What changed in this filing

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Item 2. Properties

2023-03-23 compared with 2022-03-30 · 78 added, 83 removed, 124 unchanged (56% of the section changed)

10 unchanged sentences

As of December 31,

2021, the Asset Management Segment owned four commercial properties in fee simple as follows:

2022, the Asset Management Segment includes eight buildings at four commercial properties owned by the Company in fee simple as follows:

1) 34 Loveton Circle in suburban Baltimore County,

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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.

Maryland consists of five office buildings totaling 267,737 square feet which are 100% leased and 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 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.

consists of two buildings totaling 145,590 square feet that were completed in the fourth quarter of 2021 and are 100.0% leased and 45.4%

Mining Royalty Lands Segment.

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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.

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

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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 Company is providing all required information in its possession or which it can obtain without incurring an unreasonable burden or

The Company periodically engages consultants to examine

reserve estimates and geological studies conducted by tenants and their industry professionals.

The following map presents

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Mining Properties .

T he Company owns

The Company owns

a fee simple interest in 14 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately 16,650

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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.

totaling 13,876 acres)

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

Sand, FL and Forest Park, GA;

totaling 2,778 acres) are leased but are not currently being mined.

typical 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, 2022, 2021 and 2020, aggregate tons sold with respect to the Company’s mining properties were approximately 9,525,000, 7,575,000

and 8,206,000, respectively.

In May 2014, the Company entered into an amendment

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

In return, the Company granted

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

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The county issued the permit in July 2019.

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

expects to begin mining after completing the work necessary to prepare this site to become an active sand mine.

Brooksville Joint Venture.

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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.

a portion of which comprises a ground calcium mine that is mined by Vulcan Materials.

The Company entered into the joint venture in 2006

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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.

fiscal years ended December 31, 2022, 2021, and 2020, aggregate tons sold were approximately 244,000, 280,000 and 285,000, respectively.

Other Properties.

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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.

1) Six acres of horizontally developed land at Hollander Business Park in Baltimore City, Maryland with one

101,750 square feet industrial build-to-suit awaiting final certificate of occupancy.

2) 54 acres of land that will be capable of supporting over 690,000 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.

3) 17 acres of land in Harford County, Maryland that can accommodate 259,000 square feet of industrial development.

4) 170 acres of land in Cecil County, Maryland that can accommodate 900,000 square feet of industrial development.

Development Segment – Land Held for Investment

At December 31, 2021, this segment owned the following

development parcels:

At December 31, 2022, this segment was invested in

the following development parcels:

1) Riverfront on the Anacostia:

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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

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

The final two phases, Phase 3 and Phase 4 remain under a first-stage PUD approval expiring April 5, 2023, permitting 500,000

square feet of development.

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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 Act of 2017.

The ten-story structure

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

4) The Verge:

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 eleven-story structure has

344 apartments and 8,536 square feet of ground floor retail.

Construction is complete and leasing is under way.

5) Square 664E:

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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 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.

the street from Greenville’s minor league baseball stadium and holds 227 multi-family units and 4,539 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 temporary certificate of occupancy was received in December 2022.

Leasing began in

the fourth quarter of 2022 with residential units 21.6% leased and 4.9% occupied at quarter end.

Retail at this location is 100%.

Company owns 40% of the development.

7) Windlass Run:

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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

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.

1 unchanged sentence

was 50.7% leased and 48.0% occupied, the subsequent phases will follow as each phase is stabilized.

In August 2022, the Company invested $3.6 million for a minority interest in a joint venture with

Woodfield Development to purchase and develop 46 acres in Estero, FL into a mixed-use project with 554 multifamily units, 72,000 square

feet of commercial space, 41,000 square feet of office space and a boutique 170-key hotel.

While the joint venture attempts to rezone

the property, the Company will receive a preferred return of 8% with an option to roll its investment into equity in the vertical development

or exit at that point.

Stabilized Joint Venture Segment.

At December 31, 2021, this segment owned the following

stabilized joint ventures:

At December 31, 2022, this segment was invested in

the following stabilized joint ventures:

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

5 unchanged sentences

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

3) DST Hickory Creek:

In July 2019, the Company completed a like-kind exchange by reinvesting $6,000,000

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

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

The Company is 26.649% beneficial owner and receives

monthly distributions.

3) Riverside:

Riverside Joint Venture in Greenville South Carolina is a joint venture with Woodfield Development

which includes a 200-unit residential apartment building.

The Company owns 40% of the venture.

LEGAL PROCEEDINGS.

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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