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8-K

Frp Holdings, Inc. (FRPH)

8-K 2023-05-11 For: 2023-05-10
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Added on April 12, 2026

UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to

Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) May10, 2023

FRP HOLDINGS,

INC.

(Exact name of registrant as specified in its charter)

florida<br><br> <br>(State or other jurisdiction of incorporation) 001-36769<br><br> <br>(Commission File<br> Number) 47-2449198<br><br> <br>(IRS Employer<br> Identification No.)
200 W. FORSYTH STREET, 7TH FLOOR<br><br> <br>JACKSONVILLE, FLORIDA<br><br> <br>(Address of principal executive offices) 32202<br><br> <br>(Zip Code)
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(904) 858-9100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock FRPH Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 10, 2023, FRP Holdings, Inc. issued a press release announcing results of operations for the first quarter ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1.

The information in this report (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 FRP Holdings, Inc. Press Release dated May 10, 2023

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 hereunto duly authorized.

FRP HOLDINGS, INC.
Registrant
Date:  May 10, 2023 By: /s/John D. Baker III
John D. Baker III
Chief Financial Officer

FRP HOLDINGS, INC./NEWS

Contact: John D. Baker III

Chief Financial Officer                                                                                        904/858-9100


FRP HOLDINGS, INC. (NASDAQ: FRPH) ANNOUNCESRESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2023

FRP Holdings, Inc. (NASDAQ-FRPH) Jacksonville, Florida; May 10, 2023 –


First Quarter Operational Highlights

· 34.9% increase in pro-rata NOI<br>($6.99 million vs $5.18 million) over first quarter 2022
· Mining Royalties’ had<br>its highest revenue quarter ever for the second quarter in a row; 10.77% increase in royalties per ton
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· 27.5% increase in Asset Management<br>revenue versus same period last year; 60.6% increase in Asset Management NOI versus first quarter 2022
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First Quarter Consolidated Resultsof Operations

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

· Operating profit increased $1,490,000<br>compared to the same quarter last year due to improved revenues and profits in all four segments.
· Interest expense increased $268,000<br>compared to the same quarter last year due to less capitalized interest. We capitalized less interest because of fewer in-house and joint<br>venture projects under development this quarter compared to last year.
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· Interest income increased $1,484,000<br>due primarily to an increase in interest earned on cash equivalents.
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· Equity in loss of Joint Ventures<br>increased $2,021,000 due to losses during lease up at The Verge and .408 Jackson.
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· First quarter last year included<br>a $733,000 gain on sales of excess property at Brooksville.
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First Quarter Segment OperatingResults

Asset Management Segment:

Total revenues in this segment were $1,070,000, up $231,000 or 27.5%, over the same period last year. Operating profit was $295,000, up $147,000 from $148,000 in the same quarter last year. Revenues and operating profit are up because of rent growth at Cranberry Run, full occupancy at 1865 62^nd^ Street which was placed into service in the fourth quarter of 2021. We now have nine buildings in service at three different locations totaling 548,785 square feet of office and industrial. At quarter end, we were 99.4%

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leased and 91.4% occupied. Net operating income in this segment was $787,000, up $297,000 or 60.6% compared to the same quarter last year.

Mining Royalty Lands Segment:

Total revenues in this segment were $3,282,000 versus $2,425,000 in the same period last year. Total operating profit in this segment was $2,790,000, an increase of $701,000 versus $2,089,000 in the same period last year. This increase is the result of the additional royalties from the acquisition in Astatula, Florida, which we completed at the beginning of the second quarter 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 same quarter last year.

Development Segment:

With respect to ongoing projects:

· We are the principal capital<br>source of a residential development venture in Prince George’s County, Maryland known as “Amber Ridge.” Of the $18.5<br>million in committed capital to the project, $17.1 million in principal draws have taken place through quarter end. Through the end of<br>March 31, 2023, 144 of the 187 units have been sold, and we have received $17.5 million in preferred interest and principal to date.
· Bryant Street is a mixed-use<br>joint venture between the Company and MRP in Washington, DC consisting of four buildings: The Coda, The Chase 1A, The Chase 1B, and one<br>commercial building 90% leased to an Alamo Draft House movie theater. At quarter end, the Coda was 93.51% leased and 92.86% occupied,<br>The Chase 1B was 89.44% leased and 85.71% occupied, and The Chase 1A was 89.53% leased and 93.60% occupied. In total, at quarter end,<br>Bryant Street’s 487 residential units were 90.8% leased and occupied. Its commercial space was 84.2% leased and 79.0% occupied at<br>quarter end.
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· Lease-up is now underway at<br>The Verge, and at quarter end, the building was 32.0% leased and 23.6% occupied. Retail at this location is 45.0% leased. The Verge received<br>its final certificate of occupancy this past quarter. This is our third mixed-use project in the Anacostia waterfront submarket in Washington,<br>DC.
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· .408 Jackson is our second joint<br>venture project in Greenville. Leasing began in the fourth quarter of 2022 with residential units 52.9% leased and 29.1% occupied at quarter<br>end. Retail at this location is 100% leased and currently under construction and expected to open during the fourth quarter of this year.<br>The building received its final certificate of occupancy this past quarter.
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· Final vertical construction<br>at the Hollander Business Park was completed in the quarter with delivery of 1941 62^nd^ Street, a 101,750 square foot build-to-suit<br>warehouse. Subsequent to quarter end, the park was fully leased and occupied.
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· Grading<br>permits for a 258,545 square-foot warehouse building on Chelsea Road in Aberdeen, Maryland were submitted to the governing agencies for<br>approval. Subsequent to the end of the quarter, Harford County issued a moratorium on any future industrial development with the
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exception of projects that had already received preliminary site plan approval. Because this project qualified for the exception, it is not subject to the moratorium and can proceed as planned.

Stabilized Joint Venture Segment:

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 $5,276,000, an increase of $216,000 versus $5,060,000 in the same period last year. The Maren’s revenue was $2,591,000 an increase of 7.5% and Dock 79 revenues increased $34,000 to $2,685,000 or 1.3%. Total operating profit in this segment was $804,000, an increase of $438,000 versus $366,000 in the same period last year. Pro-rata net operating income this quarter for this segment was $2,022,000, down $116,000 or 5.4% compared to the same quarter last 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 March, The Maren was 96.59% leased and 93.18% occupied. Average residential occupancy for the quarter was 95.54%, and 50% of expiring leases renewed with an average rent increase on renewals of 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 56.3% ownership.

Dock 79’s average residential occupancy for the quarter was 92.79%, and at the end of the quarter, Dock 79’s residential units were 92.46% leased and 93.44% occupied. This quarter, 65.12% of expiring leases renewed with an average rent increase on renewals of 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 52.8% ownership.


During the third quarter of 2022, we achieved stabilization at our Riverside Joint Venture in Greenville, South Carolina. At quarter end, the building was 96.5% leased with 95.0% occupancy. Average occupancy for the quarter was 94.42% with 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.


Summary and Outlook

Royalty revenue for this quarter was up 35.35% over the same period last year. This marks the third year 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 last twelve months was $11,540,000, an increase of 20.51% over the same period last year. This is the first time we have achieved revenues in this segment surpassing $11 million in any twelve-month period.

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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 third quarter of last year) has maintained strong occupancy (94.42% this quarter) post stabilization. The renewal rate on expiring leases (55.17%) is in line with expectations, but the increase on renewals of 11.40% speaks to the attractiveness of the asset and the strength of this market. Our pro-rata share of NOI at 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 60.6% increase in 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 413,327 square feet at 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 future of the Company, but we are not going to rush into anything if the cost of material and debt prevent us from making a reasonable risk adjusted return. As we mentioned in our shareholder letter, we have no plans to institute a major share buyback plan or special dividend, but if we feel like we can repurchase shares at a meaningful discount to net asset value, we will continue to nibble around the edges. We have excellent assets in place; our cash is generating a reasonable return; and we can afford to be patient about putting our plan in place.

Conference Call


The Company will host a conference call on Thursday, May 11, 2023 at 10:00 a.m. (EDT). Analysts, stockholders and other interested parties may access the teleconference live by calling 1- 800-245-3047 (passcode 57458) within the United States. International callers may dial 1-203-518-9783 (passcode 57548). Audio replay will be available until May 25, 2023 by dialing 1-888-566-0825 (no passcode required) within the United States. International callers may dial 1-402-220-0427. An audio replay will also be available on the Company’s investor relations page (https://www.frpdev.com/investor-relations/) following the call.

Investors are cautioned that any statementsin this press release which relate to the future are, by their nature, subject to risks and uncertainties that could cause actual resultsand events to differ materially from those indicated in such forward-looking statements. These include, but are not limited to: the impactof the Covid-19 Pandemic on our operations and financial results; the possibility that we may be unable to find appropriate investmentopportunities; levels of construction activity in the markets served by our mining properties; demand for flexible warehouse/office facilitiesin the Baltimore-Washington-Northern Virginia area; demand for apartments in Washington D.C. and Greenville, South Carolina; our abilityto 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

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investment and development risks; vacancies inour properties; risks associated with developing and managing properties in partnership with others; competition; our ability to renewleases or re-lease spaces as leases expire; illiquidity of real estate investments; bankruptcy or defaults of tenants; the impact of restrictionsimposed by our credit facility; the level and volatility of interest rates; environmental liabilities; inflation risks; cybersecurityrisks; 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 ornew information. Readers are cautioned not to place undue reliance on such forward-looking statements.

FRP Holdings, Inc. is a holding company engaged in the real estate business, namely (i) leasing and management of 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) leasing and management of a residential apartment building.

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FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTSOF INCOME

(In thousands except per share amounts)

(Unaudited)

THREE MONTHS ENDED
MARCH 31,
2023 2022
Revenues:
Lease revenue $ 6,832 6,282
Mining lands lease revenue 3,282 2,425
Total revenues 10,114 8,707
Cost of operations:
Depreciation, depletion and amortization 2,780 2,898
Operating expenses 1,740 1,808
Property taxes 947 1,028
Management company indirect 839 774
Corporate expenses 954 835
Total cost of operations 7,260 7,343
Total operating profit 2,854 1,364
Net investment income 2,382 898
Interest expense (1,006 ) (738 )
Equity in loss of joint ventures (3,625 ) (1,604 )
Gain on sale of real estate 10 733
Income before income taxes 615 653
Provision for income taxes 209 249
Net income 406 404
Gain (loss) attributable to noncontrolling interest (159 ) (268 )
Net income attributable to the Company $ 565 672
Earnings per common share:
Net income attributable to the Company-
Basic $ 0.06 0.07
Diluted $ 0.06 0.07
Number of shares (in thousands) used in computing:
-basic earnings per common share 9,416 9,366
-diluted earnings per common share 9,456 9,417
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FRP HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited) (In thousands, except share data)

December 31
Assets: 2022
Real estate investments at cost:
Land 141,578 141,579
Buildings and improvements 281,193 270,579
Projects under construction 2,663 12,208
Total investments in properties 425,434 424,366
Less accumulated depreciation and depletion 59,940 57,208
Net investments in properties 365,494 367,158
Real estate held for investment, at cost 10,298 10,182
Investments in joint ventures 144,677 140,525
Net real estate investments 520,469 517,865
Cash and cash equivalents 173,299 177,497
Cash held in escrow 585 797
Accounts receivable, net 1,333 1,166
Unrealized rents 937 856
Deferred costs 2,410 2,343
Other assets 566 560
Total assets 699,599 701,084
Liabilities:
Secured notes payable 178,594 178,557
Accounts payable and accrued liabilities 3,169 5,971
Other liabilities 1,886 1,886
Federal and state income taxes payable 313 18
Deferred revenue 201 259
Deferred income taxes 68,013 67,960
Deferred compensation 1,357 1,354
Tenant security deposits 881 868
Total liabilities 254,414 256,873
Commitments and contingencies
Equity:
Common stock, .10 par value<br> 25,000,000 shares authorized,<br> 9,503,633 and 9,459,686 shares issued<br> and outstanding, respectively 950 946
Capital in excess of par value 66,281 65,158
Retained earnings 342,882 342,317
Accumulated other comprehensive income (loss), net (902 ) (1,276 )
Total shareholders’ equity 409,211 407,145
Noncontrolling interest 35,974 37,066
Total equity 445,185 444,211
Total liabilities and equity 699,599 701,084

All values are in US Dollars.

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Asset Management Segment:

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 %


Mining Royalty Lands Segment:

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 %


Development Segment:

Three months ended March 31
(dollars in thousands) 2023 2022 Change
Lease revenue $ 486 383 103
Depreciation, depletion and amortization 55 45 10
Operating expenses 94 211 (117 )
Property taxes 287 355 (68 )
Management company indirect 511 490 21
Corporate expense 574 521 53
Cost of operations 1,521 1,622 (101 )
Operating loss $ (1,035 ) (1,239 ) 204





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Stabilized Joint Venture Segment:

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 %




Non-GAAP Financial Measures.

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.

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 (loss) 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
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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 | |