What changed in this filing

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Item 2. Properties

2022-03-30 compared with 2021-03-19 · 174 added, 151 removed, 33 unchanged (91% of the section changed)

The Company owns (predominately in fee simple

but also through ownership of interests in joint ventures) approximately 20,000 acres of land in Florida, Georgia, Maryland, Virginia,

South Carolina, and the District of Columbia.

The Company owns (predominately in fee simple but

also through ownership of interests in joint ventures) approximately 20,000 acres of land in Florida, Georgia, Maryland, Virginia, South

Carolina, and the District of Columbia.

This land is generally held by the Company in four distinct segments:

(i) Asset Management

Segment (land owned and operated as income producing rental properties in the form of commercial properties), (ii) Mining Royalty

Lands Segment (land owned and leased to mining companies for royalties or rents), (iii) Development Segment (land owned and held

for investment to be further developed for future income production or sales to third parties), and (iv) Stabilized Joint Venture

Segment (ownership, leasing and management of buildings through joint ventures).

(i) Asset Management Segment

(land owned and operated as income producing rental properties in the form of commercial properties), (ii) Mining Royalty Lands Segment

(land owned and leased to mining companies for royalties or rents), (iii) Development Segment (land owned and held for investment to be

further developed for future income production or sales to third parties), and (iv) Stabilized Joint Venture Segment (ownership, leasing

and management of buildings through joint ventures).

Asset Management Segment.

As of December 31,

31, 2020, the Asset Management Segment owned three commercial properties in fee simple as follows:

1) 34 Loveton Circle in suburban Baltimore

County, Maryland consists of one office building totaling 33,708 square feet which is 95.1% occupied (16% of the space is occupied

by the Company for use as our Baltimore headquarters).

2021, the Asset Management Segment owned 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.

3 unchanged sentences

on the property during 2018.

3) Cranberry Run Business Park in Hartford

County, Maryland consists of five office buildings totaling 268,010 square feet which are 87.6% occupied.

3) Cranberry Run Business Park in Hartford County,

Maryland consists of five office buildings totaling 267,737 square feet which are 81.0% occupied and 100.0% leased.

The property is subject

to commercial leases with various tenants.

On May 21, 2018, the Company completed the

disposition of 40 industrial warehouse properties and three additional land parcels to an affiliate of Blackstone Real Estate Partners

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 2021 and are 29.1% leased.

On May 21, 2018, the Company completed the disposition

of 40 industrial warehouse properties and three additional land parcels to an affiliate of Blackstone Real Estate Partners VIII, L.P.

for $347.2 million.

The Company sold an additional warehouse property, which was excluded from the initial sale due

to the tenant exercising its right of first refusal to purchase the property, to the same buyer for $11.7 million on June 28, 2019.

The warehouse portfolio sale resulted in the disposition of all of the Company’s industrial flex/office warehouse properties

prior to the sale date and constituted a major strategic shift and, as a result, these properties have been reclassified as discontinued

operations for all periods presented in the financial statements filed herewith.

Mining Royalty Lands Segment – Mining

The following table sets forth a summary of the mining royalty lands owned by the Company or its subsidiaries in

fee simple and estimated reserves at December 31, 2020.

These properties are subject to mining leases with various tenants, including

Vulcan Materials, Martin Marietta, Cemex, Argos, and The Concrete Company.

Tons Sold in Year Ended 12/31/2020

Tons of Estimated Reserves at 12/31/2020

The Company owns nine properties currently being

mined in Grandin, Fort Myers, Keuka, Newberry,

and Astatula, Florida;

Columbus, Macon, and

Tyrone, Georgia;

and Manassas, Virginia

comprising approximately 12,657 acres.

The Company owns four properties that are leased

for mining but are not currently being mined in

Marion County and Lake Louisa and Lake Sand in Lake County, Florida and Forest Park Georgia

comprising approximately 2,452 acres.

The Company sold an additional warehouse property, which was excluded from the initial sale due to the tenant exercising

its right of first refusal to purchase the property, to the same buyer for $11.7 million on June 28, 2019.

The warehouse portfolio sale

resulted in the disposition of all of the Company’s industrial flex/office warehouse properties prior to the sale date and constituted

a major strategic shift and, as a result, these properties have been reclassified as discontinued operations for all periods presented

in the financial statements filed herewith.

Mining Royalty Lands Segment.

Introduction.

Pursuant to amendments to Regulation S-K of the Securities

Act of 1933 (“Regulation S-K”) adopted by the Securities and Exchange Commission in 2018, effective for fiscal years beginning

on or after January 1, 2021, registrants with material mining operations must disclose certain information in their Securities and Exchange

Act filings concerning mineral resources and mineral reserves, in accordance with to Subpart 1300 of Regulation S-K.

This section of

Item 2 provides summary information about our overall portfolio of mining royalty properties.

Our mining leases do not require tenants to furnish

technical report summaries that meet the requirements of Rule 1302, and the Company does not otherwise have access to the technical data

required to determine precise amounts of each class of mineral resource or probable or proven resources.

In accordance with Rule 1303(a)(3),

the Company is providing all required information in its possession or which it

can obtain without incurring an unreasonable burden or expense.

The Company periodically engages consultants to examine reserve estimates

and geological studies conducted by tenants and their industry professionals.

The following map presents

the locations of the Company’s mining properties, which are discussed by segment (as reported in the Company’s financial statements)

Mining Properties .

T he Company owns

a fee simple interest in 13 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately 15,000

The Company’s quarries are subject to mining leases with various tenants, including Vulcan Materials, Martin Marietta,

Cemex, Argos, and The Concrete Company.

Aggregates consist of crushed stone, sand, gravel, fill dirt, limestone and calcium and are used

primarily in construction applications.

Nine of the Company’s quarries (located in Grandin,

FL, Fort Myers, FL, Keuka, FL, Newberry, FL, Astatula, FL, Columbus, GA, Macon, GA, Tyrone, GA, and Manassas, VA;

comprising 12,649 acres

in the aggregate) are currently being mined, and four of the Company’s quarries (located in Marion County, FL, Lake Louisa, FL,

and Lake Sand, FL and Forest Park, GA;

comprising 2,452 acres in the aggregate) are leased but are not currently being mined.

mining lease requires the tenant to pay the Company a royalty based on the number of tons of mined materials sold from our mining property

during a given fiscal year multiplied by a percentage of the average annual sales price per ton sold.

In certain locations, typically

where the reserves on the property have been depleted but the tenant still has a need for the leased land, we collect a minimum annual

rental amount.

In the fiscal years ended December 31, 2021, 2020 and 2019, aggregate tons sold with respect to the Company’s mining

properties were approximately 7,575,000, 8,206,000 and 7,815,000, respectively.

In May 2014, the Company entered into an amendment

to our lease with Vulcan for our Fort Myers location requiring that the mining be accelerated and that the mining plan be conformed

to accommodate the future construction of up to 105 residential dwelling units around the mined lakes.

to our lease with Vulcan for our Fort Myers location requiring that the mining be accelerated and that the mining plan be conformed to

accommodate the future construction of up to 105 residential dwelling units around the mined lakes.

In return, the Company granted

Lee County an option to purchase a right of way for a connector road that would benefit the residential area

on our property and to place a conservation

easement on part of the property, which the County exercised in 2020.

County an option to purchase a right of way for a connector road that would benefit the residential area on our property and to place

a conservation easement on part of the property, which the County exercised in 2020.

Mining activity commenced in 2017 following Lee County’s

issuance of a mine operating permit allowing Vulcan to begin production.

In November 2017, Lake County commissioners

voted to approve a permit to Cemex to mine the Company’s land in Lake Louisa, Florida.

In November 2017, Lake County commissioners voted

to approve a permit to Cemex to mine the Company’s land in Lake Louisa, Florida.

The county issued the permit in July 2019.

After completing the work necessary to prepare this site to become an active sand mine, Cemex expects to begin mining by

the end of 2021.

Mining Royalty Lands Segment - Brooksville

Joint Venture.

In 2006, a subsidiary of the Company entered into a joint venture agreement with Vulcan Materials Company to

jointly own and develop approximately 4,280 acres of land near Brooksville, Florida as a mixed-use community.

In April 2011, the

Florida Department of Community Affairs issued its final order approving the development of the project consisting of 5,800 residential

dwelling units and over 600,000 square feet of commercial and 850,000 of light industrial uses.

Zoning for the project was approved

by the County in August 2012.

Vulcan Materials still mines on the property and the Company receives 100% of the royalty on all

tons sold at the Brooksville property.

In 2020, 285,000 tons were sold, and estimated reserves were 4,326,000 as of December 31,

During 2017, the Company extended the mining lease on this property for an additional ten years (through 2032) in exchange

for an increase in production of 100,000 tons by December 31, 2023.

Mining Royalty Lands Segment - Other Properties .

The segment also owns an additional 160 acres of investment property in Brooksville, Florida.

Development Segment – Warehouse/Office

At December 31, 2020 this segment owned the

following future development parcels:

1) 25 acres of horizontally developed land capable of supporting 226,750 square feet of warehouse,

office, and flex buildings at Hollander 95 Business Park in Baltimore City, Maryland.

2) 55 acres of land that will be capable of supporting over 625,000 square feet of industrial product

located at 1001 Old Philadelphia Road in Aberdeen, Maryland.

Development Segment – Land Held for

Investment or Sale.

At December 31, 2020, this segment owned the

following development parcels:

completing the work necessary to prepare this site to become an active sand mine, Cemex expects to begin mining by March 2023.

Brooksville Joint Venture.

Additionally,

through a joint venture with Vulcan Materials, the Company owns a 50% interest in 4,280 acres of mixed-use property in Brooksville, Florida,

a portion of which comprises an aggregates quarry that is mined by Vulcan Materials.

The Company entered into the joint venture in 2006

for the purpose of jointly owning and developing the land as a mixed-use community.

In April 2011, the Florida Department of Community

Affairs issued its final order approving the development of the project consisting of 5,800 residential dwelling units and over 600,000

square feet of commercial and 850,000 of light industrial uses.

Zoning for the project was approved by the County in August 2012.

Materials still mines on the property and the Company receives 100% of the royalty on all tons sold at the Brooksville property.

2017, the Company extended the mining lease on this property for an additional ten years (through 2032) in exchange for an increase in

production of 100,000 tons by December 31, 2023.

In the fiscal years ended December 31, 2021, 2020, and 2019, aggregate tons sold were

approximately 280,000, 285,000 and 295,000, respectively.

Other Properties.

The Company also owns

an additional 107 acres of investment property in Brooksville, Florida.

Development Segment – Warehouse/Office Land.

At December 31, 2021, this segment owned the following

future development parcels:

1) 6 acres of horizontally developed land with 101,750 square feet in one industrial building under construction

at Hollander 95 Business Park in Baltimore City, Maryland.

2) 55 acres of land that will be capable of supporting over 625,000 square feet of industrial product located

at 1001 Old Philadelphia Road in Aberdeen, Maryland.

3) 17 acres of land in Harford County, Maryland that will support 250,000 square feet of industrial development.

Development Segment – Land Held for Investment

At December 31, 2021, this segment owned the following

development parcels:

1) Riverfront on the Anacostia:

The RiverFront on the Anacostia property is a 5.8-acre parcel of real

estate in Washington, D.C.

The Riverfront on the Anacostia property is a 5.8-acre parcel of real estate

in Washington, D.C.

that fronts the Anacostia River and is adjacent to the Washington Nationals Baseball Park.

Planned Unit Development (PUD) plan was approved in 2012 and permits the Company to develop, in four phases, a four-building, mixed-use

project, containing approximately 1,161,050 square feet.

The approved development includes numerous publicly accessible open spaces

and a waterfront esplanade along the Anacostia River.

The first phase (now known as Dock 79), which was completed through a joint

venture with MRP Realty and which consisted of a single building with residential and retail uses, became our fourth business segment

in July 2017, now known as the Stabilized Joint Venture Segment.

Construction began on the second phase (now known as the Maren)

in April 2018.

This project, like Dock 79, consists of a single building with residential and retail uses, and it received its

certificate of occupancy in September 2020.

The final two phases, Phase 3 and Phase 4 remain under a first-stage PUD approval expiring

April 5, 2023, permitting 599,545 square feet of development.

A revised Planned Unit

Development (PUD) plan was approved in 2012 and permits the Company to develop, in four phases, a four-building, mixed-use project, containing

approximately 1,161,050 square feet.

The approved development includes numerous publicly accessible open spaces and a waterfront esplanade

along the Anacostia River.

The first phase (now known as Dock 79), which was completed through a joint venture with MRP Realty, and which

consisted of a single building with residential and retail uses, became our fourth business segment in July 2017, now known as the Stabilized

Joint Venture Segment.

The second phase (now known as The Maren), also completed through a joint venture with MRP Realty and consists

of a single building with residential and retail uses, was added to the Stabilized Joint Venture Segment effective March 31, 2021.

final two phases, Phase 3 and Phase 4 remain under a first-stage PUD approval expiring April 5, 2023, permitting 599,545

square feet of development.

2) Hampstead Trade Center:

The Hampstead Trade Center property in Hampstead, Carroll County, Maryland

is a 118-acre parcel located adjacent to the State Route 30 bypass.

The parcel was previously zoned for industrial use, but our

request for rezoning for residential use was approved in December 2018.

Management believes this to be a higher and better use

of the property.

We are fully engaged in the formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead

The Hampstead Trade Center property in Hampstead, Carroll County, Maryland is

a 118-acre parcel located adjacent to the State Route 30 bypass.

The parcel was previously zoned for industrial use, but our request for

rezoning for residential use was approved in December 2018.

Management believes this to be a higher and better use of the property.

are fully engaged in the formal process of seeking PUD entitlements for this tract, which is now known as “Hampstead Overlook”.

3) Bryant Street:

On December 24, 2018 the Company and MRP Realty formed four partnerships to purchase

and develop approximately five acres of land at 500 Rhode Island Ave NE, Washington, D.C.

This property is the first phase of the

Bryant Street Master Plan.

The property is located in an Opportunity Zone, which provides tax benefits in the new communities development

program as established by Congress in the Tax Cuts and Jobs Act of 2017.

This first phase is a mixed-use development which supports

487 residential units and 85,681 square feet of first floor and stand-alone retail on approximately five acres of the roughly 12-acre

On December 24, 2018 the Company and MRP Realty formed four partnerships to purchase and

develop approximately five acres of land at 500 Rhode Island Ave NE, Washington, D.C.

This property is the first phase of the Bryant Street

The property is located in an Opportunity Zone, which provides tax benefits in the new communities development program as

established by Congress in the Tax Cuts and Jobs Act of 2017.

This first phase is a mixed-use development which supports 487 residential

units and 91,661 square feet of first floor and stand-alone retail on approximately five acres of the roughly 12-acre site.

is complete and leasing efforts are under way.

4) 1800 Half Street:

On December 20, 2019 the Company and MRP formed a joint venture to acquire and

develop a mixed-use project located at 1800 Half Street, Washington, D.C.

This property is located in the Buzzard Point area of

Washington, DC, less than half a mile downriver from Dock 79 and the Maren.

It lies directly between our two acres on the Anacostia

currently under lease by Vulcan and Audi Field, the home stadium of the DC United.

The project is located in an Opportunity Zone,

which provides tax benefits in the new communities’ development program as established by Congress in the Tax Cuts and Jobs

On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop

a mixed-use project located at 1800 Half Street, Washington, D.C.

This property is located in the Buzzard Point area of Washington, DC,

less than half a mile downriver from Dock 79 and the Maren.

It lies directly between our two acres on the Anacostia currently under lease

by Vulcan and Audi Field, the home stadium of the DC United.

The project is located in an Opportunity Zone, which provides tax benefits

in the new communities’ development program as established by Congress in the Tax Cuts and Jobs Act of 2017.

The ten-story structure

will have 344 apartments and 11,246 square feet of ground floor retail.

5) Square 664E:

The Company’s Square 664E property is approximately two acres situated on the

Anacostia River at the base of South Capitol Street less than half a mile down river from our RiverFront on the Anacostia property.

This property is currently under lease to Vulcan Materials for use as a concrete batch plant.

The initial term of the lease terminates

on August 31, 2021, and Vulcan has exercised its option to renew for one additional period of five years.

In March 2017, reconstruction

of the bulkhead was completed at a cost of $4.2 million in anticipation of future high-rise development.

The Company’s Square 664E property is approximately two acres situated on the Anacostia

River at the base of South Capitol Street less than half a mile down river from our Riverfront on the Anacostia property.

This property

is currently under lease to Vulcan Materials for use as a concrete batch plant through 2026.

In March 2017, reconstruction of the bulkhead

was completed at a cost of $4.2 million in anticipation of future high-rise development.

6) .408 Jackson:

In December 2019, the Company entered into a joint venture with a new partner, Woodfield

Development, for the acquisition and development of a mixed-use project known as “.408 Jackson” in Greenville, South

Development, for the acquisition and development of a mixed-use project known as “.408 Jackson” in Greenville, South Carolina.

Woodfield specializes in Class-A multi-family, mixed use developments primarily in the Carolinas and DC.

is located across the street from Greenville’s minor league baseball stadium and will hold 227 multi-family units and 4,700

square feet of retail space.

It is located in an Opportunity Zone, which provides tax benefits in the new communities’ development

program as established by Congress in the Tax Cuts and Jobs Act of 2017.

The project is located across

the street from Greenville’s minor league baseball stadium and will hold 227 multi-family units and 4,539 square feet of retail

It is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established

by Congress in the Tax Cuts and Jobs Act of 2017.

7) Riverside:

In December 2019, the Company entered into a joint venture with Woodfield Development

for the acquisition and development of a 200-unit multi-family apartment project located at 1430 Hampton Avenue, Greenville, South

The project is located in an Opportunity Zone, which provides tax benefits in the new communities’ development

program as established by Congress in the Tax Cuts and Jobs Act of 2017.

In December 2019, the Company entered into a joint venture with Woodfield Development for the

acquisition and development of a 200-unit multi-family apartment project located at 1430 Hampton Avenue, Greenville, South Carolina.

project is located in an Opportunity Zone, which provides tax benefits in the new communities’ development program as established

by Congress in the Tax Cuts and Jobs Act of 2017.

8) Windlass Run:

In March 2016, the Company entered into an agreement with St.

Johns Properties Inc.,

a Baltimore development company, to jointly develop the remaining lands of our Windlass Run Business Park, located in Middle River,

Maryland, into a multi-building business park consisting of approximately 329,000 square feet of single-story office space.

project will take place in several phases, with construction of the first phase, which includes two office buildings and two retail

buildings totaling 100,030-square-feet (inclusive of 27,950 retail), commenced in the fourth quarter of 2017 and was completed

in January 2019.

At December 31, 2020 Phase I was 46.7% leased and 44.3% occupied, the subsequent phases will follow as each phase

is stabilized.

Johns Properties Inc., a Baltimore

development company, to jointly develop the remaining lands of our Windlass Run Business Park, located in Middle River, Maryland, into

a multi-building business park consisting of approximately 329,000 square feet of single-story office space.

The project will take place

in several phases, with construction of the first phase, which includes two office buildings and two retail buildings totaling 100,030-square-feet

(inclusive of 27,950 retail), commenced in the fourth quarter of 2017 and was completed in January 2019.

At December 31, 2021 Phase I

was 48.0% leased and 46.7% occupied, the subsequent phases will follow as each phase is stabilized.

Stabilized Joint Venture Segment.

We renamed this segment from RiverFront on

the Anacostia to the Stabilized Joint Venture Segment as we intend to transfer additional joint ventures from our Development Segment

into this segment as they reach stabilization.

At December 31, 2020, this segment owned the

following stabilized joint ventures:

Dock 79 (Phase I of the Riverfront on the Anacostia development) is a 305-unit residential

apartment building with approximately 18,000 square feet of first floor retail space.

The property is situated on approximately

2.1 acres of land located on Potomac Avenue in Washington, DC, across the street from the Nationals Park.

At December 31, 2021, this segment owned the following

stabilized joint ventures:

Dock 79 (Phase I of the Riverfront on the Anacostia development) is a 305-unit residential apartment

building with approximately 14,430 square feet of first floor retail space.

The property is situated on approximately 2.1 acres of land

located on Potomac Avenue in Washington, DC, across the street from the Nationals Park.

2) The Maren:

The Maren (Phase II of the Riverfront on the Anacostia development) is a 264-unit residential

apartment building with 6,758 square feet of retail space.

3) DST Hickory Creek:

1 unchanged sentence

into a Delaware Statutory Trust (DST) known as CS1031 Hickory Creek DST.

The DST owns a 294-unit garden-style apartment community

located in Henrico County, Virginia known as Hickory Creek, which consists of 19 three-story apartment buildings containing 273,940

rentable square feet.

The DST owns a 294-unit garden-style apartment community located

in Henrico County, Virginia known as Hickory Creek, which consists of 19 three-story apartment buildings containing 273,940 rentable square

Hickory Creek was constructed in 1984 and substantially renovated in 2016.

The Company is 26.649% beneficial

owner and receives monthly distributions.

The Company is 26.649% beneficial owner and receives

monthly distributions.

LEGAL PROCEEDINGS.

MINE SAFETY DISCLOSURES.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties