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, ~~2020~~2021

[ ]_]

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~~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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes [x] No [_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_]		Accelerated filer [_]
Non-accelerated filer [x]		Smaller reporting company ~~[x]~~[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 ~~July 31, 2020~~August 11, 2021
	Common Stock, $.10 par value per share				~~9,548,308~~9,411,028 shares

FRP HOLDINGS, INC.

FORM 10-Q

QUARTER ENDED JUNE 30, ~~2020~~2021

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	2120

Item 3.	Quantitative and Qualitative Disclosures about Market Risks	3735

Item 4.	Controls and Procedures	3835

	Part II. Other Information

Item 1A.	Risk Factors	3935

Item 2.	Purchase of Equity Securities by the Issuer	4036

Item 6.	Exhibits	4036

Signatures		4137

Exhibit 31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	4339

Exhibit 32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	4642

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,” “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-Q~~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 ~~Richmond, Virginia;~~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 December 31
Assets: 2020 2019
Real estate investments at cost:
Land $ 81,679 84,383
Buildings and improvements 147,819 147,019
Projects under construction 888 1,056
     Total investments in properties 230,386 232,458
Less accumulated depreciation and depletion 32,634 30,271
     Net investments in properties 197,752 202,187

Real estate held for investment, at cost 8,788 8,380
Investments in joint ventures 159,779 160,452
     Net real estate investments 366,319 371,019

Cash and cash equivalents 30,742 26,607
Cash held in escrow 3,739 186
Accounts receivable, net 1,323 546
Investments available for sale at fair value 130,058 137,867
Unrealized rents 657 554
Deferred costs 791 890
Other assets 488 479
Total assets $ 534,117 538,148

Liabilities:
Secured notes payable $ 88,993 88,925
Accounts payable and accrued liabilities 2,155 2,431
Other liabilities 1,886 1,978
Deferred revenue 627 790
Federal and state income taxes payable 2,651 504
Deferred income taxes 50,212 50,111
Deferred compensation 1,430 1,436
Tenant security deposits 362 328
    Total liabilities 148,316 146,503

Commitments and contingencies

Equity:
Common stock, $.10 par value
25,000,000 shares authorized,
9,563,144 and 9,817,429 shares issued
and outstanding, respectively
956 982
Capital in excess of par value 57,107 57,705
Retained earnings 310,486 315,278
Accumulated other comprehensive income, net 1,194 923
     Total shareholders’ equity 369,743 374,888
Noncontrolling interest MRP 16,058 16,757
     Total equity 385,801 391,645
Total liabilities and shareholders’ equity $ 534,117 538,148


	June 30, 2021		December 31, 2020
Assets:
Real estate investments at cost:
Land	$	121,057		91,744
Buildings and improvements		255,646		141,241
Projects under construction		11,378		4,879
Total investments in properties		388,081		237,864
Less accumulated depreciation and depletion		41,971		34,724
Net investments in properties		346,110		203,140

Real estate held for investment, at cost		9,429		9,151
Investments in joint ventures		144,938		167,071
Net real estate investments		500,477		379,362

Cash and cash equivalents		138,154		73,909
Cash held in escrow		684		196
Accounts receivable, net		1,076		923
Investments available for sale at fair value		32,129		75,609
Federal and state income taxes receivable		3,681		4,621
Unrealized rents		445		531
Deferred costs		4,092		707
Other assets		514		502
Total assets	$	681,252		536,360

Liabilities:
Secured notes payable	$	178,334		89,964
Accounts payable and accrued liabilities		4,976		3,635
Other liabilities		1,886		1,886
Deferred revenue		461		542
Deferred income taxes		65,379		56,106
Deferred compensation		1,245		1,242
Tenant security deposits		686		332
Total liabilities		252,967		153,707

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
Capital in excess of par value		57,360		56,279
Retained earnings		337,992		309,764
Accumulated other comprehensive income, net		268		675
Total shareholders’ equity		396,561		367,654
Noncontrolling interest MRP		31,724		14,999
Total equity		428,285		382,653
Total liabilities and shareholders’ equity	$	681,252		536,360

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
JUNE 30, JUNE 30,
2020 2019 2020 2019
Revenues:
     Lease revenue $ 3,447 3,730 7,045 7,215
     Mining lands lease revenue 2,402 2,633 4,587 4,862
Total Revenues 5,849 6,363 11,632 12,077

Cost of operations:
     Depreciation, depletion and amortization 1,500 1,472 2,968 2,959
     Operating expenses 781 910 1,706 1,792
     Property taxes 646 713 1,383 1,466
     Management company indirect 692 610 1,364 1,202
     Corporate expenses 1,026 551 2,213 1,196
Total cost of operations 4,645 4,256 9,634 8,615

Total operating profit 1,204 2,107 1,998 3,462

Net investment income, including realized gains of $134, $328, $242 and $447, respectively 2,110 1,984 4,101 3,794
Interest expense (45 ) (272 ) (96 ) (860 )
Equity in loss of joint ventures (1,343 ) (272 ) (1,985 ) (536 )
Gain on sale of real estate 3,589 536 3,597 536

Income from continuing operations before income taxes 5,515 4,083 7,615 6,396
Provision for income taxes 1,538 1,131 2,139 1,803
Income from continuing operations 3,977 2,952 5,476 4,593

Income from discontinued operations, net —   6,776 —   6,862

Net income 3,977 9,728 5,476 11,455
Loss attributable to noncontrolling interest (172 ) (97 ) (291 ) (268 )
Net income attributable to the Company $ 4,149 9,825 5,767 11,723

Earnings per common share:
Income from continuing operations-
    Basic $ 0.41 0.30 0.56 0.46
    Diluted $ 0.41 0.30 0.56 0.46
Discontinued operations-
    Basic $ —   0.68 —   0.69
    Diluted $ —   0.68 —   0.69
Net income attributable to the Company-
    Basic $ 0.43 0.99 0.59 1.18
    Diluted $ 0.43 0.99 0.59 1.17

Number of shares (in thousands) used in computing:
    -basic earnings per common share 9,620 9,915 9,712 9,933
    -diluted earnings per common share 9,649 9,960 9,744 9,978


	THREE MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30,						JUNE 30,
	2021			2020			2021			2020
Revenues:
Lease revenue	$	5,861			3,447			9,399			7,045
Mining lands lease revenue		2,634			2,402			4,949			4,587
Total Revenues		8,495			5,849			14,348			11,632

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

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

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

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

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

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

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

See accompanying notes.

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands except per share amounts)

(Unaudited)

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2020 2019 2020 2019
Net income $ 3,977 9,728 5,476 11,455
Other comprehensive income net of tax:
Unrealized gain on investments available for
sale, net of income tax effect of $518, $129, $101
and $708
1,397 351 271 1,911
Comprehensive income $ 5,374 10,079 5,747 13,366

Less comp. income attributable to
Noncontrolling interest $ (172 ) (97 ) (291 ) (268 )

Comprehensive income attributable to the Company $ 5,546 10,176 6,038 13,634


	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 MONTHS ENDED JUNE 30, ~~2020~~2021 AND ~~2019~~2020

(In thousands) (Unaudited)

2020 2019
Cash flows from operating activities:
Net income $ 5,476 11,455
Adjustments to reconcile net income to
  net cash provided by continuing operating activities:
Income from discontinued operations, net —   (6,862 )
Deferred income taxes 101 22,458
Depreciation, depletion and amortization 3,084 3,082
Equity in loss of joint ventures 1,985 536
Gain on sale of equipment and property (3,611 ) (531 )
Stock-based compensation 1,171 57
Realized gain on available for sale investments (242 ) (447 )
Net changes in operating assets and liabilities:
  Accounts receivable (777 ) (219 )
  Deferred costs and other assets 28 (1,092 )
  Accounts payable and accrued liabilities (439 ) (670 )
  Income taxes payable and receivable 2,147 (17,352 )
  Other long-term liabilities 187 187
Net cash provided by operating activities of continuing operations 9,110 10,602
Net cash used in operating activities of discontinued operations —   (2,441 )
Net cash provided by operating activities 9,110 8,161

Cash flows from investing activities:
Investments in properties (1,167 ) (8,176 )
Investments in joint ventures (1,315 ) (6,592 )
Purchases of investments available for sale (24,748 ) (33,846 )
Proceeds from sales of investments available for sale 32,703 79,937
Proceeds from the sale of assets 5,867 8,153
Cash held in escrow (3,553 ) (19,864 )
Net cash provided by investing activities of continuing operations 7,787 19,612
Net cash provided by investing activities of discontinued operations —   11,526
Net cash provided by investing activities 7,787 31,138

Cash flows from financing activities:
Distribution to noncontrolling interest (408 ) (510 )
Repurchase of company stock (12,354 ) (5,312 )
Exercise of employee stock options —   145
Net cash used in financing activities of continuing operations (12,762 ) (5,677 )
Net cash used in financing activities of discontinued operations —   —
Net cash used in financing activities (12,762 ) (5,677 )

Net increase in cash and cash equivalents 4,135 33,622
Cash and cash equivalents at beginning of year 26,607 22,547
Cash and cash equivalents at end of the period $ 30,742 56,169

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

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

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

Net increase in cash and cash equivalents		64,245			4,135
Cash and cash equivalents at beginning of year		73,909			26,607
Cash and cash equivalents at end of the period	$	138,154			30,742

See accompanying notes.

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

SIX MONTHS ENDED JUNE 30, ~~2020~~2021 AND ~~2019~~2020

(In thousands, except share amounts)

Accumu-
lated
Other
Compre- Total
Capital in hensive Share Non-
Common Stock Excess of Retained Income, net Holders’ Controlling Total
Shares Amount Par Value Earnings of tax Equity Interest Equity
Balance at December 31, 2019 9,817,429 $ 982 $ 57,705 $ 315,278 $ 923 $ 374,888 $ 16,757 $ 391,645

Exercise of stock options
Stock option grant compensation 47 47 47
Restricted stock compensation 94 94 94
Shares granted to Employees 11,448 1 529 530 530
Shares granted to Directors 12,050 1 499 500 500
Restricted stock award 20,520 2 (2 ) — —
Shares purchased and cancelled (298,303 ) (30 ) (1,765 ) (10,559 ) (12,354 ) (12,354 )
Net income 5,767 5,767 (291 ) 5,476
Distributions to partners (408 ) (408 )
Unrealized gain on investment, net 271 271 271

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, 2018 9,969,174 $ 997 $ 58,004 $ 306,307 $ (701 ) $ 364,607 $ 18,648 $ 383,255

Exercise of stock options 4,804 145 145 145
Stock option compensation 57 57 57
Shares purchased and cancelled (110,527 ) (11 ) (644 ) (4,657 ) (5,312 ) (5,312 )
Net income 11,723 11,723 (268 ) 11,455
Distributions to partners (510 ) (510 )
Unrealized gain on investment, net 1,911 1,911 1,911

Balance at June 30, 2019 9,863,451 $ 986 $ 57,562 $ 313,373 $ 1,210 $ 373,131 $ 17,870 $ 391,001


													Accumulated			Total
							Capital in						Other Comp-			Share			Non-
	Common Stock						Excess of			Retained			rehensive			holders’			Controlling			Total
	Shares			Amount			Par Value			Earnings			Income, 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

Stock option grant compensation		—			0			35			0			0			35			0			35
Restricted stock compensation		—			0			269			0			0			269			0			269
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
Shares granted to Directors		9,105			1			499			0			0			500			0			500
Exercise of stock options		15,334			1			268			0			0			269			0			269
Shares purchased and cancelled		(6,004	)		0			(37	)		(227	)		0			(264	)		0			(264	)
Contributions from partners		—			0			0			0			0			0			4,551			4,551
Net income		—			0			0			28,455			0			28,455			12,701			41,156
Distributions to partners		—			0			0			0			0			0			(527	)		(527	)
Unrealized loss on investment, net		—			0			0			0			(407	)		(407	)		0			(407	)
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

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, ~~2020~~2021

(Unaudited)

(1) Description of Business and Basis of ~~Presentation.~~Presentation.

FRP Holdings, Inc. is a holding company engaged in ~~the~~various real estate ~~business,~~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 a residential apartment ~~building,~~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”) ~~and RiverFront~~, Riverfront Investment Partners I, ~~LLC.~~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 Holdings~~Riverfront Investment Partners II, ~~joint venture,~~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~~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.

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. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. On June 28, 2019, the Company completed the sale of the excluded property to the same buyer for $11.7 million. This 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. The Asset Management segment currently contains four commercial properties.

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 months ended June 30, ~~2020~~2021 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2020.~~2021. 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, ~~2019.~~2020.

(2) Recently Issued Accounting ~~Standards.~~Standards.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases. The Company is not a significant lessee. Lessors will account for leases using an approach that is substantially equivalent to existing accounting standards. The Company's existing leases will continue to be classified as operating leases. Leases entered into after the effective date of the new standard may be classified as operating or sales-type leases, based on specific classification criteria. Operating leases will continue to have a similar pattern of recognition as under current GAAP. Sales-type lease accounting, however, will result in the recognition of selling profit at lease commencement, with interest income recognized over the life of the lease. The new standard also includes a change to the treatment of internal leasing costs and legal costs, which can no longer be capitalized. Only incremental costs of a lease that would not have been incurred if the lease had not been obtained may be deferred as initial direct costs. The new standard also requires lessors to exclude from variable

payments certain lessor costs, such as real estate taxes, that the lessor contractually requires the lessee to pay directly to a third party on its behalf. The new standard requires our expected credit loss related to the collectability of lease receivables to be reflected as an adjustment to the line item Lease Revenue. For the year ended December 31, 2019, the credit loss related to the collectibility of lease receivables was recognized in the line item Operating expenses and was not significant. Additionally, the new standard requires lessors to allocate the consideration in a contract between the lease component (right to use an underlying asset) and non-lease component (transfer of a good or service that is not a lease). However, lessors are provided with a practical expedient, elected by class of underlying asset, to account for lease and non-lease components of a contract as a single lease component if certain criteria are met. The terms of the Company's leases generally provide that the Company is entitled to receive reimbursements from tenants for operating expenses such as real estate taxes, insurance and common area maintenance, in addition to the base rental payments for use of the underlying asset. Under the new standard, common area maintenance is considered a nonlease component of a lease contract, which would be accounted for under Topic 606. However, the Company will apply the practical expedient to account for its lease and non-lease components as a single, combined operating lease component. While the timing of recognition should remain the same, the Company is no longer presenting reimbursement revenue from tenants separately in our Consolidated Statements of Income beginning January 1, 2019. The new standard along with the adoption of ASU No. 2018-11, Leases - Targeted Improvements which the FASB issued in July 2018, was adopted effective January 1, 2019 and we have elected to use January 1, 2019 as our date of initial application. We elected the package of practical expedients permitted under the transition guidance within the new standard. By adopting these practical expedients, we were not required to reassess (1) whether an existing contract meets the definition of a lease; (2) the lease classification for existing leases; or (3) costs previously capitalized as initial direct costs. The adoption of this guidance did not have a material impact on our financial statements.None.

(3) Business ~~Segments.~~Segments.

The Company is reporting its financial performance based on ~~four~~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 ~~two~~2 commercial properties ~~one~~and 1 recent industrial acquisition, Cranberry Run, which we purchased in ~~2019, and~~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.

Our Mining Royalty Lands segment owns several properties comprising approximately ~~13,400~~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 ~~Company operates a residential apartment building~~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 ~~partnership~~ (“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 ~~MRP~~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 but will be 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,
2020 2019 2020 2019
Revenues:
Asset management $ 716 662 1,368 1,303
Mining royalty lands 2,402 2,633 4,587 4,862
Development 279 316 572 585
Stabilized Joint Venture 2,452 2,752 5,105 5,327
5,849 6,363 11,632 12,077

Operating profit (loss):
Before corporate expenses:
   Asset management $ 323 128 500 225
   Mining royalty lands 2,194 2,458 4,195 4,502
   Development (703 ) (565 ) (1,477 ) (1,118 )
   Stabilized Joint Venture 416 637 993 1,049
    Operating profit before corporate expenses 2,230 2,658 4,211 4,658
Corporate expenses:
  Allocated to asset management (265 ) (139 ) (573 ) (302 )
  Allocated to mining royalty lands (84 ) (36 ) (181 ) (79 )
  Allocated to development (617 ) (341 ) (1,329 ) (740 )
  Allocated to stabilized joint venture (60 ) (35 ) (130 ) (75 )
    Total corporate expenses (1,026 ) (551 ) (2,213 ) (1,196 )
$ 1,204 2,107 1,998 3,462

Interest expense $ 45 272 96 860

Depreciation, depletion and amortization:
Asset management $ 200 196 392 373
Mining royalty lands 62 42 100 94
Development 53 49 107 107
Stabilized Joint Venture 1,185 1,185 2,369 2,385
$ 1,500 1,472 2,968 2,959
Capital expenditures:
Asset management $ 341 1,352 554 7,818
Mining royalty lands —   —   —   —
Development 320 (122 ) 617 248
Stabilized Joint Venture 19 227 (4 ) 110
$ 680 1,457 1,167 8,176


		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

June 30, December 31,
Identifiable net assets 2020 2019

Asset management $ 18,813 18,468
Mining royalty lands 37,911 38,409
Development 173,334 179,357
Stabilized Joint Venture 131,652 133,956
Investments available for sale at fair value 130,058 137,867
Cash items 34,481 26,793
Unallocated corporate assets 7,868 3,298
$ 534,117 538,148

Identifiable net assets

		June 31,		December 31,
	Identifiable net assets	2021		2020

Assets	Asset management	$	10,939		11,172
Assets	Mining royalty lands		37,338		37,387
Assets	Development		180,264		196,212
Assets	Stabilized Joint Venture		270,459		130,472
Investments available for sale	Investments available for sale at fair value		32,129		75,609
Cash	Cash items		138,838		74,105
Assets	Unallocated corporate assets		11,285		11,403
Assets		$	681,252		536,360

(4) Related Party ~~Transactions.~~Transactions.

The Company is a party to a Transition Services Agreement which resulted from our January 30, 2015 spin-off of Patriot Transportation Holding, Inc. (Patriot). The Transition 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, ~~2020.~~2021.

The consolidated statements of income reflect charges and/or allocation from Patriot for these services of ~~$290,000~~$256,000 and ~~$328,000~~$290,000 for the three months ended June 30, 2021 and 2020 and ~~2019~~$512,000 and ~~$580,000 and $629,000~~$580,000 for the six months ended June 30, 2021 and 2020, ~~and 2019,~~ respectively. ~~Included in the charges above are amounts recognized for corporate executive stock-based compensation expense.~~ These charges are reflected as part of corporate expenses.

To determine these allocations between FRP and Patriot as set forth in the Transition 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.~~Debt.

~~Long-term~~The Company’s Outstanding Debt, net of unamortized debt ~~is summarized as follows~~issuance costs, consisted of the following (in thousands):

June 30, December 31,
2020 2019
Riverfront permanent loan $ 88,993 88,925
Less portion due within one year — —
$ 88,993 88,925

	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

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~~five-year revolving credit facility with a maximum facility amount of ~~$20~~$20 million. The interest rate under the Credit Agreement will be a maximum of ~~1.50%~~1.50% over Daily 1-Month LIBOR, which may be reduced quarterly to ~~1.25%~~1.25% or ~~1.0%~~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%~~0.25% per annum is

payable quarterly on the unused portion of the commitment but the amount may be reduced to ~~0.20%~~0.20% or ~~0.15%~~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, ~~2020,~~2021, there was no0 debt outstanding on this revolver, ~~$411,000~~$506,000 outstanding under letters of credit and ~~$19,589,000~~$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%1% and applicable interest rate would have been ~~1.17825%~~1.10025% on June 30, ~~2020.~~2021. The credit agreement contains certain conditions and financial covenants, including a minimum tangible net worth and dividend restriction. As of June 30, ~~2020,~~2021, these covenants would have limited our ability to pay dividends to a maximum of ~~$219~~$228 million combined. ~~The Company was in compliance with all covenants as of June 30, 2020.~~

On November 17, 2017, ~~Riverfront Holdings I, LLC (the "Joint Venture") refinanced the~~ Dock 79 ~~project~~borrowed a principal sum of $90,000,000 pursuant to a Loan Agreement and Deed of Trust Note entered into with EagleBank ("Loan Documents"). The Joint Venture, which was formed between the Company and MRP in 2014 in connection with the development of the Riverfront on the Anacostia property, borrowed a principal sum of $90,000,000 in connection with the refinancing.EagleBank. The loan iswas secured by the Dock 79 real property and improvements, ~~bears~~bore a fixed interest rate of ~~4.125%~~4.125% per annum and ~~has~~had a term of 120 ~~months. During~~months. The loan was paid in full on March 19, 2021. A prepayment penalty of $900,000 was recorded into interest expense in the ~~first 48 months~~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 ~~term,~~was recorded in the ~~Joint Venture will make~~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 and thereafter, make monthly payments of principal and interest in equal installments based upon a 30-year amortization period. The loan is a non-recourse loan. However, all amounts due under the Loan Documents will become immediately due upon an event of default by the Joint Venture, such events including, without limitation, Joint Venture's (i) failure to: pay, permit inspections or observe covenants under the Loan Documents, (ii) breach of

representations made under the Loan Documents (iii) voluntary or involuntary bankruptcy, and (iv) dissolution, or the dissolution of the guarantor. MidAtlantic Realty Partners, LLC, an affiliate of MRP, has executed a carve-out guaranty in connection with the ~~loan.~~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 ~~$34,000~~ $38,000 and ~~$68,000~~$76,000 was recorded during the three and six months ended June 30, ~~2020,~~2021, respectively. During the three months ended June 30, ~~2020~~2021 and June 30, ~~2019~~2020 the Company capitalized interest costs of ~~$940,000~~$966,000 and ~~$705,000,~~$940,000, respectively. During the six months ended June 30, ~~2020~~2021 and June 30, ~~2019~~2020 the Company capitalized interest costs of ~~$1,875,000~~$1,894,000 and ~~$1,090,000,~~$1,875,000, respectively.

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

(6) Earnings per ~~Share.~~Share.

The following details the computations of the ~~basic~~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,
2020 2019 2020 2019
Weighted average common shares
outstanding during the period
- shares used for basic
earnings per common share 9,620 9,915 9,712 9,933

Common shares issuable under
share based payment plans
which are potentially dilutive 29 45 32 45

Common shares used for diluted
earnings per common share 9,649 9,960 9,744 9,978

Income from continuing operations $ 3,977 2,952 5,476 4,593
Discontinued operations $ —   6,776 —   6,862
Net income attributable to the Company $ 4,149 9,825 5,767 11,723

Basic earnings per common share:
Income from continuing operations $ 0.41 0.30 0.56 0.46
Discontinued operations $ —   0.68 —   0.69
Net income attributable to the Company $ 0.43 0.99 0.59 1.18

Diluted earnings per common share:
Income from continuing operations $ 0.41 0.30 0.56 0.46
Discontinued operations $ —   0.68 —   0.69
Net income attributable to the Company $ 0.43 0.99 0.59 1.17


	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

For the three and six months ended June 30, ~~2020, 2020, 74,065~~2021, 6,680 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. For the three and six months ended June 30, ~~2019, 19,950~~2020, 74,065 and 53,545 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 months of 2021 the Company repurchased ~~298,303~~6,004 shares at an average cost of ~~$41.41.~~$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.~~Plans.

The Company has ~~two~~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 no0 dividend yield, expected volatility between ~~29%~~29% and ~~41%~~41%, risk-free interest rate of ~~1.0%~~1.0% to ~~2.9%~~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 ~~March 2020, 20,520~~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.~~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 ~~443,820~~397,713 at June 30, ~~2020.~~2021. In March 2021 and March 2020, 1,098 and 11,448 shares of stock, respectively, were granted to employees rather than stock options as in prior years.

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


	Three Months ended				Six Months ended				Three Months ended				Six Months ended
	June 30,				June 30,				June 30,				June 30,
	2020		2019		2020		2019		2021		2020		2021		2020
Stock option grants	$	23		28		47		57	$	18		23		35		47
Restricted stock awards granted in 2020		47		—		94		—
Restricted stock awards										134		47		269		94
Employee stock grant		—		—		530		—		0		0		50		530
Annual director stock award		500		—		500		—		500		500		500		500
	$	570		28		1,171		57
Stock-based compensation									$	652		570		854		1,171

A ~~summary~~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 January 1, 2020 132,504 $ 33.82 5.8 $ 1,631
    Granted —   $ —   $ —
    Exercised —   $ —   $ —
Outstanding at June 30, 2020 132,504 $ 33.82 5.3 $ 1,631

Exercisable at June 30, 2020 114,189 $ 32.11 4.8 $ 1,333
Vested during six months ended
  June 30, 2020 —   $ —

				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

The aggregate intrinsic value of exercisable in-the-money options was ~~$1,131,000~~$1,738,000 and the aggregate intrinsic value of outstanding in-the-money options was ~~$1,148,000~~$1,859,000 based on the market closing price of ~~$40.58~~$55.68 on June 30, ~~2020~~2021 less

exercise prices.

The unrecognized compensation cost of options granted to FRP employees but not yet vested as of June 30, ~~2020~~2021 was ~~$243,000,~~$163,000, which is expected to be recognized over a weighted-average period of ~~3.3 years.~~2.4 years.

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

A ~~summary~~Summary of changes in restricted stock awards is presented below (in thousands, except share and per share amounts):

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

Outstanding at January 1, 2020 0
Granted 20,520 $ 46.30 $ 950
Outstanding at June 30, 2020 20,520 $ 46.30 3.9 $ 950

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

Non-vested at December 31, 2020		20,520	$	46.30	3.4	$	950
Time-based awards granted		8,896		45.55			405
Performance-based awards granted		18,882		45.55			860
Non-vested at June 30, 2021		48,298	$	45.87	3.6	$	2,215

Total compensation cost of restricted stock granted but not yet vested as of June 30, ~~2020~~2021 was ~~$856,000~~$1,696,000 which is expected to be recognized over a weighted-average period of ~~3.9 years.~~3.8 years.

~~(8) Contingent Liabilities.~~

~~Certain of the Company’s subsidiaries are~~(8) Contingent Liabilities.

The Company may be involved in litigation on a number of matters and ~~are~~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. ~~The liability at any point in time depends upon the relative ages and amounts of the individual open claims.~~ 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 ~~executed~~is subject to numerous environmental laws and regulations. The Company believes that the ultimate disposition of currently known environmental matters will not have a ~~letter of intent~~material effect on its financial position, liquidity,

or operations. The Company can give no assurance that previous environmental studies with ~~MRP in May 2016~~respect to ~~develop Phase II~~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 ~~Riverfront on~~properties will not be affected by tenants and occupants, by the ~~Anacostia project~~condition of nearby properties, or by unrelated third parties; and ~~recorded an estimated~~that changes in applicable environmental ~~remediation expense~~laws and regulations or their interpretation will not result in additional environmental liability to the Company.

As of ~~$2.0 million for the Company’s estimated liability~~June 30, 2021 there was $506,000 outstanding under ~~the proposed agreement.~~letters of credit. The ~~Company substantially completed the remediation and reduced the estimated liability in the quarter ending September 30, 2018 by $465,000 and further reduced the liability $92,000~~letters of credit were issued to ~~zero in 2020. The Company has no obligation~~guarantee certain obligations to ~~remediate any known contamination on Phases III and IV of the development until such time as it makes a commitment~~state agencies related to ~~commence construction on each phase.~~real estate development.

(9) Concentrations.

The mining royalty lands segment has a total of ~~five~~5 tenants currently leasing mining locations and one lessee that accounted for ~~31.5%~~26.3% of the Company’s consolidated revenues during the six months ended June 30, ~~2020~~2021 and ~~$419,000~~$403,000 of accounts receivable at June 30, ~~2020.~~2021. 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.~~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, ~~2020~~2021 the Company was invested in 5912 corporate bonds with individual maturities ~~ranging from 2020 through 2022.~~over the next 7 months. The unrealized gain on these bonds of ~~$1,584,000~~$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 a realized gain of $242,000 in its net investment income related to bonds that were sold in 2020. The~~ amortized cost of the investments was ~~$128,474,000~~$32,011,000 and the carrying amount and fair value of such bonds were ~~$130,058,000~~$32,129,000 as of June 30, ~~2020.~~2021.

At June 30, ~~2020~~2021 and ~~2019,~~2020, the carrying amount reported in the consolidated balance sheets for cash and cash equivalents and revolving credit approximate their fair value based upon the short-term nature of these items.

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, 2021, the carrying amount and fair value of such other long-term debt was $178,334,000 and $175,625,000, respectively. At June 30, 2020, the carrying amount and fair value of such other long-term debt was ~~$88,993,000~~$88,993,000 and ~~$95,606,000, respectively. At June 30, 2019, the carrying amount and fair value of such other long-term debt was $88,857,000 and $92,541,000,~~$95,606,000, respectively.

(11) Investments in Joint ~~Ventures.~~Ventures.

~~Brooksville.~~ ~~In 2006,~~The Company has investments in joint ventures, primarily with other real estate developers. Joint ventures where FRP is not the ~~Company entered into a~~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 ~~Venture Agreement with Vulcan Materials Company to jointly own~~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	)

⁽¹⁾

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

The major classes of assets, liabilities and ~~develop approximately 4,300 acres of land near Brooksville, Florida. Under the terms~~equity of the Company’s Investments in Joint Ventures as of June 30, 2021 are summarized in the following two tables (in thousands): Investments in Apartment/Mixed Use as of June 30, 2021


	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


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

Investments in real estate, net	$	14,284		21,754		4		11,859		364,277	$	412,178
Cash and cash equivalents		55		310		0		0		9,113		9,478
Unrealized rents & receivables		0		444		0		0		1,168		1,612
Deferred costs		1		238		0		0		3,209		3,448
Total Assets	$	14,340		22,746		4		11,859		377,767	$	426,716

Secured notes payable	$	0		11,764		0		0		157,608	$	169,372
Other liabilities		68		126		0		0		29,452		29,646
Capital - FRP		7,474		5,428		4		11,859		115,874		140,639
Capital - Third Parties		6,798		5,428		0		0		74,833		87,059
Total Liabilities and Capital	$	14,340		22,746		4		11,859		377,767	$	426,716

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

The Company’s Investments in Joint Ventures as of December 31, 2020 are summarized in the following two tables (in thousands): Investments in Apartments/Mixed Use as of December 30, 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

Investments in Joint Ventures as of December 31, 2020


	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

The amount of consolidated retained earnings (accumulated deficit) for these joint ~~venture, FRP contributed its fee interest in approximately 3,443 acres formerly leased to Vulcan under a long-term mining lease which had a net book value~~ventures was $(6,752,000) and $(8,278,000) as of ~~$2,548,000. Vulcan is entitled to mine a portion~~June 30, 2021 and December 31, 2020 respectively.

The income statements of the ~~property until 2032 and pay royalties to the Company. FRP also contributed $3,018,000 for one-half of the acquisition costs of a 288-acre contiguous parcel. Vulcan contributed 553 acres that it owned~~Bryant Partnerships are as well as its leasehold interest in the 3,443 acres that it leased from FRP and $3,018,000 for one-half of the acquisition costs of the 288-acre contiguous parcel. The joint venture is jointly controlled by Vulcan and FRP. Distributions will be made on a 50-50 basis except for royalties and depletion specifically allocated to the Company. Otherfollows (in thousands):Bryant Partnerships income ~~for the six months ended June 30, 2020 includes a loss of $21,000 representing the Company’s portion of the loss of this joint venture.~~statements


	Bryant Street			Bryant Street
	Partnerships			Partnerships
	Total JV			Company Share
	Six Months ended			Six Months ended
	June 30,			June 30,
	2021			2021
Revenues:
Rental Revenue	$	180		$	111
Revenue – other		77			47
Total Revenues		257			158

Cost of operations:
Depreciation and amortization		776			476
Operating expenses		1,117			686
Property taxes		119			73
Total cost of operations		2,012			1,235

Total operating profit		(1,755	)		(1,077	)
Interest expense		(655	)		(1,130	)

Net loss before tax		(2,410	)		(2,207	)

~~BC FRP Realty (Windlass Run).~~ ~~In 2016, the Company entered into an agreement with a Baltimore development company (St. John Properties, Inc.) to jointly develop the remaining lands~~

(12) Consolidation of our Windlass Run Business Park. The 50/50 partnership initially calls for FRP to combine its 25 acres (valued at $7,500,000) with St. John Properties’ adjacent 10 acres fronting on a major state highway (valued at $3,239,536) which resulted in an initial cash distribution of $2,130,232 to FRP in May 2016. Thereafter, the venture will jointly develop the combined properties into a multi-building business park to consist of approximately 329,000 square feet of single-story office space. On September 28, 2017 BC FRP Realty, LLC obtained $17,250,000 of construction financing commitments for four buildings through September 15, 2022 from BB&T at 2.5% over LIBOR. The balance outstanding on these loans at June 30, 2020 was $12,160,000.

~~RiverFront~~Riverfront Investment Partners II, LLC. Riverfront Holdings II, ~~LLC.~~LLC.

On May 4, 2018 the Company and MRP Realty formed a ~~partnership~~Joint Venture to develop ~~Phase II~~the second phase only of ~~our RiverFront~~the four phase master development known as Riverfront on the Anacostia ~~project~~in Washington, D.C. The purpose of the Joint Venture is to develop and ~~closed on construction financing with Eagle Bank.~~own a 250,000-square-foot mixed-use development which supports 264 residential units and 6,937 square feet of retail. The Company ~~has~~ contributed ~~its~~ land with an agreed to value of ~~$16.3 million~~$16,300,000 (cost basis of ~~$4.6~~$4.6 million) and ~~$6.2~~$6.2 million of ~~cash.~~cash to the Joint Venture for an 80% stake in the venture. MRP contributed capital of ~~$5.6~~$5.6 million to the ~~partnership~~joint venture including development costs paid prior to ~~the~~ formation of the ~~partnership~~joint venture and a ~~$725,000~~$725,000 development fee. The Company further agreed to fund ~~$13.75~~$13.75 million preferred equity financing at ~~7.5%~~7.5% interest rate all of which was advanced ~~through June 30, 2019. The Company records~~and repaid with interest ~~income for this loan and a loss~~ in equity in ventures for our 80% equity in the partnership. The loan from Eagle Bank allows draws of up to $71 million during construction at an interest rate of 3.25% over LIBOR. The loan is interest only and matures in 36 months with a 12-month extension assuming completion of construction and at least one occupancy. There is a provision for an additional 60 months extension with a 30-year amortization of principal at 2.15% over seven-year US Treasury Constant if NOI is sufficient for a 9% yield. The loan balance at June 30, 2020 was $60,704,000.March 2021. The Company’s equity interest in the joint venture iswas previously accounted for under the equity method of accounting ~~through the construction and lease up period~~ as MRP acts as the administrative agent of the joint venture and oversees and controls the day to day operations of the project.

~~Bryant Street Partnerships.~~ ~~On December 24, 2018~~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 ~~and MRP 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. The Company contributed cash of $32 million in exchangehas, for a 61.36% common equity in the partnership. The Company also contributed cash of $23 million as preferred equity financing at 8.0% interest rate. The Company records interest income for this loan and a loss in equity in ventures for our 61.36% equity in the partnership. On March 13, 2019 the partnerships closed on a construction loan with a group of lenders for up to $132 million at an interest rate of 2.25% over LIBOR. The loan matures March 13, 2023 with up to two extensionsperiod of one year, ~~each upon certain conditions including, for~~ the ~~first, a debt service coverage of at least 1.10 and a loan-to-value that does not exceed 65% and for~~exclusive right to (i) cause the ~~second, a debt service coverage of 1.25 and a maximum loan-to-value of 65%. Borrower may prepay a portion of~~joint venture to sell the unpaid principal to satisfy such tests. The loan balance at June 30, 2020 was $38,660,000. The Company and MRP guaranteed $26 million of the loan in exchange for a 1% lower interest rate. The Company and MRP have a side agreement limitingproperty or (ii) cause 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’s equity interest~~MRP’s percentage interests in the joint venture ~~is accounted for under~~to be adjusted so as to take into account the ~~equity method~~contractual payouts assuming a sale at the value of ~~accounting as all~~ the ~~major decisions are shared equally.~~development at the time of this “Conversion election”.

~~Hyde Park.~~ ~~On January 27, 2018~~Reaching stabilization results in a change of control for accounting purposes as the veto rights of the minority shareholder lapsed and the Company ~~entered into a loan agreement with a Baltimore developer to be~~became the principal capital source of a residential development venture in Essexshire now known as “Hyde Park.” We have committed up to $3.5 million in exchange for an interest rate of 10% and a preferred return of 20% after whichprimary beneficiary. As such, beginning March 31, 2021, the Company ~~is also entitled to a portion~~consolidated the assets (at fair value), liabilities and operating results of proceeds from sale. Entitlements for the development of the property are complete, a homebuilder is under contract to purchase all of the 126 recorded building lots. The first phase of settlement occurred in May 2020, resulting in a $2.67 million principal and interest payment.

~~DST Hickory Creek~~. In July 2019, the Company invested $6 million in 1031 proceeds from two sales in 2019 into a Delaware Statutory Trust (DST) known as CS1031 Hickory Creek Apartments, DST. The Company is 26.65% beneficial owner and receives monthly distributions. The DST owns a 294-unit garden-style apartment community consisting of 19 three-story apartment buildings containing 273,940 rentable square feet on approximately 20.4 acres of land. The property was constructed in 1984 and substantially renovated in 2016. The DST purchased the property in April, 2019 for $45,600,000 with ten-year financing obtained for $29,672,000 at 3.74% with a 30 year amortization period, interest only for five years. The Company’s equity interest in the trust is accounted for under the cost method because we do not have significant influence over the operating and financial policies. Monthly distributions are recorded as equity in gain or loss of joint ventures. Distributions of $168,000 were received in the first six months of 2020.

~~Amber Ridge.~~ On June 26, 2019 the Company entered into a loan agreement with a Baltimore developer to be the principal capital source of a residential development venture in Prince Georges County, Maryland known as “Amber Ridge.” We have committed up to $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. This project will hold 187 single-family town homes. We are currently pursuing entitlements and have two homebuilders under contract to purchase all of the 187 units upon completion of development infrastructure.

~~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 to 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 Company contributed cash of $37.3 million. MRP will contribute the remainder of its equity in 2020. The land was acquired in two pieces over first half of 2020. On June 26, 2020 the partnership closed on a construction loan with Truist Bank for up to $74 million at an interest rate of 2.25% over LIBOR. The loan matures June 26, 2024 with one extension of two years requiring a .25% fee, paying principal monthly under a 30-year amortization schedule, and meeting a 9.9% debt yield after the first year. The ten-story structure will have 344 apartments and 11,246 square feet of ground floor retail. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting because all major decisions are shared equally.

~~Greenville/Woodfield Partnerships.~~ On December 23, 2019 the Company and Woodfield Development formed a joint venture to develop a mixed-use project in Greenville SC known as .408 Jackson located across the street from Greenville’s minor league baseball stadium. The project will hold 227 multifamily 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 Company contributed cash of $9.7 million in exchange for a 40% common equity in the joint venture. ~~The Company’s equity interest~~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 ~~joint venture is accounted for~~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 ~~equity method of accounting through the construction and lease up period. Woodfield personally guaranteed the loan and will be managing the projects day to day operations. Major decisions~~Conversion election. As such for ~~the entity must be made unanimously between both members.~~

~~On December 23, 2019~~financial reporting purposes effective March 31, 2021 the Company ownership is based upon this substantive profit sharing arrangement and ~~Woodfield formed~~is 70.41% on a ~~joint venture~~prospective basis as agreed to develop a 200-unit multifamily apartment project located at 1430 Hampton Avenue, Greenville, SC. 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~~FRP and Jobs Act of 2017. The Company contributed $6.2 million in exchange for a 40% common equity in the joint venture. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting through the construction and lease up period. Woodfield personally guaranteed the loan and will be managing the projects day to day operations. Major decisions for the entity must be made unanimously between both members.MRP.

~~Investments in 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

As of June 30, 2020
Brooksville Quarry, LLC 50.00 % $ 7,476 14,310 (42 ) (21 )
BC FRP Realty, LLC 50.00 % 5,286 22,689 (210 ) (104 )
RiverFront Holdings II, LLC 80.00 % 25,484 104,426 (1,326 ) (1,409 )
Bryant Street Partnerships 61.36 % 59,549 133,553 — (825 )
Hyde Park 1,214 1,214 — —
DST Hickory Creek 26.65 % 6,000 48,651 (162 ) 168
Amber Ridge Loan 1,183 1,183 — —
1800 Half St. Owner, LLC 61.37 % 37,537 39,327 126 126
Greenville/Woodfield Partnerships 40.00 % 16,050 43,095 158 80
   Total $ 159,779 408,448   (1,456 )   (1,985 )

As of December 31, 2019
Brooksville Quarry, LLC 50.00 % $ 7,499 14,316 (84 ) (42 )
BC FRP Realty, LLC 50.00 % 5,391 22,969 (1,114 ) (591 )
RiverFront Holdings II, LLC 80.00 % 25,975 88,235 (95 ) (871 )
Bryant Street Partnerships 61.36 % 58,353 96,477 260 (573 )
Hyde Park 3,492 3,492 — —
DST Hickory Creek 26.65 % 6,000 49,369 (168 ) 123
Amber Ridge Loan 509 509 — —
1800 Half St. Owner, LLC 59.73 % 37,314 40,161 — —
Greenville/Woodfield Partnerships 40.00 % 15,919 19,214 — —
   Total $       160,452 334,742   (1,201 )   (1,954 )

~~Summarized Financial Information for the Investments in Joint Ventures (in thousands):~~

18

Maren consolidation at stabilization
As of June 30, 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 $ 103,602 132,932 46,106 27,603 20,845 $ 331,088
Cash and cash equivalents 720 512 1,483 8,917 21,878 33,510
Unrealized rents & receivables 78 95 622 0 0 795
Deferred costs 26 14 440 2,807 372 3,659

Total Assets
$ 104,426 133,553 48,651 39,327 43,095 $ 369,052

Secured notes payable $ 60,252 35,770 29,268 0 0 $ 125,290
Other liabilities 2,094 19,405 171 392 3,213 25,275
Capital - FRP 36,732 58,224 5,120 37,460 15,953 153,489
Capital - Third Parties 5,348 20,154 14,092 1,475 23,929 64,998

Total Liabilities and Capital
$ 104,426 133,553 48,651 39,327 43,095 $ 369,052

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

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

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

As of June 30, 2020
Brooksville BC FRP Amber Ridge Apartment/ Grand
Quarry, LLC Realty, LLC Hyde Park Loan Mixed Use Total

Investments in real estate, net. $ 14,290 22,187 1,214 1,183 331,088 $ 369,962
Cash and cash equivalents 18 59 0 0 33,510 33,587
Unrealized rents & receivables 0 230 0 0 795 1,025
Deferred costs 2 213 0 0 3,659 3,874
   Total Assets $ 14,310 22,689 1,214 1,183 369,052 $ 408,448

Secured notes payable $ 0 12,130 0 0 125,290 $ 137,420
Other liabilities 41 105 0 0 25,275 25,421
Capital - FRP 7,476 5,227 1,214 1,183 153,489 168,589
Capital - Third Parties 6,793 5,227 0 0 64,998 77,018
   Total Liabilities and Capital $ 14,310 22,689 1,214 1,183 369,052 $ 408,448

As of December 31, 2019 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 $ 87,521 95,903 46,685 14,391 1,889 $ 246,389
Cash and cash equivalents 630 387 1,764 25,770 17,325 45,876
Unrealized rents & receivables 82 158 446 0 0 686
Deferred costs 2 29 474 0 0 505

Total Assets
$ 88,235 96,477 49,369 40,161 19,214 $ 293,456

Secured notes payable $ 38,564 1,660 29,246 0 0 $ 69,470
Other liabilities 6,771 17,183 120 1,363 1,889 27,326
Capital - FRP 37,284 57,479 6,000 37,314 15,919 153,996
Capital - Third Parties 5,616 20,155 14,003 1,484 1,406 42,664

Total Liabilities and Capital
$ 88,235 96,477 49,369 40,161 19,214 $ 293,456

As of December 31, 2019
Brooksville BC FRP Amber Ridge Apartment/ Grand
Quarry, LLC Realty, LLC Hyde Park Loan Mixed Use Total

Investments in real estate, net. $ 14,293 22,423 3,492 509 246,389 $ 287,106
Cash and cash equivalents 18 15 0 0 45,876 45,909
Unrealized rents & receivables 0 220 0 0 686 906
Deferred costs 5 311 0 0 505 821
   Total Assets $ 14,316 22,969 3,492 509 293,456 $ 334,742

Secured notes payable $ 0 12,103 0 0 69,470 $ 81,573
Other liabilities 2 196 0 0 27,326 27,524
Capital - FRP 7,500 5,335 3,492 509 153,996 170,832
Capital - Third Parties 6,814 5,335 0 0 42,664 54,813
   Total Liabilities and Capital $ 14,316 22,969 3,492 509 293,456 $ 334,742

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The Company’s capital recorded by the unconsolidated Joint Ventures is $8,809,000 more than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due to the lower basis in property contributed.
~~The amount of consolidated retained earnings for these joint ventures was $(5,574,000) and $(4,127,000) as of June 30, 2020 and December 31, 2019 respectively.~~
~~(12) Discontinued Operations.~~
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. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. These properties comprised substantially all the assets of our Asset Management segment and have been reclassified as discontinued operations for all periods presented. On June 28, 2019, the Company completed the sale of the excluded property to the same buyer for $11.7 million. The results of operations associated with discontinued operations for the three and six months ended June 30, 2019 were as follows (in thousands):
Three months ended Six months ended
June 30, June 30,
2019 2019
Lease Revenue $ 222 460

Cost of operations:
     Depreciation, depletion and amortization 12 41
     Operating expenses 139 234
     Property taxes 26 46
     Management company indirect —   —
     Corporate expenses —   —
Total cost of operations 177 321

Total operating profit 45 139

Interest expense —   —
Gain on sale of buildings 9,245 9,268

Income before income taxes 9,290 9,407
Provision for income taxes 2,514 2,545

Income from discontinued operations $ 6,776 6,862

Earnings per common share:
Income from discontinued operations-
    Basic $ 0.68 0.69
    Diluted $ 0.68 0.69
~~(13) Subsequent Event.~~
~~In July 2020 the Company sold its fully leased building in the Hollander Business Park at 1801 62~~^nd ~~Street for $12.3 million resulting in a gain of $3.8 million before income taxes. The proceeds were placed in a 1031 exchange fund.~~
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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 ~~holding~~real estate development, asset management and operating company ~~engaged~~businesses. Our properties are located in the ~~real estate business, namely (i) mining royalty land ownership~~Mid-Atlantic and leasing, (ii) land acquisition, entitlement and development primarily for future warehouse/office or residential building construction, (iii) ownership, leasing, and management of a residential apartment building, and (iv) warehouse/office building ownership, leasing and management.
~~The Company’s operations are influenced by a number of external and internal factors. External factors include levels of economic and industrial activity in the~~southeastern United States and ~~the Southeast, construction activity and costs, aggregates sales by lessees from the Company’s~~consist of:
Lands leased to mining companies, some of which will have second lives as development properties;
Residential apartments in Washington, D.C.;
Warehouse or office properties ~~interest rates, market conditions~~ in the Baltimore/Northern Virginia/Washington DC area, and our ability to obtain zoning and entitlements necessary for property development. Internal factors include administrative costs, success in leasing efforts and construction cost management.Mid-Atlantic states either existing or under development;

~~On May 21, 2018, the Company~~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 ~~the disposition~~projects, existing cash, owned-land, partner capital and financing arrangements. We do not anticipate immediate benefits from investments. Timing of ~~40 industrial warehouse properties and three additional land parcels~~projects may be subject to an affiliate of Blackstone Real Estate Partners VIII, L.P. for $347.2 million. One warehouse property valued at $11.7 million was excluded from the sale due to the tenant exercising its right of first refusal to purchase the property. On June 28, 2019, the Company completed the sale of the excluded property to the same buyer for $11.7 million. These properties comprised substantiallydelays caused by factors beyond our control.
Reportable Segments
We conduct primarily all ~~the assets~~ of our ~~Asset Management segment~~business in the following four reportable segments: (1) asset management (2) mining royalty lands (3) development and ~~constituted a strategic shift for the Company and have been reclassified as discontinued operations for all periods presented.~~(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.
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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 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, ~~2020,~~2021, the Asset Management Segment owned ~~four~~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). The property is subject to commercial leases with various tenants.
2) 155 E. ~~21st~~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 ~~Office~~Run Business Park in Hartford County, Maryland consists of five office buildings totaling 268,010 square feet which are ~~71.9%~~59.7% occupied ~~at June 30, 2020.~~
~~4) 1801 62~~^nd ~~Street consists of 94,350 square feet~~ and ~~was completed in the second quarter of 2019.~~77.6% leased. The ~~building was 100.0% occupied at June 30, 2020. The Company sold this~~ property ~~in July 2020 for $12.3 million. The decision~~is subject to ~~sell was in keeping~~commercial leases with ~~a departure from our previous “develop and hold” business model. The sale resulted in a gain of $3.8 million before taxes and the proceeds were placed in a 1031 exchange fund.~~various tenants.

~~To take advantage of market cycles and attract a wide range of top tier buyers, management~~Management focuses on several factors to measure our success on a comparative basis in this ~~segment to facilitate a successful and profitable sale.~~segment. The major factors we focus on are (1) net operating
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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) ~~growth of our portfolio (in square feet), (5)~~ tenant retention success rate (as a percentage of total square feet to be renewed), ~~(6)~~(5) building and refurbishing assets to meet Class A and Class B institutional grade classifications, and ~~(7)~~(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 ~~13,400~~15,000 acres currently under lease for mining rents or royalties ~~(this does not include~~(excluding the 4,280 acres owned inby our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia, all of these properties are located in Florida and Georgia. 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 ~~516~~506 million tons as of December 31, ~~2019~~2020 after a total of ~~8.1~~8.5 million tons were consumed in ~~2019.~~2020.

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 ~~are~~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, Fl 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 ~~1,993~~1,907 +/- Approval in place for 105, 1 acre, waterfront residential lots after mining completed.
Total ~~6,273~~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.
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Since 1990, one of our primary strategies in this segment has been to acquire, entitle and ultimately develop commercial/industrial business parks providing 5–15 building pads which we typically convert into warehouse/office buildings. To date, our management team has converted 30 of these pads into developed buildings. Our typical practice has been to transfer these assets to the Asset Management segment on the earlier to occur of (i) commencement of rental revenue or (ii) issuance of the certificate of occupancy. We have also occasionally sold several of these pad sites over time to third parties.

Development Segment – Warehouse/Office Land.

At June 30, ~~2020~~2021 this segment owned the following future development ~~parcel:~~
parcels:
1) 25 acres of horizontally developed land capable of supporting ~~226,750~~247,995 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.

We ~~will continue to actively monitor these submarkets where we have lots ready for construction and take advantage of the opportunities presented to us. We will~~ also ~~look for new parcels to place into development.~~
We 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.   $6,062,000
Riverfront on the Anacostia Phases III-IV 2.5 Conceptual design program ongoing.   $6,125,000
Hampstead Trade Center, MD 73 Residential conceptual design program ongoing $8,709,000 73 Residential zoning applied for in preparation for sale $9,415,000
Square 664E,on the Anacostia River in DC 2 Under lease to Vulcan Materials as a concrete batch plant through 2021 with one 5-year renewal option. $7,927,000
Square 664E, on the Anacostia River in DC 2 Under lease to Vulcan Materials as a concrete batch plant through 2026 $7,760,000
Total 77.5 $22,698,000 77.5 $23,300,000

RIVERFRONT ON THE ANACOSTIA PHASES III-IV: This property consists of 2.5 acres on the Anacostia River and is immediately adjacent to the Washington National’s baseball park in the SE Central Business District of Washington, DC. Once zoned for industrial use and under a ground lease, this property is no longer under lease and has been rezoned for the construction of approximately 600,000 square feet of “mixed-use” development in two phases. See “Stabilized Joint Venture Segment” below for discussion on Phase I and Development Joint Ventures below for discussion of Phase II. Phases III and IV are slated for office, and hotel/residential buildings, respectively, all with permitted first floor retail uses.

~~On August 24, 2015,~~Development Segment - Investments in anticipation of commencing construction of the new Frederick Douglass bridge at a location immediately to the west of the existing bridge, the District of Columbia filed a Declaration of Taking for a total of 7,390 square feet of permanent easement and a 5,022-square-foot temporary construction easement on land along the western boundary of the land that will ultimately hold Phase III and IV. Previously, the Company and the District had conceptually agreed to a land swap with no compensation that would have permitted the proposed new bridge, including construction easements, to be on property wholly owned by the District. As a result, the Planned Unit Development was designed and ultimately approved by the Zoning Commission as if the land swap would occur once the District was ready to move forward with the new bridge construction. In September 2016 the Company received $1,115,400 as settlement for the easement. The Company will continue to seek an agreement from the District that the existing bridge easement will terminate when the new bridge has been placed in service and the existing bridge has
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~~been removed. The Company’s position is that otherwise Phase IV will be adversely impacted, and additional compensation or other relief will be due the Company.~~
HAMPSTEAD TRADE CENTER: We purchased this 118-acre tract in 2005 for $4.3 million in a Section 1031 exchange with plans of developing it as a commercial business park. The “great recession” caused us to reassess our plans for this property. As a result, Management has determined that the prudent course of action is to attempt to rezone the property for residential uses and sell the entire tract to another developer such that we can redeploy this capital into assets with more near-term income producing potential. On December 22, 2018, The Town of Hampstead re-awarded FRP its request for rezoning with a 30-day appeal period. No appeal was filed, therefore, FRP can now move forward with its residential concept plan. We are fully engaged in the formal process of seeking PUD entitlements for this 118-acre tract in Hampstead, Maryland, now known as “Hampstead Overlook”.
SQUARE 664E, WASHINGTON, DC: This property sits on the Anacostia River at the base of South Capitol Street in an area known as Buzzard Point, less than half a mile down river from our RiverFront on the Anacostia property. The Square 664E property is approximately two acres and is currently under lease to Vulcan Materials for use as a concrete batch plant. The lease terminates on August 31, 2021 and Vulcan has the option to renew for one additional period of five years. In July 2018, Audi Field, the home of the DC United professional soccer club, opened its doors to patrons in Buzzard Point. Under normal circumstances the 20,000 seat stadium hosts 17 home games each year in addition to other outdoor events. The stadium is separated from our property by 1800 Half Street, the property acquired in a joint venture between the Company and MRP in December 2019.Joint Ventures

The third leg of our Development Segment consists of investments in joint ~~venture~~ventures for properties in ~~development as described~~development.
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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 square feet of retail partially completed 61.36%
Hyde Park residential development in Essexshire, MD Property sold, $3.5 million investment in exchange for an interest rate of 10% and a preferred return of 20% 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 of ten-story structure with 344 apartments and 11,246 square feet of ground floor retail underway 61.37%
.408 Jackson property in Greenville, SC Woodfield Development Construction of mixed-use project with 227 multifamily units and 4,700 square feet of retail space began in May 2020 40%
Riverside property 1430 Hampton Avenue, Greenville, SC Woodfield Development Construction of 200 unit apartment project began in February 2020 40%
~~Development Segment - Investments~~
Joint ventures where FRP is not the primary beneficiary are reflected in ~~Joint Ventures~~ (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):

As of June 30, 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 $ 103,602 132,932 46,106 27,603 20,845 $ 331,088
Cash and cash equivalents 720 512 1,483 8,917 21,878 33,510
Unrealized rents & receivables 78 95 622 0 0 795
Deferred costs 26 14 440 2,807 372 3,659

Total Assets
$ 104,426 133,553 48,651 39,327 43,095 $ 369,052

Secured notes payable $ 60,252 35,770 29,268 0 0 $ 125,290
Other liabilities 2,094 19,405 171 392 3,213 25,275
Capital - FRP 36,732 58,224 5,120 37,460 15,953 153,489
Capital - Third Parties 5,348 20,154 14,092 1,475 23,929 64,998

Total Liabilities and Capital
$ 104,426 133,553 48,651 39,327 43,095 $ 369,052
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 )

As of June 30, 2020
Brooksville BC FRP Amber Ridge Apartment/ Grand
Quarry, LLC Realty, LLC Hyde Park Loan Mixed Use Total

Investments in real estate, net. $ 14,290 22,187 1,214 1,183 331,088 $ 369,962
Cash and cash equivalents 18 59 0 0 33,510 33,587
Unrealized rents & receivables 0 230 0 0 795 1,025
Deferred costs 2 213 0 0 3,659 3,874
   Total Assets $ 14,310 22,689 1,214 1,183 369,052 $ 408,448

Secured notes payable $ 0 12,130 0 0 125,290 $ 137,420
Other liabilities 41 105 0 0 25,275 25,421
Capital - FRP 7,476 5,227 1,214 1,183 153,489 168,589
Capital - Third Parties 6,793 5,227 0 0 64,998 77,018
   Total Liabilities and Capital $ 14,310 22,689 1,214 1,183 369,052 $ 408,448
(1) Riverfront Holdings II, LLC was consolidated on March 31, 2021, and reflected in Stabilized Joint Ventures.
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~~Brooksville Quarry, LLC.~~. ~~In 2006, the Company entered into a Joint Venture Agreement with Vulcan Materials Company to jointly own~~The major classes of assets, liabilities and develop approximately 4,300 acres of land near Brooksville, Florida. Under the terms of the joint venture, FRP contributed its fee interest in approximately 3,443 acres formerly leased to Vulcan under a long-term mining lease which had a net book value of $2,548,000. Vulcan is entitled to mine a portion of the property until 2032 and pay royalties to the Company. FRP also contributed $3,018,000 for one-half of the acquisition costs of a 288-acre contiguous parcel. Vulcan contributed 553 acres that it owned as well as its leasehold interest in the 3,443 acres that it leased from FRP and $3,018,000 for one-half of the acquisition costs of the 288-acre contiguous parcel. The joint venture is jointly controlled by Vulcan and FRP. Distributions will be made on a 50-50 basis except for royalties and depletion specifically allocated to the Company. Other income for the year ended June 30, 2020 includes a loss of $21,000 representing the Company’s portion of the loss of this joint venture (not including FRP’s royalty revenues).
~~BC Realty, LLC (Windlass Run)~~. In March 2016, we entered into an agreement with a Baltimore development company (St. John Properties, Inc.) to jointly develop the remaining lands of our Windlass Run Business Park. The 50/50 partnership initially calls for FRP to combine its 25 acres (valued at $7,500,000) with St. John Properties’ adjacent 10 acres fronting on a major state highway (valued at $3,239,536) which resulted in an initial cash distribution of $2,130,232 to FRP in May 2016. Thereafter, the venture will jointly develop the combined properties into a multi-building business park to consist 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 projected to stabilize in the fourth quarter of 2020. The start of subsequent phases will follow with the final phase commencing in the 4th quarter of 2024. On September 28, 2017 BC FRP Realty, LLC obtained $17,250,000 of construction financing commitments for 4 buildings through September 15, 2022 from BB&T at 2.5% over LIBOR. The balance outstanding on these loans at June 30, 2020 was $12,160,000. Shell building construction of the two office buildings and two retail buildings in the first phase of our joint venture with St. John Properties was completed in December 2018.
~~RiverFront Holdings II, LLC~~. On May 4, 2018, the Company and MRP formed a Joint Venture to develop Phase II and closed on construction financing with Eagle Bank. Phase II on the Anacostia known as The Maren is a 250,000-square-foot mixed-use development which supports 264 residential units and 6,937 SF of retail. The Company has contributed its land with an agreed value of $16.3 million (cost basis of $4.6 million) and $6.2 million of cash. MRP contributed capital of $5.6 million to the joint venture including development costs paid prior to the formation of the joint venture and a $725,000 development fee. The Company further agreed to fund $13.75 million preferred equity financing at 7.5% interest rate all of which was advanced through December 31, 2019. The loan from Eagle Bank allows draws of up to $71 million during construction at an interest rate of 3.25% over LIBOR. The loan is interest only and matures in 36 months with a 12-month extension assuming completion of construction and at least one occupancy. There is a provision for an additional 60 months extension with a 30-year amortization of principal at 2.15% over seven-year US Treasury Constant if NOI is sufficient for a 9% yield. The Company’s equity interest in the joint venture is 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 operations of the project. Construction began in April 2018, with substantial completion in March 2020, and stabilization (meaning 90% of the individual apartments are leased and occupied by third party tenants) in late 2021.
~~Bryant Street Partnerships:~~ On December 24, 2018 the Company and MRP 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 SF of first floor and stand-alone retail on approximately five acres of the roughly 12-acre site. The Company contributed cash of $32 million in exchange for a 61.36% common equity in the partnership. The Company also contributed cash of $23
25
million as preferred equity financing at 8.0% interest rate. The Company records interest income for this loan and a loss in equity in joint ventures for our 61.36% equity in the partnership. On March 13, 2019 the partnerships closed on a construction loan with a group of lenders for up to $132 million at an interest rate of 2.25% over LIBOR. The loan matures March 13, 2023 with up to two extensions of one year each upon certain conditions including, for the first, a debt service coverage of at least 1.1 and a loan-to-value that does not exceed 65% and for the second, a debt service coverage of 1.25 and a maximum loan-to-value of 65%. The Company and MRP guaranteed $26 million of the loan 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~~Investments in Joint Ventures as of ~~the project and assuming no payments~~June 30, 2021, 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. The Company’s equity interestsummarized in the joint venture is accounted for under the equity method of accounting as all the major decisions are shared equally. Construction began in February 2019, with substantial completion estimated in 3rd quarter 2021, and stabilization (meaning 88% of the individual apartments and retail are leased and occupied by third party tenants) in late 2022.
~~Hyde Park.~~ On January 27, 2018 the Company entered into a loan agreement with a Baltimore developer to be the principal capital source of a residential development venture in Essexshire now known as “Hyde Park.” We have committed up to $3.5 million in exchange for an interest rate of 10% and a preferred return of 20% after which a “waterfall” determines the split of proceeds from sale. Entitlements for the development of the property are complete and a homebuilder is under contract to purchase all of the 126 recorded building lots. The first phase of settlement occurred in May 2020, resulting in a $2.67 million principal and interest payment.following two tables (in thousands):

~~Amber Ridge~~. On June 26, 2019 the Company entered into a loan agreement with a Baltimore developer to be the principal capital source of a residential development venture in Prince Georges County, Maryland known as “Amber Ridge.” We have committed up to $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. This project will hold 187 single-family town homes. We are currently pursuing entitlements and have two homebuilders under contract to purchase all of the 187 units upon completion of infrastructure development.
~~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 Company contributed cash of $37.3 million. The land was acquired in two pieces over first half of 2020. On June 26, 2020 the partnership closed on a construction loan with Truist Bank for up to $74 million at an interest rate of 2.25% over LIBOR. The loan matures June 26, 2024 with one extension of two years requiring a .25% fee, paying principal monthly under a 30 year amortization schedule, and meeting a 9.9% debt yield after the first year. The ten-story structure will have 344 apartments and 11,246 square feet of ground floor retail. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting as all major decisions are shared equally.
~~Greenville Partnerships.~~ On December 23, 2019 the Company and Woodfield Development formed a joint venture to develop a mixed-use project in Greenville SC known as ..408 Jackson located across the street from Greenville’s minor league baseball stadium. The project will hold 227 multifamily 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 Company contributed cash of $9.7 million in exchange for a 40% common equity in the joint venture. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting through the construction and lease up period. Woodfield personally guaranteed the loan and will be managing the projects day to day operations. Major decisions for the entity must be made unanimously between both members.
~~On December 23, 2019 the Company and Woodfield formed a joint venture to develop a 200-unit multifamily~~
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apartment project located at 1430 Hampton Avenue, Greenville, SC. 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 Company contributed $6.2 million in exchange for a 40% common equity in the joint venture. The Company’s equity interest in the joint venture is accounted for under the equity method of accounting through the construction and lease up period. Woodfield personally guaranteed the loan and will be managing the projects day to day operations. Major decisions for the entity must be made unanimously between both members.
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

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

Investments in real estate, net. $ 14,284 21,754 4 11,859 364,277 $ 412,178
Cash and cash equivalents 55 310 0 0 9,113 9,478
Unrealized rents & receivables 0 444 0 0 1,168 1,612
Deferred costs 1 238 0 0 3,209 3,448
   Total Assets $ 14,340 22,746 4 11,859 377,767 $ 426,716

Secured notes payable $ 0 11,764 0 0 157,608 $ 169,372
Other liabilities 68 126 0 0 29,452 29,646
Capital - FRP 7,474 5,428 4 11,859 115,874 140,639
Capital - Third Parties 6,798 5,428 0 0 74,833 87,059
   Total Liabilities and Capital $ 14,340 22,746 4 11,859 377,767 $ 426,716

Stabilized Joint Venture Segment.

Currently the segment includes ~~two~~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 major cash outlays incurred in this segment are for property taxes, full service maintenance, property management, utilities ~~marketing~~ and ~~our management.~~marketing. The three stabilized joint venture properties are as follows:

~~Dock 79.~~ This first phase of our RiverFront on The Anacostia project is a joint venture owned by the Company (66%) and our partner, MRP Realty (34%) and is a 305-unit residential apartment building with approximately 18,000 sq. ft. of first floor retail space. For financial reporting purposes the Company consolidates this venture as it is considered the primary beneficiary of the Variable Interest Entity. As of June 30, 2020, the residential units were 90.16% occupied and 92.13% leased, while retail units are 76% leased with just one space remaining.
Property and Occupancy JV Partner Method of Accounting
% Ownership
Dock 79 apartments Washington, D.C.
305 apartment units and 18,000 square feet of retail
MRP Realty Consolidated 66%
The Maren apartments Washington, D.C. 264 residential units and 6,937 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%

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~~DST Hickory Creek.~~ ~~In July 2019,~~Second Quarter Operational Highlights
Highest mining royalty revenue total in any second quarter in segment’s history
Dock 79 residential occupancy above 94% for third straight quarter—first time that has happened since the Company invested $6 million in 1031 proceeds from two sales in 2019 into a Delaware Statutory Trust (DST) known as CS1031 Hickory Creek Apartments, DST. The Company is 26.649% beneficial owner and receives monthly distributions. The DST owns a 294-unit garden-style apartment community consistingfourth quarter of 19 three-story apartment buildings containing 273,940 rentable square feet. The property was constructed in 1984 and substantially renovated in 2016. The property is located in suburban Richmond, Virginia, providing residents convenient access to some of the largest employment and economic drivers in Metro Richmond, including ten Fortune 1,000 companies. The Company’s equity interest in the trust is accounted for under the cost method of accounting and monthly distributions net of depreciation are recorded as equity in loss of joint ventures.
2018

Comparative Results of Operations for the Three months ended June 30, ~~2020~~2021 and ~~2019~~2020

Consolidated Results
(dollars in thousands) Three Months Ended June 30,
2020 2019 Change %
Revenues:
  Lease Revenue $ 3,447 $ 3,730 $ (283 ) -7.6 %
  Mining lands lease revenue 2,402 2,633 (231 ) -8.8 %
Total Revenues 5,849 6,363 (514 ) -8.1 %

Cost of operations:
  Depreciation/Depletion/Amortization 1,500 1,472 28 1.9 %
  Operating Expenses 781 910 (129 ) -14.2 %
  Property Taxes 646 713 (67 ) -9.4 %
  Management company indirect 692 610 82 13.4 %
  Corporate Expense 1,026 551 475 86.2 %
Total cost of operations 4,645 4,256 389 9.1 %

Total operating profit 1,204 2,107 (903 ) -42.9 %

Net investment income, including realized gains
of $134 and $328 2,110 1,984 126 6.4 %
Interest Expense (45 ) (272 ) 227 -83.5 %

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Equity in loss of joint ventures (1,343 ) (272 ) (1,071 ) 393.8 %
Gain on sale of real estate 3,589 536 3,053 569.6 %

Income before income taxes 5,515 4,083 1,432 35.1 %
Provision for income taxes 1,538 1,131 407 36.0 %
Income from continuing operations 3,977 2,952 1,025 34.7 %

Income from discontinued operations, net —   6,776 (6,776 ) -100.0 %

Net income 3,977 9,728 (5,751 ) -59.1 %
Loss attributable to noncontrolling interest (172 ) (97 ) (75 ) 77.3 %
Net income attributable to the Company $ 4,149 $ 9,825 $ (5,676 ) -57.8 %

(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 quarter of ~~2020~~2021 was $82,000 or $.01 per share versus $4,149,000 or $.43 ~~per share versus $9,825,000 or $.99~~ per share in the same period last year. The second quarter of ~~2020~~2021 was impacted by the following items:

~~Corporate~~The quarter includes $1,868,000 amortization expense ~~stock compensation~~ of ~~$570,000 compared~~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 $1,062,000 due to ~~$28,000 in~~bond maturities and repayment of the ~~same period last year due the timing of stock grants.~~Maren preferred equity financing.
Interest expense ~~decreased $227,000 as we capitalized more~~increased $401,000 due to interest on ~~our joint venture construction projects.~~
~~Loss on joint ventures increased $1,071,000 primarily due to our share of~~ the ~~Bryant Street preferred interest, $118,000 amortization of guarantee liability related to the Bryant Street loan, $809,000 operating loss at the Maren due to pre-leasing efforts,~~Maren’s debt partially offset by a lower interest ~~income generated in our opportunity zone investments prior to~~rate on the ~~funds being deployed.~~refinanced Dock 79 debt.
Gain onfrom sale 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 included a gain of $3,589,000 from the sale of the three remaining lots at our Lakeside Business Park and ~~our~~Mining Royalty Lands Segment’s Gulf Hammock ~~Property compared~~Property.
Gain attributable to ~~$536,000~~non-controlling interest for the quarter includes a $953,000 adjustment to the $13.0 million gain on remeasurement attributed to MRP last quarter increasing it to $14.0 million. We finalized our agreement of the ownership split and revised last quarter’s estimate.
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 %
Total revenues in this segment were $588,000, down $128,000 or 17.9%, over the same period last year
~~Income from discontinued operations for the second quarter of 2019 was $6,776,000 or $.68 per share and included~~ due to the sale of our ~~property at 1502 Quarry Drive for $11.7 million. This asset~~warehouse 1801 62^nd Street in July 2020 which had $163,000 of revenues in the same quarter last year. Operating loss was ~~excluded~~($160,000), down $218,000 from an operating profit of $58,000 in the ~~original sale~~same quarter last year primarily due to the ~~tenant potentially exercising its right of first refusal to purchase the property. The second quarter of 2019 included a $328,000 realized gain on the~~ sale of ~~bonds.~~
~~Asset Management Segment Results~~
Three months ended June 30
(dollars in thousands) 2020 % 2019 % Change %

Lease revenue $ 716 100.0 % 662 100.0 % 54 8.2 %

Depreciation, depletion and amortization 200 27.9 % 196 29.6 % 4 2.0 %
Operating expenses 96 13.4 % 175 26.5 % (79 ) -45.1 %
Property taxes (24 ) -3.3 % 90 13.6 % (114 ) -126.7 %
Management company indirect 121 16.9 % 73 11.0 % 48 65.8 %
Corporate expense 265 37.0 % 139 21.0 % 126 90.6 %

Cost of operations 658 91.9 % 673 101.7 % (15 ) -2.2 %

Operating profit $ 58 -8.1 % (11 ) -1.7 % 69 -627.3 %
~~Most of the Asset Management Segment was reclassified to discontinued operations leaving two commercial properties as well as~~1801 62^nd Street. Cranberry Run, which we purchased in the first quarter of 2019, ~~and 1801 62~~^nd ~~Street which joined this segment on April 1 of 2019. Cranberry Run~~ is a five-building industrial park in Harford County, MD
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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 ~~and occupied. 1801 62~~^nd Street is our most recent spec building in Hollander Business Park and is our first warehouse with a 32-foot clear-height ceiling. We completed construction on this building in 2019 and it is now 100% leased and occupied. Total revenues in this segment were $716,000, up $54,000 or 8.2%, overat the ~~same period last year. Operating profit was $58,000, up $69,000 from an operating loss~~end of ~~$11,000 in~~ the same quarter last ~~year due to 1801 62~~^nd ~~St being~~year. Our other two properties remain substantially leased during both periods, with 34 Loveton 95.1% occupied and Square 664E fully leased ~~and occupied, improved leasing at Cranberry offset by the sale of 7030 Dorsey Road in June 2019.~~through August 2026.

Mining Royalty Lands Segment Results
Three months ended June 30 Three months ended June 30
(dollars in thousands) 2020 % 2019 % Change % 2021 % 2020 % Change %

Mining lands lease revenue $ 2,402 100.0 % 2,633 100.0 % (231 ) -8.8 % $ 2,634 100.0 % 2,402 100.0 % 232 9.7 %

Depreciation, depletion and amortization 62 2.6 % 42 1.6 % 20 47.6 % 58 2.2 % 62 2.6 % (4 ) -6.5 %
Operating expenses 14 0.6 % 15 0.6 % (1 ) -6.7 % 12 0.5 % 14 0.6 % (2 ) -14.3 %
Property taxes 65 2.7 % 69 2.6 % (4 ) -5.8 % 68 2.6 % 65 2.7 % 3 4.6 %
Management company indirect 67 2.8 % 49 1.8 % 18 36.7 % 96 3.6 % 67 2.8 % 29 43.3 %
Corporate expense 84 3.5 % 36 1.4 % 48 133.3 % 108 4.1 % 84 3.5 % 24 28.6 %

Cost of operations 292 12.2 % 211 8.0 % 81 38.4 % 342 13.0 % 292 12.2 % 50 17.1 %

Operating profit $ 2,110 87.8 % 2,422 92.0 % (312 ) -12.9 % $ 2,292 87.0 % 2,110 87.8 % 182 8.6 %

Total revenues in this segment were ~~$2,402,000~~$2,634,000 versus ~~$2,633,000~~$2,402,000 in the same period last year. Total operating profit in this segment was ~~$2,110,000, a decrease~~$2,292,000, an increase of ~~$312,000~~$182,000 versus ~~$2,422,000~~$2,110,000 in the same period last year. The primary reason for the decrease is that we are no longer receiving double minimums at our Lake Louisa property, because our tenant, Cemex, received its final permit to begin mining the property in July 2019.

Development Segment Results
Three months ended June 30
(dollars in thousands) 2020 2019 Change

Lease revenue $ 279 316 (37 )

Depreciation, depletion and amortization 53 49 4
Operating expenses 144 95 49
Property taxes 330 295 35
Management company indirect 455 442 13
Corporate expense 617 341 276

Cost of operations 1,599 1,222 377

Operating loss $ (1,320 ) (906 ) (414 )
Three months ended June 30
(dollars in thousands) 2021 2020 Change

Lease revenue $ 451 279 172

Depreciation, depletion and amortization 53 53 —
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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.

With respect to developments in the quarter on ongoing projects:

~~PUD entitlements for our 118-acre tract in Hampstead, Maryland, now known as “Hampstead Overlook,” are ongoing. Hampstead Overlook~~In the third quarter of 2020, we received Concept Plan approval from the Town of Hampstead for 164 single and 91 town home residential units in February 2020, and the project is currently under Preliminary Plan review with the governing agencies.
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~~We are currently pursuing~~ permit entitlements for two industrial buildings at Hollander Business ~~Park totaling 145,750 square feet. Construction is anticipated to begin the third quarter of 2020 with~~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 ~~finished shell building~~plan to start construction in ~~December 2018~~the third quarter of 2021 on ~~the two office buildings~~a build-to-suit building totaling 101,750 square feet. We estimate shell completion in the ~~first phase~~fourth quarter of 2022.
With respect to our joint venture with St. John ~~Properties. Shell building construction of the two retail buildings was completed in January 2019. We~~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 ~~44%~~48.1% leased and 46.8% occupied.
We ~~are~~were the principal capital source of a residential development venture in Baltimore County, Maryland known as “Hyde Park.” We have committed up to $3.5 million in exchange for an interest rate of 10% and a preferred return of 20% after which a “waterfall” determines the split of proceeds from sale. Entitlements for the development of the propertyAll obligations are complete, all principal repaid in full, and ~~a homebuilder is under contract to purchase all of the 126 recorded building lots.~~ we have received $1,032,000 in preferred interest and profits.
The ~~first phase of settlement occurred in May 2020, resulting in a $2.67M principal and interest payment.~~
We are the principal capital source of a residential development venture in Prince George’s County, Maryland known as “Amber Ridge.” We have committed up to $18.5 million in exchange for an interest rate of 10% and a preferred return of 20% after which a “waterfall” determines the split of proceeds from sale. Amber Ridge will hold 187 town homes. We are currently pursuing entitlements and have two homebuilders under contract to purchase all 187 units upon completion of development infrastructure.
In April 2018, we began construction on Phase II of our RiverFront on the Anacostia project, now known as “The Maren.” The 14-story project will have 264 units and 6,937 square feet of ground floor retail and was 98% complete at quarter end. Lease-up commenced in earnest in the second week of March. At the end of the quarter, the Maren was 45% leased, and 23% occupied.
In December 2018, the Company entered into a joint venture agreement with MidAtlantic Realty Partners (MRP) for the development of the first phase of a multifamily, mixed-use development in northeast Washington, DC known as “Bryant Street.” The project is comprised of four buildings, with 487 units and 85,681 square feet of retail. FRP contributed $32 million for common equity and another $23 million for preferred equity to the joint venture. Construction began in February 2019 and as of the end of the quarter was 67% complete. Bryant Street is currently on time, within budget, and expected to be complete in the fourth quarter of 2021, withCoda, the first of ~~the~~our four buildings ~~delivering in the fourth quarter of 2020. This project is located in an opportunity zone and has allowed us to defer $14.9 million in taxes associated with the sale of our industrial assets.~~
~~In December 2019, the Company entered into a~~at Bryant Street joint venture, ~~agreement with MRP for~~received a final certificate of occupancy on April 1, 2021, and leasing efforts are under way. At quarter end, the ~~development of a mixed-use project known as “1800 Half Street.” The development is located in the Buzzard Point area of Washington, DC, less than half a mile downriver from Dock 79~~Coda was 88.31% leased and ~~the Maren. It lies directly between our two acres~~67.53% occupied. Leasing will begin on the ~~Anacostia, currently under lease by Vulcan,~~second and ~~Audi Field, the home stadium of the DC United. The 10-story structure will have 344 apartments and 11,246 square feet of ground floor retail. FRP contributed $37.3 million~~third buildings at Bryant Street in common equity. The project is a qualified opportunity zone investment and will defer just over $10 million in taxes associated with the sale of our industrial assets. In June 2020, we closed on a $74 million construction loan, and we anticipate starting construction during the third quarter of this year.
In December 2019, the company entered into two joint ventures in Greenville, SC with a new partner, Woodfield Development. Woodfield specializes in Class-A multi-family, mixed use developments primarily in the Carolinas and DC. Our firstWe began construction on our 1800 Half Street, now known as The Verge joint venture ~~with them is a 200-unit multifamily~~ project ~~known as “Riverside.” FRP contributed $6.2 million in common equity for a 40% ownership interest. Construction began in February~~at the end of August 2020 and ~~should~~expect the building to be complete in the third quarter of ~~2021. The second joint venture in Greenville with Woodfield is a 227-unit multifamily development known as “.408 Jackson.” It will have 4,700 square feet~~2022. As of ~~retail and is located across~~ the ~~street from Greenville’s minor league baseball stadium. FRP contributed $9.7 million in common equity for a 40% ownership interest. Construction began in May 2020 and should be complete in~~end of the second quarter, the project was 26.82% 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 Riverside in the third quarter of ~~2022. Both projects are qualified opportunity investments and will defer a combined $4.3 million in taxes.~~this year.

Stabilized Joint Venture Segment Results

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

Lease revenue $ 4,822 100.0 % 2,452 100.0 % 2,370 96.7 %

Depreciation, depletion and amortization 4,143 85.9 % 1,185 48.3 % 2,958 249.6 %
Operating expenses 1,263 26.2 % 527 21.5 % 736 139.7 %
Property taxes 526 10.9 % 275 11.2 % 251 91.3 %
Management company indirect 116 2.4 % 49 2.0 % 67 136.7 %
Corporate expense 132 2.8 % 60 2.5 % 72 120.0 %

Cost of operations 6,180 128.2 % 2,096 85.5 % 4,084 194.8 %

Operating profit (loss) $ (1,358 ) -28.2 % 356 14.5 % (1,714 ) -481.5 %
In March 2021, we reached stabilization on Phase II (The Maren) of the development known as Riverfront on the Anacostia in Washington, D.C., a 250,000-square-foot mixed-use development which supports 264 residential units
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~~Stabilized~~and 6,937 square feet of retail developed by a joint venture between the Company and MRP. Stabilization 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. As such, beginning 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 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 Dock 79 in the stabilized joint venture segment.
Total revenues in this segment were $4,822,000, an increase of $2,370,000 versus $2,452,000 in the same period last year. The Maren’s revenue was $2,162,000 and Dock 79 revenues increased $208,000. Total operating loss in this segment was ($1,358,000), a decrease of $1,714,000 versus a profit of $356,000 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 Segment Results~~Venture. Net Operating Income this quarter for this segment was $3,037,000, up $1,383,000 or 83.62% compared to the same quarter last year due to the Maren’s consolidation into this segment.
Three months ended June 30
(dollars in thousands) 2020 % 2019 % Change %

Lease revenue $ 2,452 100.0 % 2,752 100.0 % (300 ) -10.9 %

Depreciation, depletion and amortization 1,185 48.3 % 1,185 43.0 % —   0.0 %
Operating expenses 527 21.5 % 625 22.7 % (98 ) -15.7 %
Property taxes 275 11.2 % 259 9.4 % 16 6.2 %
Management company indirect 49 2.0 % 46 1.7 % 3 6.5 %
Corporate expense 60 2.5 % 35 1.3 % 25 71.4 %

Cost of operations 2,096 85.5 % 2,150 78.1 % (54 ) -2.5 %

Operating profit $ 356 14.5 % 602 21.9 % (246 ) -40.9 %

Dock 79’s average residential occupancy for the quarter was ~~91.50%~~95.69%, and at the end of the quarter, Dock ~~79 was 92.13%~~79’s residential units were 94.10% leased and ~~90.16%~~96.39% occupied. This quarter, ~~62.30%~~61.36% 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.
Second 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 %

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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
29
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 %
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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 ~~this quarter~~ for this segment was ~~$1,654,000, down $213,000~~$4,571,000, up $1,105,000 or ~~11.41%~~31.88% compared to the same ~~quarter~~period last ~~year.~~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 ~~July 2019, the Company~~March, we completed a ~~like-kind exchange by reinvesting $6,000,000 into a Delaware Statutory Trust (DST) known~~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. The~~ DST owns a 294-unit garden-style apartment community known as Hickory Creek consisting of 19 three-story apartment buildings containing 273,940 rentable square feet. Hickory Creek was constructed in 1984 and substantially renovated in 2016 and is located in suburban Richmond, Virginia. The Company is 26.649% beneficial owner and receives monthly distributions. Second quarter distributionsinvestment were ~~$85,000. The project is a qualified 1031 like-kind exchange investment and will defer $790,000 in taxes associated with the sales of 7030 Dorsey Road and 1502 Quarry Drive.~~
~~Comparative Results of Operations for the Six months ended June 30, 2020 and 2019~~
~~Consolidated Results~~
(dollars in thousands) Six Months Ended June 30,
2020 2019 Change %
Revenues:
  Lease Revenue $ 7,045 $ 7,215 $ (170 ) -2.4 %
  Mining lands lease revenue 4,587 4,862 (275 ) -5.7 %
Total Revenues 11,632 12,077 (445 ) -3.7 %

Cost of operations:
  Depreciation/Depletion/Amortization 2,968 2,959 9 0.3 %
  Operating Expenses 1,706 1,792 (86 ) -4.8 %
  Property Taxes 1,383 1,466 (83 ) -5.7 %
  Management company indirect 1,364 1,202 162 13.5 %
  Corporate Expense 2,213 1,196 1,017 85.0 %
Total cost of operations 9,634 8,615 1,019 11.8 %

Total operating profit 1,998 3,462 (1,464 ) -42.3 %

Net investment income, including realized gains
of $242 and $447 4,101 3,794 307 8.1 %
Interest Expense (96 ) (860 ) 764 -88.8 %

31
Equity in loss of joint ventures (1,985 ) (536 ) (1,449 ) 270.3 %
Gain on real estate investments 3,597 536 3,061 571.1 %

Income (loss) before income taxes 7,615 6,396 1,219 19.1 %
Provision for (benefit from) income taxes 2,139 1,803 336 18.6 %
Income (loss) from continuing operations 5,476 4,593 883 19.2 %

Income from discontinued operations, net —   6,862 (6,862 ) -100.0 %

Net income 5,476 11,455 (5,979 ) -52.2 %
Loss attributable to noncontrolling interest (291 ) (268 ) (23 ) 8.6 %
Net income attributable to the Company $ 5,767 $ 11,723 $ (5,956 ) -50.8 %`

Net income for first half of 2020 was $5,767,000 or $.59 per share versus $11,723,000 or $1.17 per share in the same period last year. Income from discontinued operations for the first half of 2019 was $6,862,000 or $.69 per share. Income from continuing operations increased $883,000 or 19% and was impacted by the following items:
~~Corporate expense stock compensation of $1,171,000 compared to $57,000 in the same period last year due the timing of stock grants.~~
~~Interest expense decreased $764,000 as we capitalized more interest on our joint venture construction projects.~~
Loss on joint ventures increased $1,449,000 primarily due to our share of the Bryant Street preferred interest, $236,000 amortization of guarantee liability related to the Bryant Street loan, $992,000 operating loss at the Maren due to pre-leasing efforts, partially offset by interest income generated in our opportunity zone investments prior to the funds being deployed.
~~Gain on sale of $3,597,000 from the sale of the three remaining lots at our Lakeside Business Park and our Gulf Hammock Property compared to $536,000 in the same period last year~~
~~Asset Management Segment Results~~
Six months ended June 30
(dollars in thousands) 2020 % 2019 % Change %

Lease revenue $ 1,368 100.0 % 1,303 100.0 % 65 5.0 %

Depreciation, depletion and amortization 392 28.6 % 373 28.6 % 19 5.1 %
Operating expenses 193 14.1 % 384 29.5 % (191 ) -49.7 %
Property taxes 48 3.5 % 146 11.2 % (98 ) -67.1 %
Management company indirect 235 17.2 % 175 13.4 % 60 34.3 %
Corporate expense 573 41.9 % 302 23.2 % 271 89.7 %

Cost of operations 1,441 105.3 % 1,380 105.9 % 61 4.4 %

Operating profit $ (73 ) -5.3 % (77 ) -5.9 % 4 -5.2 %
Most of the Asset Management Segment was reclassified to discontinued operations leaving two commercial properties as well as Cranberry Run, which we purchased in the first quarter of 2019, and 1801 62^nd Street which joined this segment on April 1 of 2019. Cranberry Run is a five-building industrial park in Harford County, MD totaling 268,010 square feet of industrial/ flex space and at quarter end was 71.9% leased and occupied. 1801 62^nd ~~Street is our most recent spec building in Hollander Business Park and is our first warehouse with a 32-foot clear-~~
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height ceiling. We completed construction on this building in 2019 and it is now 100% leased and occupied. Total revenues in this segment were $1,368,000, up $65,000 or 5.0%, over the same period last year. Operating loss was $73,000, down $4,000 from an operating loss of $77,000 in the same period last year due to higher allocation of corporate expenses.
~~Mining Royalty Lands Segment Results~~
Six months ended June 30
(dollars in thousands) 2020 % 2019 % Change %

Mining lands lease revenue $ 4,587 100.0 % 4,862 100.0 % (275 ) -5.7 %

Depreciation, depletion and amortization 100 2.2 % 94 1.9 % 6 6.4 %
Operating expenses 27 0.6 % 31 0.7 % (4 ) -12.9 %
Property taxes 132 2.9 % 137 2.8 % (5 ) -3.6 %
Management company indirect 133 2.9 % 98 2.0 % 35 35.7 %
Corporate expense 181 3.9 % 79 1.6 % 102 129.1 %

Cost of operations 573 12.5 % 439 9.0 % 134 30.5 %

Operating profit $ 4,014 87.5 % 4,423 91.0 % (409 ) -9.2 %
Total revenues in this segment were $4,587,000 versus $4,862,000 in the same period last year. Total operating profit in this segment was $4,014,000, a decrease of $409,000 versus $4,423,000 in the same period last year. The primary reason for this decrease is that we are no longer receiving double minimums at our Lake Louisa property, because our tenant, Cemex, received its final permit to begin mining the property in July 2019.
~~Development Segment Results~~
Six months ended June 30
(dollars in thousands) 2020 2019 Change

Lease revenue $ 572 585 (13 )

Depreciation, depletion and amortization 107 107 —
Operating expenses 353 141 212
Property taxes 689 618 71
Management company indirect 900 837 63
Corporate expense 1,329 740 589

Cost of operations 3,378 2,443 935

Operating loss $ (2,806 ) (1,858 ) (948 )
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.
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~~Stabilized Joint Venture Segment Results~~
Six months ended June 30
(dollars in thousands) 2020 % 2019 % Change %

Lease revenue $ 5,105 100.0 % 5,327 100.0 % (222 ) -4.2 %

Depreciation, depletion and amortization 2,369 46.4 % 2,385 44.8 % (16 ) -0.7 %
Operating expenses 1,133 22.2 % 1,236 23.2 % (103 ) -8.3 %
Property taxes 514 10.1 % 565 10.6 % (51 ) -9.0 %
Management company indirect 96 1.9 % 92 1.7 % 4 4.3 %
Corporate expense 130 2.5 % 75 1.4 % 55 73.3 %

Cost of operations 4,242 83.1 % 4,353 81.7 % (111 ) -2.5 %

Operating profit $ 863 16.9 % 974 18.3 % (111 ) -11.4 %
~~Dock 79’s average occupancy~~$171,000 for the first six months ~~was 92.56%, and at the end~~ of the second quarter, Dock 79 was 92.13% leased and 90.16% occupied. For the first six months, 58.33% of expiring leases renewed with an average increase in rent on those renewals of 0.60% due to the mandated rent freeze on renewals that went into effect in March. Net Operating Income for this segment was $3,466,000, down $31,000 or .9% compared to the same period last year. ~~Dock 79 is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 66% ownership.~~

Distributions for Hickory Creek were $168,000 for the first six months. The project is a qualified 1031 like-kind exchange investment in a Delaware Statutory Trust of which the Company is a 26.659% beneficial owner.

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, ~~2020,~~2021, we had ~~$34,481,000~~$138,838,000 of cash and cash equivalents along with ~~$130,058,000~~$32,129,000 of investments available for sale. As of June 30, ~~2020,~~2021, we had no debt borrowed under our $20 million Wells Fargo revolver, ~~$411,000~~$506,000 outstanding under letters of credit and ~~$19,589,000~~$19,494,000 available to borrow under the revolver. ~~In November 2017, we secured $90 million in permanent financing for~~On March 19, 2021, the Company refinanced Dock 79 ~~from EagleBank,~~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 ~~proceeds of which were used to pay off $79 million of construction and mezzanine debt. The remainder was distributed pari passu between the Company and our partners.~~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
Ended June 30,
2020 2019
Total cash provided by (used for):
Operating activities $ 9,110 8,161
Investing activities 7,787 31,138
Financing activities (12,762 ) (5,677 )
Increase (decrease) in cash and cash equivalents $ 4,135 33,622

Outstanding debt at the beginning of the period $ 88,925 88,789
Outstanding debt at the end of the period $ 88,993 88,857

Six months
Ended June 30,
2021 2020
Total cash provided by (used for):
Operating activities $ 10,963 9,110
Investing activities 52,438 7,787
Financing activities 844 (12,762 )
Increase in cash and cash equivalents $ 64,245 4,135

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

Operating Activities - Net cash provided by operating activities for the six months ended June 30, ~~2020~~2021 was ~~$9,110,000~~$10,963,000 versus ~~$8,161,000~~$9,110,000 in the same period last year. ~~Net~~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 ~~used in~~provided by operating ~~activities of discontinued operations for the six months ended June 30, 2019 was $2,441,000.~~activities.

Investing Activities - Net cash provided by investing activities for the six months ended June 30, ~~2020~~2021 was ~~$7,787,000~~$52,438,000 versus ~~$31,138,000~~$7,787,000 in the same period last year. The ~~decrease~~$45 million increase was primarily due ~~primarily~~ to ~~the proceeds on the sale investments available for sale offset by the purchase~~a return of ~~investments available for sale, while the prior year included the acquisition of Cranberry Business Park, and the preferred equity contribution to the RiverFront Holdings II joint venture.~~
3431

our preferred equity financing with interest of $16.1 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, and $3.7 million for cash on the books of The Maren upon consolidation.
At June 30, ~~2020~~2021 the Company was invested in 5912 corporate bonds with individual maturities ~~ranging from 2020 through 2022.~~over the next 7 months. The unrealized gain on these bonds of ~~$1,584,000~~$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 ano realized ~~gain of $242,000 in its net investment income related to~~gains or losses on bonds that matured or were sold in ~~2020.~~2021.

Financing Activities – Net cash ~~used in~~provided by investing activities was ~~$12,762,000~~$844,000 versus ~~$5,677,000~~net cash used in financing activities of $12,762,000 in the same period last year due primarily due to the ~~increased purchase~~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 in the six months ended June 30, 2020.~~stock.

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”)~~, 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 ~~(“Revolver”)~~ 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, ~~2020,~~2021, these covenants would have limited our ability to pay dividends to a maximum of ~~$219~~$228 million combined.

On ~~November 17, 2017, Riverfront Holdings I, LLC (the "Joint Venture")~~March 19, 2021, the Company refinanced ~~the~~ Dock 79 ~~project~~and The Maren projects pursuant to aseparate Loan ~~Agreement~~Agreements and Deed of Trust ~~Note~~Notes entered into with ~~EagleBank ("Loan Documents").~~Teachers Insurance and Annuity Association of America, LLC. Dock 79 and The ~~Joint Venture, which was formed between the Company~~Maren borrowed principal sums of $92,070,000 and ~~MRP in 2014 in connection with the development of the Riverfront on the Anacostia property, borrowed a principal sum of $90,000,000~~$88,000,000 respectively, in connection with the refinancing. The ~~loan is~~loans are separately secured by the Dock 79 and The Maren real property and improvements, ~~bears~~bear a fixed interest rate of ~~4.125%~~3.03% per annum, and ~~has a term of 120 months. During the first 48 months of the loan term, the Joint Venture will make~~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 ~~thereafter, make monthly payments~~a 0.75% transfer fee. Effective March 31, 2021 the Company consolidated the assets (at current fair value), liabilities and operating results of ~~principal and interest in equal installments based upon a 30-year amortization period. The loan is a non-recourse loan. However, all amounts due~~our Riverfront Investment Partners II, LLC partnership (The Maren) which was previously accounted for under the ~~Loan Documents will become immediately due upon an event~~equity method. As such the full amount of ~~default by~~our mortgage loan was recorded in the Joint Venture, such events including, without limitation, Joint Venture's (i) failure to: pay, permit inspections or observe covenants under the Loan Documents, (ii) breach of representations made under the Loan Documents (iii) voluntary or involuntary bankruptcy, and (iv) dissolution, or the dissolution of the guarantor. MidAtlantic Realty Partners, LLC, an affiliate of MRP, has executed a carve-out guaranty in connection with the loan.consolidated financial statements.

Cash Requirements – The Board of Directors has authorized Management to repurchase shares of the Company’s common stock from time to time as opportunities arise. On May 6, 2020, the Board of Directors approved a $10,000,000 increase in the Company’s stock repurchase authorization. As of June 30, 2020, $8,585,000 was authorized for future repurchases of common stock. The Company does not currently pay any cash dividends on common stock.
The Company currently expects its capital expenditures for the remainder of ~~2020~~2021 to include approximately ~~$37.8~~$26.8 million for real estate ~~development~~ 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 have continued to operate throughout the pandemic in accordance with White House guidance and orders issued by state and local authorities. We have implemented social distancing and other measures to protect the health of our employees and customers. ~~While we recognize~~Our Dock 79 and The Maren properties in Washington, D.C. suffered the ~~importance of social distancing, stay at home and telework measures~~principal impacts to ~~protect human health, these measures will adversely affect~~our business from the pandemic during 2020 due to our retail tenants ~~as long as they remain in place. We are negotiating with~~being unable to operate at capacity, the lack of attendance at the Washington Nationals baseball park and the rent freeze imposed by the District. It is possible that some of these same conditions may impact our ability to lease retail ~~tenants on rent abatements and cash flow adjustments that will adversely affect our NOI.~~spaces at Bryant Street. We anticipate that ~~the pandemic~~these impacts will continue ~~to have negative impacts on~~for at least the ~~overall economy that is likely to have a negative impact on many~~remainder of ~~our tenants. During this period, we will continue to fulfill our duty to operate while managing our business in a prudent fashion.~~2021.
3532

Summary and Outlook. ~~This~~It is hard to reconcile where we were a year ago with the first ~~quarter where~~six months of this year. The fear, angst, and malaise so prevalent at the Company had to reckon with the full effects of COVID-19, and the ensuing economic shutdown and effects associated with it. Beyond the internal practical issues of working from home, ensuring the safety of our employees and tenants, running a shareholder and board meeting virtually, there were the larger issues of rent freezes at Dock 79, the lease-up of the Maren during a pandemic, and general uncertainty on how this would affect our tenants, construction, and our royalties business. The fallout from this extraordinary situation has been mixed. Even in midstheight 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 ~~were able to sell~~are even more excited for what the future holds for both the assets we have in place and those in our ~~three remaining lots at Lakeside Business Park for $3.75 million, and our Gulf Hammock property for $2.51 million. Royalties are down compared to~~development pipeline.
Royalty revenue this quarter was up 9.65% over the same period last year, ~~though how much of it is COVID-related is debatable at this point. Some locations are down compared to 2019, while others doing markedly better than last year. The bulk of~~and royalty revenue through the decrease can be attributed to no longer receiving double minimums at Lake Louisa. Even with the decreases, our outlook in the short and long term remains positive regarding this segment. Our annualized revenue ($9,174,000) and revenuefirst two quarters was up 7.88%. Revenue for the last twelve months ~~($9,163,000) would still be~~was $9,838,907, an increase of 7.37% over the ~~second-best~~same period last year and an increase of 3.81% over calendar year 2020. This is the first time this segment has surpassed $9.75 million in revenue 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 ~~history~~segment’s history.
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 quarter of 2018. As you no doubt recall, the Maren achieved stabilization in the final month of the first quarter. As a result, this marks the first reporting period with the Maren consolidated on 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 ~~segment.~~
Weyear once build out is complete. It has been over a year since the District put in place the “emergency” measures which have ~~been fortunate that none of the local governments where we currently have projects under development have halted construction. We have had problems getting~~prevented us from raising rents on renewals. This has obviously mitigated our ~~certificates of occupancy on the final floors of~~ability to grow NOI at Dock 79. With the Maren ~~simply because local restrictions have made~~now going through its first generation of renewals, it ~~difficult~~too is feeling the effect of these emergency measures. It is our understanding that these measures are set to ~~get the inspectors on site. Beyond the economic headwinds caused by the pandemic, there are the necessary~~expire but still problematic logistical issues with trying to lease up a building during this unusual situation—virtual tours, an inability to showcase the property with events, no baseball etc. Even with all that, we signed 91 leases this quarter, including 44 in May. At quarter end, the Maren was 45% leased and 23% occupied, putting us well ahead of schedule on lease-up. The building itself is very close to the finish line in terms of completion. We have conditional certificates of occupancy in place for all floors with actual units in them. All that remains are the certificates of occupancy for the amenity spaces along with the final certificate of occupancy for the building itself.
~~Dock 79 remains a source of some concern. The rent freeze on renewals will be in effect at least until October. Because our apartments come up for renewal two months~~not prior to the end of the ~~lease, an October~~year. Because renewal negotiations take place several weeks in advance, if the emergency measures expire at year end, we will not see any practical effect to rent increases until February 2022.
We remain pleased with the ~~rent freeze~~current direction 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 ~~60-day tail means that there~~build-to-suit and two spec buildings under construction at Hollander and intend to follow a similar course of action. Those three buildings will ~~more than likely be no increases on renewals~~complete any development at Hollander for the ~~rest~~foreseeable future. Because of that, we have bolstered our land bank with the ~~year. A shortened baseball season without fans compounds a difficult situation~~$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 ~~retail tenants and consequently Dock 79. However, all three businesses have been able to resume operating to~~remaining inventory at Hollander Business Park.
With the ~~extent that they can. Two of our tenants were able to resume paying rent in June. We are still working with all three on a payment plan for the back rent. During a pandemic, during the construction~~consolidation of the Maren, ~~next door, without baseball, occupancy remains above 90% at quarter end.~~
Industrial remains strong as an asset class. We had no issues with tenants paying rent and do not expect to. We had some concerns regarding our office tenants, but every tenant is currently paying rentrefinancing both Riverfront projects, and the ~~only issue we had with back rent is one tenant who owes $6,500 for~~unprecedented performance of the ~~month of April.~~
We issued our first quarter earnings and consequently our outlook during a period of heightened concern and uncertainty. This company along with our country and the entire world was struggling to comprehend the immediate and long-term effects of something none of us had any familiarity with. It would be inaccurate to suggest that we are any less concerned or any more certain than we were three months ago. We have not seen the end of COVID-19 nor its effects, but we have at least seen how our business responds to it. This quarter could have gone any number of ways, and thankfully, we have more good things to report than bad, more cause for confidence than unease. A conservative balance sheet and substantial cash reserves are one reason for our confidence. However, we believe strongly in our business and its assets which is why we continue to put money back into the company in the form of share buybacks. During themining royalties segment, it has been an exciting first six months, to say the least. And yet the second half should prove no less eventful as we look to complete construction on Bryant Street and the first of ~~2020,~~our two developments in Greenville. Riverside in Greenville begins lease-up in August. The Chase, which 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 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 in liquidity allows us that luxury of that optimism. We will continue to be opportunistic in repurchasing stock. During 2021, the Company repurchased ~~298,303~~6,004 shares at an average cost of ~~$41.41~~$43.95 per share.

Finally, subsequent to the end of the quarter, on July 31, the Company sold its warehouse at 1801 62nd Street in Hollander Business Park for $12.3 million. This 94,350 square-foot warehouse came on line in second quarter of 2019, was fully leased and occupied in the fourth quarter of 2019, and was our first building with a 32-foot clear. The decision to sell was in keeping with a departure from our previous “develop and hold” business model. The sale resulted in a gain of $3.8 million before taxes and the proceeds were placed in a 1031 exchange fund.
36
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 ~~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.
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)
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 (47 ) (739 ) 622 4,162 1,478 5,476
Income Tax Allocation (18 ) (274 ) 338 1,543 550 2,139 (18 ) (274 ) 338 1,543 550 2,139
Income (loss) from continuing operations before income taxes (65 ) (1,013 ) 960 5,705 2,028 7,615 (65 ) (1,013 ) 960 5,705 2,028 7,615

Less:
Equity in profit of Joint Ventures —   —   168 —   —   168 —   —   168 —   —   168
Gains on sale of buildings 8 1,877 — 1,712 — 3,597 8 1,877 —   1,712 —   3,597
Unrealized rents 114 —   —   121 —   235 114 —   —   121 —   235
Interest income —   2,048 —   —   2,053 4,101 —   2,048 —   —   2,053 4,101
Plus:
Unrealized rents —   —   8 —   —   8 —   —   8 —   —   8
Equity in loss of Joint Venture —   2,132 —   21 —   2,153 —   2,132 —   21 —   2,153
Interest Expense —   —   71 —   25 96 —   —   71 —   25 96
Depreciation/Amortization 392 107 2,369 100 —   2,968 392 107 2,369 100 —   2,968
Management Co. Indirect 235 900 96 133 —   1,364 235 900 96 133 —   1,364
Allocated Corporate Expenses 573 1,329 130 181 —   2,213 573 1,329 130 181 —   2,213

Net Operating Income (loss) 1,013 (470 ) 3,466 4,307 —   1,998 1,013 (470 ) 3,466 4,307 —   8,316

Net Operating Income Reconciliation
Six months ended 06/30/19 (in thousands)
Stabilized
Asset Joint Mining Unallocated FRP
Management Development Venture Royalties Corporate Holdings
Segment Segment Segment Segment Expenses Totals
Income (loss) from continuing operations 335 (1,347 ) 25 3,211 2,369 4,593
Income Tax Allocation 124 (499 ) 109 1,190 879 1,803
Income (loss) from continuing operations before income taxes 459 (1,846 ) 134 4,401 3,248 6,396

Less:
Gains on sale of buildings 536 — — — — 536
Unrealized rents — —   29 —   —   29
Interest income —   526 —   —   3,268 3,794
Plus:
Unrealized rents 3 —   —   228 —   231
Equity in loss of Joint Venture —   514 —   22 —   536
Interest Expense —   —   840 —   20 860
Depreciation/Amortization 373 107 2,385 94 —   2,959
Management Co. Indirect 175 837 92 98 —   1,202
Allocated Corporate Expenses 302 740 75 79 —   1,196

Net Operating Income 776 (174 ) 3,497 4,922 —   9,021
34
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.

37
Under the Wells Fargo Credit Agreement, the applicable margin for borrowings at June 30, ~~2020~~2021 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, ~~2020,~~2021, 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, ~~2020,~~2021, 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.

38

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, ~~2019,~~2020, 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.
35

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.

~~The current pandemic of~~A decline in the ~~novel coronavirus COVID-19~~economic conditions or demand in our key markets could ~~materially and~~ adversely ~~impact or disrupt~~affect our ~~financial condition, results of operations, cash flows and performance.~~business.

Since being reported in December 2019, the novel coronavirus (COVID-19) pandemic has had repercussions across regional and global economies and financial markets. The outbreak of COVID-19 has significantly adversely impacted global economic activity, contributed to significant volatility and negative pressure in financial markets and increased economic uncertainty. In response to the pandemic, many states and cities in which we own properties have instituted quarantines, restrictions on travel, “shelter in place” rules, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue. In response to these restrictions and to protect employee safety, many of our employees are working remotely.

~~As a result, the COVID-19 pandemic is negatively impacting many industries, especially the~~A predominance of our commercial ~~real estate business which has~~ and residential/mixed use ~~tenants including apartment dwellers, small businesses~~properties are located in Washington, D.C. and ~~restaurants. The significance, extent~~a select number of other geographic markets. We are, therefore, subject to increased exposure to economic demand and ~~duration of~~other competitive factors specific to these markets. While the ~~impacts of the COVID-19 pandemic~~Washington, D.C. market remains ~~largely uncertain and dependent on future developments that~~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 ~~accurately predicted at~~sure that these markets will continue to grow or demand this ~~time, such as the continued severity and spread~~type of ~~the virus, the period of time during which mandated social distancing or other mitigation measures remain~~assets in ~~place, the timetable for developing effective treatments and a vaccine and the trajectory of the economic recovery.~~
~~At this time, the Company anticipates that the pandemic could have material and adverse effects on~~ our ~~ability to successfully operate and on our financial condition, results of operations and cash flows due to, among other factors:~~portfolio.

● ~~Our ability to continue to collect rents, on a timely basis or at all, without reductions or other concessions, from tenants of the Asset Management and Stabilized Joint Ventures segments;~~

● ~~Our ability to renew leases on favorable terms with tenants of the Asset Management and Stabilized Joint Ventures segments;~~

● ~~A decline in royalties collected by our Mining Royalties section in the event that the pandemic results in a decline in construction activity;~~
● Our ability to complete pending and planned construction projects in a timely manner due to restrictions imposed on construction activities, delays in the permitting process or delays in the supply of materials or labor necessary for construction.

● Difficulty in obtaining debt financing for our development projects on favorable terms or an inability to comply with financial covenants of our credit facility and other debt agreements and result in a default and potentially an acceleration of indebtedness;

39
● ~~Any impairment in value of our tangible or intangible assets which could be recorded as a result of a weaker economic conditions;~~

● the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, could result in a deterioration in our ability to ensure business continuity during this disruption.

~~The rapid development and fluidity of this situation precludes any prediction as to the full adverse impact of the COVID-19 pandemic.~~

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 30 105,834 $ 42.28 105,834 $ 3,044,000

May 1
Through
May 31 65,206 $ 41.30 65,206 $ 10,350,000

June 1
Through
June 30 44,772 $ 39.43 44,772 $ 8,585,000

Total 215,812 $ 41.39 215,812
(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 —   $ —   —

(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 ~~42.~~38.

4036

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 ~~14, 2020~~16, 2021 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)
4137

FRP HOLDINGS, INC.
FORM 10-Q FOR THE ~~SIX~~THREE MONTHS ENDED JUNE 30, ~~2020~~2021
EXHIBIT INDEX

~~(14)~~(31)(a) Financial Code of Ethical Conduct between the Company, Chief Executive Officers and Financial Managers, adopted December 3, 2014, incorporated by reference to Exhibit 14 to the Company’s Form 10-Q filed on November 9, 2017.
~~(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.INS~~101.XSD ~~XBRL Instance Document~~
~~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

4238

	June 30		December 31
Assets:	2020		2019
Real estate investments at cost:
Land	$	81,679		84,383
Buildings and improvements		147,819		147,019
Projects under construction		888		1,056
Total investments in properties		230,386		232,458
Less accumulated depreciation and depletion		32,634		30,271
Net investments in properties		197,752		202,187

Real estate held for investment, at cost		8,788		8,380
Investments in joint ventures		159,779		160,452
Net real estate investments		366,319		371,019

Cash and cash equivalents		30,742		26,607
Cash held in escrow		3,739		186
Accounts receivable, net		1,323		546
Investments available for sale at fair value		130,058		137,867
Unrealized rents		657		554
Deferred costs		791		890
Other assets		488		479
Total assets	$	534,117		538,148

Liabilities:
Secured notes payable	$	88,993		88,925
Accounts payable and accrued liabilities		2,155		2,431
Other liabilities		1,886		1,978
Deferred revenue		627		790
Federal and state income taxes payable		2,651		504
Deferred income taxes		50,212		50,111
Deferred compensation		1,430		1,436
Tenant security deposits		362		328
Total liabilities		148,316		146,503

Commitments and contingencies

Equity:
Common stock, $.10 par value 25,000,000 shares authorized, 9,563,144 and 9,817,429 shares issued and outstanding, respectively		956		982
Capital in excess of par value		57,107		57,705
Retained earnings		310,486		315,278
Accumulated other comprehensive income, net		1,194		923
Total shareholders’ equity		369,743		374,888
Noncontrolling interest MRP		16,058		16,757
Total equity		385,801		391,645
Total liabilities and shareholders’ equity	$	534,117		538,148

													Accumu-
													lated
													Other
													Compre-			Total
							Capital in						hensive			Share			Non-
	Common Stock						Excess of			Retained			Income, net			Holders’			Controlling			Total
	Shares			Amount			Par Value			Earnings			of tax			Equity			Interest			Equity
Balance at December 31, 2019		9,817,429		$	982		$	57,705		$	315,278		$	923		$	374,888		$	16,757		$	391,645

Exercise of stock options
Stock option grant compensation								47									47						47
Restricted stock compensation								94									94						94
Shares granted to Employees		11,448			1			529									530						530
Shares granted to Directors		12,050			1			499									500						500
Restricted stock award		20,520			2			(2	)								—						—
Shares purchased and cancelled		(298,303	)		(30	)		(1,765	)		(10,559	)					(12,354	)					(12,354	)
Net income											5,767						5,767			(291	)		5,476
Distributions to partners																				(408	)		(408	)
Unrealized gain on investment, net														271			271						271

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, 2018		9,969,174		$	997		$	58,004		$	306,307		$	(701	)	$	364,607		$	18,648		$	383,255

Exercise of stock options		4,804						145									145						145
Stock option compensation								57									57						57
Shares purchased and cancelled		(110,527	)		(11	)		(644	)		(4,657	)					(5,312	)					(5,312	)
Net income											11,723						11,723			(268	)		11,455
Distributions to partners																				(510	)		(510	)
Unrealized gain on investment, net														1,911			1,911						1,911

Balance at June 30, 2019		9,863,451		$	986		$	57,562		$	313,373		$	1,210		$	373,131		$	17,870		$	391,001

	As of June 30, 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	$	103,602		132,932		46,106		27,603		20,845	$	331,088
Cash and cash equivalents		720		512		1,483		8,917		21,878		33,510
Unrealized rents & receivables		78		95		622		0		0		795
Deferred costs		26		14		440		2,807		372		3,659
Total Assets	$	104,426		133,553		48,651		39,327		43,095	$	369,052

Secured notes payable	$	60,252		35,770		29,268		0		0	$	125,290
Other liabilities		2,094		19,405		171		392		3,213		25,275
Capital - FRP		36,732		58,224		5,120		37,460		15,953		153,489
Capital - Third Parties		5,348		20,154		14,092		1,475		23,929		64,998
Total Liabilities and Capital	$	104,426		133,553		48,651		39,327		43,095	$	369,052


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

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

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

	As of December 31, 2019										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	$	87,521		95,903		46,685		14,391		1,889	$	246,389
Cash and cash equivalents		630		387		1,764		25,770		17,325		45,876
Unrealized rents & receivables		82		158		446		0		0		686
Deferred costs		2		29		474		0		0		505
Total Assets	$	88,235		96,477		49,369		40,161		19,214	$	293,456

Secured notes payable	$	38,564		1,660		29,246		0		0	$	69,470
Other liabilities		6,771		17,183		120		1,363		1,889		27,326
Capital - FRP		37,284		57,479		6,000		37,314		15,919		153,996
Capital - Third Parties		5,616		20,155		14,003		1,484		1,406		42,664
Total Liabilities and Capital	$	88,235		96,477		49,369		40,161		19,214	$	293,456

Location	Acreage	Status
Brooksville, Fl	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	~~1,993~~1,907 +/-	Approval in place for 105, 1 acre, waterfront residential lots after mining completed.
Total	~~6,273~~6,187 +/-

Location	Approx. Acreage	Status	NBV	Approx. Acreage	Status	NBV
RiverFront on the Anacostia Phases III-IV	2.5	Conceptual design program ongoing.	$6,062,000
Riverfront on the Anacostia Phases III-IV				2.5	Conceptual design program ongoing.	$6,125,000
Hampstead Trade Center, MD	73	Residential conceptual design program ongoing	$8,709,000	73	Residential zoning applied for in preparation for sale	$9,415,000
Square 664E,on the Anacostia River in DC	2	Under lease to Vulcan Materials as a concrete batch plant through 2021 with one 5-year renewal option.	$7,927,000
Square 664E, on the Anacostia River in DC				2	Under lease to Vulcan Materials as a concrete batch plant through 2026	$7,760,000
Total	77.5		$22,698,000	77.5		$23,300,000

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 square feet of retail partially completed	61.36%
Hyde Park residential development in Essexshire, MD		Property sold, $3.5 million investment in exchange for an interest rate of 10% and a preferred return of 20%	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 of ten-story structure with 344 apartments and 11,246 square feet of ground floor retail underway	61.37%
.408 Jackson property in Greenville, SC	Woodfield Development	Construction of mixed-use project with 227 multifamily units and 4,700 square feet of retail space began in May 2020	40%
Riverside property 1430 Hampton Avenue, Greenville, SC	Woodfield Development	Construction of 200 unit apartment project began in February 2020	40%

Property and Occupancy	JV Partner	Method of Accounting	% Ownership
Dock 79 apartments Washington, D.C. 305 apartment units and 18,000 square feet of retail	MRP Realty	Consolidated	66%
The Maren apartments Washington, D.C. 264 residential units and 6,937 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%

(dollars in thousands)		Three Months Ended June 30,
	2020				2019			Change			%
Revenues:
Lease Revenue	$		3,447		$	3,730		$	(283	)		-7.6	%
Mining lands lease revenue			2,402			2,633			(231	)		-8.8	%
Total Revenues			5,849			6,363			(514	)		-8.1	%

Cost of operations:
Depreciation/Depletion/Amortization			1,500			1,472			28			1.9	%
Operating Expenses			781			910			(129	)		-14.2	%
Property Taxes			646			713			(67	)		-9.4	%
Management company indirect			692			610			82			13.4	%
Corporate Expense			1,026			551			475			86.2	%
Total cost of operations			4,645			4,256			389			9.1	%

Total operating profit			1,204			2,107			(903	)		-42.9	%

Net investment income, including realized gains
of $134 and $328			2,110			1,984			126			6.4	%
Interest Expense			(45	)		(272	)		227			-83.5	%

(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	%

	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	%

(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	%

(dollars in thousands)		Six Months Ended June 30,
	2020				2019			Change			%
Revenues:
Lease Revenue	$		7,045		$	7,215		$	(170	)		-2.4	%
Mining lands lease revenue			4,587			4,862			(275	)		-5.7	%
Total Revenues			11,632			12,077			(445	)		-3.7	%

Cost of operations:
Depreciation/Depletion/Amortization			2,968			2,959			9			0.3	%
Operating Expenses			1,706			1,792			(86	)		-4.8	%
Property Taxes			1,383			1,466			(83	)		-5.7	%
Management company indirect			1,364			1,202			162			13.5	%
Corporate Expense			2,213			1,196			1,017			85.0	%
Total cost of operations			9,634			8,615			1,019			11.8	%

Total operating profit			1,998			3,462			(1,464	)		-42.3	%

Net investment income, including realized gains
of $242 and $447			4,101			3,794			307			8.1	%
Interest Expense			(96	)		(860	)		764			-88.8	%

Equity in loss of joint ventures		(1,985	)		(536	)		(1,449	)	270.3	%
Gain on real estate investments		3,597			536			3,061		571.1	%

Income (loss) before income taxes		7,615			6,396			1,219		19.1	%
Provision for (benefit from) income taxes		2,139			1,803			336		18.6	%
Income (loss) from continuing operations		5,476			4,593			883		19.2	%

Income from discontinued operations, net		—			6,862			(6,862	)	-100.0	%

Net income		5,476			11,455			(5,979	)	-52.2	%
Loss attributable to noncontrolling interest		(291	)		(268	)		(23	)	8.6	%
Net income attributable to the Company	$	5,767		$	11,723		$	(5,956	)	-50.8	%`

		Six months
		Ended June 30,
		2020		2019
Total cash provided by (used for):
Operating activities	$	9,110			8,161
Investing activities		7,787			31,138
Financing activities		(12,762	)		(5,677	)
Increase (decrease) in cash and cash equivalents	$	4,135			33,622

Outstanding debt at the beginning of the period	$	88,925			88,789
Outstanding debt at the end of the period	$	88,993			88,857

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)
							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		(47	)		(739	)		622		4,162		1,478		5,476
Income Tax Allocation		(18	)		(274	)		338		1,543		550		2,139		(18	)		(274	)		338		1,543		550		2,139
Income (loss) from continuing operations before income taxes		(65	)		(1,013	)		960		5,705		2,028		7,615		(65	)		(1,013	)		960		5,705		2,028		7,615

Less:
Equity in profit of Joint Ventures		—			—			168		—		—		168		—			—			168		—		—		168
Gains on sale of buildings		8			1,877			—		1,712		—		3,597		8			1,877			—		1,712		—		3,597
Unrealized rents		114			—			—		121		—		235		114			—			—		121		—		235
Interest income		—			2,048			—		—		2,053		4,101		—			2,048			—		—		2,053		4,101
Plus:
Unrealized rents		—			—			8		—		—		8		—			—			8		—		—		8
Equity in loss of Joint Venture		—			2,132			—		21		—		2,153		—			2,132			—		21		—		2,153
Interest Expense		—			—			71		—		25		96		—			—			71		—		25		96
Depreciation/Amortization		392			107			2,369		100		—		2,968		392			107			2,369		100		—		2,968
Management Co. Indirect		235			900			96		133		—		1,364		235			900			96		133		—		1,364
Allocated Corporate Expenses		573			1,329			130		181		—		2,213		573			1,329			130		181		—		2,213

Net Operating Income (loss)		1,013			(470	)		3,466		4,307		—		1,998		1,013			(470	)		3,466		4,307		—		8,316

Net Operating Income Reconciliation
Six months ended 06/30/19 (in thousands)
						Stabilized
	Asset					Joint		Mining		Unallocated		FRP
	Management		Development			Venture		Royalties		Corporate		Holdings
	Segment		Segment			Segment		Segment		Expenses		Totals
Income (loss) from continuing operations		335		(1,347	)		25		3,211		2,369		4,593
Income Tax Allocation		124		(499	)		109		1,190		879		1,803
Income (loss) from continuing operations before income taxes		459		(1,846	)		134		4,401		3,248		6,396

Less:
Gains on sale of buildings		536		—			—		—		—		536
Unrealized rents		—		—			29		—		—		29
Interest income		—		526			—		—		3,268		3,794
Plus:
Unrealized rents		3		—			—		228		—		231
Equity in loss of Joint Venture		—		514			—		22		—		536
Interest Expense		—		—			840		—		20		860
Depreciation/Amortization		373		107			2,385		94		—		2,959
Management Co. Indirect		175		837			92		98		—		1,202
Allocated Corporate Expenses		302		740			75		79		—		1,196

Net Operating Income		776		(174	)		3,497		4,922		—		9,021

						(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 ~~14, 2020~~16, 2021	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)

~~(14)~~(31)(a)	Financial Code of Ethical Conduct between the Company, Chief Executive Officers and Financial Managers, adopted December 3, 2014, incorporated by reference to Exhibit 14 to the Company’s Form 10-Q filed on November 9, 2017.
~~(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.INS~~101.XSD	~~XBRL Instance Document~~
~~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