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 ~~September 30, 2022~~March 31, 2023

[_]

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

(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 every Interactive Data File required to be submitted 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 such files). Yes [x] No [_]

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

Large accelerated filer [_]		Accelerated filer [_]
Non-accelerated filer [x]		Smaller reporting company [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 ~~November 11, 2022~~May 12, 2023
	Common Stock, $.10 par value per share				~~9,455,096~~9,514,013 shares

FRP HOLDINGS, INC.

FORM 10-Q

QUARTER ENDED ~~SEPTEMBER 30, 2022~~MARCH 31, 2023

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	2119

Item 3.	Quantitative and Qualitative Disclosures about Market Risks	3630

Item 4.	Controls and Procedures	3631

	Part II. Other Information

Item 1A.	Risk Factors	3632

Item 2.	Purchase of Equity Securities by the Issuer	3732

Item 6.	Exhibits	3732

Signatures		3833

Exhibit 31	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	4035

Exhibit 32	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	4338

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 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 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. 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)

	September 30, 2022			December 31, 2021		March 31, 2023			December 31, 2022
Assets:
Real estate investments at cost:
Land	$	141,564			123,397	$	141,578			141,579
Buildings and improvements		268,132			265,278		281,193			270,579
Projects under construction		13,295			8,668		2,663			12,208
Total investments in properties		422,991			397,343		425,434			424,366
Less accumulated depreciation and depletion		54,523			46,678		59,940			57,208
Net investments in properties		368,468			350,665		365,494			367,158

Real estate held for investment, at cost		10,079			9,722		10,298			10,182
Investments in joint ventures		147,703			145,443		144,677			140,525
Net real estate investments		526,250			505,830		520,469			517,865

Cash and cash equivalents		144,783			161,521		173,299			177,497
Cash held in escrow		582			752		585			797
Accounts receivable, net		1,530			793		1,333			1,166
Investments available for sale at fair value		—			4,317
Federal and state income taxes receivable		—			1,103
Unrealized rents		830			620		937			856
Deferred costs		2,469			2,726		2,410			2,343
Other assets		546			528		566			560
Total assets	$	676,990			678,190	$	699,599			701,084

Liabilities:
Secured notes payable	$	178,520			178,409	$	178,594			178,557
Accounts payable and accrued liabilities		4,720			6,137		3,169			5,971
Other liabilities		1,886			1,886		1,886			1,886
Federal and state income taxes payable		456			—		313			18
Deferred revenue		346			369		201			259
Deferred income taxes		64,180			64,047		68,013			67,960
Deferred compensation		1,310			1,302		1,357			1,354
Tenant security deposits		887			790		881			868
Total liabilities		252,305			252,940		254,414			256,873

Commitments and contingencies		—			—		—			—

Equity:
Common stock, $.10 par value 25,000,000 shares authorized, 9,455,096 and 9,411,028 shares issued and outstanding, respectively		945			941
Common stock, $.10 par value 25,000,000 shares authorized, 9,503,633 and 9,459,686 shares issued and outstanding, respectively							950			946
Capital in excess of par value		59,148			57,617		66,281			65,158
Retained earnings		339,561			337,752		342,882			342,317
Accumulated other comprehensive income (loss), net		(1,420	)		113		(902	)		(1,276	)
Total shareholders’ equity		398,234			396,423		409,211			407,145
Noncontrolling interest MRP		26,451			28,827
Noncontrolling interest							35,974			37,066
Total equity		424,685			425,250		445,185			444,211
Total liabilities and equity	$	676,990			678,190	$	699,599			701,084

See accompanying notes.

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands except per share amounts)

(Unaudited)


		THREE MONTHS ENDED						NINE MONTHS ENDED							THREE MONTHS ENDED
		SEPTEMBER 30,						SEPTEMBER 30,							MARCH 31,
		2022			2021			2022				2021			2023			2022
Revenues:
Lease revenue		$	6,823			6,224			19,850				15,623		$	6,832			6,282
Mining lands lease revenue			2,471			2,249			7,779				7,198			3,282			2,425
Total Revenues			9,294			8,473			27,629				22,821
Total revenues																10,114			8,707

Cost of operations:
Depreciation, depletion and amortization			2,744			3,796			8,510				9,627			2,780			2,898
Operating expenses			1,967			1,557			5,316				3,792			1,740			1,808
Property taxes			1,034			986			3,103				2,764			947			1,028
Management company indirect			966			745			2,545				2,137			839			774
Corporate expenses (Note 4 Related Party)			734			657			2,876				2,486
Corporate expenses (Note 4 Related party)																954			835
Total cost of operations			7,445			7,741			22,350				20,806			7,260			7,343

Total operating profit			1,849			732			5,279				2,015			2,854			1,364

Net investment income			1,188			943			3,206				3,366			2,382			898
Interest expense			(738	)		(414	)		(2,215	)			(1,785	)		(1,006	)		(738	)
Equity in loss of joint ventures			(1,878	)		(1,244	)		(5,248	)			(3,997	)		(3,625	)		(1,604	)
Gain on remeasurement of investment in real estate partnership			—			—			—				51,139
Gain on sale of real estate			141			—			874				805			10			733

Income before income taxes			562			17			1,896				51,543			615			653
Provision for income taxes			178			130			526				10,500			209			249

Net income (loss)			384			(113	)		1,370				41,043
Gain (loss) attributable to noncontrolling interest			(96	)		(465	)		(439	)			12,236
Net income																406			404
Loss attributable to noncontrolling interest																(159	)		(268	)
Net income attributable to the Company		$	480			352			1,809				28,807		$	565			672

Earnings per common share:
Net income attributable to the Company-
Basic		$	0.05			0.04			0.19				3.08		$	0.06			0.07
Diluted		$	0.05			0.04			0.19				3.07		$	0.06			0.07
											��
Number of shares (in thousands) used in computing:	Number of shares (in thousands) used in computing:
-basic earnings per common share			9,397			9,363			9,382				9,352			9,416			9,366
-diluted earnings per common share			9,433			9,399			9,423				9,390			9,456			9,417

See accompanying notes.

FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands except per share amounts)

(Unaudited)

THREE MONTHS ENDED
MARCH 31,
2023 2022
Net income $ 406 404
Other comprehensive income (loss) net of tax:
  Unrealized gain/(loss) on investments, net of income tax effect of $139 and     $(315) 374 (850 )
Comprehensive income (loss) $ 780 (446 )

Less comp. income (loss) attributable to noncontrolling interest (159 ) (268 )

Comprehensive income (loss) attributable to the Company $ 939 (178 )

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2022 2021 2022 2021
Net income (loss) $ 384 (113 ) 1,370 41,043
Other comprehensive income (loss) net of tax:
  Unrealized loss on investments sale, net of income tax effect of $(120), $(28), $(568) and $(179) (324 ) (75 ) (1,533 ) (482 )

Comprehensive income (loss) $ 60 (188 ) (163) 40,561

Less comp. income attributable to Noncontrolling    interest $ (96 ) (465 ) (439 ) 12,236

Comprehensive income attributable to the Company $ 156 277 276 28,325

See accompanying notes

6

FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2023 AND 2022 ~~AND 2021~~
(In thousands) (Unaudited)

2022 2021 2023 2022
Cash flows from operating activities:
Net income $ 1,370 41,043 $ 406 404
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Depreciation, depletion and amortization 8,696 9,772 2,842 2,961
Deferred income taxes 133 9,273 53 —
Equity in loss of joint ventures 5,248 3,997 3,625 1,604
Gain on remeasurement of invest in real estate partnership —   (51,139 )
Gain on sale of equipment and property (901 ) (876 ) (17 ) (733 )
Stock-based compensation 1,302 1,006 324 197
Net changes in operating assets and liabilities:
Accounts receivable (737 ) 639 (167 ) (312 )
Deferred costs and other assets (2,160 ) 151 170 (803 )
Accounts payable and accrued liabilities (1,440 ) (442 ) (2,860 ) (2,372 )
Income taxes payable and receivable 1,559 2,539 295 336
Other long-term liabilities 105 437 16 32
Net cash provided by operating activities 13,175 16,400 4,687 1,314

Cash flows from investing activities:
Investments in properties (26,137 ) (11,555 ) (1,206 ) (3,636 )
Investments in joint ventures (20,838 ) (10,031 ) (12,766 ) (2,394 )
Return of capital from investments in joint ventures 13,327 20,100 4,988 3,227
Proceeds from sales of investments available for sale 4,317 69,865 —   4,317
Cash at consolidation of real estate partnership —   3,704
Proceeds from the sale of assets 952 934 17 741
Cash held in escrow 170 30 212 204
Net cash (used in) provided by investing activities (28,209 ) 73,047 (8,755 ) 2,459

Cash flows from financing activities:
Proceeds from long-term debt —   92,070
Repayment of long-term debt —   (90,000 )
Debt issue costs —   (704 )
Distribution to noncontrolling interest (1,937 ) (1,846 ) (933 ) (771 )
Repurchase of company stock —   (264 )
Exercise of employee stock options 233 269 803 —
Net cash used in financing activities (1,704 ) (475 ) (130 ) (771 )

Net increase (decrease) in cash and cash equivalents (16,738 ) 88,972
Net (decrease) increase in cash and cash equivalents (4,198 ) 3,002
Cash and cash equivalents at beginning of year 161,521 73,909 177,497 161,521
Cash and cash equivalents at end of the period $ 144,783 162,881 $ 173,299 164,523

Supplemental disclosure of cash flow information:
Cash paid (received) during the period for:

Interest
2,212 1,781 1,004 736
Income taxes (1,734 ) (1,490 ) —   (401 )

See accompanying notes.
7

FRP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2023 AND 2022 ~~AND 2021~~
(In thousands, except share amounts) (Unaudited)

Accumulated Accumulated
Other Comp- Total Other Comp- Total
Capital in rehensive Share Non- Capital in rehensive Share Non-
Common Stock Excess of Retained Income holders’ Controlling Total Common Stock Excess of Retained Income holders’ Controlling Total
Shares Amount Par Value Earnings (loss), net Equity Interest Equity Shares Amount Par Value Earnings (loss), net Equity Interest Equity
Balance at July 1, 2022 9,455,096 $ 945 $ 58,872 $ 339,081 $ (1,096 ) $ 397,802 $ 27,135 $ 424,937
Stock option grant compensation —   —   18 —    —   18 —   18
Restricted stock compensation —   —   258 — —   258 —   258
Shares granted to employees
Restricted stock award
Shares granted to directors
Forfeitures
Balance at January 1, 2023 9,459,686 $ 946 $ 65,158 $ 342,317 $ (1,276 ) $ 407,145 $ 37,066 $ 444,211
Exercise of stock options 17,735 2 801 — — 803 — 803
Net income —   —   —    480 —   480 (96 ) 384
Distributions to partners —   —   —    —    —   —    (588 ) (588 )
Unrealized loss on investment, net —   —   —    —    (324 ) (324 ) —   (324 )
Balance at September 30, 2022 9,455,096 $ 945 $ 59,148 $ 339,561 $ (1,420 ) $ 398,234 $ 26,451 $ 424,685

Balance at January 1, 2022 9,411,028 $ 941 $ 57,617 $ 337,752 $ 113 $ 396,423 $ 28,827 $ 425,250
Stock option grant compensation —   —   52 —   —   52 —   52 — — 17 —   — 17 — 17
Restricted stock compensation —   —   550 —   —   550 —   550 — — 257 — — 257 — 257
Shares granted to Employees 865 —   50 —   —   50 —   50 928 — 50 — — 50 — 50
Restricted stock award 21,464 2 (2 ) —   —   —   —   —   25,284 2 (2 ) — — —   — —
Shares granted to Directors 11,232 1 649 —   —   650 —   650
Forfeiture of restricted stock award (1,363 ) —   —   —   —   —   —   —
Exercise of stock options 11,870 1 232 —   —   233 —   233
Forfeiture
Net income —   —   —   1,809 —   1,809 (439 ) 1,370 — — —   565 — 565 (159 ) 406
Distributions to partners —   —   —   —   —   —    (1,937 ) (1,937 ) — — —   —   — —   (933 ) (933 )
Unrealized loss on investment, net —   —   —   —   (1,533 ) (1,533 ) —   (1,533 ) — — —   —   374 374 — 374
Balance at September 30, 2022 9,455,096 $ 945 $ 59,148 $ 339,561 $ (1,420 ) $ 398,234 $ 26,451 $ 424,685
Balance at March 31, 2023 9,503,633 $ 950 $ 66,281 $ 342,882 $ (902 ) $ 409,211 $ 35,974 $ 445,185

Balance at July 1, 2021 9,411,028 $ 941 $ 57,360 $ 337,992 $ 268 $ 396,561 $ 31,724 $ 428,285
Balance at January 1, 2022 9,411,028 $ 941 $ 57,617 $ 337,752 $ 113 $ 396,423 $ 28,827 $ 425,250
Exercise of stock options
Stock option grant compensation —   —   17 —   —   17 —   17 — — 17 — — 17 — 17
Restricted stock compensation —   —   135 —   —   135 —   135 — — 130 — — 130 — 130
Shares granted to Employees 865 — 50 — — 50 — 50
Restricted stock award 21,464 2 (2 ) — — — — —
Shares granted to Directors
Forfeiture of restricted stock award (1,363 ) — —   — — — — —
Exercise of stock options
Net income —   —   —    352 —   352 (465 ) (113 ) — — —   672 — 672 (268 ) 404
Distributions to partners —   —   —    —   —   —    (1,319 ) (1,319 ) — — —   — — —   (771 ) (771 )
Unrealized loss on investment, net —   —   —    —   (75 ) (75 ) —   (75 ) — — —   — (850 ) (850 ) — (850 )
Balance at September 30, 2021 9,411,028 $ 941 $ 57,512 $ 338,344 $ 193 $ 396,990 $ 29,940 $ 426,930

Balance at January 1, 2021 9,363,717 $ 936 $ 56,279 $ 309,764 $ 675 $ 367,654 $ 14,999 $ 382,653
Stock option grant compensation —   —   52 —   —   52 —   52
Restricted stock compensation —   —   404 —   —   404 —   404
Shares granted to Employees 1,098 —   50 —   —   50 —   50
Restricted stock award 27,778 3 (3 ) —   —   —   —   —
Shares granted to Directors 9,105 1 499 —   —   500 —   500
Exercise of stock options 15,334 1 268 —   —   269 —   269
Shares purchased and cancelled (6,004 ) —   (37 ) (227 ) —   (264 ) —   (264 )
Contributions from partners —   —   —    —   —   —    4,551 4,551
Net income —   —   —    28,807 —   28,807 12,236 41,043
Distributions to partners —   —   —    —   —   —    (1,846 ) (1,846 )
Unrealized loss on investment, net —   —   —    —   (482 ) (482 ) —   (482 )
Balance at September 30, 2021 9,411,028 $ 941 $ 57,512 $ 338,344 $ 193 $ 396,990 $ 29,940 $ 426,930
Balance at March 31, 2022 9,431,994 $ 943 $ 57,812 $ 338,424 $ (737 ) $ 396,442 $ 27,788 $ 424,230

8

FRP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~SEPTEMBER 30, 2022~~MARCH 31, 2023
(Unaudited)

(1) Description of Business and Basis of Presentation.

FRP Holdings, Inc. is a holding company engaged in the investment and development of real estate , namely (i) leasing and management of industrial and commercial properties owned by The Company, (ii) leasing and management of mining royalty land owned by The Company, (iii) real property acquisition, entitlement, development and construction primarily for apartment, retail, warehouse, and office, (iv) management of mixed use residential/retail properties owned through our joint ventures.

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”), Riverfront Investment Partners I, LLC, and ~~commencing March 31, 2021 also~~ Riverfront Investment Partners II, ~~LLC (See Note 12).~~LLC. Our investment in the Brooksville joint venture, BC FRP Realty joint venture, Riverfront Investment Partners II, LLC prior to March 31, 2021, Bryant Street Partnerships, 1800 Half Street and Greenville/Woodfield areinvestments accounted for under the equity method of accounting ~~(See~~are detailed in Note ~~11).~~11. Our ownership of 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.~~

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 ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2022.~~2023. 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, ~~2021.~~2022.

(2) Recently Issued Accounting Standards.

~~None.~~In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016 - 13, "Financial Instruments - Credit Losses," which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. This standard was effective for the Company as of January 1, 2023. There was no impact on our financial statements at adoption.

(3) Business Segments.

The Company is reporting its financial performance based on four reportable segments, Asset Management, Mining Royalty Lands, Development and Stabilized Joint Venture, as described below.

The Asset Management ~~segment~~Segment owns, leases and manages in-service commercial ~~properties. During~~properties wholly owned by the ~~fourth quarter of 2021 we completed construction on~~ ~~two~~ ~~buildings~~Company. Currently this includes nine warehouses in ~~our Hollander Business Park which were subsequently added to this segment.~~two business parks, an office building partially occupied by the Company, and two ground leases.

Our Mining Royalty Lands segment owns several properties ~~comprising~~totaling approximately 16,650 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
9

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 Stabilized Joint Venture segment includes joint ventures which own, lease and manage buildings that have met our initial ~~lease up~~lease-up criteria. Two of our joint ventures in the segment, Riverfront Investment Partners I, LLC (“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 MidAtlantic Realty Partners, LLC (MRP) is~~partners are 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 and The Maren 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 for the periods up to March 31, 2021 but is 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~~segments are as follows (in thousands):

Three Months ended
March 31,
2023 2022
Revenues:
Revenues Asset management $ 1,070 839
Revenues Mining royalty lands 3,282 2,425
Revenues Development 486 383
Revenues Stabilized Joint Venture 5,276 5,060
Revenues 10,114 8,707

Operating profit (loss):
Before corporate expenses:
Operating profit before corporate expenses    Asset management $ 477 292
Operating profit before corporate expenses    Mining royalty lands 2,897 2,183
Operating profit before corporate expenses    Development (461 ) (718 )
Operating profit before corporate expenses    Stabilized Joint Venture 895 442
Operating profit before corporate expenses     Operating profit before corporate expenses 3,808 2,199
Corporate expenses:
Corporate expenses   Allocated to asset management (182 ) (144 )
Corporate expenses   Allocated to mining royalty lands (107 ) (94 )
Corporate expenses   Allocated to development (574 ) (521 )
Corporate expenses   Allocated to Stabilized Joint Venture (91 ) (76 )
Corporate expenses     Total corporate expenses (954 ) (835 )
Operating profit $ 2,854 1,364

Interest expense Interest expense $ 1,006 738

Depreciation, depletion and amortization:
Depreciation, depletion and amortization Asset management $ 278 234
Depreciation, depletion and amortization Mining royalty lands 183 55
Depreciation, depletion and amortization Development 55 45
Depreciation, depletion and amortization Stabilized Joint Venture 2,264 2,564
Depreciation, depletion and amortization $ 2,780 2,898
Capital expenditures:
Capital expenditures Asset management $ 480 450
Capital expenditures Mining royalty lands —   91
Capital expenditures Development 594 2,953
Capital expenditures Stabilized Joint Venture 132 142
Capital expenditures $ 1,206 3,636

Three Months ended Nine Months ended
September 30, September 30,
2022 2021 2022 2021
Revenues:
Revenues Asset management $ 935 619 2,686 1,919
Revenues Mining royalty lands 2,471 2,249 7,779 7,198
Revenues Development 412 401 1,203 1,169
Revenues Stabilized Joint Venture 5,476 5,204 15,961 12,535
Revenues 9,294 8,473 27,629 22,821

Operating profit (loss):
Before corporate expenses:
Operating profit before corporate expenses    Asset management $ 392 169 1,103 528
Operating profit before corporate expenses    Mining royalty lands 2,083 2,037 6,764 6,531
Operating profit before corporate expenses    Development (865 ) (404 ) (2,164 ) (1,201 )
Operating profit before corporate expenses    Stabilized Joint Venture 973 (413 ) 2,452 (1,357 )
Operating profit before corporate expenses     Operating profit before corporate expenses 2,583 1,389 8,155 4,501
Corporate expenses:
Corporate expenses   Allocated to asset management (127 ) (180 ) (496 ) (682 )
Corporate expenses   Allocated to mining royalty lands (83 ) (69 ) (325 ) (258 )
Corporate expenses   Allocated to development (457 ) (326 ) (1,794 ) (1,267 )
Corporate expenses   Allocated to stabilized joint venture (67 ) (82 ) (261 ) (279 )
Corporate expenses   Total corporate expenses (734 ) (657 ) (2,876 ) (2,486 )
Corporate expenses $ 1,849 732 5,279 2,015

Interest expense Interest expense $ 738 414 2,215 1,785

Depreciation, depletion and amortization:
Depreciation, depletion and amortization Asset management $ 219 137 683 408
Depreciation, depletion and amortization Mining royalty lands 172 38 416 161
Depreciation, depletion and amortization Development 47 53 139 159
Depreciation, depletion and amortization Stabilized Joint Venture 2,306 3,568 7,272 8,899
Depreciation, depletion and amortization $ 2,744 3,796 8,510 9,627
Capital expenditures:
Capital expenditures Asset management $ 202 100 797 318
Capital expenditures Mining royalty lands 1 —   11,218 —
Capital expenditures Development 8,548 4,237 13,927 10,443
Capital expenditures Stabilized Joint Venture (25 ) 373 195 794
Capital expenditures $ 8,726 4,710 26,137 11,555
10
Identifiable net assets
  September 30, December 31,
Identifiable net assets 2022 2021

Assets Asset management $ 24,468 23,897
Assets Mining royalty lands 48,715 37,627
Assets Development 190,883 176,386
Assets Stabilized Joint Venture 259,369 266,429
Investments available for sale at fair value Investments available for sale at fair value —   4,317
Cash Cash items 145,365 162,273
Assets Unallocated corporate assets 8,190 7,261
Assets $ 676,990 678,190
  March 31, December 31,
Identifiable net assets 2023 2022

Assets Asset management $ 39,202 26,053
Assets Mining royalty lands 48,501 48,494
Assets Development 181,592 188,834
Assets Stabilized Joint Venture 254,932 257,535
Cash Cash items 173,884 178,294
Assets Unallocated corporate assets 1,488 1,874
Assets $ 699,599 701,084

(4) Related Party Transactions.

The Company is a party to an Administrative Services Agreement which resulted from our January 30, 2015 spin-off of Patriot Transportation Holding, Inc. (Patriot). The Administrative 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, ~~2022.~~2023.

The consolidated statements of income reflect charges and/or allocation from Patriot for these services of $~~223,000~~225,000 and $~~260,000~~223,000 for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021 and $670,000~~ ~~and $772,000~~ ~~for the nine months ended September 30, 2022 and 2021,~~ respectively. These charges are reflected as part of corporate expenses.

To determine these allocations between FRP and Patriot as set forth in the Administrative 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.

The Company’s ~~Outstanding Debt~~outstanding debt, net of unamortized debt issuance costs, consisted of the following (in thousands):

September 30, December 31, March 31, December 31,
2022 2021 2023 2022
Fixed rate mortgage loans, 3.03% interest only, matures 4/1/2033 $ 180,070 180,070 $ 180,070 180,070
Unamortized debt issuance costs (1,550 ) (1,661 ) (1,476 ) (1,513 )
Credit agreement —   —   —   —
Long term debt $ 178,520 178,409 $ 178,594 178,557

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 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 debt to consolidated total capital, as defined which excludes FRP Riverfront. 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, affirmative financial covenants and negative covenants. As of ~~September 30, 2022,~~March 31, 2023, there was no debt outstanding on this revolver, $~~506,000~~562,000 outstanding under letters of credit and $~~19,494,000~~19,438,000 available for
11
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% and applicable interest rate would have been
11
~~4.11529~~5.84029% on ~~September 30, 2022.~~March 31, 2023. The credit agreement contains certain conditions and financial covenants, including a minimum tangible net worth and dividend restriction. As of ~~September 30, 2022,~~March 31, 2023, these covenants would have limited our ability to pay dividends to a maximum of $~~246~~249 million combined.
~~On November 17, 2017, Dock 79 borrowed a principal sum of $90,000,000~~ ~~pursuant to a Loan Agreement and Deed of Trust Note entered into with EagleBank. The loan was secured by the Dock 79 real property and improvements, bore a fixed interest rate of~~ ~~4.125% per annum and had a term of~~ ~~120 months. The loan was paid in full on March 19, 2021. A prepayment penalty of $900,000~~ ~~was recorded into interest expense in the 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 was recorded in the 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 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 a 0.75% transfer fee.

Debt cost amortization of $37,000 and $37,000 was recorded during the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021 and $111,000~~ ~~and $113,000~~ ~~during the nine months ended September 30, 2022 and 2021,~~ respectively. During the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and September 30, 2021~~ the Company capitalized interest costs of $~~673,000~~406,000 and $~~999,000, respectively. During the nine months ended September 30, 2022 and September 30, 2021 the Company capitalized interest costs of $2,019,000~~ ~~and $2,892,000~~674,000, respectively.

The Company was in compliance with alldebt covenants as of ~~September 30, 2022.~~March 31, 2023.

(6) Earnings per Share.

The following details the computations of the Basic and ~~Diluted Earnings Per Common Share~~diluted earnings per common share (in thousands, except per share amounts):

Three Months ended
Three Months ended Nine Months ended March 31,
September 30, September 30, 2023 2022
2022 2021 2022 2021
Weighted average common shares outstanding during the period – shares used for basic earnings per common share 9,397 9,363 9,382 9,352 9,416 9,366

Common shares issuable under share based payment plans which are potentially dilutive 36 36 41 38 40 51

Common shares used for diluted earnings
per common share
9,433 9,399 9,423 9,390 9,456 9,417

Net income attributable to the Company $ 480 352 1,809 28,807 $ 565 672

Earnings per common share:
-basic $ 0.05 0.04 0.19 3.08 $ .06 .07
-diluted $ 0.05 0.04 0.19 3.07 $ .06 .07

For the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, the Company did not have any outstanding anti-dilutive stock options. For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, ~~19,950~~51,083 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 nine months of 2021 the Company repurchased~~ ~~6,004~~ ~~shares at an average cost of $43.95~~.

(7) Stock-Based Compensation Plans.

The Company has two Stock Option Plans (the 2006 Stock Incentive Plan and the 2016 Equity Incentive Option Plan)
12
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 no dividend yield, expected volatility between 2931.5% and 4141.2%, risk-free interest rate of ~~1.4~~2.0% to 2.9% and expected life of ~~3.0~~5.0 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 January 2023, 7,980 shares of restricted stock were granted to employees that will vest over the next four years. In January 2023, 15,032 shares of restricted stock were granted to employees as part of a long-term incentive plan that will vest over the next five years. In March 2023, 2,272 shares of restricted stock were granted to employees under the terms of the 2021 long-term incentive plan. In January 2022, 7,448 shares of restricted stock were granted to employees that will vest over the next four ~~years~~. years. In January 2022, 14,016 shares of restricted stock were granted to employees as part of a long-term incentive plan that will vest over the next five ~~years. In 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 ~~2022~~2023 and March ~~2021,~~2022, ~~865~~928 and ~~1,098~~865 shares of stock, respectively, were granted to employees. ~~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 ~~365,961~~343,930 at ~~September 30, 2022.~~March 31, 2023.

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

Three Months ended Nine Months ended Three Months ended
September 30, September 30, March 31,
2022 2021 2022 2021 2023 2022
Stock option grants $ 18 17 52 52 $ 17 17
Restricted stock awards 258 135 550 404 257 130
Employee stock grant —   —   50 50 50 50
Annual director stock award —   —   650 500 —   —
Stock compensation $ 276 152 1,302 1,006 $ 324 197

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A ~~summary~~Summary of changes in ~~Outstanding Options~~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, 2022 104,755 $ 37.93 4.8 $ 1,416
  Exercised (11,870 ) $ 19.69 $ (100 )
Outstanding at September 30, 2022 92,885 $ 40.27 4.6 $ 1,316

Exercisable at September 30, 2022 84,716 $ 39.72 4.5 $ 1,181

Vested during nine months ended
September 30, 2022
—   $ —
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, 2023 88,295 $ 40.33 4.4 $ 1,271
  Exercised (17,735 ) $ 45.27 $ (190 )
Outstanding at March 31, 2023 70,560 $ 39.09 3.9 $ 1,081

Exercisable at March 31, 2023 66,570 $ 38.68 3.7 $ 1,015

Vested during three months ended
March 31, 2023
—   $ —
13

The aggregate intrinsic value of exercisable in-the-money options was $~~1,240,000~~1,278,000 and the aggregate intrinsic value of outstanding in-the-money options was $~~1,309,000~~1,326,000 based on the market closing price of $~~54.36~~57.88 on ~~September 30, 2022~~March 31, 2023 less exercise prices.

The unrecognized compensation cost of options granted to FRP employees but not yet vested as of ~~September 30, 2022~~March 31, 2023 was $~~77,000~~44,000, which is expected to be recognized over a weighted-average period of ~~1.2 years~~.7. years.

A ~~summary~~Summary of changes in ~~Restricted Stock Awards~~restricted stock awards is presented below (in thousands, except share and per share amounts):
Weighted Weighted Weighted Weighted Weighted Weighted
Number Average Average Average Number Average Average Average
Of Exercise Remaining Grant Date Of Exercise Remaining Grant Date
Restricted stock Shares Price Term (yrs) Fair Value(000's) Shares Price Term (yrs) Fair Value(000's)

Non-vested at January 1, 2022 46,074 $ 45.88 3.1 $ 2,114
Non-vested at January 1, 2023 50,496 $ 50.42 3.0 $ 2,546
Time-based awards granted 7,448 57.80 431 7,980 53.86 430
Performance-based awards granted 14,016 57.80 810 17,304 53.92 933
Vested (7,813 ) 46.30 (362 ) (6,211 ) 46.49 (289 )
Forfeited (1,363 ) 46.30 (63 )
Non-vested at September 30, 2022 58,362 $ 50.20 3.1 $ 2,930
Non-vested at March 31, 2023 69,569 $ 52.03 3.3 $ 3,620

Total unrecognized compensation cost of restricted stock granted but not yet vested as of ~~September 30, 2022~~March 31, 2023 was $~~1,887,000~~3,159,000 which is expected to be recognized over a weighted-average period of ~~3.3~~3.5 years.

(8) Contingent Liabilities.

The Company may be involved in litigation on a number of matters and 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. 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 is subject to numerous environmental laws and regulations. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that previous environmental studies with respect to 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
14
properties will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.

As of ~~September 30, 2022,~~March 31, 2023, there was $~~506,000~~562,000 outstanding under letters of credit. The letters of credit were issued to guarantee certain obligations to state agencies related to real estate development.

The Company and MRP guaranteed $26 million of the construction loan on the Bryant Street Partnerships 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 of the project and assuming no payments 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.

14
(9) Concentrations.

The mining royalty lands segment has a total of five tenants currently leasing mining locations and one lessee that accounted for ~~22.5~~26.3% of the Company’s consolidated revenues during the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, and $~~484,000~~645,000 of accounts receivable at ~~September 30, 2022.~~March 31, 2023. 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.

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 ~~September 30, 2022,~~March 31, 2023, the Company was invested in U.S. Treasury notes valued at $~~137,852,000~~128,053,000 maturing in late 2022 through 2024. The unrealized loss on these investments of $~~2,143,000~~1,390,000 was recorded as part of comprehensive income and based on the estimated market value by Wells Fargo Bank, N.A. (Level 1).

At ~~September 30,~~March 31, 2023 and December 31, 2022, ~~and 2021,~~ the carrying amount reported in the consolidated balance sheets for cash and cash equivalents including U.S. Treasury notes was adjusted to fair value as described above.

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 ~~September 30,~~March 31, 2023, the carrying amount and fair value of such other long-term debt was $180,070,000 and $148,543,000, respectively. At March 31, 2022, the carrying amount and fair value of such other long-term debt was $180,070,000 and $~~142,753,000~~162,274,000, respectively. ~~At September 30, 2021, the carrying amount and fair value of such other long-term debt was $178,371,000~~ ~~and $173,634,000, respectively.~~

(11) Investments in Joint Ventures.

The Company has investments in joint ventures, primarily with other real estate developers. Joint ventures where FRP is not the 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.

15
~~During the quarter we had two new investments in unconsolidated joint ventures:~~
~~Estero~~ ~~- In August of 2022, we invested $3.6 million~~ ~~for a minority interest in a joint venture with Woodfield Development to purchase~~ 46 ~~acres in Estero, FL. While the joint venture attempts to rezone the property, the Company will receive a preferred return of~~ 8~~% with an option to roll its investment into equity in the vertical development or exit at that point.~~
~~Lending Ventures~~ ~~– In September of 2022, we paid off and extended for up to~~ 3 ~~years the secured note on the property in our BC FRP Realty, LLC joint venture advancing a total of $11.3 million~~ ~~of the maximum commitment of $16 million~~. This is included in our Lending Ventures investments in the tables that follow along with our residential real estate development investments at Aberdeen and Amber Ridge. The loan on the BC FRP Realty, LLC joint venture statement is reclassified to equity in the Lending Ventures table.
The following table summarizes the Company’s Investments in ~~Unconsolidated Joint Ventures~~unconsolidated joint ventures (in thousands):

The The
Company's Company's
Share of Profit Share of Profit
Common Total Total Assets of Profit (Loss) (Loss) of the Common Total Total Assets of Profit (Loss) (Loss) of the
Ownership Investment The Partnership Of the Partnership Partnership (1) Ownership Investment The Partnership Of the Partnership Partnership

As of September 30, 2022
As of March 31, 2023
Brooksville Quarry, LLC 50.00 % $ 7,532 14,478 (66 ) (33 ) 50.00 % $ 7,509 14,371 (24 ) (12 )
BC FRP Realty, LLC 50.00 % 5,450 22,088 (185 ) (91 ) 50.00 % 5,462 21,801 (182 ) (91 )
Buzzard Point Sponsor, LLC 50.00 % 1,889 3,778 — —
Bryant Street Partnerships 61.36 % 57,163 201,572 (7,132 ) (4,743 ) 61.36 % 54,961 198,741 (2,295 ) (1,506 )
Lending ventures 16,563 5,379 — — 19,652 9,011 — —
DST Hickory Creek 26.65 % 6,000 44,646 (420 ) 281
Estero Partnership 16.00 % 3,600 38,500 — — 16.00 % 3,600 38,500 — —
1800 Half St. Owner, LLC 61.37 % 39,133 129,140 (487 ) (299 ) 61.37 % 40,256 134,060 (2,727 ) (1,673 )
Greenville/Woodfield Partnerships 40.00 % 12,262 96,620 (908 ) (363 )
Greenville Partnerships 40.00 % 11,348 95,793 (857 ) (343 )
Total $ 147,703 552,423   (9,198 )   (5,248 ) $ 144,677 516,055   (6,085 )   (3,625 )

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, 2021
Brooksville Quarry, LLC 50.00 % $ 7,488 14,301 (82 ) (41 )
BC FRP Realty, LLC 50.00 % 5,530 22,470 (230 ) (115 )
Riverfront Holdings II, LLC ⁽¹⁾ — — (760 ) (628 )
Bryant Street Partnerships 61.36 % 59,558 204,082 (6,084 ) (4,954 )
Aberdeen Station Loan 514 514 — —
DST Hickory Creek 26.65 % 6,000 46,048 (481 ) 343
Amber Ridge Loan 11,466 11,466 — —
1800 Half St. Owner, LLC 61.37 % 38,693 93,932 12 20
Greenville/Woodfield Partnerships 40.00 % 16,194 87,731 (948 ) (379 )
Total $ 145,443 480,544   (8,573 )   (5,754 )

~~(1):~~ ~~Riverfront Holdings II, LLC was consolidated on March 31, 2021. Bryant Street Partnerships included $747,000~~ ~~in 2021 for the Company’s share of preferred interest and $354,000~~ ~~in the first nine months of 2022 and $354,000~~ ~~in the first nine months of 2021 for amortization of guarantee liability related to the Bryant Street loan.~~
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 December 31, 2022
Brooksville Quarry, LLC 50.00 % $ 7,522 14,374 (84 ) (42 )
BC FRP Realty, LLC 50.00 % 5,453 21,825 (358 ) (175 )
Buzzard Point Sponsor, LLC 50.00 % 1,453 2,906 — —
Bryant Street Partnerships 61.36 % 55,561 199,774 (10,339 ) (6,829 )
Lending ventures 16,476 5,577 — —
DST Hickory Creek 26.65 % — — 10,960 3,164
Estero Partnership 16.00 % 3,600 38,505 — —
1800 Half St. Owner, LLC 61.37 % 38,471 131,128 (1,841 ) (1,129 )
Greenville Partnerships 40.00 % 11,989 96,551 (1,775 ) (710 )
   Total $ 140,525 510,640   (3,437 )   (5,721 )

The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of ~~September 30, 2022~~March 31, 2023 are summarized in the following two tables (in thousands):
Investments in Apartment/~~Mixed Use~~Mixed-Use Joint Ventures as of ~~September 30, 2022~~March 31, 2023

As of September 30, 2022 Total As of March 31, 2023 Total
Riverfront Bryant Street DST Hickory 1800 Half St. Greenville/ Apartment/ Buzzard Point Bryant Street Estero 1800 Half St. Greenville Apartment/
Holdings II, LLC Partnership Creek Partnership Woodfield Mixed Use Sponsor, LLC Partnership Partnership Partnership Partnership Mixed-Use

Investments in real estate, net $ 0 194,062 42,740 128,437 95,420 $ 460,659 $ 0 191,753 33,076 131,055 95,108 $ 450,992
Cash and cash equivalents 0 1,719 391 438 642 3,190 0 1,496 5,424 2,762 478 10,160
Unrealized rents & receivables 0 5,231 1,230 52 18 6,531 0 5,189 0 106 49 5,344
Deferred costs 0 560 285 213 540 1,598 3,778 303 0 137 158 4,376
Total Assets $ 0 201,572 44,646 129,140 96,620 $ 471,978 $ 3,778 198,741 38,500 134,060 95,793 $ 470,872

Secured notes payable $ 0 128,980 29,371 60,153 63,600 $ 282,104 $ 0 129,451 16,000 71,631 66,689 $ 283,771
Other liabilities 0 3,394 155 8,417 3,557 15,523 0 2,411 0 1,195 1,733 5,339
Capital - FRP 0 53,275 4,029 37,179 11,439 105,922 1,889 52,953 3,600 38,051 10,399 106,892
Capital – Third Parties 0 15,923 11,091 23,391 18,024 68,429 1,889 13,926 18,900 23,183 16,972 74,870
Total Liabilities and Capital $ 0 201,572 44,646 129,140 96,620 $ 471,978 $ 3,778 198,741 38,500 134,060 95,793 $ 470,872

Investments in Joint Ventures as of ~~September 30, 2022~~March 31, 2023

As of September 30, 2022 As of March 31, 2023 Total
Brooksville BC FRP Lending Estero Apartment/ Grand Brooksville BC FRP Lending Apartment/ Grand
Quarry, LLC Realty, LLC Ventures Partnership Mixed Use Total Quarry, LLC Realty, LLC Ventures Mixed-Use Total

Investments in real estate, net $ 14,307 21,185 5,219 32,626 460,659 $ 533,996 $ 14,335 20,940 9,011 450,992 $ 495,278
Cash and cash equivalents 169 208 0 5,874 3,190 9,441 30 147 0 10,160 10,337
Unrealized rents & receivables 0 433 0 0 6,531 6,964 0 412 0 5,344 5,756
Deferred costs 2 262 160 0 1,598 2,022 6 302 0 4,376 4,684
Total Assets $ 14,478 22,088 5,379 38,500 471,978 $ 552,423 $ 14,371 21,801 9,011 470,872 $ 516,055

Secured notes payable $ 0 11,184 (11,184 ) 16,000 282,104 $ 298,104 $ 0 10,839 (10,839 ) 283,771 $ 283,771
Other liabilities 85 142 0 0 15,523 15,750 22 546 0 5,339 5,907
Capital - FRP 7,532 5,381 16,563 3,600 105,922 138,998
Capital – FRP 7,509 5,208 19,850 106,892 139,459
Capital - Third Parties 6,861 5,381 0 18,900 68,429 99,571 6,840 5,208 0 74,870 86,918
Total Liabilities and Capital $ 14,478 22,088 5,379 38,500 471,978 $ 552,423 $ 14,371 21,801 9,011 470,872 $ 516,055

The Company’s capital recorded by the unconsolidated Joint Ventures is $~~8,705,000~~5,218,000 less than the Investment in Joint Ventures reported in the Company’s consolidated balance sheet due primarily to capitalized interest.

16
The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of December 31, ~~2021~~2022 are summarized in the following two tables (in thousands):
Investments in Apartment/~~Mixed Use~~Mixed-Use Joint Ventures as of December 31, ~~2021~~2022

As of December 31, 2021 Total As of December 31, 2022 Total
Riverfront Bryant Street DST Hickory 1800 Half St. Greenville/ Apartment/ Buzzard Point Bryant Street Estero 1800 Half St. Greenville Apartment/
Holdings II, LLC Partnership Creek Partnership Woodfield Mixed Use Sponsor, LLC Partnership Partnership Partnership Partnership Mixed-Use

Investments in real estate, net $ 0 199,730 43,840 93,504 87,421 $ 424,495 $ 0 192,904 33,008 130,616 95,883 $ 452,411
Cash and cash equivalents 0 1,123 827 428 279 2,657 0 1,349 5,497 359 567 7,772
Unrealized rents & receivables 0 2,925 1,044 0 5 3,974 0 5,128 0 14 13 5,155
Deferred costs 0 304 337 0 26 667 2,906 393 0 139 88 3,526
Total Assets $ 0 204,082 46,048 93,932 87,731 $ 431,793 $ 2,906 199,774 38,505 131,128 96,551 $ 468,864

Secured notes payable $ 0 119,201 29,337 18,404 44,309 $ 211,251 $ 0 129,263 16,000 66,584 64,954 $ 276,801
Other liabilities 0 9,066 115 14,470 4,462 28,113 0 2,338 5 5,328 3,014 10,685
Capital - FRP 0 57,555 4,423 37,478 15,584 115,040 1,453 53,553 3,600 36,348 11,087 106,041
Capital – Third Parties 0 18,260 12,173 23,580 23,376 77,389 1,453 14,620 18,900 22,868 17,496 75,337
Total Liabilities and Capital $ 0 204,082 46,048 93,932 87,731 $ 431,793 $ 2,906 199,774 38,505 131,128 96,551 $ 468,864
Investments in Joint Ventures atas of December 31, ~~2021~~2022

As of December 31, 2021 As of December 31, 2022 Total
Brooksville BC FRP Aberdeen Amber Ridge Apartment/ Grand Brooksville BC FRP Lending Apartment/ Grand
Quarry, LLC Realty, LLC Loan Loan Mixed Use Total Quarry, LLC Realty, LLC Ventures Mixed-Use Total

Investments in real estate, net $ 14,281 21,561 514 11,466 424,495 $ 472,317 $ 14,307 21,059 5,547 452,411 $ 493,324
Cash and cash equivalents 18 312 0 0 2,657 2,987 66 99 0 7,772 7,937
Unrealized rents & receivables 0 368 0 0 3,974 4,342 0 422 0 5,155 5,577
Deferred costs 2 229 0 0 667 898 1 245 30 3,526 3,802
Total Assets $ 14,301 22,470 514 11,466 431,793 $ 480,544 $ 14,374 21,825 5,577 468,864 $ 510,640

Secured notes payable $ 0 11,384 0 0 211,251 $ 222,635 $ 0 10,899 (10,899 ) 276,801 $ 276,801
Other liabilities 0 140 0 0 28,113 28,253 0 338 0 10,685 11,023
Capital - FRP 7,488 5,473 514 11,466 115,040 139,981
Capital – FRP 7,522 5,294 16,476 106,041 135,333
Capital - Third Parties 6,813 5,473 0 0 77,389 89,675 6,852 5,294 0 75,337 87,483
Total Liabilities and Capital $ 14,301 22,470 514 11,466 431,793 $ 480,544 $ 14,374 21,825 5,577 468,864 $ 510,640

The amount of consolidated retained earnings (accumulated deficit) for these joint ventures was $~~(12,770,000)~~(15,638,000) and $~~(8,942,000)~~(13,115,000) as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

The income statements of the Bryant Street Partnerships are as follows (in thousands):

Bryant Street Bryant Street Bryant Street Bryant Street
Partnerships Partnerships Partnerships Partnerships
Total JV Total JV Company Share Company Share
Nine Months ended Nine Months ended Nine Months ended Nine Months ended
September 30, September 30, September 30, September 30,
2022 2021 2022 2021
Revenues:
    Rental Revenue $ 6,718 $ 1,153 $ 4,123 $ 707
    Revenue – other 1,306 190 801 117
Total Revenues 8,024 1,343 4,924 824

Cost of operations:
     Depreciation and amortization 4,995 1,482 3,065 909
     Operating expenses 3,846 1,938 2,360 1,190
     Property taxes 878 255 539 156
Total cost of operations 9,719 3,675 5,964 2,255

Total operating loss (1,695 ) (2,332 ) (1,040 ) (1,431 )
Interest expense (5,437 ) (1,234 ) (3,703 ) (1,803 )

Net loss before tax $ (7,132 ) $ (3,566 ) $ (4,743 ) $ (3,234 )

Bryant Street Bryant Street Bryant Street Bryant Street
Partnerships Partnerships Partnerships Partnerships
Total JV Total JV Company Share Company Share
Three Months ended Three Months ended Three Months ended Three Months ended
March 31, March 31, March 31, March 31,
2023 2022 2023 2022
Revenues:
    Rental Revenue $ 3,078 $ 1,820 $ 1,889 $ 1,116
    Revenue – other 512 348 314 214
Total Revenues 3,590 2,168 2,203 1,330

Cost of operations:
     Depreciation and amortization 1,621 1,497 995 919
     Operating expenses 1,378 1,330 845 815
     Property taxes 132 127 81 78
Total cost of operations 3,131 2,954 1,921 1,812

Total operating profit/(loss) 459 (786 ) 282 (482 )
Interest expense (2,754 ) (1,465 ) (1,788 ) (1,027 )

Net loss before tax $ (2,295 ) $ (2,251 ) $ (1,506 ) $ (1,509 )

The income statements of the Greenville ~~Woodfield Riverside~~Partnerships are as follows (in thousands):

Greenville Greenville Greenville Greenville
Partnerships Partnerships Partnerships Partnerships
Total JV Total JV Company Share Company Share
Three Months ended Three Months ended Three Months ended Three Months ended
March 31, March 31, March 31, March 31,
2023 2022 2023 2022
Revenues:
    Rental Revenue $ 1,167 $ 570 $ 467 $ 228
    Revenue – other 90 36 36 14
Total Revenues 1,257 606 503 242

Cost of operations:
     Depreciation and amortization 676 384 270 154
     Operating expenses 526 262 211 104
     Property taxes 234 159 94 64
Total cost of operations 1,436 805 575 322

Total operating profit/(loss) (179 ) (199 ) (72 ) (80 )
Interest expense (678 ) (131 ) (271 ) (52 )

Net loss before tax $ (857 ) $ (330 ) $ (343 ) $ (132 )

The income statements of the 1800 Half Street Partnership are as follows (in thousands):

Woodfield Woodfield 1800 Half St 1800 Half St
Riverside Partnership Riverside Partnership Partnership Partnership
Total JV Company Share Total JV Company Share
Nine Months ended Nine Months ended Three Months ended Three Months ended
September 30, September 30, March 31, March 31,
2022 2022 2023 2023
Revenues:
Rental Revenue $ 2,234 $ 894 $ 250 $ 154
Revenue – other 125 50 30 18
Total Revenues 2,359 944 280 172

Cost of operations:
Depreciation and amortization 1,162 465 1,021 627
Operating expenses 906 363 679 417
Property taxes 476 190 276 169
Total cost of operations 2,544 1,018 1,976 1,213

Total operating loss (185 ) (74 )
Total operating profit (1,696 ) (1,041 )
Interest expense (697 ) (279 ) (1,031 ) (632 )

Net loss before tax $ (882 ) $ (353 )

Net profit before tax $ (2,727 ) $ (1,673 )

~~(12)~~ ~~Consolidation of Riverfront Investment Partners II, LLC. Riverfront Holdings II, LLC~~.
On May 4, 2018, the Company and MRP Realty formed a Joint Venture to develop the second phase of the four phase master development known as Riverfront on the Anacostia in Washington, D.C. The purpose of the Joint Venture is to develop and own a ~~250,000-square-foot mixed-use development which supports~~ ~~264~~ ~~residential units and~~ ~~6,937~~ ~~square feet of retail. The Company contributed land with an agreed to value of $16,300,000~~ ~~(cost basis of $4.6 million) and $6.2 million~~ ~~of cash to the Joint Venture for an~~ 80~~% stake in the venture. MRP contributed capital of $5.6 million~~ ~~to the joint venture including development costs paid prior to 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 and repaid with interest in March 2021. The Company’s equity interest in the joint venture was previously 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.
~~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 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 results 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 fair value), liabilities and operating results of the joint venture. 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 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 Conversion election. As such for financial reporting purposes effective March 31, 2021, the Company ownership is based upon this substantive profit sharing arrangement and is ~~70.41% on a prospective basis as agreed to by FRP and MRP.~~

1918

~~Maren consolidation at stabilization~~

As of March 31, 2021
Riverfront Gain on
Holdings II, LLC Remeasurement Revised

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

Long-term Debt $ 88,000 $ —   $ 88,000
Amortizable debt costs (1,072 ) —   (1,072 )
Other liabilities 441 —   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

~~(13)~~ ~~Subsequent Events~~.
~~Subsequent to the end of the quarter, our Hickory Creek DST was sold and the Company received $8.83 million~~ ~~from the sale on an investment of $~~6 ~~million. We are currently exploring opportunities for reinvesting these proceeds~~
~~Subsequent to the end of the quarter the Company executed an agreement with Steuart Investment Company (SIC) and MidAtlantic Realty Partners (MRP) for the development of up to~~ ~~ten~~ ~~mixed-use projects in the Capitol Riverfront and Buzzard Point submarkets of Washington, DC. These projects will come from~~ ~~four~~ parcels of land owned by SIC, phases III and IV of The Company’s Riverfront on the Anacostia Development, the site currently leased to Vulcan Materials in Buzzard Point, and the existing mixed use multifamily/retail assets (Dock 79, The Maren, and The Verge) owned by The Company and MRP in the Capitol Riverfront and Buzzard Point submarkets. Upon completion and stabilization, these projects will comprise over ~~3 million~~ ~~square feet of mixed-use development including~~ ~~3,000~~ ~~residential units and~~ ~~150,000~~ ~~square feet of retail.~~
~~Under the terms of the agreement:~~
~~SIC purchased a share in a tenancy in common in~~ 20~~% of ownership in Dock 79 and the Maren for $65.3 million, $44.50 million~~ ~~of which is attributable to The Company. Net of the portion of the mortgage assumed by SIC, FRP’s gross proceeds were $19.95 million~~.
~~SIC will have the~~ ~~right to acquire a 10% to 20% share of The Verge, phases 3 and 4 of the Riverfront projects and Square 664E~~.
When developing SIC parcels, MRP and The Company will be responsible for all predevelopment work including entitlements, permits, zoning approvals, design, budgets, additional equity and construction financing required to begin each project. Any pre-development costs incurred in this process will be converted into equity in the project. The partners will then go through an appraisal process for the land with the purchase price being the appraised value l less the estimated environmental remediation costs. This predevelopment work will be done through a joint venture between MRP and FRP.
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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 pro-rata 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 real estate development, asset management and operating company businesses. Our properties are located in the Mid-Atlantic and southeastern United States and consist of:

Lands leased to mining companies, some of which will have second lives as development properties;

Residential apartments in Washington, D.C., and Greenville, South ~~Carolina and Richmond, Virginia;~~Carolina;

Warehouse or office properties in the Mid-Atlantic states either existing or under development;

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 projects, existing cash, owned-land, partner capital and financing arrangements. We do not anticipate immediate benefits from investments. Timing of projects may be subject to delays caused by factors beyond our control.

Reportable Segments

We conduct primarily all of our business in the following four reportable segments: (1) asset management (2) mining royalty lands (3) development and (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.

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.
21
The Company’s industrial warehouses typically lease for terms ranging from 3 – 10 years often with 1one or 2 two
19
renewal options. All base rent revenue is recognized on a straight-lined basis. All of the commercial warehouse leases are triple net and common area maintenance costs (CAM Revenue) are billed monthly, and insurance and real estate taxes are billed annually. 34 Loveton is the only office product wherein all leases are full service therefore there is no CAM revenue. Office leases are also recognized on a straight-lined basis. 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 ~~September 30, 2022,~~March 31, 2023, the Asset Management Segment includes ~~eight~~nine buildings at four commercial properties owned by the Company 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%~~90.8% occupied (16% of the space is occupied by the Company for use as our Baltimore headquarters). The property is subject to commercial leases with various tenants.
2) 155 E. 21^st Street in Duval County, Florida was an office building property that remains under lease through March 2026. We permitted the tenant to demolish all structures on the property during 2018.
3) Cranberry Run Business Park in Hartford County, Maryland consists of five office buildings totaling 267,737 square feet which are 100% ~~leased~~occupied and ~~occupied.~~100% leased. The property is subject to commercial leases with various tenants.
4) Hollander 95 Business Park in Baltimore City, Maryland consists of ~~two~~three buildings totaling ~~145,590~~247,340 square feet that ~~were completed in the fourth quarter of 2021 and~~ are 100.0% leased and ~~57.8%~~82.2% occupied.

Management focuses on several factors to measure our success on a comparative basis in this segment. The major factors we focus on are (1) net operating 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) tenant retention success rate (as a percentage of total square feet to be renewed), (5) building and refurbishing assets to meet Class A and Class B institutional grade classifications, and (6) reducing complexities and deferred capital expenditures to maximize sale price.

Mining Royalty Lands Segment.

Our Mining Royalty Lands segment owns several properties ~~comprising~~totaling approximately 16,650 acres currently under lease for mining rents or royalties (excluding the 4,280 acres owned by our Brooksville joint venture with Vulcan Materials). Other than one location in Virginia, all of these properties are located in Florida and Georgia. The Company leases land under long-term leases that grant the lessee the right to mine and sell reserves from our property in exchange for royalty payments. A typical lease has an option to extend the lease for additional terms. 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. In the fiscal year ended December 31, ~~2021,~~2022, a total of 89.5 million tons were mined.

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 include Vulcan Materials, Martin Marietta, Cemex, Argos and The Concrete Company.
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Additionally, these locations provide us with opportunities for valuable “second lives” for these assets through proper land planning and entitlement.
22

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 1,907 +/- Approval in place for 105, 1 acre, waterfront residential lots after mining completed.
Total 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.

Development Segment – Warehouse/Office Land.

At ~~September 30, 2022,~~March 31, 2023, this segment owned the following future development parcels:
1) ~~Six acres of horizontally developed land at Hollander Business Park in Baltimore, City, Maryland with one 101,750 square feet industrial build-to-suit currently under construction.~~
2) 5554 acres of land that will be capable of supporting over 690,000 square feet of industrial product located at 1001 Old Philadelphia Road in Aberdeen, Maryland.
3)2) 17 acres of land in Harford County, Maryland that ~~will support 258,545~~can accommodate 259,000 square feet of industrial development.
4)3) 170 acres of land in Cecil County, Maryland that ~~will support~~can accommodate 900,000 square feet of industrial development.
~~Mechanics Valley~~~~: In September 2022, the Company purchased 170 acres in Cecil County, Maryland for $6.5 million. The project will be capable of supporting 900,000 square feet of industrial product.~~

We also 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 $6,172,000 2.5 Conceptual design program ongoing $6,346,000
Hampstead Trade Center, MD 118 Residential zoning applied for in preparation for sale $10,075,000 118 Residential zoning applied for in preparation for sale $10,294,000
Square 664E, on the Anacostia River in DC 2 Under lease to Vulcan Materials as a concrete batch plant through 2026 $7,552,000 2 Under lease to Vulcan Materials as a concrete batch plant through 2026 $7,469,000
Total 122.5 $23,799,000 122.5 $24,109,000
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Development Segment - Investments in Joint Ventures

The third leg of our Development Segment consists of investments in joint ventures for properties in development. 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 91,661 square feet of retail ~~partially completed~~is in final stages of lease-up 61.36%
Aberdeen Station residential development in Harford County, Maryland $31.1 million in exchange for an interest rate of 10% and a 20% preferred return after which the Company is also entitled to a portion of proceeds from sale 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 entitled to a portion of proceeds from sale Financing
The Verge at 1800 Half Street property in Buzzard Point area of Washington, D.C. MRP Realty ~~Construction underway on ten-story~~Eleven-story structure with 344 apartments and ~~8,356~~8,536 square feet of ground floor retail has final certificate of occupancy and currently underway with lease-up 61.37%
.408 Jackson property in Greenville, SC Woodfield Development ~~Construction underway on mixed-use~~Mixed-use project with 227 multifamily units and 4,539 square feet of retail space ~~began in May 2020~~has final certificate of occupancy and currently underway with lease-up 40%
Estero Woodfield Development Mixed-use project with ~~550~~554 multifamily units, ~~70,000~~72,000 square feet of commercial space, ~~40,000~~41,000 square feet of office space and a boutique 170-key hotel 16%
FRP/MRP Buzzard Point Sponsor, LLC MRP Realty Pre-development activities for phase one of property owned by Steuart Investment Company (SIC) under a Contribution and Pre-Development Agreement between this partnership and SIC 50%

Joint ventures where FRP is not the primary beneficiary (including those in the Stabilized Joint Venture Segment) 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 following table summarizes the Company’s investments in unconsolidated 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 (1)

As of September 30, 2022
Brooksville Quarry, LLC 50.00 % $ 7,532 14,478 (66 ) (33 )
BC FRP Realty, LLC 50.00 % 5,450 22,088 (185 ) (91 )
Bryant Street Partnerships 61.36 % 57,163 201,572 (7,132 ) (4,743 )
Lending ventures 16,563 5,379 — —
DST Hickory Creek 26.65 % 6,000 44,646 (420 ) 281
Estero Partnership 16.00 % 3,600 38,500 — —
1800 Half St. Owner, LLC 61.37 % 39,133 129,140 (487 ) (299 )
Greenville/Woodfield Partnerships 40.00 % 12,262 96,620 (908 ) (363 )
   Total $ 147,703 552,423   (9,198 )   (5,248 )
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 March 31, 2023
Brooksville Quarry, LLC 50.00 % $ 7,509 14,371 (24 ) (12 )
BC FRP Realty, LLC 50.00 % 5,462 21,801 (182 ) (91 )
2422

Buzzard Point Sponsor, LLC 50.00 % 1,889 3,778 — —
Bryant Street Partnerships 61.36 % 54,961 198,741 (2,295 ) (1,506 )
Lending ventures 19,652 9,011 — —
Estero Partnership 16.00 % 3,600 38,500 — —
1800 Half St. Owner, LLC 61.37 % 40,256 134,060 (2,727 ) (1,673 )
Greenville Partnerships 40.00 % 11,348 95,793 (857 ) (343 )
   Total $ 144,677 516,055   (6,085 )   (3,625 )

The major classes of assets, liabilities and equity of the Company’s Investments in Joint Ventures as of ~~September 30, 2022,~~March 31, 2023 are summarized in the following two tables (in thousands):
As of September 30, 2022 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 $ 0 194,062 42,740 128,437 95,420 $ 460,659
Cash and cash equivalents 0 1,719 391 438 642 3,190
Unrealized rents & receivables 0 5,231 1,230 52 18 6,531
Deferred costs 0 560 285 213 540 1,598
   Total Assets $ 0 201,572 44,646 129,140 96,620 $ 471,978

Secured notes payable $ 0 128,980 29,371 60,153 63,600 $ 282,104
Other liabilities 0 3,394 155 8,417 3,557 15,523
Capital - FRP 0 53,275 4,029 37,179 11,439 105,922
Capital – Third Parties 0 15,923 11,091 23,391 18,024 68,429
   Total Liabilities and Capital $ 0 201,572 44,646 129,140 96,620 $ 471,978

As of September 30, 2022 As of March 31, 2023 Total
Brooksville BC FRP Lending Estero Apartment/ Grand Buzzard Point Bryant Street Estero 1800 Half St. Greenville Apartment/
Quarry, LLC Realty, LLC Ventures Partnership Mixed Use Total Sponsor, LLC Partnership Partnership Partnership Partnership Mixed-Use

Investments in real estate, net $ 14,307 21,185 5,219 32,626 460,659 $ 533,996 $ 0 191,753 33,076 131,055 95,108 $ 450,992
Cash and cash equivalents 169 208 0 5,874 3,190 9,441 0 1,496 5,424 2,762 478 10,160
Unrealized rents & receivables 0 433 0 0 6,531 6,964 0 5,189 0 106 49 5,344
Deferred costs 2 262 160 0 1,598 2,022 3,778 303 0 137 158 4,376
Total Assets $ 14,478 22,088 5,379 38,500 471,978 $ 552,423 $ 3,778 198,741 38,500 134,060 95,793 $ 470,872

Secured notes payable $ 0 11,184 (11,184 ) 16,000 282,104 $ 298,104 $ 0 129,451 16,000 71,631 66,689 $ 283,771
Other liabilities 85 142 0 0 15,523 15,750 0 2,411 0 1,195 1,733 5,339
Capital - FRP 7,532 5,381 16,563 3,600 105,922 138,998 1,889 52,953 3,600 38,051 10,399 106,892
Capital - Third Parties 6,861 5,381 0 18,900 68,429 99,571
Capital – Third Parties 1,889 13,926 18,900 23,183 16,972 74,870
Total Liabilities and Capital $ 14,478 22,088 5,379 38,500 471,978 $ 552,423 $ 3,778 198,741 38,500 134,060 95,793 $ 470,872

As of March 31, 2023 Total
Brooksville BC FRP Lending Apartment/ Grand
Quarry, LLC Realty, LLC Ventures Mixed-Use Total

Investments in real estate, net $ 14,335 20,940 9,011 450,992 $ 495,278
Cash and cash equivalents 30 147 0 10,160 10,337
Unrealized rents & receivables 0 412 0 5,344 5,756
Deferred costs 6 302 0 4,376 4,684
   Total Assets $ 14,371 21,801 9,011 470,872 $ 516,055

Secured notes payable $ 0 10,839 (10,839 ) 283,771 $ 283,771
Other liabilities 22 546 0 5,339 5,907
Capital – FRP 7,509 5,208 19,850 106,892 139,459
Capital - Third Parties 6,840 5,208 0 74,870 86,918
   Total Liabilities and Capital $ 14,371 21,801 9,011 470,872 $ 516,055

Stabilized Joint Venture Segment.

At quarter end, the segment included ~~four~~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 Company’s residential spaces generally lease for 12 – 15-month lease terms and 90 days prior to the expiration, as long as there is no balance due, the tenant is offered a renewal. If no notice to move out or renew is made, then the leases go to month to month until notification of termination or renewal is received. Renewal terms are typically 9 – 12 months. From March 2020 through the end of 2021, we were prohibited from increasing rent on renewals by emergency measures in Washington, DC designed to ease the burden of the pandemic on its citizens. These measures expired at the end of 2021. The Company also leases retail spaces at apartment/mixed-use properties. The retail leases are typically 10 -15-year leases with options to renew for another 5 years. Retail leases at these properties also include percentage rents which average 3-6% of annual sales for the tenant that exceed a breakpoint stipulated by each individual lease. All base rent revenue is recognized on a straight-line basis. The major cash outlays incurred in this segment are for property taxes, full service maintenance, property management, utilities and marketing. The ~~four~~ three
23
stabilized joint venture properties are as follows:

Property and Occupancy JV Partner Method of Accounting

% Ownership
Dock 79 apartments Washington, D.C.
305 apartment units and 14,430 square feet of retail
MRP Realty Consolidated 66%
The Maren apartments Washington, D.C. 264 residential units and ~~6,758~~6,811 square feet of retail MRP Realty Consolidated as of March 31, 2021 70.41%
Riverside property 1430 Hampton Avenue, Greenville, SC Woodfield Development Equity Method 40%
~~DST Hickory Creek 294 apartment units in Henrico County, MD~~ ~~Capital Square~~ ~~Cost Method~~ ~~26.6%~~

~~Third~~
First Quarter Operational Highlights

· ~~41.6%~~34.9% increase in ~~Pro-rata~~pro-rata NOI ($~~6.24~~6.99 million vs ~~$4.41~~$5.18 million) over ~~third~~first quarter ~~2021~~2022
· ~~6.09%~~Mining Royalties’ had its highest revenue quarter ever for the second quarter in a row; 10.77% increase ~~on renewals at Dock 79~~in royalties per ton
· ~~8.06% increase on renewals at The Maren~~
· ~~9.85% increase in mining royalty revenue over third quarter 2021~~
· ~~51.1%~~27.5% increase in Asset Management ~~Revenue~~revenue versus same period last ~~year~~
· ~~Riverside achieved stabilization this~~year; 60.6% increase in Asset Management NOI versus first quarter ~~and is now part of our Stabilized JV segment. At quarter end the JV was 95% leased and 92% occupied.~~
· ~~Lease-up now underway at The Verge~~2022

Comparative Results of Operations for the Three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~

Consolidated Results
(dollars in thousands) (dollars in thousands) Three Months Ended September 30, (dollars in thousands) Three Months Ended March 31,
2022 2021 Change % 2023 2022 Change %
Revenues:
Lease Revenue $ 6,823 $ 6,224 $ 599 9.6 % $ 6,832 $ 6,282 $ 550 8.8 %
Mining lands lease revenue 2,471 2,249 222 9.9 % 3,282 2,425 857 35.3 %
Total Revenues 9,294 8,473 821 9.7 % 10,114 8,707 1,407 16.2 %

Cost of operations:
Depreciation/Depletion/Amortization 2,744 3,796 (1,052 ) -27.7 % 2,780 2,898 (118 ) -4.1 %
Operating Expenses 1,967 1,557 410 26.3 % 1,740 1,808 (68 ) -3.8 %
Property Taxes 1,034 986 48 4.9 % 947 1,028 (81 ) -7.9 %
Management company indirect 966 745 221 29.7 % 839 774 65 8.4 %
Corporate Expense 734 657 77 11.7 % 954 835 119 14.3 %
Total cost of operations 7,445 7,741 (296 ) -3.8 % 7,260 7,343 (83 ) -1.1 %

Total operating profit (loss) 1,849 732 1,117 152.6 %
Total operating profit 2,854 1,364 1,490 109.2 %

Net investment income 1,188 943 245 26.0 % 2,382 898 1,484 165.3 %
Interest Expense (738 ) (414 ) (324 ) 78.3 % (1,006 ) (738 ) (268 ) 36.3 %
Equity in loss of joint ventures (1,878 ) (1,244 ) (634 ) 51.0 % (3,625 ) (1,604 ) (2,021 ) 126.0 %
Gain on sale of real estate 141 —   141 0.0 % 10 733 (723 ) -98.6 %
Income before income taxes 562 17 545 3205.9 % 615 653 (38 ) -5.8 %
Provision for (benefit from) income taxes 178 130 48 36.9 %
Provision for income taxes 209 249 (40 ) -16.1 %

Net income 384 (113 ) 497 -439.8 % 406 404 2 .5 %
Loss attributable to noncontrolling interest (96 ) (465 ) 369 -79.4 % (159 ) (268 ) 109 -40.7 %
Net income attributable to the Company $ 480 $ 352 $ 128 36.4 % $ 565 $ 672 $ (107 ) -15.9 %

2624

Net income for the ~~third~~first quarter of ~~2022~~2023 was ~~$480,000~~$565,000 or ~~$.05~~$.06 per share versus ~~$352,000~~$672,000 or ~~$.04~~$.07 per share in the same period last year. The ~~third~~first quarter of ~~2022~~2023 was impacted by the following items:

· ~~The quarter includes $72,000 amortization expense~~Operating profit increased $1,490,000 compared to ~~$1,373,000 in~~ the same quarter last year ~~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 investment income increased $245,000~~ due to ~~a $42,000 increase~~improved revenues and profits in ~~preferred interest from our joint ventures, a $135,000 decrease in interest from our lending ventures and a $338,000 increase for interest earned on cash equivalents.~~all four segments.
· Interest expense increased ~~$324,000~~$268,000 compared to the same quarter last year due to ~~capitalizing~~less capitalized interest. We capitalized less interest ~~due to the lower amount~~because of fewer in-house and joint venture projects under ~~development.~~development this quarter compared to last year.
· Interest income increased $1,484,000 due primarily to an increase in interest earned on cash equivalents.
· Equity in loss of Joint Ventures increased ~~$634,000 primarily~~$2,021,000 due to ~~increased depreciation~~losses during lease up at The Verge and ~~amortization at our joint ventures due to buildings placed in service.~~.408 Jackson.
· ~~Professional fees increased $232,000 over the same period~~First quarter last ~~year.~~year included a $733,000 gain on sales of excess property at Brooksville.

Asset Management Segment Results
Three months ended September 30
(dollars in thousands) 2022 % 2021 % Change %

Lease revenue $ 935 100.0 % 619 100.0 % 316 51.1 %

Depreciation, depletion and amortization 219 23.4 % 137 22.1 % 82 59.9 %
Operating expenses 162 17.3 % 76 12.3 % 86 113.2 %
Property taxes 53 5.7 % 37 6.0 % 16 43.2 %
Management company indirect 109 11.7 % 200 32.3 % (91 ) -45.5 %
Corporate expense 127 13.6 % 180 29.1 % (53 ) -29.4 %

Cost of operations 670 71.7 % 630 101.8 % 40 6.3 %

Operating profit (loss) $ 265 28.3 % (11 ) -1.8 % 276 -2509.1 %
Three months ended March 31
(dollars in thousands) 2023 % 2022 % Change %

Lease revenue $ 1,070 100.0 % 839 100.0 % 231 27.5 %

Depreciation, depletion and amortization 278 26.0 % 234 27.9 % 44 18.8 %
Operating expenses 141 13.2 % 168 20.0 % (27 ) -16.1 %
Property taxes 60 5.6 % 53 6.3 % 7 13.2 %
Management company indirect 114 10.6 % 92 11.0 % 22 23.9 %
Corporate expense 182 17.0 % 144 17.2 % 38 26.4 %

Cost of operations 775 72.4 % 691 82.4 % 84 12.2 %

Operating profit $ 295 27.6 % 148 17.6 % 147 99.3 %

Total revenues in this segment were ~~$935,000,~~$1,070,000, up ~~$316,000~~$231,000 or ~~51.1%~~27.5%, over the same period last year. Operating profit was ~~$265,000,~~$295,000, up ~~$276,000~~$147,000 from ~~an operating loss of $(11,000)~~$148,000 in the same quarter last year. ~~Operating~~Revenues and operating profit ~~is up primarily because Cranberry Run is now 100% leased and occupied compared to 96.6% leased and 68.6% occupied at the end of the same quarter last year. Revenues~~ are up because of rent growth at Cranberry Run, ~~as well as~~full occupancy at 1865 62^nd Street which was placed into service in the ~~addition~~fourth quarter of ~~our two most recent spec~~2021. We now have nine buildings in service at ~~Hollander Business Park which~~three different locations totaling 548,785 square feet of office and industrial. At quarter end, we were ~~under construction during~~99.4% leased and 91.4% occupied. Net operating income in this segment was $787,000, up $297,000 or 60.6% compared to the same ~~period~~quarter last year.

Mining Royalty Lands Segment Results
Three months ended September 30
(dollars in thousands) 2022 % 2021 % Change %

Mining lands lease revenue $ 2,471 100.0 % 2,249 100.0 % 222 9.9 %

Depreciation, depletion and amortization 172 7.0 % 38 1.7 % 134 352.6 %
Operating expenses 18 0.7 % 11 0.5 % 7 63.6 %
Property taxes 69 2.8 % 68 3.0 % 1 1.5 %
Management company indirect 129 5.2 % 95 4.2 % 34 35.8 %
Corporate expense 83 3.4 % 69 3.1 % 14 20.3 %

Cost of operations 471 19.1 % 281 12.5 % 190 67.6 %

Operating profit $ 2,000 80.9 % 1,968 87.5 % 32 1.6 %
Three months ended March 31
(dollars in thousands) 2023 % 2022 % Change %

Mining lands lease revenue $ 3,282 100.0 % 2,425 100.0 % 857 35.3 %

Depreciation, depletion and amortization 183 5.6 % 55 2.3 % 128 232.7 %
Operating expenses 17 0.5 % 15 0.6 % 2 13.3 %
Property taxes 69 2.1 % 65 2.7 % 4 6.2 %
Management company indirect 116 3.5 % 107 4.4 % 9 8.4 %
Corporate expense 107 3.3 % 94 3.9 % 13 13.8 %

Cost of operations 492 15.0 % 336 13.9 % 156 46.4 %

Operating profit $ 2,790 85.0 % 2,089 86.1 % 701 33.6 %

2725

Total revenues in this segment were ~~$2,471,000~~$3,282,000 versus ~~$2,249,000~~$2,425,000 in the same period last year. Total operating profit in this segment was ~~$2,000,000,~~$2,790,000, an increase of ~~$32,000~~$701,000 versus ~~$1,968,000~~$2,089,000 in the same period last year. This increase is ~~primarily~~ the result of the additional royalties from the acquisition in Astatula, FLFlorida, which we completed at the beginning of the second quarter ~~offset by a prior year adjustment made~~2022, as well as increases in revenue at nearly every active location. Net Operating Income this quarter for this segment was $3,148,000, up $856,000 or 37% compared to the current year for Newberry and a Manassas annual volumetric adjustment. Royalties were negatively impacted by a $300,000 adjustment from overpayment on royalties between 2019-2021 for the property in Newberry, FL leased by Argos for the manufacture of cement products.same quarter last year.

Development Segment Results
Three months ended September 30 Three months ended March 31
(dollars in thousands) 2022 2021 Change 2023 2022 Change

Lease revenue $ 412 401 11 $ 486 383 103

Depreciation, depletion and amortization 47 53 (6 ) 55 45 10
Operating expenses 250 62 188 94 211 (117 )
Property taxes 355 355 —   287 355 (68 )
Management company indirect 625 335 290 511 490 21
Corporate expense 457 326 131 574 521 53

Cost of operations 1,734 1,131 603 1,521 1,622 (101 )

Operating loss $ (1,322 ) (730 ) (592 ) $ (1,035 ) (1,239 ) 204

With respect to ongoing projects:

· We are the principal capital source of a residential development venture in Prince George’s County, Maryland known as “Amber Ridge.” Of the $18.5 million in committed capital to the project, ~~$16.9~~$17.1 million in principal draws have taken place through quarter end. Through the end of ~~the first nine months of 2022, 124~~March 31, 2023, 144 of the 187 units have been sold, and we have received ~~$15.5~~$17.5 million in preferred interest and principal to date.
· Bryant Street is a mixed-use joint venture between the Company and MRP in Washington, DC consisting of four ~~buildings,~~buildings: The Coda, The Chase 1A, The Chase 1B, and one commercial building 90% leased to an Alamo Draft House movie theater. At quarter end, the Coda was ~~96.10%~~93.51% leased and ~~94.81%~~92.86% occupied, The Chase 1B was ~~80.75%~~89.44% leased and ~~83.85%~~85.71% occupied, and The Chase 1A was ~~83.72%~~89.53% leased and ~~81.98%~~93.60% occupied. In total, at quarter end, Bryant Street’s 487 residential units were ~~86.7%~~90.8% leased and ~~86.7%~~ occupied. Its commercial space was 84.2% leased and ~~71.4%~~79.0% occupied at quarter end.
· Lease-up is now underway at The ~~Verge. We have temporary certificates of occupancy for seven of~~Verge, and at quarter end, the ~~eleven floors. We expect the~~building was 32.0% leased and 23.6% occupied. Retail at this location is 45.0% leased. The Verge received its final certificate of occupancy ~~in the fourth~~this past quarter. This is our third ~~mixed use~~mixed-use project in the Anacostia waterfront submarket in Washington, DC.
· .408 Jackson is our second joint venture project in ~~Greenville and is currently under construction. This project is 98.62% complete and we expect to complete construction and begin leasing~~Greenville. Leasing began in the fourth quarter of ~~2022.~~2022 with residential units 52.9% leased and 29.1% occupied at quarter end. Retail at this location is 100% leased and currently under construction and expected to open during the fourth quarter of this year. The building received its final certificate of occupancy this past quarter.
· ~~In September,~~Final vertical construction at the ~~Company closed on the purchase of 170 acres~~Hollander Business Park was completed in the ~~North East, Maryland for $6.5 million. We are currently pursuing entitlements~~quarter with delivery of 1941 62nd Street, a 101,750 square foot build-to-suit warehouse. Subsequent to ~~begin construction on a 900,000 square-foot warehouse.~~quarter end, the park was fully leased and occupied.
· ~~In August, we invested $3.6 million~~Grading permits for a ~~minority interest~~258,545 square-foot warehouse building on Chelsea Road in Aberdeen, Maryland were submitted to the governing agencies for approval. Subsequent to the end of the quarter, Harford County issued a ~~joint venture~~moratorium on any future industrial development with ~~Woodfield Development~~the exception of projects that had already received preliminary site plan approval. Because this project qualified for the exception, it is not subject to ~~purchase 46 acres in Estero, FL. While~~ the ~~joint venture attempts to rezone the property, the Company will receive a preferred return of 8% with an option to roll its investment into equity in the vertical development or exit at that point.~~moratorium and can proceed as planned.

Stabilized Joint Venture Segment Results
28
Three months ended September 30
(dollars in thousands) 2022 % 2021 % Change %

Lease revenue $ 5,476 100.0 % 5,204 100.0 % 272 5.2 %

Depreciation, depletion and amortization 2,306 42.1 % 3,568 68.6 % (1,262 ) -35.4 %
Operating expenses 1,537 28.1 % 1,408 27.0 % 129 9.2 %
Property taxes 557 10.2 % 526 10.1 % 31 5.9 %
Management company indirect 103 1.9 % 115 2.2 % (12 ) -10.4 %
Corporate expense 67 1.2 % 82 1.6 % (15 ) -18.3 %

Cost of operations 4,570 83.5 % 5,699 109.5 % (1,129 ) -19.8 %

Operating profit (loss) $ 906 16.5 % (495 ) -9.5 % 1,401 -283.0 %
Three months ended March 31
(dollars in thousands) 2023 % 2022 % Change %

Lease revenue $ 5,276 100.0 % 5,060 100.0 % 216 4.3 %

Depreciation, depletion and amortization 2,264 42.9 % 2,564 50.7 % (300 ) -11.7 %
Operating expenses 1,488 28.2 % 1,414 27.9 % 74 5.2 %
Property taxes 531 10.1 % 555 11.0 % (24 ) -4.3 %
Management company indirect 98 1.9 % 85 1.7 % 13 15.3 %
Corporate expense 91 1.7 % 76 1.5 % 15 19.7 %

Cost of operations 4,472 84.8 % 4,694 92.8 % (222 ) -4.7 %

Operating profit $ 804 15.2 % 366 7.2 % 438 119.7 %

In the fourth quarter of 2022, as part of our new partnership with Steuart Investment Company and MidAtlantic Realty Partners, we sold a 20% ownership interest in a tenancy-in-common (TIC) of Dock 79 and The Maren for $65.3 million, $44.5 million attributable to the Company, placing a combined valuation of the two buildings at $326.5 million.
Total revenues in this segment were ~~$5,476,000,~~$5,276,000, an increase of ~~$272,000~~$216,000 versus ~~$5,204,000~~$5,060,000 in the same period last year. The Maren’s revenue was ~~$2,608,000~~$2,591,000 an increase of 7.5% and Dock 79 revenues increased ~~$93,000.~~$34,000 to $2,685,000 or 1.3%. Total operating profit in this segment was ~~$906,000~~$804,000, an increase of ~~$1,401,000~~$438,000 versus ~~an operating loss of $(495,000)~~$366,000 in the same period last year. Pro-rata net operating income this quarter for this segment was ~~$2,702,000, up $641,000~~$2,022,000, down $116,000 or ~~31.1%~~5.4% compared to the same quarter last ~~year.~~year because of the sale of our 20% TIC interest in both properties to SIC, mitigated by $222,000 in NOI from our pro-rata share Riverside.

At the end of ~~September,~~March, The Maren was ~~93.56%~~96.59% leased and ~~96.21%~~93.18% occupied. Average residential occupancy for the quarter was ~~96.85%~~95.54%, and ~~65.15%~~50% of expiring leases renewed with an average rent increase on renewals of ~~8.06%~~7.98%. The Maren is a joint venture between the Company and MRP and SIC, in which FRP Holdings, Inc. is the majority partner with ~~70.41%~~56.3% ownership.

Dock 79’s average residential occupancy for the quarter was ~~94.93%~~92.79%, and at the end of the quarter, Dock 79’s residential units were ~~94.43%~~92.46% leased and ~~96.72%~~93.44% occupied. This quarter, ~~53.97%~~65.12% of expiring leases renewed with an average rent increase on renewals of ~~6.09%~~4.52%. Dock 79 is a joint venture between the Company and MRP and SIC, in which FRP Holdings, Inc. is the majority partner with ~~66%~~52.8% ownership.

~~This~~During the third quarter of 2022 we achieved stabilization at our Riverside Joint Venture in Greenville South Carolina, ~~meaning that~~At quarter end, the building ~~had 90%~~was 96.5% leased with 95.0% occupancy. Average occupancy for ~~90 days. The building is currently 95% leased~~the quarter was 94.42% with ~~92% occupancy.~~55.17% of expiring leases renewing with an average rental increase of 11.40%. Riverside is a joint venture with Woodfield Development and the Company owns 40% of the venture.

~~Third quarter distributions from our CS1031 Hickory Creek DST investment were $110,000.~~
~~Nine Months Operational Highlights~~
· ~~40.0% increase in asset management revenue versus first nine months of last year~~
· ~~Highest nine-month total of mining royalties revenue in segment’s history, 8.07% increase in revenue over first nine months of 2021. $10.05 million in revenue over last twelve months.~~
· ~~32.10% increase in our pro-rata NOI ($17.97 million vs $13.60 million) compared to first nine months last year~~
~~Comparative Results of Operations for the Nine months ended September 30, 2022 and 2021~~
~~Consolidated Results~~
(dollars in thousands) Nine Months Ended September 30,
2022 2021 Change %
Revenues:
  Lease Revenue $ 19,850 $ 15,623 $ 4,227 27.1 %
  Mining lands lease revenue 7,779 7,198 581 8.1 %
Total Revenues 27,629 22,821 4,808 21.1 %

Cost of operations:
  Depreciation/Depletion/Amortization 8,510 9,627 (1,117 ) -11.6 %
  Operating Expenses 5,316 3,792 1,524 40.2 %
  Property Taxes 3,103 2,764 339 12.3 %

29
  Management company indirect 2,545 2,137 408 19.1 %
  Corporate Expense 2,876 2,486 390 15.7 %
Total cost of operations 22,350 20,806 1,544 7.4 %

Total operating profit 5,279 2,015 3,264 162.0 %

Net investment income 3,206 3,366 (160 ) -4.8 %
Interest Expense (2,215 ) (1,785 ) (430 ) 24.1 %
Equity in loss of joint ventures (5,248 ) (3,997 ) (1,251 ) 31.3 %
Gain on remeasurement of investment in real estate
partnership
—   51,139 (51,139 ) -100.0 %
Gain on sale of real estate 874 805 69 8.6 %
Income before income taxes 1,896 51,543 (49,647 ) -96.3 %
Provision for income taxes 526 10,500 (9,974 ) -95.0 %

Net income 1,370 41,043 (39,673 ) -96.7 %
Gain (loss) attributable to noncontrolling interest (439 ) 12,236 (12,675 ) -103.6 %
Net income attributable to the Company $ 1,809 $ 28,807 $ (26,998 ) -93.7 %

Net income attributable to the Company for the first nine months of 2022 was $1,809,000 or $.19 per share versus $28,807,000 or $3.07 per share in the same period last year. The first nine months of 2022 was impacted by the following items:
The period includes $540,000 amortization expense compared to $3,241,000 in the same period last year 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.
~~The period includes $874,000 gain on sales of excess property at Brooksville.~~
· Net investment income decreased $160,000 due to a $103,000 decrease in preferred interest from our joint ventures, a $208,000 decrease in interest from our lending ventures and a $151,000 increase for interest earned on cash equivalents.
· ~~Equity in loss of Joint Ventures increased $1,251,000 primarily due to increased depreciation and amortization at our joint ventures due to buildings placed in service.~~
Net income for the first nine months of 2021 included a 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 was mitigated by a $10.1 million provision for taxes and $14.0 million attributable to noncontrolling interest.
~~Asset Management Segment Results~~
Nine months ended September 30
(dollars in thousands) 2022 % 2021 % Change %

Lease revenue $ 2,686 100.0 % 1,919 100.0 % 767 40.0 %

Depreciation, depletion and amortization 683 25.4 % 408 21.3 % 275 67.4 %
Operating expenses 441 16.4 % 289 15.0 % 152 52.6 %
Property taxes 158 5.9 % 117 6.1 % 41 35.0 %
Management company indirect 301 11.2 % 577 30.1 % (276 ) -47.8 %
Corporate expense 496 18.5 % 682 35.5 % (186 ) -27.3 %

Cost of operations 2,079 77.4 % 2,073 108.0 % 6 0.3 %

Operating profit (loss) $ 607 22.6 % (154 ) -8.0 % 761 -494.2 %
30
Total revenues in this segment were $2,686,000, up $767,000 or 40.0%, over the same period last year. Operating profit was $607,000, up $761,000 from an operating loss of $(154,000) in the same period last year.
~~Mining Royalty Lands Segment Results~~
Nine months ended September 30
(dollars in thousands) 2022 % 2021 % Change %

Mining lands lease revenue $ 7,779 100.0 % 7,198 100.0 % 581 8.1 %

Depreciation, depletion and amortization 416 5.4 % 161 2.2 % 255 158.4 %
Operating expenses 50 0.6 % 34 0.5 % 16 47.1 %
Property taxes 203 2.6 % 199 2.8 % 4 2.0 %
Management company indirect 346 4.4 % 273 3.8 % 73 26.7 %
Corporate expense 325 4.2 % 258 3.6 % 67 26.0 %

Cost of operations 1,340 17.2 % 925 12.9 % 415 44.9 %

Operating profit $ 6,439 82.8 % 6,273 87.1 % 166 2.6 %
Total revenues in this segment were $7,779,000 versus $7,198,000 in the same period last year. Total operating profit in this segment was $6,439,000, an increase of $166,000 versus $6,273,000 in the same period last year. Royalties were negatively impacted by a $300,000 adjustment from overpayment on royalties between 2019-2021 for the property in Newberry, FL leased by Argos for the manufacture of cement products.
~~Development Segment Results~~
Nine months ended September 30
(dollars in thousands) 2022 2021 Change

Lease revenue $ 1,203 1,169 34

Depreciation, depletion and amortization 139 159 (20 )
Operating expenses 541 133 408
Property taxes 1,066 1,082 (16 )
Management company indirect 1,621 996 625
Corporate expense 1,794 1,267 527

Cost of operations 5,161 3,637 1,524

Operating loss $ (3,958 ) (2,468 ) (1,490 )
~~Stabilized Joint Venture Segment Results~~
Nine months ended September 30
(dollars in thousands) 2022 % 2021 % Change %

Lease revenue $ 15,961 100.0 % 12,535 100.0 % 3,426 27.3 %

Depreciation, depletion and amortization 7,272 45.6 % 8,899 71.0 % (1,627 ) -18.3 %
Operating expenses 4,284 26.9 % 3,336 26.6 % 948 28.4 %
Property taxes 1,676 10.5 % 1,366 11.0 % 310 22.7 %
Management company indirect 277 1.7 % 291 2.3 % (14 ) -4.8 %
Corporate expense 261 1.6 % 279 2.2 % (18 ) -6.5 %

Cost of operations 13,770 86.3 % 14,171 113.1 % (401 ) -2.8 %

Operating profit (loss) $ 2,191 13.7 % (1,636 ) -13.1 % 3,827 -233.9 %

31
In March 2021, we reached stabilization on Phase II (The Maren) of the development known as RiverFront on the Anacostia in Washington, D.C. As such, as of March 31, 2021, the Company consolidated the assets (at current fair value based on appraisal), liabilities and operating results of the joint venture. Up through the first quarter of the prior 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 are accounted for in the same manner as Dock 79 in the stabilized joint venture segment.
Total revenues in this segment were $15,961,000, an increase of $3,426,000 versus $12,535,000 in the same period last year. The Maren’s revenue was $7,474,000 and Dock 79 revenues increased $543,000. Total operating profit in this segment was $2,191,000, an increase of $3,827,000 versus an operating loss of $(1,636,000) in the same period last year. Pro-rata net operating income for this segment was $7,241,000, up $1,286,000 or 21.60% compared to the same period last year. All of these increases over the first nine months last year are primarily due to the Maren’s consolidation into this segment in March 31, 2021.
The Maren’s average residential occupancy for the first nine months of 2022 was 95.78%, and 61.31% of expiring leases renewed with an average rent increase on renewals of 7.23%. The Maren is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 70.41% ownership.
Dock 79’s average residential occupancy for the first nine months of 2022 was 95.66%. Through the first nine months of the year, 64.83% of expiring leases renewed with a 5.79% increase on renewals. Dock 79 is a joint venture between the Company and MRP, in which FRP Holdings, Inc. is the majority partner with 66% ownership.
This quarter we achieved stabilization at our Riverside Joint Venture in Greenville South Carolina, meaning that the building had 90% occupancy for 90 days. The building’s 200 residential units were 95% leased with 92% occupancy at quarter end. Riverside is a joint venture with Woodfield Development and the Company owns 40% of the venture.
~~Distributions from our CS1031 Hickory Creek DST investment were $281,000 for the first nine months of the year.~~

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 ~~September 30, 2022,~~March 31, 2023, we had ~~$144,783,000~~$173,299,000 of cash and cash equivalents. As of ~~September 30, 2022,~~March 31, 2023, we had no debt borrowed under our $20 million Wells Fargo revolver, ~~$506,000~~$562,000 outstanding under letters of credit and ~~$19,494,000~~$19,438,000 available to borrow under the revolver. On March 19, 2021, the Company refinanced Dock 79 and The Maren projects pursuant to
27
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.

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):
Nine months
Ended September 30,
2022 2021
Total cash provided by (used for):
Operating activities $ 13,175 16,400
Investing activities (28,209 ) 73,047
Financing activities (1,704 ) (475 )
Increase (decrease) in cash and cash equivalents $ (16,738 ) 88,972

Outstanding debt at the beginning of the period 178,409 89,964
Outstanding debt at the end of the period 178,520 178,371
Three months
Ended March 31,
2023 2022
Total cash provided by (used for):
Operating activities $ 4,687 1,314
Investing activities (8,755 ) 2,459
Financing activities (130 ) (771 )
Increase (decrease) in cash and cash equivalents $ (4,198 ) 3,002

Outstanding debt at the beginning of the period 178,557 178,409
Outstanding debt at the end of the period 178,594 178,446

32
Operating Activities - Net cash provided by operating activities for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was ~~$13,175,000~~$4,687,000 versus ~~$16,400,000~~$1,314,000 in the same period last year. In the prior year 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 provided by operating activities.

At ~~September 30, 2022,~~March 31, 2023, the Company was invested in U.S. Treasury notes valued at ~~$137,852,000~~$128,053,000 maturing in late 2022 through 2024. The unrealized loss on these investments of ~~$2,143,000~~$1,390,000 was recorded as part of comprehensive income and was based on the estimated market value by Wells Fargo Bank, N.A. (Level 1).

Investing Activities - Net cash used in investing activities for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was ~~$28,209,000~~$8,755,000 versus cash provided by investing activities of ~~$73,047,000~~$2,459,000 in the same period last year. The ~~$101~~$11.2 million decrease was primarily due to a ~~$14.6~~$2.4 million ~~increase~~decrease in the purchase of property, a ~~$10.8~~$10.4 million increase in investments in joint ventures, ~~due to the loan to our BC FRP Realty joint venture, $65.5~~$4.3 million decrease on maturities and sales of our corporate bond portfolio, a ~~$6.8~~$1.8 million ~~decrease~~increase on the return of our preferred equity financing, ~~with~~and a $.7 million decrease on proceeds from the ~~prior year including interest~~sale of ~~$16.1 million from The Maren, and the prior year including $3.7 million for cash on the books of The Maren upon consolidation.~~assets.

Financing Activities – Net cash ~~used in investing~~required by financing activities was ~~$1,704,000~~$130,000 versus ~~$475,000~~$771,000 in the same period last year primarily due to the ~~prior year refinancing~~exercise of ~~Dock 79 for $1.4 million more net of debt issuance costs than~~employee stock options in the ~~amount matured.~~three months ended March 31, 2023.

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”). 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 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 ~~September 30, 2022,~~March 31, 2023, these covenants would have limited our ability to pay dividends to a maximum of ~~$246~~$249 million combined.

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 with the principal in full due
28
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. 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 was recorded in the consolidated financial statements.

Cash Requirements – The Company currently expects its capital expenditures for the remainder of ~~2022~~2023 to include approximately ~~$12.2~~$83.9 million for investment into our existing real estate ~~including investments in~~holdings and partnerships as well as new real estate assets and joint ventures, ~~which will be~~with such capital being funded ~~mostly out of~~from cash and investments on hand, cash generated from operations and property sales, or borrowings under our credit facilities.
~~Impact of~~ Rising interest rates and cost inflation will require that we closely scrutinize these investments before pulling the ~~COVID-19 Pandemic.~~ We have continued operations throughout the pandemic and have made every effort to act in accordance with national, state, and local regulations and guidelines. During 2020, Dock 79 and The Maren most directly suffered the impacts to our business from the pandemic due to our retail tenants being unable to
33
operate at capacity, the lack of attendance at the Washington Nationals baseball park and the rent freeze imposed by the District. In 2021, the Delta and Omicron variants of the virus impacted our businesses, but because of the vaccine and efforts to reopen the economy, while still affected, they were not impacted to the extent that they were in 2020. It is possible that this version of the virus and its succeeding variants may impact our ability to lease retail spaces in Washington, D.C. and Greenville. We expect our business to be affected by the pandemic for as long as government intervention and regulation is required to combat the threat.
trigger on them.

Summary and Outlook. Royalty revenue for ~~the~~this quarter was up ~~9.85% versus~~35.35% over the same period last year. This marks the third year ~~and~~in a row we have begun the year with the best first quarter of revenue in segment history. It also marks the second quarter in a row with the highest revenue quarter for any period ever. Revenue for the ~~first nine~~last twelve months ~~increased 8.07%.~~was $11,540,000, an increase of 20.51% over the same period last year. This is ~~the highest nine-month revenue in the segment’s history and~~ the first time we have achieved ~~$10~~revenues in this segment surpassing $11 million in ~~revenue~~any twelve-month period.
In Stabilized Joint Ventures, both The Maren and Dock 79 enjoyed renewal rates in line with expectations (50.00% and 65.12% respectively) and strong increases in rents on those renewals (7.98% and 4.52% respectively). Pro rata NOI is down for the segment, which is to be expected after selling 20% of our share to SIC. NOI for the two projects as a whole increased 5.3% compared to the same period last year ($3,302,000 vs $3,137,000). Riverside in Greenville (which was added to this segment in the ~~segment over any twelve-month period. Despite a one-time, $300,000 negative adjustment for overpayment~~third quarter of ~~royalties between 2019-2021 at our Newberry Cement property, we were able to achieve these increases primarily because of the additional royalties from our new mining royalty property in Astatula, FL.~~
~~This is just the second full quarter where we had the ability to raise rents~~last year) has maintained strong occupancy (94.42% this quarter) post stabilization. The renewal rate on ~~renewals in DC. This quarter, 65.15% of~~ expiring leases ~~at Maren renewed~~(55.17%) is in line with ~~an average~~expectations, but the increase on renewals of ~~8.06%,~~11.40% speaks to the attractiveness of the asset and ~~53.97%~~the strength of ~~expiring leases renewed~~this market. Our pro-rata share of NOI at ~~Dock 79 with an average increase of 6.09%. When we could not renew an existing residential lease, we saw~~Riverside this quarter was $222,000.
In our Asset Management Segment, overall leasing and occupancy increased compared to the same period last year leading to a ~~year-to-date~~60.6% increase in ~~rent~~Net Operating Income. We are currently 100% leased, and 91.4% occupied at our industrial assets. When the final tenant takes occupancy at 1841 62^nd Street in the second quarter of 2023, we will be 100% leased and occupied at all 515,077 square feet of our industrial compared to 75.0% leased and 52.5% occupied on ~~those “trade outs” of 9.90%~~413,327 square feet at ~~the Maren and 11.50% at Dock 79. As noted previously, this quarter we added our Riverside JV to this segment when it stabilized in September. Subsequent to~~ the end of 2021.
We will continue to monitor how inflation and interest rates affect our plans moving forward. We have a long-term vision for the ~~quarter, our Hickory Creek DST was sold and~~future of the Company, ~~received $8.83 million~~but we are not going to rush into anything if the cost of material and debt prevent us from ~~the sale on an investment of $6 million. We are currently exploring opportunities for reinvesting these proceeds.~~
~~The Asset Management segment continues its strong performance through this quarter. All of~~making a reasonable risk adjusted return. As we mentioned in our industrial assets are 100% leased, and our other two properties (our home office in Maryland and Vulcan’s former Jacksonville office) remain essentially unchanged and fully leased). This segment’s revenue for both this quarter and the first nine months are up 51% and 40% respectively due to the addition of and increased occupancy at our two most recent spec buildings at Hollander. We anticipate shell completion of our final building at Hollander by the end of 2022 and occupancy before the end of the first quarter of next year. This 101,750 square foot warehouse is a build-to-suit with a 10-year lease, which will positively impact revenue, operating profit, and NOI for some time.
~~This quarter saw the stabilization of Riverside, lease-up begin at The Verge, and meaningful growth across all segments in terms of revenue and NOI. Looking ahead,~~shareholder letter, we have no plans to ~~achieve stabilization and pursue permanent financing for Bryant Street as well as complete construction on and begin lease-up~~institute a major share buyback plan or special dividend, but if we feel like we can repurchase shares at ~~.408 Jackson. Inflation and rising interest rates are real but their long-term effect on our assets is still unclear. The beauty of our balance sheet is that it allows us~~a meaningful discount to ~~play offense and defense and the fact of the matter is,~~net asset value, we will ~~probably~~continue to nibble around the edges. We have excellent assets in place; our cash is generating a reasonable return; and we can afford to ~~do a little of both. Fortunately, we can.~~
be patient about putting our plan in place.

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. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata net operating income (NOI) because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. This measure is not, and should not be viewed as, a substitute for GAAP financial measures.
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Pro-rata Net Operating Income Reconciliation
Three months ended 03/31/23 (in thousands)
Stabilized
Asset Joint Mining Unallocated FRP
Management Development Venture Royalties Corporate Holdings
Segment Segment Segment Segment Expenses Totals
Net Income (loss) 215 (2,608 ) (255 ) 2,034 1,020 406
Income Tax Allocation 80 (967 ) (36 ) 754 378 209
Income (loss) before income taxes 295 (3,575 ) (291 ) 2,788 1,398 615

Less:
Unrealized rents 82 —   —   48 —   130
Gain on sale of real estate —   —   —   10 —   10
Interest income —   972 —   —   1,410 2,382
Plus:
Unrealized rents —   —   45 —   —   45
Equity in loss of Joint Ventures —   3,512 101 12 —   3,625
Interest Expense —   —   994 —   12 1,006
Depreciation/Amortization 278 55 2,264 183 —   2,780
Management Co. Indirect 114 511 98 116 —   839
Allocated Corporate Expenses 182 574 91 107 —   954

Net Operating Income 787 105 3,302 3,148 —   7,342

NOI of noncontrolling interest —   —   (1,502 ) —   —   (1,502 )
Pro-rata NOI from unconsolidated joint ventures —   926 222 —   —   1,148

Pro-rata net operating income $ 787 1,031 2,022 3,148 —   6,988

Pro-Rata Net Operating Income Reconciliation
Nine months ended 09/30/22 (in thousands)
Stabilized
Asset Joint Mining Unallocated FRP
Management Development Venture Royalties Corporate Holdings
Segment Segment Segment Segment Expenses Totals
Net income (loss) $ 443 (4,953 ) (166 ) 5,311 735 1,370
Income tax allocation 164 (1,837 ) 101 1,969 129 526
Income (loss) before income taxes 607 (6,790 ) (65 ) 7,280 864 1,896

Less:
Unrealized rents 223 —   (62 ) 153 —   314
Gain on sale of real estate —   —   —   874 —   874
Interest income —   2,311 —   —   895 3,206
Plus:
Equity in loss of joint ventures —   5,143 72 33 —   5,248
Interest expense —   —   2,184 —   31 2,215
Depreciation/amortization 683 139 7,272 416 —   8,510
Management company indirect 301 1,621 277 346 —   2,545
Allocated Corporate expenses 496 1,794 261 325 —   2,876
Net operating income (loss) 1,864 (404 ) 10,063 7,373 —   18,896

NOI of noncontrolling interest —   —   (3,212 ) —   —   (3,212 )
Pro-rata NOI from unconsolidated joint ventures —   1,896 390 —   —   2,286

Pro-rata net operating income $ 1,864 1,492 7,241 7,373 —   17,970
Pro-Rata Net Operating Income Reconciliation
Nine months ended 09/30/21 (in thousands)
Stabilized
Asset Joint Mining Unallocated FRP
Management Development Venture Royalties Corporate Holdings
Segment Segment Segment Segment Expenses Totals
Net income (loss) $ (130 ) (2,521 ) 37,874 5,159 661 41,043
Income tax allocation (50 ) (933 ) 9,506 1,913 64 10,500
Income (loss) before income taxes (180 ) (3,454 ) 47,380 7,072 725 51,543

Less:
Gain on remeasurement of real estate investment —   — 51,139 —   — 51,139
Gain on investment land sold —   —   —   831 —   831
Unrealized rents 49 —   149 166 —   364
Interest income —   2,608 —   —   758 3,366
Plus:
Loss on sale of land 26 —   —   —   —   26
Equity in loss of joint ventures —   3,594 371 32 —   3,997
Interest expense —   —   1,752 —   33 1,785
Depreciation/amortization 408 159 8,899 161 —   9,627
Management company indirect 577 996 291 273 —   2,137
Allocated Corporate expenses 682 1,267 279 258 —   2,486
Net operating income (loss) 1,464 (46 ) 7,684 6,799 —   15,901

NOI of noncontrolling interest —   —   (2,638 ) —   —   (2,638 )
Pro-rata NOI from unconsolidated joint ventures —   (569 ) 909 —   —   340

Pro-rata net Operating Income (loss) $ 1,464 (615 ) 5,955 6,799 —   13,603
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Pro-rata Net Operating Income Reconciliation
Three months ended 03/31/22 (in thousands)
Stabilized
Asset Joint Mining Unallocated FRP
Management Development Venture Royalties Corporate Holdings
Segment Segment Segment Segment Expenses Totals
Net Income (loss) 108 (1,541 ) (274 ) 2,050 61 404
Income Tax Allocation 40 (572 ) (2 ) 760 23 249
Income (loss) before income taxes 148 (2,113 ) (276 ) 2,810 84 653

Less:
Unrealized rents 128 —   —   53 —   181
Gain on sale of real estate —   —   —   733 —   733
Equity in gain of Joint Ventures —   —   85 —   —   85
Interest income —   803 —   —   95 898
Plus:
Unrealized rents —   —   46 —   —   46
Equity in loss of Joint Ventures —   1,677 —   12 —   1,689
Interest Expense —   —   727 —   11 738
Depreciation/Amortization 234 45 2,564 55 —   2,898
Management Co. Indirect 92 490 85 107 —   774
Allocated Corporate Expenses 144 521 76 94 —   835

Net Operating Income (loss) 490 (183 ) 3,137 2,292 —   5,736

NOI of noncontrolling interest —   —   (999 ) —   —   (999 )
Pro-rata NOI from unconsolidated joint ventures —   441 —   —   —   441

Pro-rata net operating income $ 490 258 2,138 2,292 —   5,178

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.

Under the Wells Fargo Credit Agreement, the applicable margin for borrowings at ~~September 30, 2022~~March 31, 2023 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.

30
The Company did not have any variable rate debt at ~~September 30, 2022,~~March 31, 2023, 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 ~~September 30, 2022,~~March 31, 2023, 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.

31
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, ~~2021,~~2022, 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.
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)
July 1 through July 31 —   $ —   —   $ 9,363,000

August 1 through August 31 —   $ —   —   $ 9,363,000

September 1 through September 30 —   $ —   —   $ 9,363,000

Total —   $ —   —

Total
Number of
Shares
Purchased Approximate
As Part of Dollar Value of
Total 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⁾
January 1 through January 31 —   $ —   —   $ 9,363,000
February 1 through February 28 —   $ —   —   $ 9,363,000
March 1 through March 31 —   $ —   —   $ 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 ~~39.~~34.

3732

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:  ~~November 14, 2022~~May 15, 2023 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)
3833

FRP HOLDINGS, INC.
FORM 10-Q FOR THE THREE MONTHS ENDED ~~SEPTEMBER 30, 2022~~MARCH 31, 2023
EXHIBIT INDEX

(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.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
104. Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

3934

	2022			2021			2023			2022
Cash flows from operating activities:
Net income	$	1,370			41,043		$	406			404
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Depreciation, depletion and amortization		8,696			9,772			2,842			2,961
Deferred income taxes		133			9,273			53			—
Equity in loss of joint ventures		5,248			3,997			3,625			1,604
Gain on remeasurement of invest in real estate partnership		—			(51,139	)
Gain on sale of equipment and property		(901	)		(876	)		(17	)		(733	)
Stock-based compensation		1,302			1,006			324			197
Net changes in operating assets and liabilities:
Accounts receivable		(737	)		639			(167	)		(312	)
Deferred costs and other assets		(2,160	)		151			170			(803	)
Accounts payable and accrued liabilities		(1,440	)		(442	)		(2,860	)		(2,372	)
Income taxes payable and receivable		1,559			2,539			295			336
Other long-term liabilities		105			437			16			32
Net cash provided by operating activities		13,175			16,400			4,687			1,314

Cash flows from investing activities:
Investments in properties		(26,137	)		(11,555	)		(1,206	)		(3,636	)
Investments in joint ventures		(20,838	)		(10,031	)		(12,766	)		(2,394	)
Return of capital from investments in joint ventures		13,327			20,100			4,988			3,227
Proceeds from sales of investments available for sale		4,317			69,865			—			4,317
Cash at consolidation of real estate partnership		—			3,704
Proceeds from the sale of assets		952			934			17			741
Cash held in escrow		170			30			212			204
Net cash (used in) provided by investing activities		(28,209	)		73,047			(8,755	)		2,459

Cash flows from financing activities:
Proceeds from long-term debt		—			92,070
Repayment of long-term debt		—			(90,000	)
Debt issue costs		—			(704	)
Distribution to noncontrolling interest		(1,937	)		(1,846	)		(933	)		(771	)
Repurchase of company stock		—			(264	)
Exercise of employee stock options		233			269			803			—
Net cash used in financing activities		(1,704	)		(475	)		(130	)		(771	)

Net increase (decrease) in cash and cash equivalents		(16,738	)		88,972
Net (decrease) increase in cash and cash equivalents								(4,198	)		3,002
Cash and cash equivalents at beginning of year		161,521			73,909			177,497			161,521
Cash and cash equivalents at end of the period	$	144,783			162,881		$	173,299			164,523

Supplemental disclosure of cash flow information:
Cash paid (received) during the period for:
Interest		2,212			1,781			1,004			736
Income taxes		(1,734	)		(1,490	)		—			(401	)


												Accumulated																						Accumulated
												Other Comp-			Total																			Other Comp-			Total
						Capital in						rehensive			Share			Non-											Capital in					rehensive			Share			Non-
	Common Stock					Excess of			Retained			Income			holders’			Controlling			Total			Common Stock					Excess of			Retained		Income			holders’			Controlling			Total
	Shares			Amount		Par Value			Earnings			(loss), net			Equity			Interest			Equity			Shares			Amount		Par Value			Earnings		(loss), net			Equity			Interest			Equity
Balance at July 1, 2022		9,455,096		$	945	$	58,872		$	339,081		$	(1,096	)	$	397,802		$	27,135		$	424,937
Stock option grant compensation		—			—		18			—			—			18			—			18
Restricted stock compensation		—			—		258			—			—			258			—			258
Shares granted to employees
Restricted stock award
Shares granted to directors
Forfeitures
Balance at January 1, 2023																									9,459,686		$	946	$	65,158		$	342,317	$	(1,276	)	$	407,145		$	37,066		$	444,211
Exercise of stock options																									17,735			2		801			—		—			803			—			803
Net income		—			—		—			480			—			480			(96	)		384
Distributions to partners		—			—		—			—			—			—			(588	)		(588	)
Unrealized loss on investment, net		—			—		—			—			(324	)		(324	)		—			(324	)
Balance at September 30, 2022		9,455,096		$	945	$	59,148		$	339,561		$	(1,420	)	$	398,234		$	26,451		$	424,685

Balance at January 1, 2022		9,411,028		$	941	$	57,617		$	337,752		$	113		$	396,423		$	28,827		$	425,250
Stock option grant compensation		—			—		52			—			—			52			—			52			—			—		17			—		—			17			—			17
Restricted stock compensation		—			—		550			—			—			550			—			550			—			—		257			—		—			257			—			257
Shares granted to Employees		865			—		50			—			—			50			—			50			928			—		50			—		—			50			—			50
Restricted stock award		21,464			2		(2	)		—			—			—			—			—			25,284			2		(2	)		—		—			—			—			—
Shares granted to Directors		11,232			1		649			—			—			650			—			650
Forfeiture of restricted stock award		(1,363	)		—		—			—			—			—			—			—
Exercise of stock options		11,870			1		232			—			—			233			—			233
Forfeiture
Net income		—			—		—			1,809			—			1,809			(439	)		1,370			—			—		—			565		—			565			(159	)		406
Distributions to partners		—			—		—			—			—			—			(1,937	)		(1,937	)		—			—		—			—		—			—			(933	)		(933	)
Unrealized loss on investment, net		—			—		—			—			(1,533	)		(1,533	)		—			(1,533	)		—			—		—			—		374			374			—			374
Balance at September 30, 2022		9,455,096		$	945	$	59,148		$	339,561		$	(1,420	)	$	398,234		$	26,451		$	424,685
Balance at March 31, 2023																									9,503,633		$	950	$	66,281		$	342,882	$	(902	)	$	409,211		$	35,974		$	445,185

Balance at July 1, 2021		9,411,028		$	941	$	57,360		$	337,992		$	268		$	396,561		$	31,724		$	428,285
Balance at January 1, 2022																									9,411,028		$	941	$	57,617		$	337,752	$	113		$	396,423		$	28,827		$	425,250
Exercise of stock options
Stock option grant compensation		—			—		17			—			—			17			—			17			—			—		17			—		—			17			—			17
Restricted stock compensation		—			—		135			—			—			135			—			135			—			—		130			—		—			130			—			130
Shares granted to Employees																									865			—		50			—		—			50			—			50
Restricted stock award																									21,464			2		(2	)		—		—			—			—			—
Shares granted to Directors
Forfeiture of restricted stock award																									(1,363	)		—		—			—		—			—			—			—
Exercise of stock options
Net income		—			—		—			352			—			352			(465	)		(113	)		—			—		—			672		—			672			(268	)		404
Distributions to partners		—			—		—			—			—			—			(1,319	)		(1,319	)		—			—		—			—		—			—			(771	)		(771	)
Unrealized loss on investment, net		—			—		—			—			(75	)		(75	)		—			(75	)		—			—		—			—		(850	)		(850	)		—			(850	)
Balance at September 30, 2021		9,411,028		$	941	$	57,512		$	338,344		$	193		$	396,990		$	29,940		$	426,930

Balance at January 1, 2021		9,363,717		$	936	$	56,279		$	309,764		$	675		$	367,654		$	14,999		$	382,653
Stock option grant compensation		—			—		52			—			—			52			—			52
Restricted stock compensation		—			—		404			—			—			404			—			404
Shares granted to Employees		1,098			—		50			—			—			50			—			50
Restricted stock award		27,778			3		(3	)		—			—			—			—			—
Shares granted to Directors		9,105			1		499			—			—			500			—			500
Exercise of stock options		15,334			1		268			—			—			269			—			269
Shares purchased and cancelled		(6,004	)		—		(37	)		(227	)		—			(264	)		—			(264	)
Contributions from partners		—			—		—			—			—			—			4,551			4,551
Net income		—			—		—			28,807			—			28,807			12,236			41,043
Distributions to partners		—			—		—			—			—			—			(1,846	)		(1,846	)
Unrealized loss on investment, net		—			—		—			—			(482	)		(482	)		—			(482	)
Balance at September 30, 2021		9,411,028		$	941	$	57,512		$	338,344		$	193		$	396,990		$	29,940		$	426,930
Balance at March 31, 2022																									9,431,994		$	943	$	57,812		$	338,424	$	(737	)	$	396,442		$	27,788		$	424,230

			September 30,	December 31,
	Identifiable net assets		2022	2021

Assets	Asset management	$	24,468	23,897
Assets	Mining royalty lands		48,715	37,627
Assets	Development		190,883	176,386
Assets	Stabilized Joint Venture		259,369	266,429
Investments available for sale at fair value	Investments available for sale at fair value		—	4,317
Cash	Cash items		145,365	162,273
Assets	Unallocated corporate assets		8,190	7,261
Assets		$	676,990	678,190

				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, 2022		104,755		$	37.93	4.8	$	1,416
Exercised		(11,870	)	$	19.69		$	(100	)
Outstanding at September 30, 2022		92,885		$	40.27	4.6	$	1,316

Exercisable at September 30, 2022		84,716		$	39.72	4.5	$	1,181

Vested during nine months ended September 30, 2022		—					$	—

								The									The
								Company's									Company's
								Share of Profit									Share of Profit
	Common			Total	Total Assets of	Profit (Loss)		(Loss) of the		Common			Total	Total Assets of	Profit (Loss)		(Loss) of the
	Ownership			Investment	The Partnership	Of the Partnership		Partnership (1)		Ownership			Investment	The Partnership	Of the Partnership		Partnership

As of September 30, 2022
As of March 31, 2023
Brooksville Quarry, LLC	50.00	%	$	7,532	14,478	(66	)	(33	)	50.00	%	$	7,509	14,371	(24	)	(12	)
BC FRP Realty, LLC	50.00	%		5,450	22,088	(185	)	(91	)	50.00	%		5,462	21,801	(182	)	(91	)
Buzzard Point Sponsor, LLC										50.00	%		1,889	3,778	—		—
Bryant Street Partnerships	61.36	%		57,163	201,572	(7,132	)	(4,743	)	61.36	%		54,961	198,741	(2,295	)	(1,506	)
Lending ventures				16,563	5,379	—		—					19,652	9,011	—		—
DST Hickory Creek	26.65	%		6,000	44,646	(420	)	281
Estero Partnership	16.00	%		3,600	38,500	—		—		16.00	%		3,600	38,500	—		—
1800 Half St. Owner, LLC	61.37	%		39,133	129,140	(487	)	(299	)	61.37	%		40,256	134,060	(2,727	)	(1,673	)
Greenville/Woodfield Partnerships	40.00	%		12,262	96,620	(908	)	(363	)
Greenville Partnerships										40.00	%		11,348	95,793	(857	)	(343	)
Total			$	147,703	552,423	(9,198	)	(5,248	)			$	144,677	516,055	(6,085	)	(3,625	)
								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, 2021
Brooksville Quarry, LLC	50.00	%	$	7,488	14,301	(82	)	(41	)
BC FRP Realty, LLC	50.00	%		5,530	22,470	(230	)	(115	)
Riverfront Holdings II, LLC ⁽¹⁾				—	—	(760	)	(628	)
Bryant Street Partnerships	61.36	%		59,558	204,082	(6,084	)	(4,954	)
Aberdeen Station Loan				514	514	—		—
DST Hickory Creek	26.65	%		6,000	46,048	(481	)	343
Amber Ridge Loan				11,466	11,466	—		—
1800 Half St. Owner, LLC	61.37	%		38,693	93,932	12		20
Greenville/Woodfield Partnerships	40.00	%		16,194	87,731	(948	)	(379	)
Total			$	145,443	480,544	(8,573	)	(5,754	)


	As of December 31, 2021										Total		As of December 31, 2022										Total
	Riverfront		Bryant Street		DST Hickory		1800 Half St.		Greenville/		Apartment/		Buzzard Point		Bryant Street		Estero		1800 Half St.		Greenville		Apartment/
	Holdings II, LLC		Partnership		Creek		Partnership		Woodfield		Mixed Use		Sponsor, LLC		Partnership		Partnership		Partnership		Partnership		Mixed-Use

Investments in real estate, net	$	0		199,730		43,840		93,504		87,421	$	424,495	$	0		192,904		33,008		130,616		95,883	$	452,411
Cash and cash equivalents		0		1,123		827		428		279		2,657		0		1,349		5,497		359		567		7,772
Unrealized rents & receivables		0		2,925		1,044		0		5		3,974		0		5,128		0		14		13		5,155
Deferred costs		0		304		337		0		26		667		2,906		393		0		139		88		3,526
Total Assets	$	0		204,082		46,048		93,932		87,731	$	431,793	$	2,906		199,774		38,505		131,128		96,551	$	468,864

Secured notes payable	$	0		119,201		29,337		18,404		44,309	$	211,251	$	0		129,263		16,000		66,584		64,954	$	276,801
Other liabilities		0		9,066		115		14,470		4,462		28,113		0		2,338		5		5,328		3,014		10,685
Capital - FRP		0		57,555		4,423		37,478		15,584		115,040		1,453		53,553		3,600		36,348		11,087		106,041
Capital – Third Parties		0		18,260		12,173		23,580		23,376		77,389		1,453		14,620		18,900		22,868		17,496		75,337
Total Liabilities and Capital	$	0		204,082		46,048		93,932		87,731	$	431,793	$	2,906		199,774		38,505		131,128		96,551	$	468,864


	Woodfield			Woodfield			1800 Half St			1800 Half St
	Riverside Partnership			Riverside Partnership			Partnership			Partnership
	Total JV			Company Share			Total JV			Company Share
	Nine Months ended			Nine Months ended			Three Months ended			Three Months ended
	September 30,			September 30,			March 31,			March 31,
	2022			2022			2023			2023
Revenues:
Rental Revenue	$	2,234		$	894		$	250		$	154
Revenue – other		125			50			30			18
Total Revenues		2,359			944			280			172

Cost of operations:
Depreciation and amortization		1,162			465			1,021			627
Operating expenses		906			363			679			417
Property taxes		476			190			276			169
Total cost of operations		2,544			1,018			1,976			1,213

Total operating loss		(185	)		(74	)
Total operating profit								(1,696	)		(1,041	)
Interest expense		(697	)		(279	)		(1,031	)		(632	)

Net loss before tax	$	(882	)	$	(353	)

Net profit before tax							$	(2,727	)	$	(1,673	)


	As of March 31, 2021
	Riverfront			Gain on
	Holdings II, LLC			Remeasurement		Revised

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

Long-term Debt	$	88,000		$	—	$	88,000
Amortizable debt costs		(1,072	)		—		(1,072	)
Other liabilities		441			—		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

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	1,907 +/-	Approval in place for 105, 1 acre, waterfront residential lots after mining completed.
Total	6,187 +/-

Location	Approx. Acreage	Status	NBV	Approx. Acreage	Status	NBV
Riverfront on the Anacostia Phases III-IV	2.5	Conceptual design program ongoing	$6,172,000	2.5	Conceptual design program ongoing	$6,346,000
Hampstead Trade Center, MD	118	Residential zoning applied for in preparation for sale	$10,075,000	118	Residential zoning applied for in preparation for sale	$10,294,000
Square 664E, on the Anacostia River in DC	2	Under lease to Vulcan Materials as a concrete batch plant through 2026	$7,552,000	2	Under lease to Vulcan Materials as a concrete batch plant through 2026	$7,469,000
Total	122.5		$23,799,000	122.5		$24,109,000

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 91,661 square feet of retail ~~partially completed~~is in final stages of lease-up	61.36%
Aberdeen Station residential development in Harford County, Maryland		$31.1 million in exchange for an interest rate of 10% and a 20% preferred return after which the Company is also entitled to a portion of proceeds from sale	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 entitled to a portion of proceeds from sale	Financing
The Verge at 1800 Half Street property in Buzzard Point area of Washington, D.C.	MRP Realty	~~Construction underway on ten-story~~Eleven-story structure with 344 apartments and ~~8,356~~8,536 square feet of ground floor retail has final certificate of occupancy and currently underway with lease-up	61.37%
.408 Jackson property in Greenville, SC	Woodfield Development	~~Construction underway on mixed-use~~Mixed-use project with 227 multifamily units and 4,539 square feet of retail space ~~began in May 2020~~has final certificate of occupancy and currently underway with lease-up	40%
Estero	Woodfield Development	Mixed-use project with ~~550~~554 multifamily units, ~~70,000~~72,000 square feet of commercial space, ~~40,000~~41,000 square feet of office space and a boutique 170-key hotel	16%
FRP/MRP Buzzard Point Sponsor, LLC	MRP Realty	Pre-development activities for phase one of property owned by Steuart Investment Company (SIC) under a Contribution and Pre-Development Agreement between this partnership and SIC	50%

	As of March 31, 2023									Total
	Brooksville		BC FRP		Lending			Apartment/		Grand
	Quarry, LLC		Realty, LLC		Ventures			Mixed-Use		Total

Investments in real estate, net	$	14,335		20,940		9,011			450,992	$	495,278
Cash and cash equivalents		30		147		0			10,160		10,337
Unrealized rents & receivables		0		412		0			5,344		5,756
Deferred costs		6		302		0			4,376		4,684
Total Assets	$	14,371		21,801		9,011			470,872	$	516,055

Secured notes payable	$	0		10,839		(10,839	)		283,771	$	283,771
Other liabilities		22		546		0			5,339		5,907
Capital – FRP		7,509		5,208		19,850			106,892		139,459
Capital - Third Parties		6,840		5,208		0			74,870		86,918
Total Liabilities and Capital	$	14,371		21,801		9,011			470,872	$	516,055

Property and Occupancy	JV Partner	Method of Accounting	% Ownership
Dock 79 apartments Washington, D.C. 305 apartment units and 14,430 square feet of retail	MRP Realty	Consolidated	66%
The Maren apartments Washington, D.C. 264 residential units and ~~6,758~~6,811 square feet of retail	MRP Realty	Consolidated as of March 31, 2021	70.41%
Riverside property 1430 Hampton Avenue, Greenville, SC	Woodfield Development	Equity Method	40%
~~DST Hickory Creek 294 apartment units in Henrico County, MD~~	~~Capital Square~~	~~Cost Method~~	~~26.6%~~

(dollars in thousands)	(dollars in thousands)	Three Months Ended September 30,												(dollars in thousands)	Three Months Ended March 31,
	2022				2021			Change			%			2023				2022			Change			%
Revenues:
Lease Revenue	$		6,823		$	6,224		$	599			9.6	%	$		6,832		$	6,282		$	550			8.8	%
Mining lands lease revenue			2,471			2,249			222			9.9	%			3,282			2,425			857			35.3	%
Total Revenues			9,294			8,473			821			9.7	%			10,114			8,707			1,407			16.2	%

Cost of operations:
Depreciation/Depletion/Amortization			2,744			3,796			(1,052	)		-27.7	%			2,780			2,898			(118	)		-4.1	%
Operating Expenses			1,967			1,557			410			26.3	%			1,740			1,808			(68	)		-3.8	%
Property Taxes			1,034			986			48			4.9	%			947			1,028			(81	)		-7.9	%
Management company indirect			966			745			221			29.7	%			839			774			65			8.4	%
Corporate Expense			734			657			77			11.7	%			954			835			119			14.3	%
Total cost of operations			7,445			7,741			(296	)		-3.8	%			7,260			7,343			(83	)		-1.1	%

Total operating profit (loss)			1,849			732			1,117			152.6	%
Total operating profit																2,854			1,364			1,490			109.2	%

Net investment income			1,188			943			245			26.0	%			2,382			898			1,484			165.3	%
Interest Expense			(738	)		(414	)		(324	)		78.3	%			(1,006	)		(738	)		(268	)		36.3	%
Equity in loss of joint ventures			(1,878	)		(1,244	)		(634	)		51.0	%			(3,625	)		(1,604	)		(2,021	)		126.0	%
Gain on sale of real estate			141			—			141			0.0	%			10			733			(723	)		-98.6	%
Income before income taxes			562			17			545			3205.9	%			615			653			(38	)		-5.8	%
Provision for (benefit from) income taxes			178			130			48			36.9	%
Provision for income taxes																209			249			(40	)		-16.1	%

Net income			384			(113	)		497			-439.8	%			406			404			2			.5	%
Loss attributable to noncontrolling interest			(96	)		(465	)		369			-79.4	%			(159	)		(268	)		109			-40.7	%
Net income attributable to the Company	$		480		$	352		$	128			36.4	%	$		565		$	672		$	(107	)		-15.9	%

	Three months ended September 30
(dollars in thousands)	2022		%			2021			%			Change			%

Lease revenue	$	935		100.0	%		619			100.0	%		316			51.1	%

Depreciation, depletion and amortization		219		23.4	%		137			22.1	%		82			59.9	%
Operating expenses		162		17.3	%		76			12.3	%		86			113.2	%
Property taxes		53		5.7	%		37			6.0	%		16			43.2	%
Management company indirect		109		11.7	%		200			32.3	%		(91	)		-45.5	%
Corporate expense		127		13.6	%		180			29.1	%		(53	)		-29.4	%

Cost of operations		670		71.7	%		630			101.8	%		40			6.3	%

Operating profit (loss)	$	265		28.3	%		(11	)		-1.8	%		276			-2509.1	%

	Three months ended March 31
(dollars in thousands)	2023		%			2022		%			Change			%

Lease revenue	$	1,070		100.0	%		839		100.0	%		231			27.5	%

Depreciation, depletion and amortization		278		26.0	%		234		27.9	%		44			18.8	%
Operating expenses		141		13.2	%		168		20.0	%		(27	)		-16.1	%
Property taxes		60		5.6	%		53		6.3	%		7			13.2	%
Management company indirect		114		10.6	%		92		11.0	%		22			23.9	%
Corporate expense		182		17.0	%		144		17.2	%		38			26.4	%

Cost of operations		775		72.4	%		691		82.4	%		84			12.2	%

Operating profit	$	295		27.6	%		148		17.6	%		147			99.3	%

(dollars in thousands)		Nine Months Ended September 30,
	2022			2021		Change			%
Revenues:
Lease Revenue	$		19,850	$	15,623	$	4,227			27.1	%
Mining lands lease revenue			7,779		7,198		581			8.1	%
Total Revenues			27,629		22,821		4,808			21.1	%

Cost of operations:
Depreciation/Depletion/Amortization			8,510		9,627		(1,117	)		-11.6	%
Operating Expenses			5,316		3,792		1,524			40.2	%
Property Taxes			3,103		2,764		339			12.3	%

	Nine months ended September 30
(dollars in thousands)	2022		%			2021			%			Change			%

Lease revenue	$	2,686		100.0	%		1,919			100.0	%		767			40.0	%

Depreciation, depletion and amortization		683		25.4	%		408			21.3	%		275			67.4	%
Operating expenses		441		16.4	%		289			15.0	%		152			52.6	%
Property taxes		158		5.9	%		117			6.1	%		41			35.0	%
Management company indirect		301		11.2	%		577			30.1	%		(276	)		-47.8	%
Corporate expense		496		18.5	%		682			35.5	%		(186	)		-27.3	%

Cost of operations		2,079		77.4	%		2,073			108.0	%		6			0.3	%

Operating profit (loss)	$	607		22.6	%		(154	)		-8.0	%		761			-494.2	%

	Nine months
	Ended September 30,
	2022			2021
Total cash provided by (used for):
Operating activities	$	13,175			16,400
Investing activities		(28,209	)		73,047
Financing activities		(1,704	)		(475	)
Increase (decrease) in cash and cash equivalents	$	(16,738	)		88,972

Outstanding debt at the beginning of the period		178,409			89,964
Outstanding debt at the end of the period		178,520			178,371

	Three months
	Ended March 31,
	2023			2022
Total cash provided by (used for):
Operating activities	$	4,687			1,314
Investing activities		(8,755	)		2,459
Financing activities		(130	)		(771	)
Increase (decrease) in cash and cash equivalents	$	(4,198	)		3,002

Outstanding debt at the beginning of the period		178,557			178,409
Outstanding debt at the end of the period		178,594			178,446

Pro-rata Net Operating Income Reconciliation
Three months ended 03/31/23 (in thousands)
						Stabilized
	Asset					Joint			Mining		Unallocated		FRP
	Management		Development			Venture			Royalties		Corporate		Holdings
	Segment		Segment			Segment			Segment		Expenses		Totals
Net Income (loss)		215		(2,608	)		(255	)		2,034		1,020		406
Income Tax Allocation		80		(967	)		(36	)		754		378		209
Income (loss) before income taxes		295		(3,575	)		(291	)		2,788		1,398		615

Less:
Unrealized rents		82		—			—			48		—		130
Gain on sale of real estate		—		—			—			10		—		10
Interest income		—		972			—			—		1,410		2,382
Plus:
Unrealized rents		—		—			45			—		—		45
Equity in loss of Joint Ventures		—		3,512			101			12		—		3,625
Interest Expense		—		—			994			—		12		1,006
Depreciation/Amortization		278		55			2,264			183		—		2,780
Management Co. Indirect		114		511			98			116		—		839
Allocated Corporate Expenses		182		574			91			107		—		954

Net Operating Income		787		105			3,302			3,148		—		7,342

NOI of noncontrolling interest		—		—			(1,502	)		—		—		(1,502	)
Pro-rata NOI from unconsolidated joint ventures		—		926			222			—		—		1,148

Pro-rata net operating income	$	787		1,031			2,022			3,148		—		6,988

Pro-Rata Net Operating Income Reconciliation
Nine months ended 09/30/22 (in thousands)
						Stabilized
	Asset					Joint			Mining		Unallocated		FRP
	Management		Development			Venture			Royalties		Corporate		Holdings
	Segment		Segment			Segment			Segment		Expenses		Totals
Net income (loss)	$	443		(4,953	)		(166	)		5,311		735		1,370
Income tax allocation		164		(1,837	)		101			1,969		129		526
Income (loss) before income taxes		607		(6,790	)		(65	)		7,280		864		1,896

Less:
Unrealized rents		223		—			(62	)		153		—		314
Gain on sale of real estate		—		—			—			874		—		874
Interest income		—		2,311			—			—		895		3,206
Plus:
Equity in loss of joint ventures		—		5,143			72			33		—		5,248
Interest expense		—		—			2,184			—		31		2,215
Depreciation/amortization		683		139			7,272			416		—		8,510
Management company indirect		301		1,621			277			346		—		2,545
Allocated Corporate expenses		496		1,794			261			325		—		2,876
Net operating income (loss)		1,864		(404	)		10,063			7,373		—		18,896

NOI of noncontrolling interest		—		—			(3,212	)		—		—		(3,212	)
Pro-rata NOI from unconsolidated joint ventures		—		1,896			390			—		—		2,286

Pro-rata net operating income	$	1,864		1,492			7,241			7,373		—		17,970

Pro-Rata Net Operating Income Reconciliation
Nine months ended 09/30/21 (in thousands)
							Stabilized
	Asset						Joint			Mining		Unallocated		FRP
	Management			Development			Venture			Royalties		Corporate		Holdings
	Segment			Segment			Segment			Segment		Expenses		Totals
Net income (loss)	$	(130	)		(2,521	)		37,874			5,159		661		41,043
Income tax allocation		(50	)		(933	)		9,506			1,913		64		10,500
Income (loss) before income taxes		(180	)		(3,454	)		47,380			7,072		725		51,543

Less:
Gain on remeasurement of real estate investment		—			—			51,139			—		—		51,139
Gain on investment land sold		—			—			—			831		—		831
Unrealized rents		49			—			149			166		—		364
Interest income		—			2,608			—			—		758		3,366
Plus:
Loss on sale of land		26			—			—			—		—		26
Equity in loss of joint ventures		—			3,594			371			32		—		3,997
Interest expense		—			—			1,752			—		33		1,785
Depreciation/amortization		408			159			8,899			161		—		9,627
Management company indirect		577			996			291			273		—		2,137
Allocated Corporate expenses		682			1,267			279			258		—		2,486
Net operating income (loss)		1,464			(46	)		7,684			6,799		—		15,901

NOI of noncontrolling interest		—			—			(2,638	)		—		—		(2,638	)
Pro-rata NOI from unconsolidated joint ventures		—			(569	)		909			—		—		340

Pro-rata net Operating Income (loss)	$	1,464			(615	)		5,955			6,799		—		13,603

Pro-rata Net Operating Income Reconciliation
Three months ended 03/31/22 (in thousands)
						Stabilized
	Asset					Joint			Mining		Unallocated		FRP
	Management		Development			Venture			Royalties		Corporate		Holdings
	Segment		Segment			Segment			Segment		Expenses		Totals
Net Income (loss)		108		(1,541	)		(274	)		2,050		61		404
Income Tax Allocation		40		(572	)		(2	)		760		23		249
Income (loss) before income taxes		148		(2,113	)		(276	)		2,810		84		653

Less:
Unrealized rents		128		—			—			53		—		181
Gain on sale of real estate		—		—			—			733		—		733
Equity in gain of Joint Ventures		—		—			85			—		—		85
Interest income		—		803			—			—		95		898
Plus:
Unrealized rents		—		—			46			—		—		46
Equity in loss of Joint Ventures		—		1,677			—			12		—		1,689
Interest Expense		—		—			727			—		11		738
Depreciation/Amortization		234		45			2,564			55		—		2,898
Management Co. Indirect		92		490			85			107		—		774
Allocated Corporate Expenses		144		521			76			94		—		835

Net Operating Income (loss)		490		(183	)		3,137			2,292		—		5,736

NOI of noncontrolling interest		—		—			(999	)		—		—		(999	)
Pro-rata NOI from unconsolidated joint ventures		—		441			—			—		—		441

Pro-rata net operating income	$	490		258			2,138			2,292		—		5,178

						(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)
	July 1 through July 31		—	$	—		—	$	9,363,000

	August 1 through August 31		—	$	—		—	$	9,363,000

	September 1 through September 30		—	$	—		—	$	9,363,000

	Total		—	$	—		—

		FRP Holdings, Inc.


Date: ~~November 14, 2022~~May 15, 2023	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)

(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.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
104.	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)