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Item 2. Properties

2025-03-18 compared with 2024-03-26 · 86 added, 183 removed, 26 unchanged (91% of the section changed)

The Company owns (predominately in fee simple but

also through ownership of interests in joint ventures) approximately 21,000 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 21,500 acres of land in Florida, Georgia, Maryland, Virginia, South Carolina, and the District of Columbia.

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) Multifamily Segment (ownership, leasing and management

of buildings through joint ventures).

(i) Industrial and Commercial Segment (land owned and operated as income producing rental 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) Multifamily Segment (ownership, leasing and management of apartment buildings through joint ventures).

Industrial and Commercial Segment.

As of December

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,

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).

As of December 31, 2024, the Industrial and Commercial Segment includes nine buildings at four commercial properties owned by the Company in fee simple as follows:

1) 34 Loveton Circle in suburban Baltimore County, 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,

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, MD

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

21 st Street in Duval County, 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, MD consists of three industrial buildings totaling 247,340 square feet that are 100.0% leased and 100.0% occupied

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

The Company periodically engages consultants to examine

remaining sand and stone deposit 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)

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 remaining sand and stone deposit 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 as a segment (as reported in the Company’s financial statements) below:

Mining Properties .

The Company owns

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

The Company owns a fee simple interest in 14 open pit aggregates quarries located in Florida, Georgia and Virginia, which comprise approximately 16,648 total acres.

The Company’s quarries are subject to mining leases with 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;

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;

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;

totaling 13,870 acres) are currently being mined, and five of the Company’s quarries (located in Marion County, FL, Lake Louisa, FL, Astatula, FL, Lake Sand, FL and Forest Park, GA;

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

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

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.

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.

The county issued the permit in July 2019.

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

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, 2024, 2023 and 2022, aggregate tons sold with respect to the Company’s mining properties were approximately 9,351,000, 9,569,000 and 9,525,000, respectively.

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 a ground calcium mine 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.

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 a ground calcium mine 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 square feet 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.

fiscal years ended December 31, 2023, 2022, and 2021, aggregate tons sold were approximately 259,000, 244,000 and 280,000, respectively.

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

In the fiscal years ended December 31, 2024, 2023, and 2022, aggregate tons sold were approximately 203,000, 239,000 and 228,000, respectively.

Other Properties.

The Company also owns

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

Development Segment – Industrial and Commercial

At December 31, 2023, this segment owned the following

future development parcels:

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, 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

the following development parcels:

The Company also owns an additional 36 acres of investment property in Brooksville, Florida.

Development Segment – Industrial and Commercial Land.

At December 31, 2024, this segment owned the following future development parcels:

1) 54 acres of land that will be capable of supporting 635,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, MD (Crouse land adjacent to Cranberry Business Park).

2) 17 acres of land in Harford County, MD with a 258,000 square foot speculative warehouse project on Chelsea Road under construction due to be complete in the second quarter of 2025.

3) 170 acres of land located at 765 Mechanics Valley Road in Cecil County, MD that can accommodate 900,000 square feet of industrial development.

Development Segment – Land Held for Development or Sale.

At December 31, 2024, this segment was invested in 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.

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 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.

A revised Planned Unit Development (PUD) plan was approved in 2012 and permitted 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), was completed through a joint venture with MRP Realty (MRP), and consisted of a single building with residential and retail uses.

Upon stabilization in July 2017, this building was the first in our fourth business segment now known as the Multifamily Segment.

The second phase (The Maren), also completed through a joint venture with MRP, consists of a single building with residential and retail uses, and 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 April 5, 2025, permitting 599,545 square feet of hotel and office development with first floor retail.

FRP is in the process of modifying, amending, and extending the existing PUD to allow for residential development with first floor retail.

2) Hampstead Trade Center:

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.

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.

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:

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 91,607 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 nearing completion.

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 nearing completion.

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

3) 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 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 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 95.2% leased and 93.4% occupied at quarter end.

Retail at this location is 100% leased.

The Company owns 40% of the 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 and adjacent to our Verge project.

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.

4) 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, MD, into a multi-building

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

Johns Properties Inc., a Baltimore 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 and retail 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

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.

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, 2024 Phase I was 78.6% leased and occupied, the subsequent phases will follow as each phase is stabilized.

In 2024, the partnership agreed to spend up to $1.0 million dollars to amend and modify 218,620 square feet of office and retail development for 153 for rent residential units, up to four (4) one-acre retail lots for ground lease opportunities, and maintain the flexibility to construct a single-story office building totaling 21,760 square feet.

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 596 multifamily units, 60,000 square feet of commercial space, 20,000 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.

Vertical construction is expected to commence in 2025.

6) 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

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 agreement.

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.

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.

Vertical construction is expected to commence in 2025.

We entered into two new joint venture agreements in early 2024 with Altman Logistics Properties (formerly doing business as BBX Logistics).

The first joint venture is a 200,000 square-foot warehouse development project in Lakeland, FL, and the second joint venture is a 182,000 square-foot warehouse redevelopment project in Broward County, FL.

We anticipate construction to start on both projects in the second quarter of 2025.

Multifamily Segment.

At December 31, 2023, this segment was invested in

the following stabilized multifamily 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.

At December 31, 2024, this segment was invested in the following stabilized multifamily 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 6,811 square feet of retail space located on Potomac Avenue in Washington, DC, across the street from the Nationals

The Maren (Phase II of the Riverfront on the Anacostia development) is a 264-unit residential apartment building with 6,811 square feet of retail space located on Potomac Avenue in Washington, DC, across the street from the Nationals Park

3) Riverside:

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.

Riverside Joint Venture in Greenville, SC is a joint venture with Woodfield Development which includes a 200-unit residential apartment building.

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.

4) 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.

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.

Construction was completed in 2021 on this mixed-use development consisting of 487 residential units and 91,520 square feet of first floor and stand-alone retail space.

5) 408 Jackson:

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 in an Opportunity Zone across the street from Greenville’s minor league baseball stadium and consists of 227 multifamily units and 4,539 square feet of retail space.

6) The Verge:

On December 20, 2019 the Company and MRP formed a joint venture to acquire and develop a mixed-use project located in an Opportunity Zone 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 Audi Field, the home stadium of the DC United and our two acres (664E) on the Anacostia river currently under lease by Vulcan.

The eleven-story structure has 344 apartments and 8,536 square feet of ground floor retail and is located in an Opportunity Zone.

LEGAL PROCEEDINGS.

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What changed 10-K

Item 2. Properties