ~~accounting as all the major decisions are shared equally.~~June 30, 2021

~~Hyde Park.~~ On January 27, 2018 the Company entered into a loan agreement with a Baltimore developer to be the principal capital source of a residential development venture in Essexshire now known as “Hyde Park.” We have committed up to $3.5 million in exchange for an interest rate of 10% and a preferred return of 20% after which the Company is also entitled to a portion of proceeds from sale. Entitlements for the development of the property are complete, a homebuilder is under contract to purchase all of the 126 recorded building lots. The first phase of settlement occurred in May 2020, resulting in a $2.67 million principal and interest payment, with subsequent payments of $1.13 million in principal and interest payments in the third quarter of 2020.


	As of June 30, 2021										Total
	Riverfront		Bryant Street		DST Hickory		1800 Half St.		Greenville/		Apartment/
	Holdings II, LLC		Partnership		Creek		Partnership		Woodfield		Mixed Use

Investments in real estate, net	$	0		195,806		44,579		56,555		67,337	$	364,277
Cash and cash equivalents		0		579		1,121		7,089		324		9,113
Unrealized rents & receivables		0		233		935		0		0		1,168
Deferred costs		0		28		371		2,810		0		3,209
Total Assets	$	0		196,646		47,006		66,454		67,661	$	377,767

Secured notes payable	$	0		103,546		29,314		0		24,748	$	157,608
Other liabilities		0		16,441		179		9,827		3,005		29,452
Capital - FRP		0		57,759		4,667		37,485		15,963		115,874
Capital – Third Parties		0		18,900		12,846		19,142		23,945		74,833
Total Liabilities and Capital	$	0		196,646		47,006		66,454		67,661	$	377,767

~~DST Hickory Creek~~. In July 2019, the Company invested $6 million in 1031 proceeds from two sales in 2019 into a Delaware Statutory Trust (DST) known as CS1031 Hickory Creek Apartments, DST. The Company is 26.65% beneficial owner and receives monthly distributions. The DST owns a 294-unit garden-style apartment community consisting of 19 three-story apartment buildings containing 273,940 rentable square feet on approximately 20.4 acres of land. The property was constructed in 1984 and substantially renovated in 2016. The DST purchased the property in April, 2019 for $45,600,000 with ten-year financing obtained for $29,672,000 at 3.74% with a 30-year amortization period, interest only for five years. The Company’s equity interest in the trust is accounted for under the cost method because we don’t have significant influence over the operating and financial policies. Monthly distributions are recorded as equity in gain or loss of joint ventures. Distributions of $84,000 were received in 2021.

~~Amber Ridge.~~ ~~On June 26, 2019 the Company entered into a loan agreement with a Baltimore developer to be the~~

principal capital source of a residential development venture in Prince Georges County, Maryland known as “Amber Ridge.” We have committed up to $18.5 million in exchange for an interest rate of 10% and a preferred return of 20% after which the Company is also entitled to a portion of proceeds from sale. This project will hold 187 single-family town homes. We are currently pursuing entitlements and have two homebuilders under contract to purchase all of the 187 units upon completion of development infrastructure.

~~1800 Half Street.~~ On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use project located at 1800 Half Street, Washington, D.C. This property is located in the Buzzard Point area of Washington, DC, less than half a mile downriver from Dock 79 and the Maren. It lies directly between our two acres on the Anacostia currently under lease to Vulcan and Audi Field, the home stadium of the DC United. The project is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017. The Company contributed cash of $37.3 million. MRP will contribute the remainder of its equity in 2020. The land was acquired in two pieces over the first half of 2020. On June 26, 2020 the partnership closed on a construction loan with Truist Bank for up to $74 million at an interest rate of 2.25% over Daily 1-Month LIBOR. The loan matures June 26, 2024 with one extension of two years requiring a .25% fee, paying principal monthly under a 30-year amortization schedule, and meeting a 9.9% debt yield after the first year. The ten-story structure will have 344 apartments and 11,246 square feet of ground floor retail. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting because all major decisions are shared equally.

~~Greenville/Woodfield Partnerships.~~ On December 23, 2019 the Company and Woodfield Development formed a joint venture to develop a mixed-use project in Greenville SC known as .408 Jackson located across the street from Greenville’s minor league baseball stadium. The project will hold 227 multifamily units and 4,700 square feet of retail space. It is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017. On April 28, 2020 the partnership closed on a construction loan with First National Bank of Pennsylvania for up to $36 million at an interest rate of 2.00% over Daily 1-Month LIBOR. The loan matures on April 28, 2025 and the payment terms are interest only through April 28, 2024 and fixed principal payments of $17,765 plus interest through April 28, 2025 when all unpaid principal is due. There is an option of one extension of two years requiring a .1% fee, maintaining a 1.20-to-1 Debt Service Coverage Ratio, the loan is free from outstanding default events and the appraisal value is 60% of the loan amount. If extension is accepted principal payments of $17,765 plus interest will continue until maturity when all unpaid principal is due. The loan balance at March 31, 2021 was $1,857,000. The Company contributed cash of $9.7 million in exchange for a 40% common equity in the joint venture. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting through the construction and lease up period. Woodfield personally guaranteed the loan and will be managing the projects day to day operations. Major decisions for the entity must be made unanimously between both members.

On December 23, 2019 the Company and Woodfield formed a joint venture to develop a 200-unit multifamily apartment project located at 1430 Hampton Avenue, Greenville, SC. The project is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017. The Company contributed $6.2 million in exchange for a 40% common equity in the joint venture. On February 14, 2020, Woodfield Riverside OZB, LLC closed on a construction loan with Truist Bank for up to $22.8 million at an interest rate of 2.25% over Daily 1-Month LIBOR. When the Certificate of Occupancy is received, the interest rate reduces to 2.05% over Daily 1-Month LIBOR. The loan matures February 10, 2024 with two one-year extension options after initial 48 month term amortizing payments over 30 years, and meeting Debt Service Coverage Ratio of not less than 1.25-to-1.0. The loan balance at March 31, 2021 was $8,307,000. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting through the construction and lease up period. Woodfield personally guaranteed the loan and will be managing the projects day to day operations. Major decisions for the entity must be made unanimously between both members.

~~Investments in Joint Ventures (in thousands):~~

The
Company's
Share of  Profit
Common Total Total Assets of Profit (Loss) (Loss) of  the
Ownership Investment The Partnership Of the Partnership Partnership (1)

As of March 31, 2021
Brooksville Quarry, LLC 50.00 % $ 7,487 14,315 (22 ) (11 )
BC FRP Realty, LLC 50.00 % 5,387 22,715 (52 ) (26 )
RiverFront Holdings II, LLC (1) — — (760 ) (639 )
Bryant Street Partnerships 61.36 % 59,907 187,509 (1,137 ) (1,061 )
Hyde Park 591 591 — —
DST Hickory Creek 26.65 % 6,000 47,469 (99 ) 84
Amber Ridge Loan 10,197 10,197 — —
1800 Half St. Owner, LLC 61.37 % 38,027 59,005 16 18
Greenville/Woodfield Partnerships 40.00 % 16,304 57,092 — —
   Total $ 143,900 398,893   (2,054 )   (1,635 )

The
Company's
Share of  Profit
Common Total Total Assets of Profit (Loss) (Loss) of  the
Ownership Investment The Partnership Of the Partnership Partnership (1)

As of December 31, 2020
Brooksville Quarry, LLC 50.00 % $ 7,499 14,347 (78 ) (39 )
BC FRP Realty, LLC 50.00 % 5,184 22,747 (411 ) (207 )
RiverFront Holdings II, LLC 80.00 % 23,533 108,538 (4,573 ) (3,907 )
Bryant Street Partnerships 61.36 % 60,159 173,814 (836 ) (2,130 )
Hyde Park 591 591 — —
DST Hickory Creek 26.65 % 6,000 47,761 (367 ) 339
Amber Ridge Loan 10,026 10,026 — —
1800 Half St. Owner, LLC 61.37 % 37,875 54,275 158 164
Greenville/Woodfield Partnerships 40.00 % 16,204 46,457 182 90
   Total $ 167,071 478,556   (5,925 )   (5,690 )

(1): RiverFront Holdings II, LLC was consolidated on March 31, 2021. RiverFront Holdings II, LLC includes $286,000 in 2020 for the Company’s share of preferred interest. Bryant Street Partnerships includes $234,000 in 2021 and $1,146,000 in 2020 for the Company’s share of preferred interest and $118,000 in 2021 and $471,000 in 2020 for amortization of guarantee liability related to the Bryant Street loan.

~~The Company’s~~ Investments in Joint Ventures as of ~~March 31,~~June 30, 2021 ~~are summarized in the following two tables (in thousands):~~


	As of March 31, 2021										Total		As of June 30, 2021
	RiverFront		Bryant Street		DST Hickory		1800 Half St.		Greenville/		Apartment/		Brooksville		BC FRP				Amber Ridge		Apartment/		Grand
	Holdings II, LLC		Partnership		Creek		Partnership		Woodfield		Mixed Use		Quarry, LLC		Realty, LLC		Hyde Park		Loan		Mixed Use		Total

Investments in real estate, net	$	0		186,148		44,972		46,099		56,946	$	334,165	$	14,284		21,754		4		11,859		364,277	$	412,178
Cash and cash equivalents		0		1,092		1,251		10,096		146		12,585		55		310		0		0		9,113		9,478
Unrealized rents & receivables		0		203		858		0		0		1,061		0		444		0		0		1,168		1,612
Deferred costs		0		66		388		2,810		0		3,264		1		238		0		0		3,209		3,448
Total Assets	$	0		187,509		47,469		59,005		57,092	$	351,075	$	14,340		22,746		4		11,859		377,767	$	426,716

Secured notes payable													$	0		11,764		0		0		157,608	$	169,372
Other liabilities														68		126		0		0		29,452		29,646
Capital - FRP														7,474		5,428		4		11,859		115,874		140,639
Capital - Third Parties														6,798		5,428		0		0		74,833		87,059
Total Liabilities and Capital													$	14,340		22,746		4		11,859		377,767	$	426,716

Secured notes payable $ 0 93,798 29,303 0 9,789 $ 132,890
Other liabilities 0 16,180 219 4,206 7,396 28,001
Capital - FRP 0 58,139 4,783 37,482 15,963 116,367
Capital – Third Parties 0 19,392 13,164 17,317 23,944 73,817
Total Liabilities and Capital $ 0 187,509 47,469 59,005 57,092 $ 351,075

As of March 31, 2021
Brooksville BC FRP Amber Ridge Apartment/ Grand
Quarry, LLC Realty, LLC Hyde Park Loan Mixed Use Total

Investments in real estate, net. $ 14,285 21,943 591 10,197 334,165 $ 381,181
Cash and cash equivalents 27 213 0 0 12,585 12,825
Unrealized rents & receivables 0 272 0 0 1,061 1,333
Deferred costs 3 287 0 0 3,264 3,554
Total Assets $ 14,315 22,715 591 10,197 351,075 $ 398,893

Secured notes payable $ 0 11,943 0 0 132,890 $ 144,833
Other liabilities 20 112 0 0 28,001 28,133
Capital - FRP 7,487 5,330 591 10,197 116,367 139,972
Capital - Third Parties 6,808 5,330 0 0 73,817 85,955
Total Liabilities and Capital $ 14,315 22,715 591 10,197 351,075 $ 398,893

The Company’s capital recorded by the unconsolidated Joint Ventures is ~~$3,927,000~~$4,300,000 less than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due primarily to capitalized interest.

The Company’s Investments in Joint Ventures as of December 31, 2020 are summarized in the following two tables (in thousands):Investments in Apartments/Mixed Use as of December 30, 2021


	As of December 31, 2020										Total		As of December 31, 2020										Total
	RiverFront		Bryant Street		DST Hickory		1800 Half St.		Greenville/		Apartment/		Riverfront		Bryant Street		DST Hickory		1800 Half St.		Greenville/		Apartment/
	Holdings II, LLC		Partnership		Creek		Partnership		Woodfield		Mixed Use		Holdings II, LLC		Partnership		Creek		Partnership		Woodfield		Mixed Use

Investments in real estate, net	$	105,737		173,560		45,379		37,452		42,668	$	404,796	$	105,737		173,560		45,379		37,452		42,668	$	404,796
Cash and cash equivalents		2,626		111		1,202		14,011		3,554		21,504		2,626		111		1,202		14,011		3,554		21,504
Unrealized rents & receivables		13		58		775		2		0		848		13		58		775		2		0		848
Deferred costs		162		85		405		2,810		235		3,697		162		85		405		2,810		235		3,697
Total Assets	$	108,538		173,814		47,761		54,275		46,457	$	430,845	$	108,538		173,814		47,761		54,275		46,457	$	430,845

Secured notes payable	$	64,982		72,471		29,291		0		1,776	$	168,520	$	64,982		72,471		29,291		0		1,776	$	168,520
Other liabilities		4,189		22,952		107		1,953		4,774		33,975		4,189		22,952		107		1,953		4,774		33,975
Capital - FRP		34,667		58,559		4,894		37,466		15,963		151,549		34,667		58,559		4,894		37,466		15,963		151,549
Capital - Third Parties		4,700		19,832		13,469		14,856		23,944		76,801		4,700		19,832		13,469		14,856		23,944		76,801
Total Liabilities and Capital	$	108,538		173,814		47,761		54,275		46,457	$	430,845	$	108,538		173,814		47,761		54,275		46,457	$	430,845

As of December 31, 2020
Brooksville BC FRP Amber Ridge Apartment/ Grand
Quarry, LLC Realty, LLC Hyde Park Loan Mixed Use Total

Investments in real estate, net. $ 14,287 22,067 591 10,026 404,796 $ 451,767
Cash and cash equivalents 55 90 0 0 21,504 21,649
Unrealized rents & receivables 0 254 0 0 848 1,102
Deferred costs 5 336 0 0 3,697 4,038
Total Assets $ 14,347 22,747 591 10,026 430,845 $ 478,556

Investments in Joint Ventures as of December 31, 2020


	As of December 31, 2020
	Brooksville		BC FRP				Amber Ridge		Apartment/		Grand
	Quarry, LLC		Realty, LLC		Hyde Park		Loan		Mixed Use		Total

Investments in real estate, net.	$	14,287		22,067		591		10,026		404,796	$	451,767
Cash and cash equivalents		55		90		0		0		21,504		21,649
Unrealized rents & receivables		0		254		0		0		848		1,102
Deferred costs		5		336		0		0		3,697		4,038
Total Assets	$	14,347		22,747		591		10,026		430,845	$	478,556

Secured notes payable	$	0		12,370		0		0		168,520	$	180,890
Other liabilities		28		123		0		0		33,975		34,126
Capital - FRP		7,499		5,127		591		10,026		151,549		174,792
Capital - Third Parties		6,820		5,127		0		0		76,801		88,748
Total Liabilities and Capital	$	14,347		22,747		591		10,026		430,845	$	478,556

Secured notes payable $ 0 12,370 0 0 168,520 $ 180,890
Other liabilities 28 123 0 0 33,975 34,126
Capital - FRP 7,499 5,127 591 10,026 151,549 174,792
Capital - Third Parties 6,820 5,127 0 0 76,801 88,748
Total Liabilities and Capital $ 14,347 22,747 591 10,026 430,845 $ 478,556

The amount of consolidated retained earnings (accumulated deficit) for these joint ventures was ~~$(5,937,000)~~$(6,752,000) and ~~$(8,278,000)~~$(8,278,000) as of ~~March 31,~~June 30, 2021 and December 31, 2020 respectively.

~~The income statements of RiverFront Holdings II, LLC are as follows (in thousands):~~

RiverFront RiverFront RiverFront RiverFront
Holdings II, LLC. Holdings II, LLC. Holdings II, LLC. Holdings II, LLC.
Total JV Company Share Total JV Company Share
Maren Three Months ended Three Months ended Three Months ended Three Months ended
March 31, March 31, March 31, March 31,
2021 2021 2020 2020
Revenues:
    Rental Revenue $ 1,836 $ 1,469 $ —   $ —
    Revenue – other 168 134 2   2
Total Revenues 2,004 1,603 2   2

Cost of operations:
     Depreciation and amortization 942 754 —   —
     Operating expenses 721 576 236 190
     Property taxes 215 172 8 6
Total cost of operations 1,878 1,502 244 196

Total operating profit 126 101 (242 ) (194 )
Interest expense (886 ) (740 ) —   (197 )

Net loss before tax (760 ) (639 ) (242 ) (391 )

The income statements of the Bryant Partnerships are as follows (in thousands):Bryant Partnerships income statements

	Bryant Street			Bryant Street
	Partnerships			Partnerships			Bryant Street			Bryant Street
	Total JV			Company Share			Partnerships			Partnerships
Bryant	Three Months ended			Three Months ended
							Total JV			Company Share
							Six Months ended			Six Months ended
	March 31,			March 31,			June 30,			June 30,
	2021			2021			2021			2021
Revenues:
Rental Revenue	$	17		$	10		$	180		$	111
Revenue – other		19			12			77			47
Total Revenues		36			22			257			158

Cost of operations:
Depreciation and amortization		366			225			776			476
Operating expenses		507			311			1,117			686
Property taxes		0			0			119			73
Total cost of operations		873			536			2,012			1,235

Total operating profit		(837	)		(514	)		(1,755	)		(1,077	)
Interest expense		(300	)		(547	)		(655	)		(1,130	)

Net loss before tax		(1,137	)		(1,061	)		(2,410	)		(2,207	)

(12) Consolidation of ~~RiverFront~~Riverfront Investment Partners II, LLC. ~~RiverFront~~Riverfront Holdings II, LLC.

On May 4, 2018 the Company and MRP Realty formed a Joint Venture to develop the second phase only of the four phase master development known as ~~RiverFront~~Riverfront on the Anacostia in Washington, D.C. The purpose of the Joint Venture is to develop and own a ~~250,000-square-foot~~250,000-square-foot mixed-use development which supports 264 residential units and 6,937 square feet of retail. The Company contributed land with an agreed to value of ~~$16,300,000~~$16,300,000 (cost basis of ~~$4.6~~$4.6 million) and ~~$6.2~~$6.2 million of cash to the Joint Venture for an ~~80%~~80% stake in the venture. MRP contributed capital of ~~$5.6~~$5.6 million to the joint venture including development costs paid prior to formation of the joint venture and a ~~$725,000~~$725,000 development fee. The Company further agreed to fund ~~$13.75~~$13.75 million preferred equity financing at ~~7.5%~~7.5% interest rate all of which was advanced and repaid with interest in March 2021. The Company’s equity interest in the joint venture was previously accounted for under the equity method of accounting as MRP acts as the administrative agent of the joint venture and oversees and controls the day to day operations of the project.

In March 2021, Phase II (The Maren) reached stabilization. Stabilization in this case means ~~90%~~90% of the individual

apartments have been leased and are occupied by third party tenants. Upon reaching stabilization, the Company has, for a period of one year, the exclusive right to (i) cause the joint venture to sell the property or (ii) cause the Company’s and MRP’s percentage interests in the joint venture to be adjusted so as to take into account the contractual payouts assuming a sale at the value of the development at the time of this “Conversion election”.

Reaching stabilization results in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the primary beneficiary. As such, beginning March 31, 2021, the Company consolidated the assets (at fair value), liabilities and operating results of the joint venture. This consolidation resulted in a gain on remeasurement of investment in real estate partnership of ~~$51,139,000~~$51,139,000 of which ~~$13,012,000~~$13,965,000 was attributed to the noncontrolling interest. In accordance with the terms of the Joint Venture agreements, the Company used the fair value amount at date of conversion and calculated an adjusted ownership under the Conversion election. As such for financial reporting purposes effective March 31, 2021 the Company ownership is based upon this substantive profit sharing arrangement and is ~~estimated at 72.0%~~70.41% on a prospective ~~basis.~~basis as agreed to by FRP and MRP.

As of March 31, 2021
Riverfront Gain on Remeasure-
Holdings II, LLC ment Revised

Land $ 6,472 $ 22,858 $ 29,330
Building and improvements, net 87,269 23,531 110,800
Project under construction 258 —   258
Value of leases in place — 4,750 4,750
Cash 3,704 —   3,704
Cash held in escrow 336 —   336
Accounts receivable 707 —   707
Prepaid expenses 197 —   197
     Total Assets $ 98,943 $ 51,139 $ 150,082

Long-term Debt $ 88,000 $ —   $ 88,000
Amortizable debt costs (1,072 ) —   (1,072 )
Other liabilities 441 —   441
Equity – FRP 7,026 38,127 45,153
Equity - MRP 4,548 13,012 17,560
     Total Liabilities and Capital $ 98,943 $ 51,139 $ 150,082

Maren consolidation at stabilization


	As of March 31, 2021
	Riverfront			Gain on Remeasure-
	Holdings II, LLC			Ment		Revised

Land	$	6,472		$	22,858	$	29,330
Building and improvements, net		87,269			23,531		110,800
Project under construction		258			0		258
Value of leases in place		0			4,750		4,750
Cash		3,704			0		3,704
Cash held in escrow		336			0		336
Accounts receivable		707			0		707
Prepaid expenses		197			0		197
Total Assets	$	98,943		$	51,139	$	150,082

Long-term Debt	$	88,000		$	0	$	88,000
Amortizable debt costs		(1,072	)		0		(1,072	)
Other liabilities		441			0		441
Equity – FRP		7,026			37,174		44,200
Equity - MRP		4,548			13,965		18,513
Total Liabilities and Capital	$	98,943		$	51,139	$	150,082

2119

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our annual report on Form 10-K. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including the risks and uncertainties described in “Forward-Looking Statements” below and “Risk Factors” on page 5 of our annual report on Form 10-K. Our actual results may differ materially from those contained in or implied by any forward-looking statements. We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this quarterly report on Form 10-Q, unless required by law.

The following discussion includes a non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission to supplement the financial results as reported in accordance with GAAP. The non-GAAP financial measure discussed is net operating income (NOI). The Company uses this metric to analyze its continuing operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. This measure is not, and should not be viewed as, a substitute for GAAP financial measures. Refer to “Non-GAAP Financial Measure” below in this quarterly report for a more detailed discussion, including reconciliations of this non-GAAP financial measure to its most directly comparable GAAP financial measure.

Business Overview - FRP Holdings, Inc. is a ~~holding company engaged in various~~ real estate ~~businesses, namely (i) mining royalty land ownership~~development, asset management and ~~leasing, (ii) land acquisition, entitlement~~operating company businesses. Our properties are located in the Mid-Atlantic and development primarily for future warehouse/office or residential building construction, (iii) ownership, leasing, and management of residential apartment buildings, and (iv) warehouse/office building ownership, leasing and management.

~~The Company’s operations are influenced by a number of external and internal factors. External factors include levels of economic and industrial activity in the~~southeastern United States and ~~the Southeast, construction activity and costs, aggregates sales by lessees from the Company’s~~consist of:

Lands leased to mining companies, some of which will have second lives as development properties;

Residential apartments in Washington, D.C.;

Warehouse or office properties ~~interest rates, market conditions~~ in the ~~Baltimore/Northern Virginia/~~Mid-Atlantic states either existing or under development;

Mixed use properties under development in Washington, ~~DC area,~~D.C. or Greenville, South Carolina; and

Properties held for sale.

We believe our ~~ability~~present capital structure, liquidity and land provide us with years of opportunities to ~~obtain zoning~~increase recurring revenue and ~~entitlements necessary~~long-term value for ~~property development. Internal~~our shareholders. We intend to focus on our core business activity of real estate development, asset management and operations. We are developing a broad range of asset types that we believe will provide acceptable rates of return, grow recurring revenues and support future business. Capital commitments will be funded with cash proceeds from completed projects, existing cash, owned-land, partner capital and financing arrangements. We do not anticipate immediate benefits from investments. Timing of projects may be subject to delays caused by factors ~~include administrative costs, success in leasing efforts and construction cost management.~~beyond our control.

Reportable Segments

We conduct primarily all of our business in the following four reportable segments: (1) asset management (2) mining royalty lands (3) development and (4) stabilized joint ventures. For more information regarding our reportable segments, see Note 3. Business Segments of our condensed consolidated financial statements included in this quarterly report.

Asset Management Segment.

The Asset Management segment owns, leases and manages commercial properties. These assets create revenue and cash flows through tenant rental payments, lease management fees and reimbursements for building operating costs. The major cash outlays incurred in this segment are for operating expenses, real estate taxes, building repairs, lease commissions and other lease closing costs, construction of tenant improvements, capital to acquire existing operating buildings and closing costs related thereto and personnel costs of our property management team.

As of ~~March 31,~~June 30, 2021, the Asset Management Segment owned three commercial properties in fee simple as follows:

1) 34 Loveton Circle in suburban Baltimore County, Maryland consists of one office building totaling 33,708 square feet which is 95.1% occupied (16% of the space is occupied by the Company for use as our Baltimore headquarters). The property is subject to commercial leases with various tenants.

2) 155 E. 21^st Street in Duval County, Florida was an office building property that remains under lease through March 2026. We permitted the tenant to demolish all structures on the property during 2018.

3) Cranberry Run Business Park in Hartford County, Maryland consists of five office buildings totaling 268,010 square feet which are ~~87.6% occupied.~~59.7% occupied and 77.6% leased. The property is subject to commercial leases with various tenants.

Management focuses on several factors to measure our success on a comparative basis in this segment. The major factors we focus on are (1) net operating income growth, (2) growth in occupancy, (3) average annual occupancy rate (defined as the occupied square feet at the end of each month during a fiscal year divided by the number of months to date in that fiscal year as a percentage of the average number of square feet in the portfolio over that same time period), (4) tenant retention success rate (as a percentage of total square feet to be renewed), (5) building and refurbishing assets to meet Class A and Class B institutional grade classifications, and (6) reducing complexities and deferred capital expenditures to maximize sale price.

Mining Royalty Lands Segment.

Our Mining Royalty Lands segment owns several properties comprising approximately 15,000 acres currently under lease for mining rents or royalties (excluding the 4,280 acres owned by our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia, all of these properties are located in Florida and Georgia. The typical lease in this segment requires the tenant to pay us a royalty based on the number of tons of mined materials sold from our property during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold. As a result of this royalty payment structure, we do not bear the cost risks associated with the mining operations, however, we are subject to the cyclical nature of the construction markets in these states as both volumes and prices tend to fluctuate through those cycles. In certain locations, typically where the reserves on our property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual rental amount. We believe strongly in the potential for future growth in construction in Florida, Georgia, and Virginia which would positively benefit our profitability in this segment. Our mining properties had estimated remaining reserves of 506 million tons as of December 31, 2020 after a total of 8.5 million tons were consumed in 2020.

The major expenses in this segment are comprised of collection and accounting for royalties, management’s oversight of the mining leases, land entitlement for post-mining uses and property taxes at our non-leased locations and at our

Grandin location which, unlike our other leased mining locations, are not entirely paid by the tenant. As such, our costs in this business are very low as a percentage of revenue, are relatively stable and are not affected by increases in production at our locations. Our current mining tenants include Vulcan Materials, Martin Marietta, Cemex, Argos and The Concrete Company.

Additionally, these locations provide us with opportunities for valuable “second lives” for these assets through proper land planning and entitlement.

Significant “2^nd life” Mining Lands:

Location	Acreage	Status
Brooksville, Fl	4,280 +/-	Development of Regional of Impact and County Land Use and Master Zoning in place for 5,800 residential unit, mixed-use development
Ft. Myers, FL	1,907 +/-	Approval in place for 105, 1 acre, waterfront residential lots after mining completed.
Total	6,187 +/-

Development Segment.

Through our Development segment, we own and are continuously monitoring for their “highest and best use” several parcels of land that are in various stages of development. Our overall strategy in this segment is to convert all our non-income producing lands into income production through (i) an orderly process of constructing new commercial and residential buildings for us to own and operate or (ii) a sale to, or joint venture with, third parties. Additionally, our Development segment will purchase or form joint ventures on new developments of land not previously owned by the Company.

Revenues in this segment are generated predominately from land sales and interim property rents. The significant cash outlays incurred in this segment are for land acquisition costs, entitlement costs, property taxes, design and permitting, the personnel costs of our in-house management team and horizontal and vertical construction costs.

Since 1990, one of our primary strategies in this segment has been to acquire, entitle and ultimately develop commercial/industrial business parks providing 5–15 building pads which we typically convert into warehouse/office buildings. To date, our management team has converted 30 of these pads into developed buildings. Our typical practice has been to transfer these assets to the Asset Management segment on the earlier to occur of (i) commencement of rental revenue or (ii) issuance of the certificate of occupancy. We have also occasionally sold several of these pad sites over time to third parties.

Development Segment – Warehouse/Office Land.

At ~~March 31,~~June 30, 2021 this segment owned the following future development parcels:

25 acres of horizontally developed land capable of supporting ~~247,500~~247,995 square feet of warehouse, office, and flex buildings at Hollander 95 Business Park in Baltimore City, Maryland.

55 acres of land that will be capable of supporting over 625,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, Maryland.

~~1001 Old Philadelphia Road~~: In November 2020, the Company purchased 55 acres in Aberdeen, Maryland adjacent to our Cranberry Run Business Park for $10.5 million. The project is undergoing a 12-month annexation process into the Town of Aberdeen with annexation expected in 2022. Upon annexation, the project will be entitled for industrial development capable of supporting over 625,000 square feet of industrial product.

We ~~will continue to actively monitor these submarkets where we have lots ready for construction and take advantage of the opportunities presented to us. We will~~ also ~~look for new parcels to place into development.~~

We have three properties that were either spun-off to us from Florida Rock Industries in 1986 or acquired by us from unrelated third parties. These properties, as a result of our “highest and best use” studies, are being prepared for income generation through sale or joint venture with third parties, and in certain cases we are leasing these properties on an interim basis for an income stream while we wait for the development market to mature.

Development Segment - Significant Investment Lands Inventory:

Location	Approx. Acreage	Status	NBV	Approx. Acreage	Status	NBV
RiverFront on the Anacostia Phases III-IV	2.5	Conceptual design program ongoing.	$6,124,000
Riverfront on the Anacostia Phases III-IV				2.5	Conceptual design program ongoing.	$6,125,000
Hampstead Trade Center, MD	73	Residential conceptual design program ongoing	$9,293,000	73	Residential zoning applied for in preparation for sale	$9,415,000
Square 664E,on the Anacostia River in DC	2	Under lease to Vulcan Materials as a concrete batch plant through 2026	$7,802,000
Square 664E, on the Anacostia River in DC				2	Under lease to Vulcan Materials as a concrete batch plant through 2026	$7,760,000
Total	77.5		$23,219,000	77.5		$23,300,000

RIVERFRONT ON THE ANACOSTIA PHASES III-IV: This property consists of 2.5 acres on the Anacostia River and is immediately adjacent to the Washington National’s baseball park in the SE Central Business District of Washington, DC. Once zoned for industrial use and under a ground lease, this property is no longer under lease and has been rezoned for the construction of approximately 600,000 square feet of “mixed-use” development in two phases. See “Stabilized Joint Venture Segment” below for discussion on Phase I and Phase II. Phases III and IV are slated for office, and hotel/residential buildings, respectively, all with permitted first floor retail uses.

~~HAMPSTEAD TRADE CENTER: We purchased this 118-acre tract~~Development Segment - Investments in 2005 for $4.3 million in a Section 1031 exchange with plans of developing it as a commercial business park. The “great recession” caused us to reassess our plans for this property. As a result, Management has determined that the prudent course of action is to attempt to rezone the property for residential uses and sell the entire tract to another developer such that we can redeploy this capital into assets with more near-term income producing potential. On December 22, 2018, The Town of Hampstead re-awarded FRP its request for rezoning with a 30-day appeal period. No appeal was filed, therefore, FRP can now move forward with its residential concept plan. We are fully engaged in the formal process of seeking PUD entitlements for this 118-acre tract in Hampstead, Maryland, now known as “Hampstead Overlook”.

SQUARE 664E, WASHINGTON, DC: This property sits on the Anacostia River at the base of South Capitol Street in an area named Buzzard Point, less than half a mile down river from our RiverFront on the Anacostia property. The Square 664E property consists of approximately two acres and is currently under lease to Vulcan Materials for use as a concrete batch plant. The initial term of the lease terminates on August 31, 2021, and Vulcan has exercised its option to renew for one additional period of five years. In July 2018, Audi Field, the home of the DC United professional soccer club, opened its doors to patrons in Buzzard Point. Under normal circumstances the 20,000-seat stadium hosts 17 home games each year in addition to other outdoor events. The stadium is separated from our property by 1800 Half Street, the property acquired in a joint venture between the Company and MRP in December 2019.Joint Ventures

The third leg of our Development Segment consists of investments in joint ventures for properties in ~~development as described below:~~

~~Development Segment - Investments in Joint Ventures~~ ~~(in thousands)~~:

development.

2422

The Company has investments in joint ventures, primarily with other real estate developers which are summarized below:

As of March 31, 2021 Total
RiverFront Bryant Street DST Hickory 1800 Half St. Greenville/ Apartment/
Holdings II, LLC Partnership Creek Partnership Woodfield Mixed Use

Investments in real estate, net $ 0 186,148 44,972 46,099 56,946 $ 334,165
Cash and cash equivalents 0 1,092 1,251 10,096 146 12,585
Unrealized rents & receivables 0 203 858 0 0 1,061
Deferred costs 0 66 388 2,810 0 3,264
Total Assets $ 0 187,509 47,469 59,005 57,092 $ 351,075

Secured notes payable $ 0 93,798 29,303 0 9,789 $ 132,890
Other liabilities 0 16,180 219 4,206 7,396 28,001
Capital - FRP 0 58,139 4,783 37,482 15,963 116,367
Capital – Third Parties 0 19,392 13,164 17,317 23,944 73,817
Total Liabilities and Capital $ 0 187,509 47,469 59,005 57,092 $ 351,075

Property	JV Partner	Status	% Ownership
Brooksville Quarry, LLC near Brooksville, Florida	Vulcan Materials Company	Future planned residential development of 3,500 acres which are currently subject to mining lease	50%
BC FRP Realty, LLC for 35 acres in Maryland	St John Properties	Development of 329,000 square feet multi-building business park in progress	50%
Bryant Street Partnerships for 5 acres of land in Washington, D.C.	MRP Realty	Mixed-use development with 487 residential units and 85,681 square feet of retail partially completed	61.36%
Hyde Park residential development in Essexshire, MD		Property sold, $3.5 million investment in exchange for an interest rate of 10% and a preferred return of 20%	Financing
Amber Ridge residential development in Prince George’s County, Maryland		$18.5 million in exchange for an interest rate of 10% and a preferred return of 20% after which the Company is also entitled to a portion of proceeds from sale	Financing
1800 Half Street property in Buzzard Point area of Washington, D.C.	MRP Realty	Construction of ten-story structure with 344 apartments and 11,246 square feet of ground floor retail underway	61.37%
.408 Jackson property in Greenville, SC	Woodfield Development	Construction of mixed-use project with 227 multifamily units and 4,700 square feet of retail space began in May 2020	40%
Riverside property 1430 Hampton Avenue, Greenville, SC	Woodfield Development	Construction of 200 unit apartment project began in February 2020	40%

~~Note: RiverFront~~

Joint ventures where FRP is not the primary beneficiary are reflected in the line “Investment in joint ventures” on the balance sheet and “Equity in loss of joint ventures” on the income statement. The following table summarizes the Company’s investments in unconsolidated joint ventures (in thousands):

								The
								Company's
								Share of Profit
	Common			Total	Total Assets of	Profit (Loss)		(Loss) of the
	Ownership			Investment	The Partnership	Of the Partnership		Partnership (1)

As of June 30, 2021
Brooksville Quarry, LLC	50.00	%	$	7,474	14,340	(44	)	(22	)
BC FRP Realty, LLC	50.00	%		5,402	22,746	(166	)	(88	)
RiverFront Holdings II, LLC (1)				—	—	(760	)	(628	)
Bryant Street Partnerships	61.36	%		59,571	196,646	(2,410	)	(2,207	)
Hyde Park				4	4	—		—
DST Hickory Creek	26.65	%		6,000	47,006	(209	)	171
Amber Ridge Loan				11,859	11,859	—		—
1800 Half St. Owner, LLC	61.37	%		38,220	66,454	19		25
Greenville/Woodfield Partnerships	40.00	%		16,409	67,661	(10	)	(4	)
Total			$	144,939	426,716	(3,580	)	(2,753	)

(1) Riverfront Holdings II, LLC was consolidated on March 31, 2021, and reflected in Stabilized Joint Ventures.

As of March 31, 2021
Brooksville BC FRP Amber Ridge Apartment/ Grand
Quarry, LLC Realty, LLC Hyde Park Loan Mixed Use Total

Investments in real estate, net. $ 14,285 21,943 591 10,197 334,165 $ 381,181
Cash and cash equivalents 27 213 0 0 12,585 12,825
Unrealized rents & receivables 0 272 0 0 1,061 1,333
Deferred costs 3 287 0 0 3,264 3,554
Total Assets $ 14,315 22,715 591 10,97 351,075 $ 398,893

Secured notes payable $ 0 11,943 0 0 132,890 $ 144,833
Other liabilities 20 112 0 0 28,001 28,133
Capital - FRP 7,487 5,330 591 10,197 116,367 139,972
Capital - Third Parties 6,808 5,330 0 0 73,817 85,955
Total Liabilities and Capital $ 14,315 22,715 591 10,197 351,075 $ 398,893

~~Brooksville Quarry, LLC.~~. In 2006, the Company entered into a Joint Venture Agreement with Vulcan Materials Company to jointly own and develop approximately 4,300 acres of land near Brooksville, Florida. Under the terms of the joint venture, FRP contributed its fee interest in approximately 3,443 acres formerly leased to Vulcan under a long-term mining lease which had a net book value of $2,548,000. Vulcan is entitled to mine a portion of the property until 2032 and pay royalties to the Company. FRP also contributed $3,018,000 for one-half of the acquisition costs of a 288-acre contiguous parcel. Vulcan contributed 553 acres that it owned as well as its leasehold interest in the 3,443 acres that it leased from FRP and $3,018,000 for one-half of the acquisition costs of the 288-acre contiguous parcel. The joint venture is jointly controlled by Vulcan and FRP. Distributions will be made on a 50-50 basis except for royalties and depletion specifically allocated to the Company. Other income for the three months ended March 31, 2021 includes a loss of $11,000 representing the Company’s portion of the loss of this joint venture (not including FRP’s royalty revenues).

~~BC Realty, LLC (Windlass Run)~~. In March 2016, we entered into an agreement with a Baltimore development company (St. John Properties, Inc.) to jointly develop the remaining lands of our Windlass Run Business Park. The 50/50 partnership initially called for FRP to combine its 25 acres (valued at $7,500,000) with St. John Properties’ adjacent 10 acres fronting on a major state highway (valued at $3,239,536) which resulted in an initial cash distribution of $2,130,232 to FRP in May 2016. Thereafter, the venture will jointly develop the combined properties into a multi-building business park to consist of approximately 329,000 square feet of single-story office space. The project will take place in several phases, with construction of the first phase, which includes two office buildings and two retail buildings totaling 100,030-square-feet (inclusive of 27,950 retail), commenced in the fourth quarter of 2017 and was completed in January 2019. At March 31, 2021 Phase I was 46.9% leased and occupied, the subsequent phases will follow as each phase is stabilized. On September 28, 2017, BC FRP Realty, LLC obtained $17,250,000 of construction financing commitments for four buildings through September 15, 2022 from BB&T at 2.5% over Daily 1-Month LIBOR. The balance outstanding on these loans at March 31, 2021 was $11,969,000. Shell building construction of the two office buildings and two retail buildings in the first phase of the joint venture was completed in December 2018.

~~Bryant Street Partnerships:~~ On December 24, 2018 the Company and MRP Realty formed four partnerships to purchase and develop approximately five acres of land at 500 Rhode Island Ave NE, Washington, D.C. This property is the first phase of the Bryant Street Master Plan. The property is located in an Opportunity Zone, which provides tax

2523

~~benefits in the new communities development program as established by Congress in the Tax Cuts~~

The major classes of assets, liabilities and Jobs Act of 2017. This first phase is a mixed-use development which supports 487 residential units and 85,681 square feet of first floor and stand-alone retail on approximately five acres of the roughly 12-acre site. The Company contributed cash of $32 million in exchange for a 61.36% common equity in the partnership. The Company also contributed cash of $23 million as preferred equity financing at 8.0% interest rate. The Company records interest income for this loan and a loss in equity in joint ventures for our 61.36% equity in the partnership. On March 13, 2019 the partnerships closed on a construction loan with a group of lenders for up to $132 million at an interest rate of 2.25% over Daily 1-Month LIBOR. The loan matures March 13, 2023 with up to two extensions of one year each upon certain conditions including, for the first, a debt service coverage of at least 1.1 and a loan-to-value that does not exceed 65% and for the second, a debt service coverage of 1.25 and a maximum loan-to-value of 65%. The Company and MRP guaranteed $26 million of the loan in exchange for a 1% lower interest rate. The Company and MRP have a side agreement limiting the Company’s guarantee to its proportionate ownership. The value of the guarantee was calculated at $1.9 million based on the present value of the 1% interest savings over the anticipated 48-month term. This amount is included as part of the Company’s ~~investment basis and is amortized to expense over the 48 months. The Company will evaluate the guarantee liability based upon the success~~Investments in Joint Ventures as of ~~the project and assuming no payments~~June 30, 2021, are made under the guarantee the Company will have a gain for $1.9 million when the loan is paid in full. Borrower may prepay a portion of the unpaid principal to satisfy such tests. The Company’s equity interestsummarized in the joint venture is accounted for under the equity method of accounting as all the major decisions are shared equally. Construction began in February 2019, with substantial completion estimated in 3rd quarter 2021, and stabilization (meaning 88% of the individual apartments and retail are leased and occupied by third party tenants) in late 2022.

~~Hyde Park.~~ On January 27, 2018 the Company entered into a loan agreement with a Baltimore developer to be the principal capital source of a residential development venture in Essexshire now known as “Hyde Park.” We have committed up to $3.5 million in exchange for an interest rate of 10% and a preferred return of 20% after which a “waterfall” determines the split of proceeds from sale. Entitlements for the development of the property are complete, a homebuilder is under contract to purchase all of the 126 recorded building lots. The first phase of settlement occurred in May 2020, resulting in a $2.67 million principal and interest payment, with subsequent payments of $1.13 million in principal and interest payments in the third quarter of 2020.following two tables (in thousands):

~~Amber Ridge~~. On June 26, 2019 the Company entered into a loan agreement with a Baltimore developer to be the principal capital source of a residential development venture in Prince Georges County, Maryland known as “Amber Ridge.” We have committed up to $18.5 million in exchange for an interest rate of 10% and a preferred return of 20% after which the Company is also entitled to a portion of proceeds from sale. This project will hold 187 single-family town homes. We are currently pursuing entitlements and have two homebuilders under contract to purchase all of the 187 units upon completion of infrastructure development.

~~1800 Half Street~~. On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use project located at 1800 Half Street, Washington, D.C. This property is located in the Buzzard Point area of Washington, DC, less than half a mile downriver from Dock 79 and the Maren. It lies directly between our two acres on the Anacostia currently under lease by Vulcan and Audi Field, the home stadium of the DC United. The project is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017. The Company contributed cash of $37.3 million. The land was acquired in two pieces over the first half of 2020. On June 26, 2020 the partnership closed on a construction loan with Truist Bank for up to $74 million at an interest rate of 2.25% over Daily 1-Month LIBOR. The loan matures June 26, 2024 with one extension of two years requiring a .25% fee, paying principal monthly under a 30-year amortization schedule, and meeting a 9.9% debt yield after the first year. The ten-story structure will have 344 apartments and 11,246 square feet of ground floor retail. We began construction at the end of August 2020 and expect the building to be complete in the third quarter of 2022. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting as all major decisions are shared equally.

~~Greenville Partnerships.~~ On December 23, 2019 the Company and Woodfield Development formed a joint venture to develop a mixed-use project in Greenville SC known as .408 Jackson located across the street from Greenville’s minor league baseball stadium. The project will hold 227 multifamily units and 4,700 square feet of retail space. It is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017. The Company contributed cash of $9.7 million in

exchange for a 40% common equity in the joint venture. On April 28, 2020 the partnership closed on a construction loan with First National Bank of Pennsylvania for up to $36 million at an interest rate of 2.00% over Daily 1-Month LIBOR. The loan matures on April 28, 2025 and the payment terms are interest only through April 28, 2024 and fixed principal payments of $17,765 plus interest through April 28, 2025 when all unpaid principal is due. There is an option of one extension of two years requiring a .1% fee, maintaining a 1.20-to-1 Debt Service Coverage Ratio, the loan is free from outstanding default events and the appraisal value is 60% of the loan amount. If extension is accepted principal payments of $17,765 plus interest will continue until maturity when all unpaid principal is due. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting through the construction and lease up period. Woodfield personally guaranteed the loan and will be managing the projects day to day operations. Major decisions for the entity must be made unanimously between both members. ~~Construction began in May 2020 and should be complete in the third quarter of 2022.~~

On December 23, 2019 the Company and Woodfield formed a joint venture to develop a 200-unit multifamily apartment project located at 1430 Hampton Avenue, Greenville, SC. The project is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017. The Company contributed $6.2 million in exchange for a 40% common equity in the joint venture. On February 14, 2020, Woodfield Riverside OZB, LLC closed on a construction loan with Truist Bank for up to $22.8 million at an interest rate of 2.25% over Daily 1-Month LIBOR. When the Certificate of Occupancy is received, the interest rate reduces to 2.05% over Daily 1-Month LIBOR. The loan matures February 10, 2024 with two one-year extension options after initial 48 month term amortizing payments over 30 years, and meeting Debt Service Coverage Ratio of not less than 1.25-to-1.0. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting through the construction and lease up period. Woodfield personally guaranteed the loan and will be managing the projects day to day operations. Major decisions for the entity must be made unanimously between both members. Construction began in February 2020 and should be complete in the third quarter of 2021.

	As of June 30, 2021										Total
	Riverfront		Bryant Street		DST Hickory		1800 Half St.		Greenville/		Apartment/
	Holdings II, LLC		Partnership		Creek		Partnership		Woodfield		Mixed Use

Investments in real estate, net	$	0		195,806		44,579		56,555		67,337	$	364,277
Cash and cash equivalents		0		579		1,121		7,089		324		9,113
Unrealized rents & receivables		0		233		935		0		0		1,168
Deferred costs		0		28		371		2,810		0		3,209
Total Assets	$	0		196,646		47,006		66,454		67,661	$	377,767

Secured notes payable	$	0		103,546		29,314		0		24,748	$	157,608
Other liabilities		0		16,441		179		9,827		3,005		29,452
Capital - FRP		0		57,759		4,667		37,485		15,963		115,874
Capital – Third Parties		0		18,900		12,846		19,142		23,945		74,833
Total Liabilities and Capital	$	0		196,646		47,006		66,454		67,661	$	377,767

	As of June 30, 2021
	Brooksville		BC FRP				Amber Ridge		Apartment/		Grand
	Quarry, LLC		Realty, LLC		Hyde Park		Loan		Mixed Use		Total

Investments in real estate, net.	$	14,284		21,754		4		11,859		364,277	$	412,178
Cash and cash equivalents		55		310		0		0		9,113		9,478
Unrealized rents & receivables		0		444		0		0		1,168		1,612
Deferred costs		1		238		0		0		3,209		3,448
Total Assets	$	14,340		22,746		4		11,859		377,767	$	426,716

Secured notes payable	$	0		11,764		0		0		157,608	$	169,372
Other liabilities		68		126		0		0		29,452		29,646
Capital - FRP		7,474		5,428		4		11,859		115,874		140,639
Capital - Third Parties		6,798		5,428		0		0		74,833		87,059
Total Liabilities and Capital	$	14,340		22,746		4		11,859		377,767	$	426,716

Stabilized Joint Venture Segment.

Currently the segment includes three stabilized joint ventures which own, lease and manage buildings. These assets create revenue and cash flows through tenant rental payments, and reimbursements for building operating costs. The major cash outlays incurred in this segment are for property taxes, full service maintenance, property management, utilities and marketing. The three stabilized joint venture properties are as follows:

Property and Occupancy	JV Partner	Method of Accounting	% Ownership
Dock 79 apartments Washington, D.C. 305 apartment units and 18,000 square feet of retail	MRP Realty	Consolidated	66%
The Maren apartments Washington, D.C. 264 residential units and 6,937 square feet of retail	MRP Realty	Consolidated as of March 31, 2021	70.41%
DST Hickory Creek 294 apartment units in Henrico County, MD	Capital Square	Cost Method	26.6%

Second Quarter Operational Highlights

Highest mining royalty revenue total in any second quarter in segment’s history
Dock 79 residential occupancy above 94% for third straight quarter—first time that has happened since the fourth quarter of 2018

Comparative Results of Operations for the Three months ended June 30, 2021 and 2020

Consolidated Results

(dollars in thousands)	Three Months Ended June 30,
	2021			2020			Change			%
Revenues:
Lease Revenue	$	5,861		$	3,447		$	2,414			70.0	%
Mining lands lease revenue		2,634			2,402			232			9.7	%
Total Revenues		8,495			5,849			2,646			45.2	%

Cost of operations:
Depreciation/Depletion/Amortization		4,388			1,500			2,888			192.5	%
Operating Expenses		1,394			781			613			78.5	%
Property Taxes		1,000			646			354			54.8	%
Management company indirect		822			692			130			18.8	%
Corporate Expense		1,050			1,026			24			2.3	%
Total cost of operations		8,654			4,645			4,009			86.3	%

Total operating profit (loss)		(159	)		1,204			(1,363	)		-113.2	%

Net investment income, including realized gains
of $0 and $134		1,048			2,110			(1,062	)		-50.3	%
Interest Expense		(446	)		(45	)		(401	)		891.1	%
Equity in loss of joint ventures		(1,118	)		(1,343	)		225			-16.8	%
Gain on sale of real estate		805			3,589			(2,784	)		-77.6	%
Income before income taxes		130			5,515			(5,385	)		-97.6	%
Provision for (benefit from) income taxes		(151	)		1,538			(1,689	)		-109.8	%

Net income		281			3,977			(3,696	)		-92.9	%
Gain (loss) attributable to noncontrolling interest		199			(172	)		371			-215.7	%
Net income attributable to the Company	$	82		$	4,149		$	(4,067	)		-98.0	%

Net income attributable to the Company for the second quarter of 2021 was $82,000 or $.01 per share versus $4,149,000 or $.43 per share in the same period last year. The second quarter of 2021 was impacted by the following items:

The quarter includes $1,868,000 amortization expense of the $4,750,000 fair value of the Maren’s leases-in-place established when we booked this asset as part of the gain on remeasurement upon consolidation of this Joint Venture.
Interest income decreased $1,062,000 due to bond maturities and repayment of the Maren preferred equity financing.
Interest expense increased $401,000 due to interest on the Maren’s debt partially offset by a lower interest rate on the refinanced Dock ~~79.~~ 79 debt.
Gain from sale of real estate decreased $2,784,000. The current quarter included $805,000 for an easement and sale of excess land in the Mining Royalty Lands Segment. The prior year’s quarter included a gain of $3,589,000 from the sale of the three remaining lots at our Lakeside Business Park and Mining Royalty Lands Segment’s Gulf Hammock Property.
Gain attributable to non-controlling interest for the quarter includes a $953,000 adjustment to the $13.0 million gain on remeasurement attributed to MRP last quarter increasing it to $14.0 million. We finalized our agreement of the ownership split and revised last quarter’s estimate.

Asset Management Segment Results~~This first phase~~

	Three months ended June 30
(dollars in thousands)	2021			%			2020			%			Change			%

Lease revenue	$	588			100.0	%		716			100.0	%		(128	)		-17.9	%

Depreciation, depletion and amortization		134			22.8	%		200			27.9	%		(66	)		-33.0	%
Operating expenses		74			12.6	%		96			13.4	%		(22	)		-22.9	%
Property taxes		42			7.1	%		(24	)		-3.3	%		66			-275.0	%
Management company indirect		210			35.7	%		121			16.9	%		89			73.6	%
Corporate expense		288			49.0	%		265			37.0	%		23			8.7	%

Cost of operations		748			127.2	%		658			91.9	%		90			13.7	%

Operating profit (loss)	$	(160	)		-27.2	%		58			-8.1	%		(218	)		-375.9	%

Total revenues in this segment were $588,000, down $128,000 or 17.9%, over the same period last year due to the sale of our ~~RiverFront on The Anacostia project~~warehouse 1801 62^nd Street in July 2020 which had $163,000 of revenues in the same quarter last year. Operating loss was ($160,000), down $218,000 from an operating profit of $58,000 in the same quarter last year primarily due to the sale of 1801 62^nd Street. Cranberry Run, which we purchased in the first quarter of 2019, is a ~~joint venture owned by~~five-building industrial park in Harford County, MD totaling 268,010 square feet of industrial/ flex space and at quarter end was 77.6% leased and 59.7% occupied compared to 71.9% leased at the Company (66%) and our partner, MRP Realty (34%) and is a 305-unit residential apartment building with approximately 18,000 sq. ft. of first floor retail space. For financial reporting purposes the Company consolidates this venture as it is considered the primary beneficiaryend of the ~~Variable Interest Entity. As of March 31, 2021, the residential units were 94.10%~~same quarter last year. Our other two properties remain substantially leased during both periods, with 34 Loveton 95.1% occupied and ~~94.10%~~Square 664E fully leased ~~while retail units are 76% leased with just one space remaining.~~through August 2026.

Mining Royalty Lands Segment Results

	Three months ended June 30
(dollars in thousands)	2021		%			2020		%			Change			%

Mining lands lease revenue	$	2,634		100.0	%		2,402		100.0	%		232			9.7	%

Depreciation, depletion and amortization		58		2.2	%		62		2.6	%		(4	)		-6.5	%
Operating expenses		12		0.5	%		14		0.6	%		(2	)		-14.3	%
Property taxes		68		2.6	%		65		2.7	%		3			4.6	%
Management company indirect		96		3.6	%		67		2.8	%		29			43.3	%
Corporate expense		108		4.1	%		84		3.5	%		24			28.6	%

Cost of operations		342		13.0	%		292		12.2	%		50			17.1	%

Operating profit	$	2,292		87.0	%		2,110		87.8	%		182			8.6	%

Total revenues in this segment were $2,634,000 versus $2,402,000 in the same period last year. Total operating profit in this segment was $2,292,000, an increase of $182,000 versus $2,110,000 in the same period last year.

Development Segment Results

	Three months ended June 30
(dollars in thousands)	2021		2020		Change

Lease revenue	$	451		279		172

Depreciation, depletion and amortization		53		53		—

Operating expenses		45		144		(99	)
Property taxes		364		330		34
Management company indirect		400		455		(55	)
Corporate expense		522		617		(95	)

Cost of operations		1,384		1,599		(215	)

Operating loss	$	(933	)	(1,320	)	387

The ~~Maren~~Development segment is responsible for (i) seeking out and identifying opportunistic purchases of income producing warehouse/office buildings, and (ii) developing our non-income producing properties into income production.

With respect to developments in the quarter on ongoing projects:

In the third quarter of 2020, we received permit entitlements for two industrial buildings at Hollander Business Park. We have started construction and anticipate shell completion in the third quarter of 2021. Of this project’s 145,750 square feet, 26,000 square feet are pre-leased. We plan to start construction in the third quarter of 2021 on a build-to-suit building totaling 101,750 square feet. We estimate shell completion in the fourth quarter of 2022.
With respect to our joint venture with St. John Properties, we are now in the process of leasing these four single-story buildings totaling 100,030 square feet of office and retail space. At quarter end, Phase I was 48.1% leased and 46.8% occupied.
We were the principal capital source of a residential development venture in Baltimore County, Maryland known as “Hyde Park.” All obligations are complete, all principal repaid in full, and we have received $1,032,000 in preferred interest and profits.
The Coda, the first of our four buildings at Bryant Street joint venture, received a final certificate of occupancy on April 1, 2021, and leasing efforts are under way. At quarter end, the Coda was 88.31% leased and 67.53% occupied. Leasing will begin on the second and third buildings at Bryant Street in the third quarter of this year.
We began construction on our 1800 Half Street, now known as The Verge joint venture project at the end of August 2020 and expect the building to be complete in the third quarter of 2022. As of the end of the second quarter, the project was 26.82% complete.
At quarter end, our Riverside and .408 Jackson joint venture projects in Greenville, South Carolina are 92.17% and 54.45% complete, respectively. Leasing will begin at Riverside in the third quarter of this year.

Stabilized Joint Venture Segment Results.

	Three months ended June 30
(dollars in thousands)	2021			%			2020		%			Change			%

Lease revenue	$	4,822			100.0	%		2,452		100.0	%		2,370			96.7	%

Depreciation, depletion and amortization		4,143			85.9	%		1,185		48.3	%		2,958			249.6	%
Operating expenses		1,263			26.2	%		527		21.5	%		736			139.7	%
Property taxes		526			10.9	%		275		11.2	%		251			91.3	%
Management company indirect		116			2.4	%		49		2.0	%		67			136.7	%
Corporate expense		132			2.8	%		60		2.5	%		72			120.0	%

Cost of operations		6,180			128.2	%		2,096		85.5	%		4,084			194.8	%

Operating profit (loss)	$	(1,358	)		-28.2	%		356		14.5	%		(1,714	)		-481.5	%

In March 2021, we reached stabilization on Phase II (The Maren) of the development known as ~~RiverFront~~Riverfront on the Anacostia in Washington, D.C., a 250,000-square-foot mixed-use development which supports 264 residential units

and 6,937 square feet of retail developed by a joint venture between the Company and ~~MRP, reached stabilization.~~MRP. Stabilization in this case means 90% of the individual apartments had been leased and occupied by third party tenants. Upon reaching stabilization, the Company has, for a period of one year, the exclusive right to (i) cause the joint venture to sell the property or (ii) cause the Company’s and MRP’s percentage interests in the joint venture to be adjusted so as to take into account the contractual payouts assuming a sale at the value of the development at the time of this “Conversion ~~election”~~Election”. Reaching stabilization resulted in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the primary beneficiary. As such, beginning March 31, 2021, the Company consolidated the assets (at current fair value), liabilities and operating results of the joint venture. At the end of March, The Maren was 92.80% leased and 92.04% occupied.

~~DST Hickory Creek.~~ In July 2019, the Company invested $6 million in 1031 proceeds from two sales in 2019 into a Delaware Statutory Trust (DST) known as CS1031 Hickory Creek Apartments, DST. The Company is 26.649% beneficial owner and receives monthly distributions. The DST owns a 294-unit garden-style apartment community

consisting of 19 three-story apartment buildings containing 273,940 rentable square feet. The property was constructed in 1984 and substantially renovated in 2016. The property is located in Henrico County, providing residents convenient access to some of the largest employment and economic drivers in metro Richmond, including ten Fortune 1,000 companies. The project is a qualified 1031 like-kind exchange investment and will defer $790,000 in taxes associated with last year’s asset sales of 7030 Dorsey Road and 1502 Quarry Drive. The Company’s equity interest in the trust is accounted for under the cost method because we don’t have significant influence over the operating and financial policies. Monthly distributions are recorded as equity in loss of joint ventures.

~~Comparative Results of Operations for the Three months ended March 31, 2021 and 2020~~

~~Consolidated Results~~

(dollars in thousands) Three Months Ended March 31,
2021 2020 Change %
Revenues:
  Lease Revenue $ 3,538 $ 3,598 $ (60 ) -1.7 %
  Mining lands lease revenue 2,315 2,185 130 5.9 %
Total Revenues 5,853 5,783 70 1.2 %

Cost of operations:
  Depreciation/Depletion/Amortization 1,443 1,468 (25 ) -1.7 %
  Operating Expenses 841 925 (84 ) -9.1 %
  Property Taxes 778 737 41 5.6 %
  Management company indirect 570 672 (102 ) -15.2 %
  Corporate Expense 779 1,187 (408 ) -34.4 %
Total cost of operations 4,411 4,989 (578 ) -11.6 %

Total operating profit 1,442 794 648 81.6 %

Net investment income, including realized gains
of $0 and $108 1,375 1,991 (616 ) -30.9 %
Interest Expense (925 ) (51 ) (874 ) 1713.7 %
Equity in loss of joint ventures (1,635 ) (642 ) (993 ) 154.7 %
Gain on remeasurement of investment in real estate
partnership
51,139 —   51,139 0.0 %
Gain on sale of real estate —   8 (8 ) -100.0 %
Income before income taxes 51,396 2,100 49,296 2347.4 %
Provision for income taxes 10,521 601 9,920 1650.6 %

Net income 40,875 1,499 39,376 2626.8 %
Gain (loss) attributable to noncontrolling interest 12,502 (119 ) 12,621 -10605.9 %
Net income attributable to the Company $ 28,373 $ 1,618 $ 26,755 1653.6 %

Net income for the first quarter of 2021 was $28,373,000 or $3.03 per share versus $1,618,000 or $.16 per share in the same period last year. The first quarter of 2021 was impacted by the following items:

Gain of $51.1 million on the remeasurement of investment in The Maren real estate partnership, which is included in Income before income taxes. This gain on remeasurement is mitigated by a $10.3 million provision for deferred income taxes and $13.0 attributable to noncontrolling interest
~~The prior year included $251,000 higher professional fees related to environmental claims on our Anacostia property which were settled late in 2020.~~
~~Corporate expense stock compensation of $202,000 compared to $601,000 in the same period last year due the timing of stock grants.~~
~~Loss on joint ventures increased $993,000. This is primarily due to $248,000 increased loss at the Maren and a $663,000 increased loss at Bryant Street. Included in this loss is:~~

~~$827,000 for our share depreciation and amortization at the Maren which was not in service during the same period last year~~
~~$599,000 loss on phase 1 of Bryant Street due to lease-up efforts on the first building during the quarter.~~

~~Asset Management Segment Results~~

Three months ended March 31
(dollars in thousands) 2021 % 2020 % Change %

Lease revenue $ 712 100.0 % 652 100.0 % 60 9.2 %

Depreciation, depletion and amortization 137 19.2 % 192 29.5 % (55 ) -28.6 %
Operating expenses 139 19.5 % 97 14.9 % 42 43.3 %
Property taxes 38 5.3 % 72 11.0 % (34 ) -47.2 %
Management company indirect 167 23.5 % 114 17.5 % 53 46.5 %
Corporate expense 214 30.1 % 308 47.2 % (94 ) -30.5 %

Cost of operations 695 97.6 % 783 120.1 % (88 ) -11.2 %

Operating profit $ 17 2.4 % (131 ) -20.1 % 148 -113.0 %

Most of the Asset Management Segment was reclassified to discontinued operations leaving two commercial properties as well as Cranberry Run, which we purchased in the first quarter of 2019, and 1801 62^nd Street which joined this segment on April 1 of 2019, but was sold in July 2020. Cranberry Run is a five-building industrial park in Harford County, MD totaling 268,010 square feet of industrial/ flex space and at quarter end was 87.6% leased and occupied. Total revenues in this segment were $712,000, up $60,000 or 9.2%, over the same period last year. Operating profit was $17,000, up $148,000 from an operating loss of ($131,000) in the same quarter last year. This improvement is primarily due to improved leasing and occupancy at Cranberry compared to the same quarter last year.

~~Mining Royalty Lands Segment Results~~

Three months ended March 31
(dollars in thousands) 2021 % 2020 % Change %

Mining lands lease revenue $ 2,315 100.0 % 2,185 100.0 % 130 5.9 %

Depreciation, depletion and amortization 65 2.8 % 38 1.8 % 27 71.1 %
Operating expenses 11 0.5 % 13 0.6 % (2 ) -15.4 %
Property taxes 63 2.7 % 67 3.1 % (4 ) -6.0 %
Management company indirect 82 3.5 % 66 3.0 % 16 24.2 %
Corporate expense 81 3.5 % 97 4.4 % (16 ) -16.5 %

Cost of operations 302 13.0 % 281 12.9 % 21 7.5 %

Operating profit $ 2,013 87.0 % 1,904 87.1 % 109 5.7 %

Total revenues in this segment were $2,315,000 versus $2,185,000 in the same period last year. Total operating profit in this segment was $2,013,000, an increase of $109,000 versus $1,904,000 in the same period last year.

~~Development Segment Results~~

Three months ended March 31
(dollars in thousands) 2021 2020 Change

Lease revenue $ 317 293 24

Depreciation, depletion and amortization 53 54 (1 )
Operating expenses 26 209 (183 )
Property taxes 363 359 4
Management company indirect 261 445 (184 )
Corporate expense 419 712 (293 )

Cost of operations 1,122 1,779 (657 )

Operating loss $ (805 ) (1,486 ) 681

The Development segment is responsible for (i) seeking out and identifying opportunistic purchases of income producing warehouse/office buildings, and (ii) developing our non-income producing properties into income production.

~~With respect to ongoing projects:~~

We are in the PUD entitlement process for our 118-acre tract in Hampstead, Maryland, now known as “Hampstead Overlook.” Hampstead Overlook received Concept Plan approval from the Town of Hampstead for 164 single and 91 town home residential units in February 2020, and the project is currently under Preliminary Plan review with the governing agencies.
Third quarter of 2020 we received permit entitlements for two industrial buildings at Hollander Business Park totaling 145,750 square feet. We have started construction and anticipate shell completion in the third quarter of 2021.
We finished shell building construction in December 2018 on the two office buildings in the first phase of our joint venture with St. John Properties. Shell building construction of the two retail buildings was completed in January 2019. We are now in the process of leasing these four single-story buildings totaling 100,030 square feet of office and retail space. At quarter end, Phase I was 46.9% leased and occupied.
We are the principal capital source of a residential development venture in Baltimore County, Maryland known as “Hyde Park.” We have committed up to $3.5 million in exchange for an interest rate of 10%. Additional proceeds and interest payments above a 20% preferred return on capital determine a split of profits. Entitlements for the development of the property are complete, and a homebuilder is under contract to purchase all the 126 recorded building lots. The first phase of settlement occurred in May 2020, resulting in a $2.67 million principal and interest payment, with subsequent payments of $1.13 million in principal and interest payments in the third quarter of 2020. Currently all principal and $322,605 in accrued interest has been repaid.
We are the principal capital source of a residential development venture in Prince George’s County, Maryland known as “Amber Ridge.” We have committed up to $18.5 million in exchange for an interest rate of 10%. Additional proceeds and interest payments above a 20% preferred return on capital determine a split of profits. Amber Ridge will hold 187 town homes. We are currently pursuing entitlements, mass grading the site, and have two homebuilders under contract to purchase all 187 units upon completion of development infrastructure.
In December 2018, the Company entered into a joint venture agreement with MidAtlantic Realty Partners (MRP) for the development of the first phase of a multifamily, mixed-use development in northeast Washington, DC known as “Bryant Street.” The project is comprised of four buildings, with 487 units and 85,681 net leasable square feet of retail. FRP contributed $32 million in common equity and another $23 million in preferred equity to the joint venture. Construction began in February 2019 and as of the end of the quarter was 94% complete. Bryant Street is currently on time, within budget, and expected to be complete in the fourth quarter of 2021. The Coda, the first of our four buildings at Bryant Street received a temporary certificate of occupancy in December 2020, final was received on April 1, 2021, and leasing efforts are underway. At quarter end, the Coda was 35.71% leased and 20.78% occupied. This project is located in an opportunity zone and has allowed the Company to defer $14.9 million in taxes associated with the sale of our industrial assets.

In December 2019, the Company entered into a joint venture agreement with MRP for the development of a mixed-use project known as “1800 Half Street.” The development is located in the Buzzard Point area of Washington, DC, less than half a mile downriver from Dock 79 and the Maren. It lies directly between our two acres on the Anacostia, currently under lease by Vulcan, and Audi Field, the home stadium of the DC United. The 10-story structure will have 344 apartments and 11,246 square feet of ground floor retail. FRP contributed $37.3 million in common equity. The project is a qualified opportunity zone investment and will defer just over $10 million in taxes associated with the sale of our industrial assets. In June 2020, we closed on a $74 million construction loan. We began construction at the end of August 2020 and expect the building to be complete in the third quarter of 2022. As of the end of the first quarter, the project was 16% complete.
In December 2019, the company entered into two joint ventures in Greenville, SC with a new partner, Woodfield Development. Woodfield specializes in Class-A multi-family, mixed use developments primarily in the Carolinas and DC. Our first joint venture with them is a 200-unit multifamily project known as “Riverside.” FRP contributed $6.2 million in common equity for a 40% ownership interest. Construction began in February 2020 and should be complete in the third quarter of 2021. The second joint venture in Greenville with Woodfield is a 227-unit multifamily development known as “.408 Jackson.” It will have 4,700 square feet of retail and is located across the street from Greenville’s minor league baseball stadium. FRP contributed $9.7 million in common equity for a 40% ownership interest. Construction began in May 2020 and should be complete in the third quarter of 2022. Both projects are qualified opportunity investments and will defer a combined $4.3 million in taxes. At quarter end, Riverside and .408 Jackson are 73% and 37% complete, respectively.
In November 2020, the Company purchased 55 acres in Aberdeen, Maryland adjacent to our Cranberry Run Business Center for $10.5 million. The project is undergoing a 12-month annexation process into the Town of Aberdeen with annexation expected in 2022. Upon annexation, the project will be entitled for industrial development capable of supporting over 625,000 square feet of industrial product. The acquisition was a part of 1031 exchange from the sale proceeds of 1801 62^nd street which deferred $3.8 million in taxable gain. This will expand our land bank and allow the Company to continue its industrial development program after we finish developing our remaining inventory at Hollander Business Park.

~~Stabilized Joint Venture Segment Results~~

Three months ended March 31
(dollars in thousands) 2021 % 2020 % Change %

Lease revenue $ 2,509 100.0 % 2,653 100.0 % (144 ) -5.4 %

Depreciation, depletion and amortization 1,188 47.4 % 1,184 44.6 % 4 0.3 %
Operating expenses 665 26.5 % 606 22.9 % 59 9.7 %
Property taxes 314 12.5 % 239 9.0 % 75 31.4 %
Management company indirect 60 2.4 % 47 1.8 % 13 27.7 %
Corporate expense 65 2.6 % 70 2.6 % (5 ) -7.1 %

Cost of operations 2,292 91.4 % 2,146 80.9 % 146 6.8 %

Operating profit $ 217 8.6 % 507 19.1 % (290 ) -57.2 %

In March 2021, Phase II (The Maren) of the development known as RiverFront on the Anacostia in Washington, D.C., a 250,000-square-foot mixed-use development which supports 264 residential units and 6,937 square feet of retail developed by a joint venture between the Company and MRP, reached stabilization. Stabilization in this case means 90% of the individual apartments had been leased and occupied by third party tenants. Upon reaching stabilization, the Company has, for a period of one year, the exclusive right to (i) cause the joint venture to sell the property or (ii) cause the Company’s and MRP’s percentage interests in the joint venture to be adjusted so as to take into account the contractual payouts assuming a sale at the value of the development at the time of this “Conversion election”.

Reaching stabilization resulted in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company became the primary beneficiary. As such, beginning March 31, 2021, the Company consolidated the assets (at current fair value based on appraisal), liabilities and operating results of the joint venture. At the end of ~~March,~~June, The Maren was ~~92.80%~~94.70% leased and ~~92.04%~~93.93% occupied.Up through the first quarter of this year, accounting for The Maren iswas reflected in Equity in loss of joint ventures on the Consolidated Statements of ~~Income but~~Income. Starting April 1, 2021, all the revenue and expenses will be reflected like Dock 79 in the stabilized joint venture segment.

Total revenues in this segment were $4,822,000, an increase of $2,370,000 versus $2,452,000 in the same period last year. The Maren’s revenue was $2,162,000 and Dock 79 revenues increased $208,000. Total operating loss in this segment was ($1,358,000), a decrease of $1,714,000 versus a profit of $356,000 in the same period last year. The quarter includes $1,868,000 amortization expense of the $4,750,000 fair value of the Maren’s leases-in-place established when we booked this asset as part of the gain on remeasurement upon consolidation of this Joint Venture. Net Operating Income this quarter for ~~periods commencing April 1, 2021.~~this segment was $3,037,000, up $1,383,000 or 83.62% compared to the same quarter last year due to the Maren’s consolidation into this segment.

Dock 79’s average residential occupancy for the quarter was ~~94.68%~~95.69%, and at the end of the quarter, Dock 79’s residential units were 94.10% leased and ~~94.10%~~96.39% occupied. This quarter, ~~60.00%~~61.36% of expiring leases renewed with no increase in rent due to the mandated rent freeze on renewals in DC. Dock 79 is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 66% ownership.

Second quarter distributions from our CS1031 Hickory Creek DST investment were $87,000.

Six Months Operational Highlights

The Maren reached stabilization meaning 90% of the individual apartments had been leased and occupied by third party tenants. This event triggered a change in control and the Company consolidated the assets (at current fair value), liabilities and operating results of the joint venture.
Highest mining royalty revenue total through the first six months in segment’s history

Comparative Results of Operations for the Six months ended June 30, 2021 and 2020

Consolidated Results

(dollars in thousands)	Six Months Ended June 30,
	2021		2020		Change			%
Revenues:
Lease Revenue	$	9,399	$	7,045	$	2,354			33.4	%
Mining lands lease revenue		4,949		4,587		362			7.9	%
Total Revenues		14,348		11,632		2,716			23.3	%

Cost of operations:
Depreciation/Depletion/Amortization		5,831		2,968		2,863			96.5	%
Operating Expenses		2,235		1,706		529			31.0	%
Property Taxes		1,778		1,383		395			28.6	%
Management company indirect		1,392		1,364		28			2.1	%
Corporate Expense		1,829		2,213		(384	)		-17.4	%
Total cost of operations		13,065		9,634		3,431			35.6	%

Total operating profit		1,283		1,998		(715	)		-35.8	%


Net investment income, including realized gains
of $0 and $242		2,423			4,101			(1,678	)	-40.9	%
Interest Expense		(1,371	)		(96	)		(1,275	)	1328.1	%
Equity in loss of joint ventures		(2,753	)		(1,985	)		(768	)	38.7	%
Gain on remeasurement of investment in real estate partnership		51,139			—			51,139		0.0	%
Gain on sale of real estate		805			3,597			(2,792	)	-77.6	%
Income before income taxes		51,526			7,615			43,911		576.6	%
Provision for income taxes		10,370			2,139			8,231		384.8	%

Net income		41,156			5,476			35,680		651.6	%
Gain (loss) attributable to noncontrolling interest		12,701			(291	)		12,992		-4464.6	%
Net income attributable to the Company	$	28,455		$	5,767		$	22,688		393.4	%

Net income attributable to the Company for the first half of 2021 was $28,455,000 or $3.03 per share versus $5,767,000 or $.59 per share in the same period last year. The first half of 2021 was impacted by the following items:

Gain of $51.1 million on the remeasurement of investment in The Maren real estate partnership, which is included in Income before income taxes. This gain on remeasurement is mitigated by a $10.1 million provision for taxes and $14.0 million attributable to noncontrolling interest.
The period includes $1,868,000 amortization expense of the $4,750,000 fair value of the Maren’s leases-in-place established when we booked this asset as part of the gain on remeasurement upon consolidation of this Joint Venture.
Interest income decreased $1,678,000 due to bond maturities and repayment of the Maren preferred equity financing.
Interest expense increased $1,275,000 due to a $900,000 prepayment penalty on the Dock 79 refinancing plus interest on the Maren’s debt partially offset by a lower interest rate on Dock 79.
Gain from sale of real estate decreased $2,792,000. The current quarter included $805,000 for an easement and sale of excess land in the Mining Royalty Lands Segment. The prior year’s quarter included a gain of $3,589,000 from the sale of the three remaining lots at our Lakeside Business Park and our prior Mining Royalty Lands Segment’s Gulf Hammock Property.

Asset Management Segment Results

	Six months ended June 30
(dollars in thousands)	2021			%			2020			%			Change			%

Lease revenue	$	1,300			100.0	%		1,368			100.0	%		(68	)		-5.0	%

Depreciation, depletion and amortization		271			20.8	%		392			28.6	%		(121	)		-30.9	%
Operating expenses		213			16.4	%		193			14.1	%		20			10.4	%
Property taxes		80			6.2	%		48			3.5	%		32			66.7	%
Management company indirect		377			29.0	%		235			17.2	%		142			60.4	%
Corporate expense		502			38.6	%		573			41.9	%		(71	)		-12.4	%

Cost of operations		1,443			111.0	%		1,441			105.3	%		2			0.1	%

Operating loss	$	(143	)		-11.0	%		(73	)		-5.3	%		(70	)		95.9	%

Total revenues in this segment were $1,300,000, down $68,000 or 5.0%, over the same period last year due to the sale of our warehouse 1801 62^nd Street in July 2020 which had $364,000 of revenues in the same period last year. Operating loss was ($143,000), down $70,000 from an operating loss of ($73,000) in the same period last year primarily due to the sale of 1801 62^nd Street. Cranberry Run, which we purchased in the first quarter of 2019, is a five-building industrial park in Harford County, MD totaling 268,010 square feet of industrial/ flex space and at

quarter end was 77.6% leased and 59.7% occupied compared to 71.9% leased at the end of the same period last year. Our other two properties remain substantially leased during both periods, with 34 Loveton 95.1% occupied and Square 664E fully leased through August 2026.

Mining Royalty Lands Segment Results

	Six months ended June 30
(dollars in thousands)	2021		%			2020		%			Change			%

Mining lands lease revenue	$	4,949		100.0	%		4,587		100.0	%		362			7.9	%

Depreciation, depletion and amortization		123		2.5	%		100		2.2	%		23			23.0	%
Operating expenses		23		0.5	%		27		0.6	%		(4	)		-14.8	%
Property taxes		131		2.6	%		132		2.9	%		(1	)		-0.8	%
Management company indirect		178		3.6	%		133		2.9	%		45			33.8	%
Corporate expense		189		3.8	%		181		3.9	%		8			4.4	%

Cost of operations		644		13.0	%		573		12.5	%		71			12.4	%

Operating profit	$	4,305		87.0	%		4,014		87.5	%		291			7.2	%

Total revenues in this segment were $4,949,000 versus $4,587,000 in the same period last year. Total operating profit in this segment was $4,305,000, an increase of $291,000 versus $4,014,000 in the same period last year.

Development Segment Results

	Six months ended June 30
(dollars in thousands)	2021			2020			Change

Lease revenue	$	768			572			196

Depreciation, depletion and amortization		106			107			(1	)
Operating expenses		71			353			(282	)
Property taxes		727			689			38
Management company indirect		661			900			(239	)
Corporate expense		941			1,329			(388	)

Cost of operations		2,506			3,378			(872	)

Operating loss	$	(1,738	)		(2,806	)		1,068

Stabilized Joint Venture Segment Results

		Six months ended June 30
(dollars in thousands)		2021			%			2020		%			Change			%

Lease revenue		$	7,331			100.0	%		5,105		100.0	%		2,226			43.6	%

Depreciation, depletion and amortization			5,331			72.7	%		2,369		46.4	%		2,962			125.0	%
Operating expenses			1,928			26.3	%		1,133		22.2	%		795			70.2	%
Property taxes			840			11.5	%		514		10.1	%		326			63.4	%
Management company indirect			176			2.4	%		96		1.9	%		80			83.3	%
Corporate expense			197			2.7	%		130		2.5	%		67			51.5	%

Cost of operations	��		8,472			115.6	%		4,242		83.1	%		4,230			99.7	%

Operating profit (loss)		$	(1,141	)		-15.6	%		863		16.9	%		(2,004	)		-232.2	%

Total revenues in this segment were $7,331,000, an increase of $2,226,000 versus $5,105,000 in the same period last year. The Maren’s revenue was $2,162,000 and Dock 79 revenues increased $64,000. Total operating loss in this segment was ($1,141,000), a decrease of $2,004,000 versus a profit of $863,000 in the same period last year. The quarter includes $1,868,000 amortization expense of the $4,750,000 fair value of the Maren’s leases-in-place established when we booked this asset as part of the gain on remeasurement upon consolidation of this Joint Venture. Net Operating Income ~~this quarter~~ for this segment was ~~$1,534,000, down $278,000~~$4,571,000, up $1,105,000 or ~~15.34%~~31.88% compared to the same ~~quarter~~period last ~~year. This decrease~~year due to the Maren’s consolidation into this segment.

Dock 79’s average residential occupancy for the first six months of 2021 was 95.18%. Through the first six months of the year, 60.76% of expiring leases renewed with no increase in ~~NOI is~~rent due to the ~~result of decreased traffic to our retail tenants as well the emergency measures that remain~~mandated rent freeze on renewals in ~~place which legally prevent us from raising rent on lease renewals.~~DC. Dock 79 is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 66% ownership.

In March, we completed a refinancing of Dock 79 as well as securing permanent financing for the Maren. This $180 million loan ($92 million for Dock 79, $88 million for The Maren) lowers the interest rate at Dock 79 from 4.125% to 3.03%, defers any principal payments for 12 years for both properties, and repays the $13.75 million in preferred equity along with $2.3 million in accrued interest.

~~In July 2019, the Company completed a like-kind exchange by reinvesting $6,000,000 into a Delaware Statutory Trust (DST) known as~~Distributions from our CS1031 Hickory Creek ~~DST. The~~ DST ~~owns a 294-unit garden-style apartment community known as Hickory Creek consisting~~investment were $171,000 for the first six months of 19 three-story apartment buildings containing 273,940 rentable square feet. Hickory Creek was constructed in 1984 and substantially renovated in 2016 and is located in suburban Richmond, Virginia. The Company is 26.649% beneficial owner and receives monthly distributions. First quarter distributions were $84,000. The project is a qualified 1031 like-kind exchange investment and will defer $790,000 in taxes associated with the ~~sales of 7030 Dorsey Road and 1502 Quarry Drive.~~

year.

Liquidity and Capital Resources. The growth of the Company’s businesses requires significant cash needs to acquire and develop land or operating buildings and to construct new buildings and tenant improvements. As of ~~March 31,~~June 30, 2021, we had ~~$117,377,000~~$138,838,000 of cash and cash equivalents along with ~~$51,171,000~~$32,129,000 of investments available for sale. As of ~~March 31,~~June 30, 2021, we had no debt borrowed under our $20 million Wells Fargo revolver, ~~$448,000~~$506,000 outstanding under letters of credit and ~~$19,552,000~~$19,494,000 available to borrow under the revolver. On March 19, 2021, the Company refinanced Dock 79 and The Maren projects pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity Association of America, LLC. Dock 79 and The Maren borrowed principal ~~sum~~sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing.

Cash Flows - The following table summarizes our cash flows from operating, investing and financing activities for each of the periods presented (in thousands of dollars):

Three months
Ended March 31,
2021 2020
Total cash provided by (used for):
Operating activities $ 3,420 3,983
Investing activities 38,524 (15,488 )
Financing activities 990 (3,727 )
Increase (decrease) in cash and cash equivalents $ 42,934 (15,232 )

Outstanding debt at the beginning of the period 89,964 88,925
Outstanding debt at the end of the period 178,321 88,959

	Six months
	Ended June 30,
	2021		2020
Total cash provided by (used for):
Operating activities	$	10,963		9,110
Investing activities		52,438		7,787
Financing activities		844		(12,762	)
Increase in cash and cash equivalents	$	64,245		4,135

Outstanding debt at the beginning of the period		89,964		88,925
Outstanding debt at the end of the period		178,334		88,993

Operating Activities - Net cash provided by operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$3,420,000~~$10,963,000 versus ~~$3,983,000~~$9,110,000 in the same period last year. The Gain on remeasurement of investment in real estate partnership and related deferred income taxes were both non-cash adjustments to net income to arrive at net cash provided by operating activities.

Investing Activities - Net cash provided by investing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$38,524,000~~$52,438,000 versus ~~net cash used in investing activities of $15,488,000~~$7,787,000 in the same period last year. The ~~$54~~$45 million increase was primarily due to a return of

our preferred equity financing with interest of $16.1 million from The Maren, $24.7 million decrease in purchases of corporate bonds due to lack of attractive investment opportunities, an ~~$11.8~~$9.8 million increase on maturities and sales of our corporate bond portfolio, and $3.7 million for cash on the books of The Maren upon consolidation.

At ~~March 31,~~June 30, 2021 the Company was invested in 2012 corporate bonds with individual maturities over the next 107 months. The unrealized gain on these bonds of ~~$345,000~~$118,000 was recorded as part of comprehensive income and was based on the estimated market value by National Financial Services, LLC (“NFS”) obtained from sources that may include pricing vendors, broker/dealers who clear through NFS and/or other sources (Level 2). The Company recorded a no realized gains or losses on bonds that matured or were sold in 2021.

Financing Activities – Net cash provided by investing activities was ~~$990,000~~$844,000 versus net cash used in financing activities of ~~$3,727,000~~$12,762,000 in the same period last year due primarily due to the refinancing of Dock 79 for $1.4 million more net of debt issuance costs than the amount matured offset by ~~$3.2~~$12.1 million lower repurchases of company stock.

Credit Facilities - On February 6, 2019 the Company entered into a First Amendment to the 2015 Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, N.A. (Wells Fargo”). The Credit Agreement modifies the Company’s prior Credit Agreement with Wells Fargo, dated January 30, 2015. The Credit Agreement establishes a five-year revolving credit facility with a maximum facility amount of $20 million. The interest rate under the Credit Agreement will be a maximum of 1.50% over Daily 1-Month LIBOR, which may be reduced quarterly to 1.25% or 1.0% over Daily 1-Month LIBOR if the Company meets a specified ratio of consolidated total debt to consolidated total capital. A commitment fee of 0.25% per annum is payable quarterly on the unused portion of the commitment but the amount may be reduced to 0.20% or 0.15% if the Company meets a specified ratio of consolidated total debt to consolidated total capital. The credit agreement contains certain conditions and financial covenants, including a minimum tangible net worth and dividend restriction. As of ~~March 31,~~June 30, 2021, these covenants would have limited our ability to pay dividends to a maximum of $228 million combined.

On March 19, 2021, the Company refinanced Dock 79 and The Maren projects pursuant to separate Loan Agreements and Deed of Trust Notes entered into with Teachers Insurance and Annuity Association of America, LLC. Dock 79 and The Maren borrowed principal ~~sum~~sums of $92,070,000 and $88,000,000 respectively, in connection with the refinancing. The loans are separately secured by the Dock 79 and The Maren real property and improvements, bear a fixed interest rate of 3.03% per annum, and require monthly payments of interest only with the principal in full due April 1, 2033. Either loan may be prepaid subsequent to April 1, 2024 subject to yield maintenance premiums. Either loan may be transferred to a qualified buyer as part of a one-time sale subject to a 60% loan to value, minimum of 7.5% debt yield and a 0.75% transfer fee. Effective March 31, 2021 the Company consolidated the assets (at current fair value), liabilities and operating results of our Riverfront Investment Partners II, LLC partnership (The Maren) which was previously accounted for under the equity method. As such the full amount of our mortgage loan was recorded in the consolidated financial statements.

Cash Requirements – The Company currently expects its capital expenditures for the remainder of 2021 to include approximately ~~$31.1~~$26.8 million for real estate including investments in joint ventures, which will be funded mostly out of cash and investments on hand, cash generated from operations and property sales, or borrowings under our credit facilities.

Impact of the COVID-19 Pandemic. The COVID-19 pandemic is having an extraordinary impact on the world

economy and the markets in which we operate. As an essential business, we have continued to operate throughout the pandemic in accordance with White House guidance and orders issued by state and local authorities. We have implemented social distancing and other measures to protect the health of our employees and customers. Our Dock 79 and The Maren properties in Washington, D.C. suffered the principal impacts to our business from the pandemic during 2020 due to our retail tenants being unable to operate at capacity, the lack of attendance at the Washington Nationals baseball park and the rent freeze imposed by the District. It is possible that some of these same conditions may impact our ability to lease retail spaces at Bryant Street. We anticipate that these impacts will continue for at least the ~~first half~~remainder of 2021.

Summary and Outlook. ~~Now~~It is hard to reconcile where we were a ~~full~~ year ~~into life~~ago with the first six months of this year. The fear, angst, and malaise so prevalent at the height of the pandemic and quarantine have given way to a far more normal, new normal, where summer feels like summer, and Americans in ~~a pandemic, we find ourselves equal parts grateful, optimistic, and excited. We~~every part of this country are ~~grateful for the way in which our assets~~back to doing what Americans have ~~responded to the pandemic; optimistic~~always done—work, consume, serve, enjoy. As exciting as ~~the number of those vaccinated continues to increase and a path back~~this return to normalcy is, ~~starting to materialize; and~~we are even more excited for what the future holds for both the assets we have in place and those in our development pipeline.

Royalty revenue this quarter was up ~~5.93%~~9.65% over the same period last ~~year—a quarter last~~ year, ~~that was for the most part operating in a pre-covid environment~~ and ~~also~~royalty revenue through the first ~~quarter of the best revenue year in the segment’s history.~~two quarters was up 7.88%. Revenue for the last twelve months was ~~$9,606,523,~~$9,838,907, an increase of ~~2.26%~~7.37% over the same period last year and an increase of ~~1.37%~~3.81% over calendar year 2020. This is the first time this segment has surpassed ~~$9.5~~$9.75 million in revenue in any twelve-month period and also happens to mark the best second quarter of revenue, the best first ~~quarter~~six months of revenue, and the best twelve months of revenue in the segment’s history.

~~This was a very important quarter for the Stabilized Joint Venture segment.~~ For ~~two~~three straight quarters, Dock 79’s occupancy has been above 94% at the end of the quarter. The last time the building ended three straight quarters with occupancy above 94% was the fourth quarter ~~which is higher than it has been since September~~ of ~~2019.~~2018. As ~~alluded to previously,~~you no doubt recall, the Maren achieved stabilization in ~~March, we completed a refinancing of Dock 79 as well as securing permanent financing for~~ the ~~Maren. This 12-year, interest-only loan will significantly lower our debt service both in terms of interest and by deferring any principal payments for the life~~final month of the ~~loan. In paying off~~first quarter. As a result, this marks the first reporting period with the Maren consolidated on to our ~~preferred equity in The Maren, this loan also returns over $16 million~~books. Because of the increased depreciation and amortization attributable to the Company as a result of consolidating the Maren’s results into our income statement, the impact on net income may in fact be negative for some time, but the positive impact on our NOI and cash flow will be significant. The Maren is 94.7% leased and 93.93% occupied and its retail space is 100% leased with occupancy expected in the ~~form~~fourth quarter of ~~$13.75 million in equity and $2.3 million in accrued interest. Most importantly,~~ this quarter saw the stabilization and subsequent consolidation of The Maren as the joint venture achieved occupancy greater than 90%. Hitting this milestone less than three years after we began construction, and almostyear once build out is complete. It has been over a year since the District put in place the “emergency” measures which have prevented us from raising rents on renewals. This has obviously mitigated our ability to grow NOI at Dock 79. With the Maren now going through its first generation of renewals, it too is feeling the effect of these emergency measures. It is our understanding that these measures are set to expire but not prior to the ~~day after leasing commenced—~~end of the year. Because renewal negotiations take place several weeks in advance, if the emergency measures expire at year end, we will not see any practical effect to ~~say it exceeded our expectations would stretch the definition of understatement. However obvious, it bears repeating that all of these things happened~~ ~~during a pandemic~~, which is a powerful testament to both the product at Riverfront on the Anacostia as well as its location. The fact that baseball has started back up with fans in attendance should only further interest in our properties and bolster revenues for our retail tenants.rent increases until February 2022.

We remain pleased with the current direction of our asset management segment, particularly the industrial assets. As mentioned previously, Cranberry Run is nearly 90% leased and occupied, the highest level of occupancy since we purchased it, and a sizeable increase from its 54% level of occupancy at this time last year. The speed with which we leased up and then sold our building at 1801 62^nd Street last year strengthened our commitment to this shift in our approach to industrial development. We have a build-to-suit and two ~~adjacent~~spec buildings under construction at Hollander and intend to follow a similar course of action. ~~Beyond~~Those three buildings will complete any development at Hollander for the foreseeable future. Because of that, we have bolstered our land bank with the $10.5 million purchase of 55 acres in Aberdeen, Maryland. Once entitled, this property will be capable of supporting over 625,000 square feet of industrial product and will be essential for future industrial development as we finish developing our remaining inventory at Hollander Business Park.

~~This will be a year~~With the consolidation of ~~transition~~the Maren, refinancing both Riverfront projects, and the unprecedented performance of the mining royalties segment, it has been an exciting first six months, to say the least. And yet the second half should prove no less eventful as we look to complete construction on ~~both a micro and macro level for the Company. As we finish construction this year on the remaining buildings at~~ Bryant Street and the first of our two developments in Greenville. Riverside in Greenville begins lease-up in August. The Chase, which is the second building at Bryant Street begins leasing at the same time. The velocity with which the Coda has leased-up (88.31% at quarter end) has only served to heighten our enthusiasm. As the nation and our economy continue to open up, we ~~will transition into a company with a far more substantial multifamily footprint as we as a nation are transitioning beyond COVID. We remain~~have every reason to be optimistic regarding the long-term success of these ~~projects and the Company, because we can afford to remain optimistic.~~projects. Our more than ~~$160~~$170 million in liquidity allows us that ~~luxury.~~luxury of that optimism. We will continue to be opportunistic in repurchasing stock. During ~~the first quarter of~~ 2021, the Company repurchased 6,004 shares at an average cost of $43.95 per share.

Non-GAAP Financial Measure.

To supplement the financial results presented in accordance with GAAP, FRP presents certain non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The non-GAAP financial measure included in this quarterly report is net operating income (NOI). FRP uses this non-GAAP financial measure to analyze its operations and to monitor, assess, and identify meaningful trends in its operating and financial performance. This measure is not, and should not be viewed as, a substitute for GAAP financial measures.

Net Operating Income Reconciliation
Six months ended 06/30/21 (in thousands)
							Stabilized
	Asset						Joint		Mining		Unallocated		FRP
	Management			Development			Venture		Royalties		Corporate		Holdings
	Segment			Segment			Segment		Segment		Expenses		Totals
Net Income (loss)		(123	)		(1,629	)		38,591		3,731		586		41,156
Income Tax Allocation		(46	)		(604	)		9,601		1,383		36		10,370
Income (loss) before income taxes		(169	)		(2,233	)		48,192		5,114		622		51,526

Less:
Gain on remeasurement of real estate investment		—			—			51,139		—		—		51,139
Gain on investment land sold		—			—			—		831		—		831
Unrealized rents		11			—			—		113		—		124
Interest income		—			1,779			—		—		644		2,423
Plus:
Unrealized rents		—			—			8		—		—		8
Loss on sale of land		26			—			—		—		—		26
Equity in loss of Joint Venture		—			2,274			457		22		—		2,753
Interest Expense		—			—			1,349		—		22		1,371
Depreciation/Amortization		271			106			5,331		123		—		5,831
Management Co. Indirect		377			661			176		178		—		1,392
Allocated Corporate Expenses		502			941			197		189		—		1,829

Net Operating Income (loss)		996			(30	)		4,571		4,682		—		10,219

Net Operating Income Reconciliation
Three months ended 03/31/21 (in thousands)
Stabilized
Asset Joint Mining Unallocated FRP
Management Development Venture Royalties Corporate Holdings
Segment Segment Segment Segment Expenses Totals
Net Income (loss) 12 (643 ) 39,775 1,460 271 40,875
Income Tax Allocation 5 (238 ) 10,112 542 100 10,521
Income (loss) before income taxes 17 (881 ) 49,887 2,002 371 51,396

Less:
Gain on remeasurement of real estate investment —   — 51,139 —   — 51,139
Unrealized rents 6 —   —   58 —   64
Interest income —   993 —   —   382 1,375
Plus:
Unrealized rents —   —   4 —   —   4
Equity in loss of Joint Venture —   1,069 555 11 —   1,635
Interest Expense —   —   914 —   11 925
Depreciation/Amortization 137 53 1,188 65 —   1,443
Management Co. Indirect 167 316 60 82 —   625
Allocated Corporate Expenses 214 419 65 81 —   779

Net Operating Income (loss) 529 (17 ) 1,534 2,183 —   4,229

Net Operating Income Reconciliation
Three months ended 03/31/20 (in thousands)
Stabilized
Asset Joint Mining Unallocated FRP
Management Development Venture Royalties Corporate Holdings
Segment Segment Segment Segment Expenses Totals
Net Income (loss) (90 ) (954 ) 370 1,380 793 1,499
Income Tax Allocation (33 ) (354 ) 182 512 294 601
Income (loss) before income taxes (123 ) (1,308 ) 552 1,892 1,087 2,100

Less:
Equity in profit of Joint Ventures —   —   83 —   —   83
Gains on sale of buildings 8 — — —   — 8
Unrealized rents 110 —   —   61 —   171
Interest income —   891 —   —   1,100 1,991
Plus:
Unrealized rents —   —   4 —   —   4
Equity in loss of Joint Venture —   713 —   12 —   725
Interest Expense —   —   38 —   13 51
Depreciation/Amortization 192 54 1,184 38 —   1,468
Management Co. Indirect 114 445 47 66 —   672
Allocated Corporate Expenses 308 712 70 97 —   1,187

Net Operating Income (loss) 373 (275 ) 1,812 2,044 —   3,954

Net Operating Income Reconciliation
Six months ended 06/30/20 (in thousands)
							Stabilized
	Asset						Joint		Mining		Unallocated		FRP
	Management			Development			Venture		Royalties		Corporate		Holdings
	Segment			Segment			Segment		Segment		Expenses		Totals
Income (loss) from continuing operations		(47	)		(739	)		622		4,162		1,478		5,476
Income Tax Allocation		(18	)		(274	)		338		1,543		550		2,139
Income (loss) from continuing operations before income taxes		(65	)		(1,013	)		960		5,705		2,028		7,615

Less:
Equity in profit of Joint Ventures		—			—			168		—		—		168
Gains on sale of buildings		8			1,877			—		1,712		—		3,597
Unrealized rents		114			—			—		121		—		235
Interest income		—			2,048			—		—		2,053		4,101
Plus:
Unrealized rents		—			—			8		—		—		8
Equity in loss of Joint Venture		—			2,132			—		21		—		2,153
Interest Expense		—			—			71		—		25		96
Depreciation/Amortization		392			107			2,369		100		—		2,968
Management Co. Indirect		235			900			96		133		—		1,364
Allocated Corporate Expenses		573			1,329			130		181		—		2,213

Net Operating Income (loss)		1,013			(470	)		3,466		4,307		—		8,316

3534

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Interest Rate Risk - We are exposed to the impact of interest rate changes through our variable-rate borrowings under our Credit Agreement with Wells Fargo.

Under the Wells Fargo Credit Agreement, the applicable margin for borrowings at ~~March 31,~~June 30, 2021 was Daily 1-Month LIBOR plus 1.0%. The applicable margin for such borrowings will be increased in the event that our debt to capitalization ratio as calculated under the Wells Fargo Credit Agreement Facility exceeds a target level.

The Company did not have any variable rate debt at ~~March 31,~~June 30, 2021, so a sensitivity analysis was not performed to determine the impact of hypothetical changes in interest rates on the Company’s results of operations and cash flows.

ITEM 4. CONTROLS AND PROCEDURES

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

The Company also maintains a system of internal accounting controls over financial reporting that are designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

All control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving the desired control objectives.

As of ~~March 31,~~June 30, 2021, the Company, under the supervision and with the participation of the Company's management, including the CEO, CFO and CAO, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on this evaluation, the Company’s CEO, CFO and CAO concluded that the Company's disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be included in periodic SEC filings.

There have been no changes in the Company’s internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

~~Item 1. LEGAL PROCEEDINGS.~~

Through its joint venture with MRP Realty, the Company is redeveloping the property located at 680 Rhode Island Avenue N.E. in Washington, D.C. In connection with the redevelopment, the Company discovered and removed three underground storage tanks. Post-excavation sampling of the sidewall and soil was conducted to investigate the potential extent of contamination. The sidewall sampling detected the presence of some petroleum-related

~~contaminants, only two of which (ethylbenzene and naphthalene) were detected at concentrations that exceeded applicable regulatory limits in a limited area of the sidewall.~~

The Company previously disclosed that on March 20, 2020, the Department of Energy and the Environment (“DOEE”) issued a Comprehensive Site Assessment Directive Letter dated March 20, 2020 (the “Directive”). The Directive indicated that DOEE’s Underground Storage Tank Branch had opened a Leaking Underground Storage Tank case relating to the former tanks, and directed preparation of a Work Plan and CSA report “to delineate the extent of both groundwater and soil contamination.” Notably, the Directive indicated that whether a Corrective Action Plan would be needed would be determined following DOEE’s review of the CSA report. The DOEE subsequently reviewed our CSA report and issued a No Further Action Letter on March 15, 2021.

Item 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

The following risk factor set forth below is in addition to the risk factors discussed under Part I, Item 1A (Risk Factors) of the Company’s most recent annual report on Form 10-K.

A decline in the economic conditions or demand in our key markets could adversely affect our business.

A predominance of our commercial and residential/mixed use properties are located in Washington, D.C. and a select number of other geographic markets. We are, therefore, subject to increased exposure to economic demand and other competitive factors specific to these markets. While the Washington, D.C. market remains strong, there has been an uptick in crime in this metropolitan area. An economic downturn or reduction in demand in Washington or these other geographic markets could adversely affect our operation. We cannot be sure that these markets will continue to grow or demand this type of assets in our portfolio.

Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER

(c)
Total
Number of
Shares (d)
Purchased Approximate
(a) As Part of Dollar Value of
Total (b) Publicly Shares that May
Number of Average Announced Yet Be Purchased
Shares Price Paid Plans or Under the Plans
Period Purchased per Share Programs or Programs (1)
January 1
Through
January 31 2,169 $ 44.38 2,169 $ 9,531,000

February 1
Through
February 28 3,835 $ 43.70 3,835 $ 9,363,000

March 1
Through
March 31 — $ — — $ 9,363,000

Total 6,004 $ 43.95 6,004

						(c)
						Total
						Number of
						Shares		(d)
						Purchased		Approximate
		(a)				As Part of		Dollar Value of
		Total		(b)		Publicly		Shares that May
		Number of		Average		Announced		Yet Be Purchased
		Shares		Price Paid		Plans or		Under the Plans
Period		Purchased		per Share		Programs		or Programs (1)
	April 1 through April 30		—	$	—		—	$	9,363,000

	May 1 through May 31		—	$	—		—	$	9,363,000

	June 1 through June 30		—	$	—		—	$	9,363,000

	Total		—	$	—		—

(1)

On February 4, 2015, the Board of Directors authorized management to expend up to $5,000,000 to repurchase shares of the Company’s common stock from time to time as opportunities arise. On December 5, 2018, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On August 5, 2019, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On May 6, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. On August 26, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization.

Item 6. EXHIBITS

(a)

Exhibits. The response to this item is submitted as a separate Section entitled "Exhibit Index", on page ~~39.~~38.

3736

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

		FRP Holdings, Inc.


Date: ~~May 12,~~August 16, 2021	By	JOHN D. BAKER II
		John D. Baker II
		Chief Executive Officer
		(Principal Executive Officer)


	By	JOHN D. BAKER III
		John D. Baker III.
		Treasurer and Chief Financial Officer
		(Principal Financial Officer)


	By	JOHN D. KLOPFENSTEIN
		John D. Klopfenstein
		Controller and Chief Accounting
		Officer (Principal Accounting Officer)

3837

FRP HOLDINGS, INC.

FORM 10-Q FOR THE THREE MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021

EXHIBIT INDEX

(31)(a)	Certification of John D. Baker IIII..
(31)(b)	Certification of John D. Baker III.
(31)(c)	Certification of John D. Klopfenstein.
(32)	Certification of Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

~~101.INS~~101.XSD	~~XBRL Instance Document~~
~~101.XSD~~	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

3938

	March 31		December 31
Assets:	2021		2020
Real estate investments at cost:
Land	$	121,074		91,744
Buildings and improvements		255,429		141,241
Projects under construction		8,352		4,879
Total investments in properties		384,855		237,864
Less accumulated depreciation and depletion		39,528		34,724
Net investments in properties		345,327		203,140

Real estate held for investment, at cost		9,309		9,151
Investments in joint ventures		143,900		167,071
Net real estate investments		498,536		379,362

Cash and cash equivalents		116,843		73,909
Cash held in escrow		534		196
Accounts receivable, net		1,531		923
Investments available for sale at fair value		51,171		75,609
Federal and state income taxes receivable		4,509		4,621
Unrealized rents		532		531
Deferred costs		5,866		707
Other assets		509		502
Total assets	$	680,031		536,360

Liabilities:
Secured notes payable	$	178,321		89,964
Accounts payable and accrued liabilities		3,478		3,635
Other liabilities		1,886		1,886
Deferred revenue		527		542
Deferred income taxes		66,420		56,106
Deferred compensation		1,244		1,242
Tenant security deposits		520		332
Total liabilities		252,396		153,707

Commitments and contingencies

Equity:
Common stock, $.10 par value 25,000,000 shares authorized, 9,387,823 and 9,363,717 shares issued and outstanding, respectively		939		936
Capital in excess of par value		56,474		56,279
Retained earnings		337,910		309,764
Accumulated other comprehensive income, net		433		675
Total shareholders’ equity		395,756		367,654
Noncontrolling interest MRP		31,879		14,999
Total equity		427,635		382,653
Total liabilities and shareholders’ equity	$	680,031		536,360


		Three Months Ended March 31, 2021
												Accumulated			Total
						Capital in						Other Comp-			Share			Non-
	Common Stock					Excess of			Retained			rehensive			holders’			Controlling			Total
	Shares			Amount		Par Value			Earnings			Income, net			Equity			Interest			Equity
Balance at December 31, 2020		9,363,717		$	936	$	56,279		$	309,764		$	675		$	367,654		$	14,999		$	382,653

Stock option grant compensation							17									17						17
Restricted stock compensation							135									135						135
Shares granted to Employees		1,098					50									50						50
Restricted stock award		27,778			3		(3	)								—						—
Exercise of stock options		1,234					33									33						33
Shares purchased and cancelled		(6,004	)				(37	)		(227	)					(264	)					(264	)
Contributions from partners																			4,548			4,548
Net income										28,373						28,373			12,502			40,875
Distributions to partners																			(170	)		(170	)
Unrealized loss on investment, net													(242	)		(242	)					(242	)

Balance at March 31, 2021		9,387,823		$	939	$	56,474		$	337,910		$	433		$	395,756		$	31,879		$	427,635


		Three Months Ended March 31, 2020
													Accumulated			Total
							Capital in						Other Comp-			Share			Non-
	Common Stock						Excess of			Retained			Rehensive			holders’			Controlling			Total
	Shares			Amount			Par Value			Earnings			Income, net			Equity			Interest			Equity
Balance at December 31, 2019		9,817,429		$	982		$	57,705		$	315,278		$	923		$	374,888		$	16,757		$	391,645

Stock option grant compensation								24									24						24
Restricted stock compensation								47									47						47
Shares granted to Employees		11,448			1			529									530						530
Restricted stock award		20,520			2			(2	)								—						—
Shares purchased and cancelled		(82,491	)		(8	)		(485	)		(2,928	)					(3,421	)					(3,421	)
Net income											1,618						1,618			(119	)		1,499
Distributions to partners																				(306	)		(306	)
Unrealized loss on investment, net														(1,126	)		(1,126	)					(1,126	)

Balance at March 31, 2020		9,766,906		$	977		$	57,818		$	313,968		$	(203	)	$	372,560		$	16,332		$	388,892


Secured notes payable	$	0	93,798	29,303	0	9,789	$	132,890
Other liabilities		0	16,180	219	4,206	7,396		28,001
Capital - FRP		0	58,139	4,783	37,482	15,963		116,367
Capital – Third Parties		0	19,392	13,164	17,317	23,944		73,817
Total Liabilities and Capital	$	0	187,509	47,469	59,005	57,092	$	351,075

(dollars in thousands)		Three Months Ended March 31,
	2021				2020			Change			%
Revenues:
Lease Revenue	$		3,538		$	3,598		$	(60	)		-1.7	%
Mining lands lease revenue			2,315			2,185			130			5.9	%
Total Revenues			5,853			5,783			70			1.2	%

Cost of operations:
Depreciation/Depletion/Amortization			1,443			1,468			(25	)		-1.7	%
Operating Expenses			841			925			(84	)		-9.1	%
Property Taxes			778			737			41			5.6	%
Management company indirect			570			672			(102	)		-15.2	%
Corporate Expense			779			1,187			(408	)		-34.4	%
Total cost of operations			4,411			4,989			(578	)		-11.6	%

Total operating profit			1,442			794			648			81.6	%

Net investment income, including realized gains
of $0 and $108			1,375			1,991			(616	)		-30.9	%
Interest Expense			(925	)		(51	)		(874	)		1713.7	%
Equity in loss of joint ventures			(1,635	)		(642	)		(993	)		154.7	%
Gain on remeasurement of investment in real estate partnership			51,139			—			51,139			0.0	%
Gain on sale of real estate			—			8			(8	)		-100.0	%
Income before income taxes			51,396			2,100			49,296			2347.4	%
Provision for income taxes			10,521			601			9,920			1650.6	%

Net income			40,875			1,499			39,376			2626.8	%
Gain (loss) attributable to noncontrolling interest			12,502			(119	)		12,621			-10605.9	%
Net income attributable to the Company	$		28,373		$	1,618		$	26,755			1653.6	%

	Three months ended March 31
(dollars in thousands)	2021		%			2020			%			Change			%

Lease revenue	$	712		100.0	%		652			100.0	%		60			9.2	%

Depreciation, depletion and amortization		137		19.2	%		192			29.5	%		(55	)		-28.6	%
Operating expenses		139		19.5	%		97			14.9	%		42			43.3	%
Property taxes		38		5.3	%		72			11.0	%		(34	)		-47.2	%
Management company indirect		167		23.5	%		114			17.5	%		53			46.5	%
Corporate expense		214		30.1	%		308			47.2	%		(94	)		-30.5	%

Cost of operations		695		97.6	%		783			120.1	%		(88	)		-11.2	%

Operating profit	$	17		2.4	%		(131	)		-20.1	%		148			-113.0	%

	Three months
	Ended March 31,
	2021		2020
Total cash provided by (used for):
Operating activities	$	3,420		3,983
Investing activities		38,524		(15,488	)
Financing activities		990		(3,727	)
Increase (decrease) in cash and cash equivalents	$	42,934		(15,232	)

Outstanding debt at the beginning of the period		89,964		88,925
Outstanding debt at the end of the period		178,321		88,959

Net Operating Income Reconciliation
Three months ended 03/31/21 (in thousands)
						Stabilized
	Asset					Joint		Mining		Unallocated		FRP
	Management		Development			Venture		Royalties		Corporate		Holdings
	Segment		Segment			Segment		Segment		Expenses		Totals
Net Income (loss)		12		(643	)		39,775		1,460		271		40,875
Income Tax Allocation		5		(238	)		10,112		542		100		10,521
Income (loss) before income taxes		17		(881	)		49,887		2,002		371		51,396

Less:
Gain on remeasurement of real estate investment		—		—			51,139		—		—		51,139
Unrealized rents		6		—			—		58		—		64
Interest income		—		993			—		—		382		1,375
Plus:
Unrealized rents		—		—			4		—		—		4
Equity in loss of Joint Venture		—		1,069			555		11		—		1,635
Interest Expense		—		—			914		—		11		925
Depreciation/Amortization		137		53			1,188		65		—		1,443
Management Co. Indirect		167		316			60		82		—		625
Allocated Corporate Expenses		214		419			65		81		—		779

Net Operating Income (loss)		529		(17	)		1,534		2,183		—		4,229

Net Operating Income Reconciliation
Three months ended 03/31/20 (in thousands)
							Stabilized
	Asset						Joint		Mining		Unallocated		FRP
	Management			Development			Venture		Royalties		Corporate		Holdings
	Segment			Segment			Segment		Segment		Expenses		Totals
Net Income (loss)		(90	)		(954	)		370		1,380		793		1,499
Income Tax Allocation		(33	)		(354	)		182		512		294		601
Income (loss) before income taxes		(123	)		(1,308	)		552		1,892		1,087		2,100

Less:
Equity in profit of Joint Ventures		—			—			83		—		—		83
Gains on sale of buildings		8			—			—		—		—		8
Unrealized rents		110			—			—		61		—		171
Interest income		—			891			—		—		1,100		1,991
Plus:
Unrealized rents		—			—			4		—		—		4
Equity in loss of Joint Venture		—			713			—		12		—		725
Interest Expense		—			—			38		—		13		51
Depreciation/Amortization		192			54			1,184		38		—		1,468
Management Co. Indirect		114			445			47		66		—		672
Allocated Corporate Expenses		308			712			70		97		—		1,187

Net Operating Income (loss)		373			(275	)		1,812		2,044		—		3,954