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 ~~June 30, 2021~~March 31, 2022

[_]

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

(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]
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 ~~August 11, 2021~~May 10, 2022
	Common Stock, $.10 par value per share				~~9,411,028~~9,431,994 shares

FRP HOLDINGS, INC.

FORM 10-Q

QUARTER ENDED ~~JUNE 30, 2021~~MARCH 31, 2022

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	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risks	3532

Item 4.	Controls and Procedures	3532

	Part II. Other Information

Item 1A.	Risk Factors	3532

Item 2.	Purchase of Equity Securities by the Issuer	3632

Item 6.	Exhibits	3633

Signatures		3734

Exhibit 31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	3936

Exhibit 32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	4239

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,~~“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 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)


	June 30, 2021		December 31, 2020		March 31, 2022			December 31, 2021
Assets:
Real estate investments at cost:
Land	$	121,057		91,744	$	123,400			123,397
Buildings and improvements		255,646		141,241		266,642			265,278
Projects under construction		11,378		4,879		10,821			8,668
Total investments in properties		388,081		237,864		400,863			397,343
Less accumulated depreciation and depletion		41,971		34,724		49,240			46,678
Net investments in properties		346,110		203,140		351,623			350,665

Real estate held for investment, at cost		9,429		9,151		9,829			9,722
Investments in joint ventures		144,938		167,071		143,005			145,443
Net real estate investments		500,477		379,362		504,457			505,830

Cash and cash equivalents		138,154		73,909		164,523			161,521
Cash held in escrow		684		196		548			752
Accounts receivable, net		1,076		923		1,105			793
Investments available for sale at fair value		32,129		75,609		0			4,317
Federal and state income taxes receivable		3,681		4,621		767			1,103
Unrealized rents		445		531		720			620
Deferred costs		4,092		707		2,212			2,726
Other assets		514		502		535			528
Total assets	$	681,252		536,360	$	674,867			678,190

Liabilities:
Secured notes payable	$	178,334		89,964	$	178,446			178,409
Accounts payable and accrued liabilities		4,976		3,635		3,810			6,137
Other liabilities		1,886		1,886		1,886			1,886
Deferred revenue		461		542		324			369
Deferred income taxes		65,379		56,106		64,047			64,047
Deferred compensation		1,245		1,242		1,305			1,302
Tenant security deposits		686		332		819			790
Total liabilities		252,967		153,707		250,637			252,940

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
Common stock, $.10 par value 25,000,000 shares authorized, 9,431,994 and 9,411,028 shares issued and outstanding, respectively						943			941
Capital in excess of par value		57,360		56,279		57,812			57,617
Retained earnings		337,992		309,764		338,424			337,752
Accumulated other comprehensive income, net		268		675
Accumulated other comprehensive income (loss), net						(737	)		113
Total shareholders’ equity		396,561		367,654		396,442			396,423
Noncontrolling interest MRP		31,724		14,999		27,788			28,827
Total equity		428,285		382,653		424,230			425,250
Total liabilities and shareholders’ equity	$	681,252		536,360
Total liabilities and equity					$	674,867			678,190

See accompanying notes.

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts)

(Unaudited)


	THREE MONTHS ENDED						SIX MONTHS ENDED						THREE MONTHS ENDED
	JUNE 30,						JUNE 30,						MARCH 31,
	2021			2020			2021			2020			2022			2021
Revenues:
Lease revenue	$	5,861			3,447			9,399			7,045		$	6,282			3,538
Mining lands lease revenue		2,634			2,402			4,949			4,587			2,425			2,315
Total Revenues		8,495			5,849			14,348			11,632
Total revenues														8,707			5,853

Cost of operations:
Depreciation, depletion and amortization		4,388			1,500			5,831			2,968			2,898			1,443
Operating expenses		1,394			781			2,235			1,706			1,808			841
Property taxes		1,000			646			1,778			1,383			1,028			778
Management company indirect		822			692			1,392			1,364			774			570
Corporate expenses		1,050			1,026			1,829			2,213			835			779
Total cost of operations		8,654			4,645			13,065			9,634			7,343			4,411

Total operating profit (loss)		(159	)		1,204			1,283			1,998
Total operating profit														1,364			1,442

Net investment income, including realized gains of $0, $134, $0 and $242, respectively		1,048			2,110			2,423			4,101
Net investment income														898			1,375
Interest expense		(446	)		(45	)		(1,371	)		(96	)		(738	)		(925	)
Equity in loss of joint ventures		(1,118	)		(1,343	)		(2,753	)		(1,985	)		(1,604	)		(1,635	)
Gain on remeasurement of investment in real estate partnership		0			0			51,139			0			0			51,139
Gain on sale of real estate		805			3,589			805			3,597			733			0

Income before income taxes		130			5,515			51,526			7,615			653			51,396
Provision for (benefit from) income taxes		(151	)		1,538			10,370			2,139
Provision for income taxes														249			10,521

Net income		281			3,977			41,156			5,476			404			40,875
Gain (loss) attributable to noncontrolling interest		199			(172	)		12,701			(291	)		(268	)		12,502
Net income attributable to the Company	$	82			4,149			28,455			5,767		$	672			28,373

Earnings per common share:
Net income attributable to the Company-
Basic	$	0.01			0.43			3.04			0.59		$	0.07			3.04
Diluted	$	0.01			0.43			3.03			0.59		$	0.07			3.03

Number of shares (in thousands) used in computing:
-basic earnings per common share		9,353			9,620			9,347			9,712			9,366			9,341
-diluted earnings per common share		9,390			9,649			9,385			9,744			9,417			9,376

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,
	2022			2021
Net income	$	404			40,875
Other comprehensive income net of tax:
Unrealized loss on investments available for sale, net of income tax effect of $(315) and $(90)		(850	)		(242	)
Comprehensive income (loss)	$	(446	)		40,633

Less comp. income (loss) attributable to noncontrolling interest		(268	)		12,502

Comprehensive income (loss) attributable to the Company	$	(178	)		28,131

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

~~SIX~~THREE MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2022 AND 2021 ~~AND 2020~~

(In thousands) (Unaudited)

	2021			2020			2022			2021
Cash flows from operating activities:
Net income	$	41,156			5,476		$	404			40,875
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Depreciation, depletion and amortization		5,951			3,084			2,961			1,502
Deferred income taxes		9,273			101			0			10,314
Equity in loss of joint ventures		2,753			1,985			1,604			1,635
Gain on remeasurement of invest in real estate partnership		(51,139	)		0			0			(51,139	)
Gain on sale of equipment and property		(835	)		(3,611	)		(733	)		0
Stock-based compensation		854			1,171			197			202
Realized gain on available for sale investments		0			(242	)
Net changes in operating assets and liabilities:
Accounts receivable		554			(777	)		(312	)		99
Deferred costs and other assets		280			28			(803	)		243
Accounts payable and accrued liabilities		819			(439	)		(2,372	)		(613	)
Income taxes payable and receivable		940			2,147			336			112
Other long-term liabilities		357			187			32			190
Net cash provided by operating activities		10,963			9,110			1,314			3,420

Cash flows from investing activities:
Investments in properties		(6,845	)		(1,167	)		(3,636	)		(3,387	)
Investments in joint ventures		(4,768	)		(2,107	)		(2,394	)		(1,918	)
Return of capital from investments in joint ventures		17,119			792			3,227			16,426
Purchases of investments available for sale		0			(24,748	)
Proceeds from sales of investments available for sale		42,502			32,703			4,317			23,701
Cash at consolidation of real estate partnership		3,704			0			0			3,704
Proceeds from the sale of assets		878			5,867			741			0
Cash held in escrow		(152	)		(3,553	)		204			(2	)
Net cash provided by investing activities		52,438			7,787			2,459			38,524

Cash flows from financing activities:
Proceeds from long-term debt		92,070			0			0			92,070
Repayment of long-term debt		(90,000	)		0			0			(90,000	)
Debt issue costs		(704	)		0			0			(679	)
Distribution to noncontrolling interest		(527	)		(408	)		(771	)		(170	)
Repurchase of company stock		(264	)		(12,354	)		0			(264	)
Exercise of employee stock options		269			0			0			33
Net cash provided by (used in) financing activities		844			(12,762	)
Net cash (used in) provided by financing activities								(771	)		990

Net increase in cash and cash equivalents		64,245			4,135			3,002			42,934
Cash and cash equivalents at beginning of year		73,909			26,607			161,521			73,909
Cash and cash equivalents at end of the period	$	138,154			30,742		$	164,523			116,843

Supplemental disclosure of cash flow information:
Cash paid (received) during the period for:
Interest								736			925
Income taxes								(401	)		6

See accompanying notes.

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

~~SIX~~THREE MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2022 AND 2021 ~~AND 2020~~

(In thousands, except share amounts) (Unaudited)


													Accumulated			Total																				Accumulated
							Capital in						Other Comp-			Share			Non-																	Other Comp-			Total
	Common Stock						Excess of			Retained			rehensive			holders’			Controlling			Total								Capital in						rehensive			Share			Non-
	Shares			Amount			Par Value			Earnings			Income, net			Equity			Interest			Equity			Common Stock					Excess of			Retained			Income			holders’			Controlling			Total
																									Shares			Amount		Par Value			Earnings			(loss), 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
Balance at January 1, 2022																										9,411,028		$	941	$	57,617		$	337,752		$	113		$	396,423		$	28,827		$	425,250

Stock option grant compensation		—			0			35			0			0			35			0			35			—			0		17			0			0			17			0			17
Restricted stock compensation		—			0			269			0			0			269			0			269			—			0		130			0			0			130			0			130
Shares granted to Employees		1,098			0			50			0			0			50			0			50			865			0		50			0			0			50			0			50
Restricted stock award		27,778			3			(3	)		0			0			0			0			0			21,464			2		(2	)		0			0			0			0			0
Shares granted to Directors		9,105			1			499			0			0			500			0			500
Forfeiture of restricted stock award																										(1,363	)		0		0			0			0			0			0			0
Net income																										—			0		0			672			0			672			(268	)		404
Distributions to partners																										—			0		0			0			0			0			(771	)		(771	)
Unrealized loss on investment, net																										—			0		0			0			(850	)		(850	)		0			(850	)
Balance at March 31, 2022																										9,431,994		$	943	$	57,812		$	338,424		$	(737	)	$	396,442		$	27,788		$	424,230

Balance at January 1, 2021																										9,363,717		$	936	$	56,279		$	309,764		$	675		$	367,654		$	14,999		$	382,653

Stock option grant compensation																										—			0		17			0			0			17			0			17
Restricted stock compensation																										—			0		135			0			0			135			0			135
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
Exercise of stock options		15,334			1			268			0			0			269			0			269			1,234			0		33			0			0			33			0			33
Shares purchased and cancelled		(6,004	)		0			(37	)		(227	)		0			(264	)		0			(264	)		(6,004	)		0		(37	)		(227	)		0			(264	)		0			(264	)
Contributions from partners		—			0			0			0			0			0			4,551			4,551			—			0		0			0			0			0			4,548			4,548
Net income		—			0			0			28,455			0			28,455			12,701			41,156			—			0		0			28,373			0			28,373			12,502			40,875
Distributions to partners		—			0			0			0			0			0			(527	)		(527	)		—			0		0			0			0			0			(170	)		(170	)
Unrealized loss on investment, net		—			0			0			0			(407	)		(407	)		0			(407	)		—			0		0			0			(242	)		(242	)		0			(242	)
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
Balance at March 31, 2021																										9,387,823		$	939	$	56,474		$	337,910		$	433		$	395,756		$	31,879		$	427,635

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE 30, 2021~~MARCH 31, 2022

(Unaudited)

(1) Description of Business and Basis of 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 Investment Partners I, LLC, and commencing March 31, 2021 also Riverfront Investment Partners II, LLC (See Note 12). Our investment in the Brooksville joint venture, BC FRP Realty joint venture, 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 Investment Partners I, LLC and 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 ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021.~~2022. 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.~~

2021.

(2) Recently Issued Accounting Standards.

None.

(3) Business Segments.

The Company is reporting its financial performance based on 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 2 commercial properties and 1 recent industrial acquisition, Cranberry Run Business Park, 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. During the fourth quarter of 2021 we completed construction on 2 buildings in our Hollander Business Park.

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 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 for the periods up to March 31, 2021 but ~~will be~~is 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 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


		Three Months ended
		March 31,
		2022			2021
	Revenues:
Revenues	Asset management	$	839			712
Revenues	Mining royalty lands		2,425			2,315
Revenues	Development		383			317
Revenues	Stabilized Joint Venture		5,060			2,509
Revenues			8,707			5,853

	Operating profit (loss):
	Before corporate expenses:
Operating profit before corporate expenses	Asset management	$	292			231
Operating profit before corporate expenses	Mining royalty lands		2,183			2,094
Operating profit before corporate expenses	Development		(718	)		(386	)
Operating profit before corporate expenses	Stabilized Joint Venture		442			282
Operating profit before corporate expenses	Operating profit before corporate expenses		2,199			2,221
	Corporate expenses:
Corporate expenses	Allocated to asset management		(144	)		(214	)
Corporate expenses	Allocated to mining royalty lands		(94	)		(81	)
Corporate expenses	Allocated to development		(521	)		(419	)
Corporate expenses	Allocated to Stabilized Joint Venture		(76	)		(65	)
Corporate expenses	Total corporate expenses		(835	)		(779	)
Operating profit		$	1,364			1,442

Interest expense	Interest expense	$	738			925

	Depreciation, depletion and amortization:
Depreciation, depletion and amortization	Asset management	$	234			137
Depreciation, depletion and amortization	Mining royalty lands		55			65
Depreciation, depletion and amortization	Development		45			53
Depreciation, depletion and amortization	Stabilized Joint Venture		2,564			1,188

Depreciation, depletion and amortization		$	2,898	1,443
	Capital expenditures:
Capital expenditures	Asset management	$	450	79
Capital expenditures	Mining royalty lands		91	0
Capital expenditures	Development		2,953	3,299
Capital expenditures	Stabilized Joint Venture		142	9
Capital expenditures		$	3,636	3,387

Identifiable net assets

		June 31,		December 31,				March 31,	December 31,
	Identifiable net assets	2021		2020		Identifiable net assets		2022	2021

Assets	Asset management	$	10,939		11,172	Asset management	$	24,339	23,897
Assets	Mining royalty lands		37,338		37,387	Mining royalty lands		37,840	37,627
Assets	Development		180,264		196,212	Development		176,887	176,386
Assets	Stabilized Joint Venture		270,459		130,472	Stabilized Joint Venture		263,586	266,429
Investments available for sale	Investments available for sale at fair value		32,129		75,609	Investments available for sale at fair value		0	4,317
Cash	Cash items		138,838		74,105	Cash items		165,071	162,273
Assets	Unallocated corporate assets		11,285		11,403	Unallocated corporate assets		7,144	7,261
Assets		$	681,252		536,360		$	674,867	678,190

(4) Related Party Transactions.

The Company is a party to ~~a Transition~~an Administrative Services Agreement which resulted from our January 30, 2015 spin-off of Patriot Transportation Holding, Inc. (Patriot). The ~~Transition~~Administrative 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.~~2022.

The consolidated statements of income reflect charges and/or allocation from Patriot for these services of $~~256,000~~223,000 and $~~290,000~~256,000 for the three months ended ~~June 30,~~March 31, 2022 and 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~~Administrative 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.

The Company’s Outstanding ~~Debt~~debt, net of unamortized debt issuance costs, consisted of the following (in thousands):

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

	March 31,			December 31,
	2022			2021
Fixed rate mortgage loans, 3.03% interest only, matures 4/1/2033	$	180,070			180,070
Unamortized debt issuance costs		(1,624	)		(1,661	)
Credit agreement		0			0
Long term debt	$	178,446			178,409

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 revolving credit facility with a maximum facility amount of $20 million ~~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 debt to consolidated total capital, as defined which excludes FRP Riverfront. 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, affirmative financial covenants and negative covenants. As of ~~June 30, 2021,~~March 31, 2022, there was 0 debt outstanding on this revolver, $506,000 outstanding under letters of credit and $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% and applicable interest rate would have been ~~1.10025~~1.45514% on ~~June 30, 2021.~~March 31, 2022. The credit agreement contains certain conditions and financial covenants, including a minimum tangible net worth and dividend restriction. As of ~~June 30, 2021,~~March 31, 2022, these covenants would have limited our ability to pay dividends to a maximum of $~~228~~246 million ~~million~~ combined.

On November 17, 2017, Dock 79 borrowed a principal sum of $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% per annum and had a term of 120 months. The loan was paid in full on March 19, 2021. A prepayment penalty of $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 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.

Debt cost amortization of $~~38,000~~ 37,000and $~~76,000~~38,000 was recorded during the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and March 31, 2021, respectively. During the three months ended ~~June 30,~~March 31, 2022 and March 31, 2021 ~~and June 30, 2020~~ the Company capitalized interest costs of $~~966,000~~674,000 and $~~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~~928,000, respectively.

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

March 31, 2022.

(6) Earnings per Share.

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

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 $ 82 4,149 28,455 5,767

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


	Three Months ended
	March 31,
	2022		2021

Weighted average common shares outstanding during the period – shares used for basic earnings per common share		9,366		9,341

Common shares issuable under share based payment plans which are potentially dilutive		51		35

Common shares used for diluted earnings per common share		9,417		9,376


Net income attributable to the Company	$	672	28,373

Earnings per common share:
-basic	$	.07	3.04
-diluted	$	.07	3.03

For the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, ~~6,680~~ ~~and~~ ~~19,950~~51,083 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 ~~June 30, 2020,~~March 31, 2021, ~~74,065~~ ~~and~~ ~~53,545~~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.

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

(7) Stock-Based Compensation Plans.

The Company has 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 0 dividend yield, expected volatility between 29% and 41%, risk-free interest rate of 1.0% to 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 2022, 7,448 shares of restricted stock were granted to employees that will vest over the next four years. In January 2022, 14,016 shares of restricted stock were granted to employees as part of a long-term incentive plan that will vest over the next five years. In January 2021, 8,896 shares of restricted stock were granted to employees that will vest over the next four 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. 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. The number of common shares available for future issuance was ~~397,713~~377,650 at ~~June 30, 2021.~~March 31, 2022. In March ~~2021~~2022 and March ~~2020,~~2021, ~~1,098~~865 and ~~11,448~~1,098 shares of stock, respectively, were granted to employees rather than stock options as in prior years.

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

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


	Three Months ended
	March 31,
	2022		2021
Stock option grants	$	17		17
Restricted stock awards		130		135
Employee stock grant		50		50
Annual director stock award		0		0
Stock compensation	$	197		202

A 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 (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

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

Outstanding at January 1, 2022		104,755	$	37.93	4.8	$	1,416

Outstanding at March 31, 2022		104,755	$	37.93	4.6	$	1,416

Exercisable at March 31, 2022		96,586	$	37.26	4.4	$	1,281

Vested during three months ended March 31, 2022		0				$	0

The aggregate intrinsic value of exercisable in-the-money options was $~~1,738,000~~1,984,000 and the aggregate intrinsic value of outstanding in-the-money options was $~~1,859,000~~2,081,000 based on the market closing price of $~~55.68~~57.80 on ~~June 30, 2021~~March 31, 2022 less exercise prices.

The unrecognized compensation cost of options granted to FRP employees but not yet vested as of ~~June 30, 2021~~March 31, 2022 was $~~163,000~~111,000, which is expected to be recognized over a weighted-average period of ~~2.4~~1.6 years.

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

A 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
Non-vested at January 1, 2022									46,074		$	45.88	3.1	$	2,114
Time-based awards granted		8,896		45.55			405		7,448			57.80			431
Performance-based awards granted		18,882		45.55			860		14,016			57.80			810
Non-vested at June 30, 2021		48,298	$	45.87	3.6	$	2,215
Vested									(7,813	)		46.30			(362	)
Forfeited									(1,363	)		46.30			(63	)
Non-vested at March 31, 2022									58,362		$	50.20	3.6	$	2,930

Total unrecognized compensation cost of restricted stock granted but not yet vested as of ~~June 30, 2021~~March 31, 2022 was $~~1,696,000~~2,307,000 which is expected to be recognized over a weighted-average period of 3.8 years.

(8) Contingent 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 ~~June 30, 2021~~March 31, 2022, there 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.

The Company and MRP guaranteed $26 million of the construction loan on the Bryant Street Partnerships 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 of the project and assuming no payments 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.

(9) Concentrations.

The mining royalty lands segment has a total of 5 tenants currently leasing mining locations and one lessee that accounted for ~~26.3~~21.3% of the Company’s consolidated revenues during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022, and $~~403,000~~366,000 of accounts receivable at ~~June 30, 2021.~~March 31, 2022. 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.

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 ~~June 30, 2021~~March 31, 2022, the Company was invested in U.S. Treasury notes valued at $1291,559,000 ~~corporate bonds with individual maturities over the next 7 months.~~maturing in late 2022 through 2024. The unrealized ~~gain~~loss on these ~~bonds~~investments of $~~118,000~~1,207,000 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)1). ~~The amortized cost of the investments was $32,011,000~~ ~~and the carrying amount and fair value of such bonds were $32,129,000~~ ~~as of June 30, 2021.~~

At ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the carrying amount reported in the consolidated balance sheets for cash and cash equivalents ~~and revolving credit approximate their~~including U.S. Treasury notes was adjusted to fair value ~~based upon the short-term nature of these items.~~as described above.

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 ~~June 30,~~March 31, 2022, the carrying amount and fair value of such other long-term debt was $180,070,000 and $162,274,000, respectively. At March 31, 2021, the carrying amount and fair value of such other long-term debt was $~~178,334,000~~178,321,000 and $~~175,625,000~~169,355,000, respectively. ~~At June 30, 2020, the carrying amount and fair value of such other long-term debt was $88,993,000~~ ~~and $95,606,000, respectively.~~

(11) Investments in Joint Ventures.

The Company has investments in joint ventures, primarily with other real estate developers. 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 assets of these joint ventures are restricted to use by the joint ventures and their obligations can only be settled by their assets or additional contributions by the partners.

The following table summarizes the Company’s Investments in ~~Unconsolidated Joint Ventures~~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 )

								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, 2022
Brooksville Quarry, LLC	50.00	%	$	7,475	14,319	(23	)	(12	)
BC FRP Realty, LLC	50.00	%		5,494	22,239	(72	)	(36	)
Bryant Street Partnerships	61.36	%		59,420	203,870	(2,251	)	(1,509	)
Aberdeen Station Loan				638	638	0		0
DST Hickory Creek	26.65	%		6,000	45,679	(127	)	85
Amber Ridge Loan				8,912	8,912	0		0
1800 Half St. Owner, LLC	61.37	%		38,935	107,219	0		0
Greenville/Woodfield Partnerships	40.00	%		16,131	90,759	(330	)	(132	)
Total			$	143,005	493,635	(2,803	)	(1,604	)
								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, 2021
Brooksville Quarry, LLC	50.00	%	$	7,488	14,301	(82	)	(41	)
BC FRP Realty, LLC	50.00	%		5,530	22,470	(230	)	(115	)
Riverfront Holdings II, LLC ⁽¹⁾				0	0	(760	)	(628	)
Bryant Street Partnerships	61.36	%		59,558	204,082	(6,084	)	(4,954	)
Aberdeen Station Loan				514	514	0		0
DST Hickory Creek	26.65	%		6,000	46,048	(481	)	343
Amber Ridge Loan				11,466	11,466	0		0
1800 Half St. Owner, LLC	61.37	%		38,693	93,932	12		20
Greenville/Woodfield Partnerships	40.00	%		16,194	87,731	(948	)	(379	)
Total			$	145,443	480,544	(8,573	)	(5,754	)

⁽¹⁾:

Riverfront Holdings II, LLC was consolidated on March 31, 2021. Bryant Street Partnerships ~~includes~~included $~~471,000~~234,000 in 2021 ~~and $1,146,000~~ ~~in 2020~~ for the Company’s share of preferred interest and $~~236,000~~118,000 in ~~2021~~2022 and $~~471,000~~118,000 in ~~2020~~the first quarter of 2021 for amortization of guarantee liability related to the Bryant Street loan.

The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of ~~June 30, 2021~~March 31, 2022 are summarized in the following two tables (in thousands):

Investments in Apartment/Mixed Use Joint Ventures as of ~~June 30, 2021~~March 31, 2022


	As of March 31, 2022										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		197,423		43,567		106,789		90,234	$	438,013
Cash and cash equivalents		0		1,268		673		430		346		2,717
Unrealized rents & receivables		0		4,923		1,119		0		7		6,049
Deferred costs		0		256		320		0		172		748
Total Assets	$	0		203,870		45,679		107,219		90,759	$	447,527

Secured notes payable	$	0		123,850		29,348		37,058		48,957	$	239,213
Other liabilities		0		5,241		180		9,102		3,172		17,695
Capital - FRP		0		56,874		4,304		37,479		15,452		114,109
Capital – Third Parties		0		17,905		11,847		23,580		23,178		76,510
Total Liabilities and Capital	$	0		203,870		45,679		107,219		90,759	$	447,527

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

Investments in Joint Ventures as of ~~June 30, 2021~~March 31, 2022


	As of June 30, 2021												As of March 31, 2022
	Brooksville		BC FRP				Amber Ridge		Apartment/		Grand		Brooksville		BC FRP		Aberdeen		Amber Ridge		Apartment/		Grand
	Quarry, LLC		Realty, LLC		Hyde Park		Loan		Mixed Use		Total		Quarry, LLC		Realty, LLC		Loan		Loan		Mixed Use		Total

Investments in real estate, net	$	14,284		21,754		4		11,859		364,277	$	412,178	$	14,280		21,436		638		8,912		438,013	$	483,279
Cash and cash equivalents		55		310		0		0		9,113		9,478		33		164		0		0		2,717		2,914
Unrealized rents & receivables		0		444		0		0		1,168		1,612		0		447		0		0		6,049		6,496
Deferred costs		1		238		0		0		3,209		3,448		6		192		0		0		748		946
Total Assets	$	14,340		22,746		4		11,859		377,767	$	426,716	$	14,319		22,239		638		8,912		447,527	$	493,635

Secured notes payable	$	0		11,764		0		0		157,608	$	169,372	$	0		11,191		0		0		239,213	$	250,404
Other liabilities		68		126		0		0		29,452		29,646		42		162		0		0		17,695		17,899
Capital - FRP		7,474		5,428		4		11,859		115,874		140,639		7,475		5,443		638		8,912		114,109		136,577
Capital - Third Parties		6,798		5,428		0		0		74,833		87,059		6,802		5,443		0		0		76,510		88,755
Total Liabilities and Capital	$	14,340		22,746		4		11,859		377,767	$	426,716	$	14,319		22,239		638		8,912		447,527	$	493,635

The Company’s capital recorded by the unconsolidated Joint Ventures is $~~4,300,000~~6,429,000 less than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due primarily to capitalized interest.

The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of December 31, ~~2020~~2021 are summarized in the following two tables (in thousands):

Investments in ~~Apartments/~~Apartment/Mixed Use Joint Ventures as of December ~~30,~~31, 2021

As of December 31, 2020 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 $ 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
Unrealized rents & receivables 13 58 775 2 0 848
Deferred costs 162 85 405 2,810 235 3,697
Total Assets $ 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
Other liabilities 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
Capital - Third Parties 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


	As of December 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		199,730		43,840		93,504		87,421	$	424,495
Cash and cash equivalents		0		1,123		827		428		279		2,657
Unrealized rents & receivables		0		2,925		1,044		0		5		3,974
Deferred costs		0		304		337		0		26		667
Total Assets	$	0		204,082		46,048		93,932		87,731	$	431,793

Secured notes payable	$	0		119,201		29,337		18,404		44,309	$	211,251
Other liabilities		0		9,066		115		14,470		4,462		28,113
Capital - FRP		0		57,555		4,423		37,478		15,584		115,040
Capital – Third Parties		0		18,260		12,173		23,580		23,376		77,389
Total Liabilities and Capital	$	0		204,082		46,048		93,932		87,731	$	431,793

Investments in Joint Ventures as of December 31, ~~2020~~2021

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


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

Investments in real estate, net	$	14,281		21,561		514		11,466		424,495	$	472,317
Cash and cash equivalents		18		312		0		0		2,657		2,987
Unrealized rents & receivables		0		368		0		0		3,974		4,342
Deferred costs		2		229		0		0		667		898
Total Assets	$	14,301		22,470		514		11,466		431,793	$	480,544

Secured notes payable	$	0		11,384		0		0		211,251	$	222,635
Other liabilities		0		140		0		0		28,113		28,253
Capital - FRP		7,488		5,473		514		11,466		115,040		139,981
Capital - Third Parties		6,813		5,473		0		0		77,389		89,675
Total Liabilities and Capital	$	14,301		22,470		514		11,466		431,793	$	480,544

The amount of consolidated retained earnings (accumulated deficit) for these joint ventures was $~~(6,752,000)~~(10,112,000) and $~~(8,278,000)~~(8,942,000) as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021, respectively.

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


	Bryant Street			Bryant Street			Bryant Street			Bryant Street			Bryant Street			Bryant Street
	Partnerships			Partnerships			Partnerships			Partnerships			Partnerships			Partnerships
	Total JV			Company Share			Total JV			Total JV			Company Share			Company Share
	Six Months ended			Six Months ended			Three Months ended			Three Months ended			Three Months ended			Three Months ended
	June 30,			June 30,			March 31,			March 31,			March 31,			March 31,
	2021			2021			2022			2021			2022			2021
Revenues:
Rental Revenue	$	180		$	111		$	1,820		$	17		$	1,116			$	10
Revenue – other		77			47			348			19			214				12
Total Revenues		257			158			2,168			36			1,330				22

Cost of operations:
Depreciation and amortization		776			476			1,497			366			919				225
Operating expenses		1,117			686			1,330			507			815				311
Property taxes		119			73			127			0			78				0
Total cost of operations		2,012			1,235			2,954			873			1,812				536

Total operating profit		(1,755	)		(1,077	)
Total operating loss								(786	)		(837	)		(482	)			(514	)
Interest expense		(655	)		(1,130	)		(1,465	)		(300	)		(1,027	)			(547	)

Net loss before tax		(2,410	)		(2,207	)	$	(2,251	)	$	(1,137	)	$	(1,509	)		$	(1,061	)

The income statements of the Greenville Woodfield Partnership are as follows (in thousands):


	Woodfield			Woodfield
	Partnership			Partnership
	Total JV			Company Share
	Three Months ended			Three Months ended
	March 31,			March 31,
	2022			2022
Revenues:
Rental Revenue	$	570		$	228
Revenue – other		36			14
Total Revenues		606			242

Cost of operations:
Depreciation and amortization		384			154
Operating expenses		262			104
Property taxes		159			64
Total cost of operations		805			322

Total operating loss		(199	)		(80	)
Interest expense		(131	)		(52	)

Net loss before tax	$	(330	)	$	(132	)

(12) Consolidation of Riverfront Investment Partners II, LLC. 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 on the Anacostia in Washington, D.C. The purpose of the Joint Venture is to develop and own a 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 (cost basis of $4.6 million ~~million)~~) and $6.2 million ~~million~~ of cash to the Joint Venture for an 80% stake in the venture. MRP contributed capital of $5.6 million ~~million~~ to the joint venture including development costs paid prior to formation of the joint venture and a $725,000 development fee. The Company further agreed to fund $13.75 million ~~million~~ preferred equity financing at 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~~day-to-day operations of the project.

In March 2021, Phase II (The Maren) reached stabilization. Stabilization in this case means 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 of which $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 70.41% on a prospective basis as agreed to by FRP and MRP.

Maren consolidation at stabilization


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

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

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

(13) Subsequent Event. On April 1, 2022, the Company purchased a mining royalty property in Astatula, FL for $11.6 million. The property comprises 1,549 acres adjacent to the Company’s existing site in Astatula. It contains approximately 22.5 million tons of sand reserves and is currently under a mining lease to Vulcan Materials.

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 real estate development, asset management and operating company businesses. Our properties are located in the Mid-Atlantic and southeastern United States and consist of:

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

Residential apartments in Washington, D.C.;, Greenville, South Carolina and Richmond, Virginia;

Warehouse or office properties in the Mid-Atlantic states either existing or under development;

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

Properties held for sale.

We believe our present capital structure, liquidity and land provide us with years of opportunities to increase recurring revenue and long-term value for 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 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 Company’s industrial warehouses typically lease for terms ranging from 3 – 10 years often with 1 or 2 renewal options. All base rent revenue is recognized on a straight-lined basis. All of the commercial warehouse leases are triple net and common area maintenance costs (CAM Revenue) are billed monthly, and insurance and real estate taxes are billed annually. 34 Loveton is the only office product wherein all leases are full service therefore there is no CAM revenue. Office leases are also recognized on a straight-lined basis. 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 ~~June 30, 2021,~~March 31, 2022, the Asset Management Segment owned ~~three~~four 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~~267,737 square feet which are ~~59.7% occupied~~100% leased and ~~77.6% leased.~~occupied. The property is subject to commercial leases with various tenants.

4) Hollander 95 Business Park in Baltimore City, Maryland consists of two buildings totaling 145,590 square feet that were completed in the fourth quarter of 2021and are 69.1% leased and 52.8% occupied.

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 Company leases land under long-term leases that grant the lessee the right to mine and sell reserves from our property in exchange for royalty payments. A typical lease has an option to extend the lease for additional terms. 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~~In the fiscal year ended December 31, ~~2020 after~~2021, a total of ~~8.5~~8 million tons were ~~consumed in 2020.~~mined.

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, FlFL	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.

Development Segment – Warehouse/Office Land.

At ~~June 30, 2021~~March 31, 2022, this segment owned the following ~~future~~ development parcels:

25Six acres of horizontally developed land ~~capable of supporting 247,995 square feet of warehouse, office, and flex buildings~~ at Hollander 95 Business Park in Baltimore, City, ~~Maryland.~~Maryland with one 101,750 square feet industrial build-to-suit currently under construction.

55 acres of land that will be capable of supporting over ~~625,000~~690,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, Maryland.

17 acres of land in Harford County, Maryland that will support 245,000 square feet of industrial development.

We also 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.	$6,125,000	2.5	Conceptual design program ongoing	$6,151,000
Hampstead Trade Center, MD	73	Residential zoning applied for in preparation for sale	$9,415,000	118	Residential zoning applied for in preparation for sale	$9,823,000
Square 664E, on the Anacostia River in DC	2	Under lease to Vulcan Materials as a concrete batch plant through 2026	$7,760,000	2	Under lease to Vulcan Materials as a concrete batch plant through 2026	$7,635,000
Total	77.5		$23,300,000	122.5		$23,609,000

Development Segment - Investments in Joint Ventures

The third leg of our Development Segment consists of investments in joint ventures for properties in development.

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

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~~91,661 square feet of retail partially completed	61.36%
~~Hyde Park~~Aberdeen Station residential development in ~~Essexshire, MD~~Harford County, Maryland		~~Property sold, $3.5~~$31.1 million ~~investment~~ in exchange for an interest rate of 10% and a 20% preferred return after which the Company is also entitled to a portion of ~~20%~~proceeds from sale	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 ofunderway on ten-story structure with 344 apartments and ~~11,246~~8,356 square feet of ground floor retail ~~underway~~	61.37%
.408 Jackson property in Greenville, SC	Woodfield Development	Construction ofunderway on mixed-use project with 227 multifamily units and ~~4,700~~4,539 square feet of retail space began in May 2020	40%
Riverside property 1430 Hampton Avenue, Greenville, SC	Woodfield Development	Construction ~~of 200 unit~~underway on 200-unit apartment project began in February 2020	40%

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.~~

								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, 2022
Brooksville Quarry, LLC	50.00	%	$	7,475	14,319	(23	)	(12	)
BC FRP Realty, LLC	50.00	%		5,494	22,239	(72	)	(36	)
Bryant Street Partnerships	61.36	%		59,420	203,870	(2,251	)	(1,509	)
Aberdeen Station Loan				638	638	—		—
DST Hickory Creek	26.65	%		6,000	45,679	(127	)	85
Amber Ridge Loan				8,912	8,912	—		—
1800 Half St. Owner, LLC	61.37	%		38,935	107,219	—		—
Greenville/Woodfield Partnerships	40.00	%		16,131	90,759	(330	)	(132	)
Total			$	143,005	493,635	(2,803	)	(1,604	)

The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of ~~June 30, 2021,~~March 31, 2022, are summarized in the following two tables (in thousands):

	As of June 30, 2021										Total		As of March 31, 2022										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	$	0		195,806		44,579		56,555		67,337	$	364,277	$	0		197,423		43,567		106,789		90,234	$	438,013
Cash and cash equivalents		0		579		1,121		7,089		324		9,113		0		1,268		673		430		346		2,717
Unrealized rents & receivables		0		233		935		0		0		1,168		0		4,923		1,119		0		7		6,049
Deferred costs		0		28		371		2,810		0		3,209		0		256		320		0		172		748
Total Assets	$	0		196,646		47,006		66,454		67,661	$	377,767	$	0		203,870		45,679		107,219		90,759	$	447,527

Secured notes payable	$	0		103,546		29,314		0		24,748	$	157,608	$	0		123,850		29,348		37,058		48,957	$	239,213
Other liabilities		0		16,441		179		9,827		3,005		29,452		0		5,241		180		9,102		3,172		17,695
Capital - FRP		0		57,759		4,667		37,485		15,963		115,874		0		56,874		4,304		37,479		15,452		114,109
Capital – Third Parties		0		18,900		12,846		19,142		23,945		74,833		0		17,905		11,847		23,580		23,178		76,510
Total Liabilities and Capital	$	0		196,646		47,006		66,454		67,661	$	377,767	$	0		203,870		45,679		107,219		90,759	$	447,527

	As of June 30, 2021												As of March 31, 2022
	Brooksville		BC FRP				Amber Ridge		Apartment/		Grand		Brooksville		BC FRP		Aberdeen		Amber Ridge		Apartment/		Grand
	Quarry, LLC		Realty, LLC		Hyde Park		Loan		Mixed Use		Total		Quarry, LLC		Realty, LLC		Loan		Loan		Mixed Use		Total

Investments in real estate, net.	$	14,284		21,754		4		11,859		364,277	$	412,178
Investments in real estate, net													$	14,280		21,436		638		8,912		438,013	$	483,279
Cash and cash equivalents		55		310		0		0		9,113		9,478		33		164		0		0		2,717		2,914
Unrealized rents & receivables		0		444		0		0		1,168		1,612		0		447		0		0		6,049		6,496
Deferred costs		1		238		0		0		3,209		3,448		6		192		0		0		748		946
Total Assets	$	14,340		22,746		4		11,859		377,767	$	426,716	$	14,319		22,239		638		8,912		447,527	$	493,635

Secured notes payable	$	0		11,764		0		0		157,608	$	169,372	$	0		11,191		0		0		239,213	$	250,404
Other liabilities		68		126		0		0		29,452		29,646		42		162		0		0		17,695		17,899
Capital - FRP		7,474		5,428		4		11,859		115,874		140,639		7,475		5,443		638		8,912		114,109		136,577
Capital - Third Parties		6,798		5,428		0		0		74,833		87,059		6,802		5,443		0		0		76,510		88,755
Total Liabilities and Capital	$	14,340		22,746		4		11,859		377,767	$	426,716	$	14,319		22,239		638		8,912		447,527	$	493,635

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 Company’s residential spaces generally lease for 12 – 15-month lease terms and 90 days prior to the expiration, as long as there is no balance due, the tenant is offered a renewal. If no notice to move out or renew is made, then the leases go to month to month until notification of termination or renewal is received. Renewal terms are typically 9 – 12 months. From March 2020 through the end of 2021, we were prohibited from increasing rent on renewals by emergency measures in Washington, DC designed to ease the burden of the pandemic on its citizens. These measures expired at the end of 2021. The Company also leases retail spaces at apartment/mixed-use properties. The retail leases are typically 10 -15-year leases with options to renew for another 5 years. Retail leases at these properties also include percentage rents which average 3-6% of annual sales for the tenant that exceed a breakpoint stipulated by each individual lease. All base rent revenue is recognized on a straight-line basis. 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~~14,430 square feet of retail

MRP Realty

Consolidated

66%

The Maren apartments Washington, D.C. 264 residential units and ~~6,937~~6,758 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~~

First Quarter Operational Highlights

~~Highest~~Dock 79 ended the reporting period with residential occupancy above 95% for the fourth straight quarter
First rent increases on renewals on multifamily assets in DC since February 2020
Best first quarter of revenue for mining ~~royalty revenue total in any second quarter~~royalties in segment’s history
~~Dock 79~~Average residential occupancy ~~above 94%~~of 94.92% for ~~third straight quarter—~~the Maren in its first ~~time that has happened since the fourth quarter of 2018~~year post stabilization

Comparative Results of Operations for the Three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

Consolidated Results

(dollars in thousands)		Three Months Ended March 31,
	2022				2021			Change			%
Revenues:
Lease Revenue	$		6,282		$	3,538		$	2,744			77.6	%
Mining lands lease revenue			2,425			2,315			110			4.8	%
Total Revenues			8,707			5,853			2,854			48.8	%

Cost of operations:
Depreciation/Depletion/Amortization			2,898			1,443			1,455			100.8	%
Operating Expenses			1,808			841			967			115.0	%
Property Taxes			1,028			778			250			32.1	%
Management company indirect			774			570			204			35.8	%
Corporate Expense			835			779			56			7.2	%
Total cost of operations			7,343			4,411			2,932			66.5	%

Total operating profit			1,364			1,442			(78	)		-5.4	%

Net investment income			898			1,375			(477	)		-34.7	%
Interest Expense			(738	)		(925	)		187			-20.2	%
Equity in loss of joint ventures			(1,604	)		(1,635	)		31			-1.9	%
Gain on remeasurement of investment in real estate partnership			—			51,139			(51,139	)		-100.0	%
Gain on sale of real estate			733			—			733			0.0	%
Income before income taxes			653			51,396			(50,743	)		-98.7	%
Provision for income taxes			249			10,521			(10,272	)		-97.6	%

Net income			404			40,875			(40,471	)		-99.0	%
Gain (loss) attributable to noncontrolling interest			(268	)		12,502			(12,770	)		-102.1	%
Net income attributable to the Company	$		672		$	28,373		$	(27,701	)		-97.6	%

(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~~first quarter of ~~2021~~2022 was ~~$82,000~~$672,000 or ~~$.01~~$.07 per share versus ~~$4,149,000~~$28,373,000 or ~~$.43~~$3.03 per share in the same period last year. The ~~second~~first quarter of ~~2021~~2022 was impacted by the following items:

The quarter includes ~~$1,868,000~~$316,000 amortization expense of the $4,750,000 fair value of ~~the~~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.

The quarter includes $733,000 gain on sales of excess property at Brooksville.
Interest income decreased ~~$1,062,000~~$477,000 due to bond maturities and the repayment of the Company’s preferred interest in The Maren ~~preferred equity financing.~~
~~Interest expense increased $401,000 due to interest on~~upon the ~~Maren’s debt partially offset by a lower interest rate on~~building’s refinancing.

Net income for the ~~refinanced Dock 79 debt.~~

~~Gain from sale~~first quarter 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~~2021 included a gain of ~~$3,589,000 from~~$51.1 million on the ~~sale~~remeasurement 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~~investment in The Maren real estate partnership, which is included in Income before income taxes. This gain on remeasurement ~~attributed~~was mitigated by a $10.3 million provision for taxes and $13.0 attributable to ~~MRP last quarter increasing it to $14.0 million. We finalized our agreement of the ownership split and revised last quarter’s estimate.~~

noncontrolling interest.

Asset Management Segment Results

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 %

	Three months ended March 31
(dollars in thousands)	2022		%			2021		%			Change			%

Lease revenue	$	839		100.0	%		712		100.0	%		127			17.8	%

Depreciation, depletion and amortization		234		27.9	%		137		19.2	%		97			70.8	%
Operating expenses		168		20.0	%		139		19.5	%		29			20.9	%
Property taxes		53		6.3	%		38		5.3	%		15			39.5	%
Management company indirect		92		11.0	%		167		23.5	%		(75	)		-44.9	%
Corporate expense		144		17.2	%		214		30.1	%		(70	)		-32.7	%

Cost of operations		691		82.4	%		695		97.6	%		(4	)		-0.6	%

Operating profit	$	148		17.6	%		17		2.4	%		131			770.6	%

Total revenues in this segment were ~~$588,000, down $128,000~~$839,000, up $127,000 or ~~17.9%~~17.8%, over the same period last ~~year due to the sale~~year. Operating profit was $148,000, up $131,000 from an operating profit of ~~our warehouse 1801 62~~^nd ~~Street in July 2020 which had $163,000 of revenues~~$17,000 in the same quarter last year. ~~Operating loss was ($160,000), down $218,000 from an operating profit of $58,000 in the same~~At quarter ~~last year primarily due to the sale of 1801 62~~^nd ~~Street.~~end, Cranberry Run, ~~which we purchased in the first quarter of 2019, is~~ a five-building industrial park in Harford County, MDMaryland totaling ~~268,010~~267,737 square feet of industrial/flex space ~~and at quarter end~~ was ~~77.6%~~100% leased and ~~59.7%~~ occupied compared to ~~71.9%~~87.6% leased and occupied at the end of the same quarter last year. During the fourth quarter of 2021, we completed construction on two buildings in our Hollander Business Park, totaling 145,590 square feet. At quarter end, these assets were 69.1% leased and 52.8% occupied. Our other two properties remain substantially leased during both periods, with 34 Loveton 95.1% occupied and ~~Square 664E~~Vulcan’s former Jacksonville office (now a vacant lot), fully leased through ~~August~~March 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 %

	Three months ended March 31
(dollars in thousands)	2022		%			2021		%			Change			%

Mining lands lease revenue	$	2,425		100.0	%		2,315		100.0	%		110			4.8	%

Depreciation, depletion and amortization		55		2.3	%		65		2.8	%		(10	)		-15.4	%
Operating expenses		15		0.6	%		11		0.5	%		4			36.4	%
Property taxes		65		2.7	%		63		2.7	%		2			3.2	%
Management company indirect		107		4.4	%		82		3.5	%		25			30.5	%
Corporate expense		94		3.9	%		81		3.5	%		13			16.0	%

Cost of operations		336		13.9	%		302		13.0	%		34			11.3	%

Operating profit	$	2,089		86.1	%		2,013		87.0	%		76			3.8	%

Total revenues in this segment were ~~$2,634,000~~$2,425,000 versus ~~$2,402,000~~$2,315,000 in the same period last year. Total operating profit in this segment was ~~$2,292,000,~~$2,089,000, an increase of ~~$182,000~~$76,000 versus ~~$2,110,000~~$2,013,000 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~~ 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.Segment Results

	Three months ended March 31
(dollars in thousands)	2022			2021			Change

Lease revenue	$	383			317			66

Depreciation, depletion and amortization		45			53			(8	)
Operating expenses		211			26			185
Property taxes		355			363			(8	)
Management company indirect		490			261			229
Corporate expense		521			419			102

Cost of operations		1,622			1,122			500

Operating loss	$	(1,239	)		(805	)		(434	)

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~~Prince George’s County, Maryland known as ~~“Hyde Park.~~“Amber Ridge.” ~~All obligations are complete, all~~Of the $18.5 million in committed capital to the project, $16.2 million in principal ~~repaid in full,~~draws have taken place to date. Through the end of the first quarter, 64 of the 187 units have been sold, and we have received ~~$1,032,000~~$9,589,000 in preferred interest and ~~profits.~~principal to date.
Bryant Street is a mixed use joint venture between the Company and MRP in Washington, DC consisting of four buildings, The Coda, ~~the first of our four buildings at Bryant Street joint venture, received a final certificate of occupancy on April 1, 2021,~~The Chase 1A, The Chase 1B, and ~~leasing efforts are under way.~~one commercial building 90% leased to an Alamo Draft House movie theater. At quarter end, the Coda was ~~88.31%~~89.61% leased and ~~67.53%~~92.21% occupied, The Chase 1B was 71.43% leased and 67.70% occupied, and The Chase 1A was 37.79% leased and 25.58% occupied. ~~Leasing will begin on the second~~In total, at quarter end, Bryant Street’s 487 residential units were 65.3% leased and ~~third buildings~~60.6% occupied. Its commercial space was 82.5% leased and 61.7% occupied at ~~Bryant Street in the third~~ quarter ~~of this year.~~end.
We began construction on our 1800 Half Street joint venture project, now known as The Verge, ~~joint venture project~~ at the end of August ~~2020 and~~2020. We expect the building to be complete in the third quarter of 2022. As of the end of the ~~second~~first quarter, the project was ~~26.82%~~79.47% 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~~began on Riverside in the third quarter 2021 and the building was 87% leased and 69% occupied at the end of ~~this year.~~the quarter. .408 Jackson is our second joint venture project in Greenville and is currently under construction. This project is 89.78% complete and we expect to complete construction and begin leasing in third quarter of 2022.

Stabilized Joint Venture Segment Results

	Three months ended June 30																	Three months ended March 31
(dollars in thousands)	2021			%			2020		%			Change			%			2022		%			2021		%			Change		%

Lease revenue	$	4,822			100.0	%		2,452		100.0	%		2,370			96.7	%	$	5,060		100.0	%		2,509		100.0	%		2,551		101.7	%

Depreciation, depletion and amortization		4,143			85.9	%		1,185		48.3	%		2,958			249.6	%		2,564		50.7	%		1,188		47.4	%		1,376		115.8	%
Operating expenses		1,263			26.2	%		527		21.5	%		736			139.7	%		1,414		27.9	%		665		26.5	%		749		112.6	%
Property taxes		526			10.9	%		275		11.2	%		251			91.3	%		555		11.0	%		314		12.5	%		241		76.8	%
Management company indirect		116			2.4	%		49		2.0	%		67			136.7	%		85		1.7	%		60		2.4	%		25		41.7	%
Corporate expense		132			2.8	%		60		2.5	%		72			120.0	%		76		1.5	%		65		2.6	%		11		16.9	%

Cost of operations		6,180			128.2	%		2,096		85.5	%		4,084			194.8	%		4,694		92.8	%		2,292		91.4	%		2,402		104.8	%

Operating profit (loss)	$	(1,358	)		-28.2	%		356		14.5	%		(1,714	)		-481.5	%
Operating profit																		$	366		7.2	%		217		8.6	%		149		68.7	%

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. Stabilization~~Anacostia 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.Washington, D.C. As such, ~~beginning~~as of 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 June, The Maren was 94.70% leased and 93.93% occupied.~~ Up through the first quarter of ~~this~~the prior year, accounting for The Maren was reflected in Equity in loss of joint ventures on the Consolidated Statements of Income. Starting April 1, 2021, all the revenue and expenses ~~will be reflected like~~are accounted for in the same manner as Dock 79 in the stabilized joint venture segment.

Total revenues in this segment were ~~$4,822,000,~~$5,060,000, an increase of ~~$2,370,000~~$2,551,000 versus ~~$2,452,000~~$2,509,000 in the same period last year. The Maren’s revenue was ~~$2,162,000~~$2,409,000 and Dock 79 revenues increased ~~$208,000.~~$143,000. Total operating ~~loss~~profit in this segment was ~~($1,358,000), a decrease~~$366,000 an increase of ~~$1,714,000~~$149,000 versus ~~a profit of $356,000~~$217,000 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 ~~$3,037,000,~~$3,137,000, up ~~$1,383,000~~$1,603,000 or ~~83.62%~~104.5% compared to the same quarter last year due to ~~the~~The Maren’s consolidation into this segment.

At the end of March, The Maren was 93.93% leased and 96.21% occupied. Average residential occupancy for the quarter was 95.13%, and 60.61% of expiring leases renewed with an average rent increase on renewals of 2.32%. The rent increase on renewals was mitigated to some extent by the fact that the renewals for January leases took place in 2021 prior to the expiration of DC’s mandated rent freeze on renewals. The Maren is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 70.41% ownership.

Dock 79’s average residential occupancy for the quarter was ~~95.69%~~95.18%, and at the end of the quarter, Dock 79’s residential units were ~~94.10%~~92.46% leased and ~~96.39%~~95.41% occupied. This quarter, ~~61.36%~~72.22% of expiring leases renewed with noan average rent increase on renewals of 4.69%. The rent increase on renewals was mitigated to some extent by the fact that the renewals for January leases took place in ~~rent due~~2021 prior to the expiration of DC’s mandated rent freeze on ~~renewals in DC.~~renewals. Dock 79 is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 66% ownership.

~~Second~~First 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 for this segment was $4,571,000, up $1,105,000 or 31.88% compared to the same period last 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 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.

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.

~~Distributions from our CS1031 Hickory Creek DST investment were $171,000 for the first six months of the year.~~

$85,000.

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 ~~June 30, 2021,~~March 31, 2022, we had ~~$138,838,000~~$164,523,000 of cash and cash ~~equivalents along with $32,129,000 of investments available for sale.~~equivalents. As of ~~June 30, 2021,~~March 31, 2022, we had no debt borrowed under our $20 million Wells Fargo revolver, $506,000 outstanding under letters of credit and $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 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):

	Six months					Three months
	Ended June 30,					Ended March 31,
	2021		2020			2022			2021
Total cash provided by (used for):
Operating activities	$	10,963		9,110		$	1,314			3,420
Investing activities		52,438		7,787			2,459			38,524
Financing activities		844		(12,762	)		(771	)		990
Increase in cash and cash equivalents	$	64,245		4,135		$	3,002			42,934

Outstanding debt at the beginning of the period		89,964		88,925			178,409			89,964
Outstanding debt at the end of the period		178,334		88,993			178,446			178,321

Operating Activities - Net cash provided by operating activities for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was ~~$10,963,000~~$1,314,000 versus ~~$9,110,000~~$3,420,000 in the same period last year. ~~The~~In the prior 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.

At March 31, 2022, the Company was invested in U.S. Treasury notes valued at $91,559,000 maturing in late 2022 through 2024. The unrealized loss on these investments of $1,207,000 was recorded as part of comprehensive income and based on the market value (Level 1).

Investing Activities - Net cash provided by investing activities for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was ~~$52,438,000~~$2,459,000 versus ~~$7,787,000~~$38,524,000 in the same period last year. The ~~$45~~$36 million ~~increase~~decrease was primarily due to a ~~return of~~

~~our preferred equity financing with interest of $16.1~~$19.4 million ~~from The Maren, $24.7 million~~ decrease ~~in purchases of corporate bonds due to lack of attractive investment opportunities, an $9.8 million increase~~ on maturities and sales of our corporate bond portfolio, a $13 million decrease on the return of our preferred equity financing with the prior year including interest of $16.1 million from The Maren, and the prior year including $3.7 million for cash on the books of The Maren upon consolidation.

At June 30, 2021 the Company was invested in 12 corporate bonds with individual maturities over the next 7 months. The unrealized gain on these bonds of $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 no realized gains or losses on bonds that matured or were sold in 2021.

Financing Activities – Net cash ~~provided by~~used in investing activities was ~~$844,000~~$771,000 versus ~~net~~ cash ~~used in financing activities~~provided of ~~$12,762,000~~$990,000 in the same period last year ~~due~~ primarily due to the prior year refinancing of Dock 79 for $1.4 million more net of debt issuance costs than the amount ~~matured offset by $12.1 million lower repurchases of company stock.~~matured.

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 ~~June 30, 2021,~~March 31, 2022, these covenants would have limited our ability to pay dividends to a maximum of ~~$228~~$246 million combined.

Cash Requirements – The Company currently expects its capital expenditures for the remainder of ~~2021~~2022 to include approximately ~~$26.8~~$39.7 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~~We have continued ~~to operate~~operations throughout the pandemic and have made every effort to act in accordance with ~~White House guidance and orders issued by~~national, state, and local ~~authorities. We have implemented social distancing~~regulations and ~~other measures to protect the health of our employees and customers. Our~~guidelines. During 2020, Dock 79 and The Maren ~~properties in Washington, D.C.~~most directly 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. In 2021, the Delta and Omicron variants of the virus impacted our businesses, but because of the vaccine and efforts to reopen the economy, while still affected, they were not impacted to the extent that they were in 2020. It is possible that ~~some~~this version of ~~these same conditions~~the virus and its succeeding variants may impact our ability to lease retail spaces ~~at Bryant Street.~~in Washington, D.C. and Greenville. We ~~anticipate that these impacts will continue~~expect our business to be affected by the pandemic for ~~at least~~as long as government intervention and regulation is required to combat the ~~remainder of 2021.~~

threat.

3229

Summary and Outlook. It is hard to reconcile where we were a year 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 every part of this country are back to doing what Americans have always done—work, consume, serve, enjoy. As exciting as this return to normalcy is, 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 for this quarter was up ~~9.65%~~4.77% over the same period last year. This marks the second year ~~and royalty~~in a row we have begun the year with the best first quarter of revenue ~~through the first two quarters was up 7.88%.~~in segment history. Revenue for the last twelve months was ~~$9,838,907,~~$9,576,000, an increase of ~~7.37% over the same period last year and an increase of 3.81%~~1.17% over calendar year ~~2020.~~2021. More importantly, on April 1, 2022 the Company purchased a mining royalty property in Astatula, FL for $11.6 million. The property comprises 1,549 acres adjacent to the Company’s existing site in Astatula. It contains approximately 22.5 million tons of sand reserves and is currently under a mining lease to Vulcan Materials. This is the first ~~time this~~mining royalty acquisition we have made in nearly a decade. We are particularly excited to put our excess cash to work in a segment ~~has surpassed $9.75 million~~we believe so strongly in, especially in a market we know with a partner we deeply respect. This purchase should positively impact revenue starting in ~~any twelve-month period and also happens to mark~~ the ~~best~~ second quarter of ~~revenue, the best first six months of revenue, and the best twelve months of revenue in the segment’s history.~~this year.

~~For 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~~In Stabilized Joint Ventures, this quarter ~~of 2018. As you no doubt recall, the Maren achieved stabilization in the final month of~~marked the first ~~quarter. As a result, this marks the first reporting period with the Maren consolidated on~~time in two years that we were able to our 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 fourth quarter of this year 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 raisingraise rents on renewals. ~~This has obviously mitigated our ability to grow NOI at Dock 79. With~~Because the ~~Maren now going through its first generation~~renewals for January and part 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~~February took place prior to the end of the ~~year. Because renewal negotiations take place several weeks in advance, if~~year, we did not fully experience a return to market rents on all our renewals this quarter. Despite this headwind, we were able to raise rents on renewals by 2.32% at The Maren and 4.69% at Dock 79. In March, the ~~emergency measures expire at year end, we will not see any practical effect to~~first full month with rent increases, ~~until February 2022.~~the average rent increase on renewals were 2.75% and 5.60% respectively. Average occupancy has been strong for both buildings. Dock 79’s average occupancy for the last twelve months was 95.59%. To put that number in perspective, in 2020, there were only three weeks that ended with occupancy above 95.59%. In the first full year post stabilization, the Maren had an average annual occupancy of 94.92%.

~~We remain pleased with~~In our Asset Management Segment, overall occupancy and leasing increased quarter-to-quarter. Cranberry Run was 100% leased and occupied at quarter end versus 100% leased and 81% occupied at the ~~current direction~~end of ~~our asset management segment, particularly the industrial assets. 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~~2021. Our most recently completed spec buildings, ~~under construction at Hollander and intend to follow~~ a similar course of action. 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 inventorytwo-building project at Hollander Business ~~Park.~~Park, were 69.1% leased and 52.8% occupied at quarter end versus 29.1% leased at the end of 2021. Our other two properties (our home office in Maryland and Vulcan’s former Jacksonville office) remain essentially unchanged and fully leased. This increase in overall leasing and occupancy accounts for the increase in both total revenue and operating profit.

~~With~~Looking down the ~~consolidation~~pipe for the rest of the ~~Maren, refinancing both Riverfront projects,~~year, we have a number of exciting events on the horizon. 2022 will see the completion and the ~~unprecedented performance~~commencement of leasing activity of our remaining multifamily joint ventures (The Verge and .408 Jackson) and the home stretch of the ~~mining royalties segment, it has been an exciting first six months,~~road to ~~say the least. And yet the second half should prove no less eventful as we look to complete construction on~~stabilization for Bryant Street in DC and Riverside in Greenville. The addition of a new mining royalty property to a portfolio that had its best first quarter of revenue is a heady combination. Furthermore, we are excited to see what the rest of the year holds for Dock 79 and the ~~first~~Maren as they return to market rents on renewals when the District and the Anacostia area are coming out of the winter (literally and figuratively) and entering their peak season of weather and activity. We remain focused on converting our excess cash into new investments, but our fortress balance sheet remains a useful safety net in case the future does not turn out as rosy as it currently feels.

Finally, it is with a very heavy heart that we announce the death of our ~~two developments~~founder, Edward L’Engle Baker. He passed away quietly in ~~Greenville. Riverside~~his home at the age of 87, and it was perhaps the only thing he did quietly in ~~Greenville begins lease-up~~his entire life. This company was the brainchild of Ted Baker when he was running Florida Rock Industries and he served as its chairman from 1986-2015. It is a testament to a life well lived that both FRP Holdings and Patriot Transportation are footnotes in ~~August. The Chase, which~~his CV. He was a monumental figure in the aggregates industry as exemplified by his induction this year into the Pit and Quarry Hall of Fame. More importantly, he worked his entire life to help improve the educational institutions and the North Florida community that helped make him who he was, embodying Abraham Lincoln’s hope for his own life to be thought of as one who “always plucked a thistle and planted a flower where he thought a flower would grow.” Grief 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~~price we pay for love, and ~~our economy continue to open up,~~ we ~~have every reason to be optimistic regarding the long-term success of these projects. Our more than $170 million~~received a very large bill upon his passing. This Company is forever in ~~liquidity allows us that luxury of that optimism. We~~his debt and we will continue to ~~be opportunistic in repurchasing stock. During 2021, the Company repurchased 6,004 shares at an average cost~~work hard to honor this very small part of ~~$43.95 per share.~~his incredible legacy.

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
Six months ended 06/30/20 (in thousands)
Three months ended 03/31/22 (in thousands)
							Stabilized													Stabilized
	Asset						Joint		Mining		Unallocated		FRP		Asset					Joint			Mining		Unallocated		FRP
	Management			Development			Venture		Royalties		Corporate		Holdings		Management		Development			Venture			Royalties		Corporate		Holdings
	Segment			Segment			Segment		Segment		Expenses		Totals		Segment		Segment			Segment			Segment		Expenses		Totals
Income (loss) from continuing operations		(47	)		(739	)		622		4,162		1,478		5,476
Net Income (loss)																108		(1,541	)		(274	)		2,050		61		404
Income Tax Allocation		(18	)		(274	)		338		1,543		550		2,139		40		(572	)		(2	)		760		23		249
Income (loss) from continuing operations before income taxes		(65	)		(1,013	)		960		5,705		2,028		7,615
Income (loss) before income taxes																148		(2,113	)		(276	)		2,810		84		653

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		128		—			—			53		—		181
Gain on sale of real estate																—		—			—			733		—		733
Equity in gain of Joint Ventures																—		—			85			—		—		85
Interest income		—			2,048			—		—		2,053		4,101		—		803			—			—		95		898
Plus:
Unrealized rents		—			—			8		—		—		8		—		—			46			—		—		46
Equity in loss of Joint Venture		—			2,132			—		21		—		2,153
Equity in loss of Joint Ventures																—		1,677			—			12		—		1,689
Interest Expense		—			—			71		—		25		96		—		—			727			—		11		738
Depreciation/Amortization		392			107			2,369		100		—		2,968		234		45			2,564			55		—		2,898
Management Co. Indirect		235			900			96		133		—		1,364		92		490			85			107		—		774
Allocated Corporate Expenses		573			1,329			130		181		—		2,213		144		521			76			94		—		835

Net Operating Income (loss)		1,013			(470	)		3,466		4,307		—		8,316		490		(183	)		3,137			2,292		—		5,736

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

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 ~~June 30, 2021~~March 31, 2022 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 ~~June 30, 2021,~~March 31, 2022, 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 ~~June 30, 2021,~~March 31, 2022, 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 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,~~2021, 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)
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 —   $ —   —
(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 —   $ —   —   $ 9,363,000

February 1 through February 28 —   $ —   —   $ 9,363,000

March 1 through March 31 —   $ —   —   $ 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 ~~38.~~35.

3633

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:  ~~August~~May 16, ~~2021~~2022 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)
3734

FRP HOLDINGS, INC.
FORM 10-Q FOR THE THREE MONTHS ENDED ~~JUNE 30, 2021~~MARCH 31, 2022
EXHIBIT INDEX

(31)(a) Certification of John D. Baker II.
(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.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
104. Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

3835


	As of December 31, 2020										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	$	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
Unrealized rents & receivables		13		58		775		2		0		848
Deferred costs		162		85		405		2,810		235		3,697
Total Assets	$	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
Other liabilities		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
Capital - Third Parties		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

(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	%

(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	%

	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	%

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

						(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		—	$	—		—

		FRP Holdings, Inc.


Date: ~~August~~May 16, ~~2021~~2022	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)

(31)(a)	Certification of John D. Baker II.
(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.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
104.	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)