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Item 2. Properties

2024-03-26 compared with 2023-03-23 · 88 added, 81 removed, 121 unchanged (58% of the section changed)

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Carolina, and the District of Columbia.

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

(i) Asset Management Segment

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

(i) Industrial and Commercial 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.

further developed for future income production or sales to third parties), and (iv) Multifamily Segment (ownership, leasing and management

of buildings through joint ventures).

Industrial and Commercial Segment.

As of December

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

31, 2023, the Industrial and Commercial Segment includes nine buildings at four commercial properties owned by the Company in fee simple

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).

MD consists of one office building totaling 33,708 square feet which is 90.8% 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.

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 267,737 square feet which are 100% leased and occupied.

FL 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 Harford County,

MD consists of five industrial buildings totaling 267,737 square feet which are 92.1% 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 100.0% leased and 45.4%

4) Hollander 95 Business Park in Baltimore City, MD

consists of three industrial buildings totaling 247,340 square feet that are 100.0% leased and 100.0% occupied

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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The Company periodically engages consultants to examine

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

remaining sand and stone deposit estimates and geological studies conducted by tenants and their industry professionals.

The following map presents

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

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.

The Company’s quarries are subject to mining leases with Vulcan Materials, Martin Marietta, Cemex, Argos, and The Concrete

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,

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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.

Our 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 sand and stone

deposits 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, 2023, 2022 and 2021, aggregate tons sold with respect to the Company’s mining properties

were approximately 9,569,000, 9,525,000 and 7,575,000, respectively.

In May 2014, the Company entered into an amendment

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The county issued the permit in July 2019.

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

expects to begin mining in late 2024 after completing the work necessary to prepare this site to become an active sand mine.

Brooksville Joint Venture.

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an additional 36 acres of investment property in Brooksville, Florida.

Development Segment – Warehouse/Office Land.

Development Segment – Industrial and Commercial

At December 31, 2023, this segment owned the following

future development parcels:

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.

1) 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 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 1001 Old Philadelphia Road in Aberdeen, MD.

2) 17 acres of land in Harford County, MD with a 259,200 square foot speculative warehouse project on Chelsea

Road under construction due to be complete in the third quarter of 2024.

3) 170 acres of land in Cecil County, MD that can accommodate 900,000 square feet of industrial development.

Development Segment – Land Held for Development

At December 31, 2023, this segment was invested in

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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

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.

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 Multifamily

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 Multifamily Segment effective March 31, 2021.

The final two phases, Phase 3 and Phase

4 remain under a first-stage PUD approval expiring March 30, 2025, permitting 571,671 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.

The Hampstead Trade Center property in Carroll County, MD 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”.

We are fully engaged in the

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

3) Bryant Street:

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units and 91,607 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.

is complete and leasing efforts are nearing completion.

4) The Verge:

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

Construction is complete and leasing is under way.

Construction is complete and leasing is nearing completion.

5) Square 664E:

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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 Carolina.

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

The project is located across

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.

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

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

Woodfield specializes in

Class-A multifamily, mixed-use developments primarily in the Carolinas and DC.

The project is located across the street from Greenville’s

minor league baseball stadium and holds 227 multifamily 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

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.

Leasing began in the fourth quarter of 2022 with residential

units 95.2% leased and 93.4% occupied at quarter end.

Retail at this location is 100% leased.

The Company owns 40% of the development.

7) Windlass Run:

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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, 2022 Phase I

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

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

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, 2023 Phase I was 73.4% leased

and 62.8% 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

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or exit at that point.

Stabilized Joint Venture Segment.

9) Buzzard Point:

In November 2022, the Company entered into a contribution

agreement with MRP and Steuart Investment Company (SIC) regarding potential development of an estimated 1,200 multifamily units in four

phases on land owned by SIC.

The Company entered into a separate agreement with MRP to perform pre-development obligations for the contribution

The company owns 50% of the partnership with MRP .

In August 2023, the Company entered into an agreement with Woodfield

Development for the acquisition and development of a mixed-use project known as “Woven” in Greenville, SC, to consist

of an estimated 214 multifamily units and 10,000 square feet of retail space.

The joint venture is in the pre-development and pre-closing

phase in pursuit of vertical construction closing conditions.

The Company owns 50% at this time with final ownership to be determined

based upon contributions by the partners, land contributors, and other investors.

Multifamily Segment.

At December 31, 2023, this segment was invested in

the following stabilized joint ventures:

the following stabilized multifamily joint ventures:

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

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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.

apartment building with 6,811 square feet of retail space located on Potomac Avenue in Washington, DC, across the street from the Nationals

3) Riverside:

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

which includes a 200-unit residential apartment building.

Riverside Joint Venture in Greenville, SC is a joint venture with Woodfield Development which

includes a 200-unit residential apartment building.

The Company owns 40% of the venture.

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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